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HomeMy WebLinkAboutItem 09 - Development Agreement with GCISDMEMO TO: MEETING DATE: SUBJECT HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL BRUNO RUMBELOW, CITY MANAGER IOL WAI DEVELOPMENT AGREEMENT WITH THE GRAPEVINE- COLLEYVILLE INDEPENDENT SCHOOL DISTRICT It is recommended that the City Council adopt the attached Development Agreement with the Grapevine-Colleyville Independent School District. Approval of this agreement will allow Grapevine-Colleyville Independent School District (GCISD) up to $30,000,000 to acquire, construct, and/or reconstruct educational facilities, which will provide direct benefit to GCISD as well as the City of Grapevine. On January 19, 2016, the Tax Increment Financing District Number One Board of Directors approved a term sheet for a Development Agreement with Grapevine-Colleyville Independent School District to develop an educational facility. On January 28, 2016, the GCISD Board of Directors approved the Development Agreement. Staff recommends approval. GJ 19 wool 1 1 11,1111111111 010�� My 101 1' t 1 11 1 1 '. 2 1' M1,"'1 1 13 11111' 1 THIS AGREEMENT (the "Agreement"), effective as of , 2016, is by and between, GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT (the "GCISD"), the CITY OF GRAPEVINE, TEXAS, a Texas municipal corporation (the "City"), and the BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE (the "Zone Board"). WITNESSETH: WHEREAS, on February 20, 1996, the City Council approved Ordinance No. 96-07, establishing Tax Increment Reinvestment Zone Number One, City of Grapevine, Texas (the "Zone") in accordance with the Tax Increment Financing Act (the "Act"), Texas Tax Code, Chapter 311, as amended, to promote development and redevelopment in the area through the use of tax increment financing; WHEREAS, on June 4, 1996, the City Council approved Ordinance No. 96-38 approving the Project and Financing Plan for the Zone (the "Project and Financing Plan"); WHEREAS, on February 2, 2016, the City Council approved Ordinance No. amending the Project and Financing Plan to include up to an additional $30,000,000 in GCISD projects (the "2016 Projects"); WHEREAS, the 2016 Projects include the renovation of the GCISD stadium and the installation, maintenance and/or repair of a fiber optic cable network to connect City and GCISD facilities; and WHEREAS, the City and GCISD previously entered into the Agreement to Participate in Reinvestment Zone Number One effective August 1, 1996 (the "Agreement"); and WHEREAS, the City and GCISD have entered into that First Amendment to the Agreement to provide for the addition of the 2016 Projects; and WHEREAS, the City and GCISD wish to amend the Agreement to include up to $30,000,000 to be used by GCISD to acquire, construct, and/or reconstruct educational facilities and for all project related costs; and WHEREAS, all constitutional, statutory and legal prerequisites for the approval of this Agreement have been met, including but not limited to, the Open Meetings Act. NOW THEREFORE, in consideration of the mutual covenants and obligations herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Zone Participation. A. The 2016 Projects are further described in the attached Exhibit "A". The total cost of the 2016 Projects shall not exceed the sum of $30,000,000. Section 2. GCIS's Obligations. A. GCISD agrees to develop the 2016 Projects in full compliance with all applicable laws. B. The 2016 Projects shall be completed no later than December 31, 2025 (the "Completion Date"). "Completion" is defined as the actual completion of the work, including any extras or change orders, reasonably require or contemplated under all of the contracts that are executed to perform the work of the 2016 Proj ects. Section 3. Force Majeure It is expressly understood and agreed by the parties to this AgIreement that if the performance of any obligations hereunder is delayed by reason of warms civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, delays caused by the franchise utilities (such as TXU Electric, southwestern Bell Telephone, TXU Gas, Charter Communications or their Contractoors), fire or other casualty, court injunction, necessary condemnation proceedings, acts oJthe other parties, their affiliates/related entities and/or their contractors, market conditioons, or any actions or inactions of third parties or other circumstances which are reasoonably beyond the control of the party obligated or permitted under the terms of this Aogreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be exceed from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. Section 4. Term. The term of this Agreement shall begin upon the execution her of by both parties and end upon the complete performance of all obligations and condi ions precedent by parties to this Agreement. (2) Section 5. Events of Default. A. A default shall exist if any party fails to perform or observe any material covenant contained in this Agreement. The non -defaulting parties shall immediately notify the defaulting party in writing upon becoming aware of any change in the existence of any condition or event which would constitute a default or, with the giving of notice or passage of time, or both, would constitute a default under this Agreement. Such notice shall specify the nature and the period of existence thereof and what action, if any, the non -defaulting parties require or propose to require with respect to curing the default. B. If, as of the Completion Date, all of the 2016 Projects are not at Completion then the Zone Board shall have the right to terminate this Agreement immediately by providing written notice of such intent to GCISD, and the Zone Board shall owe no Project Costs or any other sums to GCISD. GCISD shall have thirty (30) days to respond to the written notice, and the opportunity to either cure the failure, or provide evidence demonstrating that it has met the requirement. Section 6. Remedies for Default A. If a default shall occur and continue, after thirty (30) day's notice to cure default, the non -defaulting parties may, at their option, pursue any and all remedies they may be entitled to, at law or in equity, in accordance with Texas law, without the necessity of further notice to or demand upon the defaulting party. The Zone Board shall not, however, pursue remedies for as long as the GCISD proceeds in good faith and with due diligence to remedy and correct the default, provided that the GCISD has commenced to cure such default within 30 days following notice. B. If there is still an outstanding default as of 180 calendar days after the notice in Subsection A of this Section, there shall be no obligation by the Zone Board to reimburse the GCISD for Project Costs; however, at the Zone Board's sole discretion, the obligation to reimburse Project Costs shall carry forward on a monthly basis until the default is cured. Section 7. Venue and Governing Law. This Agreement is performable in Tarrant County, Texas, and venue of any action arising out of this Agreement shall be exclusively in Tarrant County. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. Section 8. Notices. Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. mail by certified letter, return receipt requested, addressed to the (3) recipient at the recipient's address shown below, subject to the right of the parties to designate a different address by notice given in the manner just described. If intended for the Zone Board, to: The City of Grapevine, Texas Tax Increment Financing District Reinvestment Zone Number One 200 S Main ST Grapevine, TX 76051 Attn: City Manager Bruno Rumbelow Facsimile: 817-410-3004 With a copy to: Boyle & Lowry, LLP 4201 Wingren DR STE 108 Irving, TX 75062 Attn: Mathew C.G. Boyle Fax: 972-650-7105 1 Grapevine-Colleyville Independent School District 3051 Ira E Woods Ave Grapevine TX 76051 Attn: Chief Financial Officer-DaiAnn Mooney Fax: 817-424-3138 With a copy to: Thompson & Horton LLP Phoenix Tower, Suite 2000 3200 Southwest Freeway Houston TX 77027 Attn: David Thompson Section 9. Applicable Laws. This Agreement is made subject to the provisions of the Charter and ordinances of the City, as amended, and all applicable State and Federal laws. Section 10. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this (4) Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. Section 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. Section 12. Captions. The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. Section 13. Successors and Assigns. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Section 14. Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT By: _ Name: Title: Date: By: _ Name: Title: Date: E EXHIBIT "A" Description of 2016 Projects Acquisition, construction, and/or reconstruction of GCISD's educational facilities and renovation of the GCISD stadium. Installation, maintenance, and/or repair of fiber optic cable network(s) to connect GCISD facilities and City of Grapevine facilities. (6)