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HomeMy WebLinkAboutContract 46424 CITY SECRUAW 11i 2 ^ONTRACT H©. TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT Fire Station#5 Demolition This TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between the BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER FOUR, CITY OF FORT WORTH, TEXAS (the "Board"), an administrative body appointed in accordance with Chapter 311 of the Texas Tax Code (the "TIF Act") to oversee the administration of Tax Increment Reinvestment Zone Number Four, City of Fort Worth, Texas, a reinvestment zone designated by ordinance of the City of Fort Worth ("City") in accordance with the TIF Act, and the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas. The Board and City hereby agree that the following statements are true and correct and constitute the basis upon which the Board and City have entered into this Agreement: A. On November 25, 1997, the City Council adopted Ordinance No. 13259, establishing Tax Increment Reinvestment Zone Number Four, City of Fort Worth, Texas (the "TIF District"), and establishing the tax increment fund of the TIF District (the "TIF Fund"). B. On August 30, 1999 the Board adopted a project and financing plan for the TIF District, as amended by the Board on November 1, 2012 pursuant to Board Resolution No. 2012- 2 (collectively, the "TIF Project Plan"). The TIF Project Plan was approved by the City Council on August 31, 1999, as amended by the City Council on December 11, 2012 pursuant to Ordinance No. 20536-12-2012. C. City intends to demolish all improvements except sidewalks at 1000 Evans Avenue, including former Fire Station No. 5 and miscellaneous concrete and asphalt, generally in accordance with the description set forth in Exhibit "A," which is hereby made a part of this Agreement for all purposes (collectively, the "Project"). In accordance with its powers set forth in Section 311.008 of the TIF Act, and with the Board's consent, as authorized by the Board during its meeting on May 21, 2014, the City wishes to use up to $100,000 of revenues in the TIF Fund to pay for or reimburse the City for costs associated with the Project. The Board and the City wish to enter into this Agreement to memorialize the manner in which such funds will be transferred from the TIF Fund to other appropriate funds or accounts of the City. D. The TIF Project Plan specifically authorizes the Board to enter into agreements dedicating revenue from the TIF fund for public improvements within the TIF District, in order to promote the revitalization of Fort Worth's Near Southside neighborhood and medical district. Demolition is specifically listed as an appropriate capital cost in Section 311.002(1) of the TIF Act. Accordingly, the costs of the Project qualify as lawful "project costs," as that term is defined in Section 311.002(1) of the TIF Act ("Project Cost"). Accordingly, the Board is willing to reimburse City certain ProFOFFICIAL cordance with and pursuant to this Agreement. RECORD Agreement for Fire Station#5 Demolition SECRETAW E�QED TIF Development Agreement between Southside TIF and City of Fort Worth M TX FEB Page 1 of 16 1 10 NOW, THEREFORE, the Board and City, for and in consideration of the terms and conditions set forth herein, do hereby contract,covenant and agree as follows: 1. CITY'S OBLIGATIONS. The City will oversee and be responsible for all aspects of the Project, in conformance with all Legal Requirements applicable to the City. 1.1. Completion of Proiect. For purposes of this Agreement, the Project shall be deemed completed on the date as of which the Administrator issues a Certificate of Project Completion. The Project must be completed in accordance with this Agreement by December 31, 2014 (the "Completion Deadline"). If the Total Project Costs are less than one hundred thousand dollars ($100,000.00) then the Reimbursement shall be reduced accordingly to the actual Project Cost. All costs incurred pursuant to the Project shall be advanced and paid for by City and shall not, in any event, be paid by the Board except as a reimbursement to City in accordance with this Agreement. The Project must be completed in accordance with this Agreement by the Completion Deadline, subject to confirmation by the City, Downtown Fort Worth, Inc., or Fort Worth South, Inc., which serves as the TIF's administrator (the "Administrator"), and issuance of a Certificate of Project Completion pursuant to and in accordance with Section 2.2.3. 1.2. Third Party Contractors. City may enter into agreements with third party contractors to undertake all or any portion of the Project ("Third Party Contracts"), provided that all such agreements contain (i) a provision pursuant to which the contractor and any subcontractors involved in the Project agree to release, indemnify, defend and hold harmless the Board and the City from any and all damages arising as a result of or in relation to the Project and any work thereunder and for any negligent acts or omissions or intentional misconduct of the contractor and any subcontractors and their officers, agents, servants and employees; (ii) a requirement that the contractor provide City with a bond or bonds, which contractor shall forward to the City, that guarantees the faithful performance and completion of all construction work covered by the contract and full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the contract; (iii) a requirement that the contractor provide insurance in accordance with the minimum requirements set forth in Section 4 of this Agreement; and (iv) a requirement that the contractor comply with all Legal Requirements, as addressed and defined in Section 10 of this Agreement. All of the requirements contained in this Section 1.2 shall hereinafter be referred to as the "Third Party Contract Provisions." Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 2 of 16 2. REIMBURSEMENT BY BOARD. 2.1. Amount of Reimbursement. Provided that City has completed the entire Project by the Completion Deadline in accordance with this Agreement and has complied with all other terms and conditions of this Agreement, and subject to the provisions of Section 6 of this Agreement, the Board will reimburse City the lesser of(i) City's Qualified Costs in completing the Project or (ii) Reimbursement Amount of City's Qualified Costs in Completing the Project (the "Reimbursement") within thirty (30) calendar days following issuance of a Certificate of Completion (as defined in Section 2.2.3 of this Agreement) and as more specifically provided in this Section 2; provided, however, that if there are not sufficient revenues in the TIF Fund at such time, the financial obligations of the Board to City under this Agreement shall be carried forward without interest to the next fiscal year of the TIF District in which there are sufficient revenues in the TIF Fund to satisfy such obligations. For purposes of this Agreement, "Qualified Costs" shall mean the actual costs incurred by City in completing the Project, provided that those Qualified Costs are for Project work that is specifically described in and authorized by Exhibit "A" and are also allowable Project Costs under the TIF Act. In no event will the Board pay City any portion of the Reimbursement prior to issuance of a Certificate of Completion in accordance with Section 2.2.3 or reimburse City for any Qualified Costs in excess of$100,000.00 ("Maximum Reimbursement Amount"). 2.2. Process for Reimbursement. 2.2.1. Inspections. Prior to issuance of the Certificate of Completion, at any time during normal office hours and following reasonable notice to City, the Board and any authorized designee shall have, and City shall provide, access to the Project site in order for the Board and any authorized designee to inspect the Project in order to ascertain City's compliance with this Agreement. In addition, the Board and any authorized designee shall have the right to inspect all work undertaken on the Project in order for the Board or any authorized designee to inspect and evaluate such work. City shall cooperate fully with the Board during any such inspection and/or evaluation. 2.2.2. Audits. At any time prior to issuance of a Certificate of Completion issued pursuant to Section 2.2.3 of this Agreement and for a period of two (2) years thereafter, the Board shall have the right to have audited the financial and business records of the City that relate to the Project (collectively, the "Records") in order to assist the Board in verifying that any given expenditure by City qualifies as a Qualified Cost under Section 2.1 of this Agreement. City shall make all Records available to the Board or any authorized designee at the Fort Worth Municipal Building, 1000 Throckmorton Street or at another location in Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 3 of 16 the City following reasonable advance notice by the Board and shall otherwise cooperate fully with the Board during any audit. Notwithstanding anything to the contrary herein, this Section 2.2.2 shall survive termination or expiration of this Agreement. 2.2.3 Certificate of Completion. Once (i) all portions of the Project have been completed, as defined in Section 1.7, and (ii) all work on the Project has been completed and City has complied with all of its obligations under any Community Facilities Agreement or other required written document relating to the Project, City shall submit a certificate, signed by an officer of City, to the Administrator, which certificate will state (i) the specific work completed under the Project; (iii) the amount of money that City paid for completion of the Project and that City claims as a Qualified Cost; and (iv) all supporting invoices and other documents showing that such amounts were actually paid by City. Subject to the provisions of this Section 2.2, the Administrator will issue a certificate of completion to City within thirty (30) calendar days following receipt of City's certificate that sets forth the actual amount of Reimbursement that City will be entitled to receive under this Agreement("Certificate.of Completion"). 2.3. Limited to Available TIF Funds. Notwithstanding anything to the contrary herein, and subject to Section 2.4, City understands and agrees that the Board will be required to pay the Reimbursement only from available revenues in the TIF Fund that are attributable solely to tax increment (as defined in Section 311.012 of the Texas Tax Code) generated annually from property located in the TIF District and deposited into the TIF Fund in accordance with the TIF Act. 2.4. Priority of Payment. Notwithstanding anything to the contrary herein, City understands and agrees that any obligation of the Board to pay all or any portion of the Reimbursement Amount shall be subject and subordinate to the Board's right to retain reserves in the TIF Fund in any fiscal year to meet all existing contractual obligations of the Board. Specifically and without limiting the generality of the foregoing, the following payments, as obligated by the following existing contractual obligations, shall have priority over payment by the Board of all or any portion of the Reimbursement Amount: (i) Payments made pursuant to that certain Agreement by and among the City, the Board, and the Central City Local Government Corporation dated to be effective December 7, 2005 (Magnolia Green Parking Garage); Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 4 of 16 (ii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth Southside Development District, Inc. approved by the Board on July 27, 2006 (Oleander Walk Phase II); (iii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. approved by the Board on January 29, 2009 (Magnolia Avenue Streetscape Repair and Maintenance, Phase II); (iv) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board, Fort Worth South, Inc. and the City, approved by the Board on June 24, 2009 (Magnolia Streetscape Repair and Maintenance, Phase III); (v) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board, City of Fort Worth, approved by the Board on June 24, 2009 (South Main Sustainable Development Grant: 20% Local Match); (vi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for West Leuda (Watts)Park maintenance approved by the Board on June 16, 2010; (vii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth Midtown, LD, LLC d/b/a Raymond Fort Worth Hotel Land Development, LLC approved by the Board on June 16, 2010 (Midtown Streetscape and Right-of-Way Improvements); (viii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for final engineering plans and construction of streetscape improvements for Park Place Avenue between 8th Avenue and the Fort Worth & Western Railroad Tracks, approved by the Board on October 6, 2010; (ix) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for the Phase I wayfmding program, approved by the Board on October 6, 2010; (x) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Modern Land Holdings, LLC on August 31, 2011 (Streetscape Improvements for Lipscomb, Travis Ave.); (xi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and 201 S. Calhoun LLC on February 2, 2012 (Supreme Golf Warehouse Building); Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 5 of 16 (xii) Payment made pursuant to that certain Facade Lease Agreement between the Board and 201 S. Calhoun LLC approved by the Board on February 2, 2012 (Supreme Golf Warehouse Building); (xiii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Tarrant County Hospital District for abatement and demolition approved by the Board on March 29, 2012 (1401 S. Main St.); (xiv) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and the Dahl Group, LLC for streetscape improvements approved by the Board on March 29, 2012 (1410 S. Jennings Ave.); (xv) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Dwight Mitchell for streetscape improvements approved by the Board on March 29, 2012 (Lemon Tree Apartments); (xvi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Kemp & Sons General Services for streetscape improvements approved by the Board on May 9, 2012 (213 S. Freeway); (xvii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for Near Southside "Complete Street Phase-2" approved by the Board on May 9, 2012 (W. Vickery Striping Program); (xviii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for 100% design and engineering associated with South Main approved by the Board on November 1, 2012 (100%Engineering, Design, Construction for S. Main); (xix) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Magnolia May, LLC for public improvements associated with Magnolia & May development approved by the Board on November 1, 2012 (Magnolia May); (xx) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for public improvements associated with the Evans Complete Street Project approved by the Board on April 25, 2013 (Complete Street—Evans Avenue); Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 6 of 16 (xxi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Shooters Palace, LLC for public improvements associated with the Shooters Palace Loft Apartments approved by the Board on April 25, 2013 (801 W. Vickery Loft Apartments); (xxii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Fort Worth South, Inc. for public improvements associated with the Broadway Complete Street Project approved by the Board on June 5, 2013 (Near Southside "Complete Street" Striping (Broadway); (xxiii) Payment made pursuant to that certain Tax increment Financing Development Agreement between the Board and Fort Worth South, Inc. for public improvements associated with the Leslie Street Feasibility Study approved by the Board on June 5, 2013 (Leslie Street Feasibility Study); (xxiv) Payment made pursuant to that certain Tax Increment Funding Agreement between the Board and the City of Fort Worth for public improvements associated with the 2014 CIP Match approved by the Board on November 6, 2013 (2014 CIP/TIF Street Improvement); (xxv) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Pisula Development Company for public improvements associated with the Victory Medical Project approved by the Board on November 6, 2013 (Victory Medical Center); (xxvi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Dr. Subir Bhatia for public improvements associated with the Mixed-Use Medical Office & Apartment Building Project approved by the Board on November 6, 2013 (Dr. Subir Bhatia); (xxvii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Hillin Saloner Development, LLC for public improvements_ associated with the 120 St. Louis Avenue Mixed Use Apartments and Commercial Space Project approved by the Board on February 19, 2014 (120 St. Louis Avenue). (xxviii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Manu Group, LP for public improvements associated with Texas Pain Institute (TPI) on Lipscomb Street approved by the Board on February 19, 2014 (Texas Pain Institute); (xxix) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Seneca Investments, LLC for public Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 7 of 16 improvements associated with 650 S. Main Street HighPointe Apartments approved by the Board on April 23, 2014 (HighPointe Apartments); (xxx) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Oleander Investments, LLC for public improvements associated with Lang Partners Oleander Apartments approved by the Board on April 23, 2014 (Lang Partners Oleander Apartments); (xxxi) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Broken Bone Land Company, LLC for public improvements associated with Travis Apartments approved by the Board on April 23, 2014 (Travis Apartments); (xxxii) Payment made pursuant to that certain Tax Increment Financing Development Agreement between the Board and Silver Bullet Tower Properties, LLC for public improvements associated with Mixed-Use Retail/Office Building located 1008 8t" Avenue, approved by the Board on May 21, 2014 (1K8 Mixed-Use). 3. TERM. The term of this Agreement shall be effective as of May 21, 2014 ("Effective Date"), and expire upon the earlier of (i) the complete performance of all obligations and conditions precedent by the Board and City; (ii) termination by either the Board or City as permitted by this Agreement; or(iii) termination of the TIF District in accordance with Section 311.017 of the TIF Act. 4. INSURANCE. In the event City engages a Third Party Contractor to provide demolition services for the Project, the Third Party Contractor shall maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 4, naming the Board and the City as additional insureds and covering all risks related to the Project, issued by and binding upon an insurance company authorized to do business in the State of Texas with an A.M. Best Rating of at least A- VIII and acceptable to the City. Third Party Contractor shall obtain the following insurance coverage at the limits specified herein: • Commercial General Liability: $500,000 per occurrence; • Automobile Liability: $500,000 per occurrence, covering all automobiles used in the undertaking of the Project, if any; Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 8 of 16 • Excess Liability Umbrella: $1 million. These insurance requirements shall be subject to change upon a reasonable request by the City's Risk Manager. Within fourteen (14) days of receipt of written notice of any such request, Third Party Contractor agrees to comply with such revised insurance requirements. Third Party Contractor shall provide the Board with prior written notice of any material changes in coverage, including, but not limited to, cancellation, termination, or non-renewal within thirty (30) days of any such change. As a condition precedent to the effectiveness of this Agreement, Third Party Contractor shall furnish the City with appropriate certificates of insurance signed by the respective insurance companies as proof that Third Party Contractor has obtained the types and amounts of insurance coverage required herein. Third Party Contractor hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any issuance policy required hereunder, it shall provide the City with a new or renewal certificate of insurance. In addition, Third Party Contractor shall, at the City's request, provide the City with evidence that it has maintained such coverage in full force and effect. 5. INDEMNIFICATION. TO THE EXTENT NOT PROHOBITED BY LAW, CITY AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS THE TIF BOARD, ITS OFFICERS,AGENTSAND EMPLOYEES, AND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH, PROPERTY DAMAGE OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT THAT MAY ARISE OUT OF OR BE OCCASIONED BY CITY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR BY ANY NEGLIGENT ACT OR OMISSION OF CITY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE BOARD AND THE CITY) OR SUBCONTRACTORS, IN THE PERFORAMNCE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE UNDERTAKING OF THE DEVELOPMENT AND THE PROJECT. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CITY AND THE BOARD, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY A VAILABLE TO THE BOARD AND THE CITY UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NO INTENDED TO CREA TE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. CITY HEREBYACKNOWLEDGES THAT NEITHER THE BOARD NOR THE CITY CAN GUARANTEE OR CONTROL THE TAXABLE APPRAISED VALUE OF PROPERTY WITHIN THE TIF DISTRICT, AND THUS CANNOT GUARANTEE OR CONTROL THE AMOUNT OF TAX INCREMENT THAT MAY BE DEPOSITED INTO THE TIF FUND THROUGHOUT OR AT ANYTIME DURING THE TERM OF THE TIF DISTRICT. CITY Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 9 of 16 HAS ENTERED INTO THIS AGREEMENT WITHOUT RELYING ONANYASSERTIONS, REPRESENTATIONS OR ASSUMPTION THAT MAY HAVE BEEN MADE BY THE BOARD AND/OR THE CITY, THEIR OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, WITH RESPECT TO THE TIF DISTRICT'S FINANCING PLANAND THE POTENTIAL IMPACT OF TAX INCREMENT THAT MAY BE DEPOSITED INTO THE TIF FUND THROUGHOUT OR AT ANY TIME DURING THE TERM OF THE TIF DISTRICT. 6. DEFAULT. 6.1. Failure to Complete Project. If City has not completed the entire Project by the Completion Deadline, as defined in and in accordance with Section 1.7 of this Agreement, the Board shall have a unilateral right, but not the obligation, to terminate this Agreement immediately by providing written notice to City, in which case City shall not be entitled to receive any of the Reimbursement. 6.2. Failure to Comply with Other Terms or Conditions. If either party defaults under any provision of this Agreement. other than as addressed in Section 6.1, the non-defaulting party shall provide the defaulting party with a written notice that specifies the nature of the default. The defaulting party shall have thirty (30) calendar days following receipt of such written notice to cure the default. After such time, if the default remains uncured, the non-defaulting party may, at its option, terminate this Agreement and/or pursue any and all other available remedies without the necessity of further notice to or demand upon the defaulting party; provided that (i) if the defaulting party proceeds in good faith and with due diligence to cure the default within thirty (30) calendar days, but reasonably needs additional time to cure the default fully, then the non-defaulting party shall not be entitled to pursue the above remedies, and (ii) if the non-defaulting party elects to terminate this Agreement as a remedy for default, it shall notify the defaulting party in writing. 7. SUCCESSORS AND ASSIGNS. City may not assign its rights or obligations under this Agreement to any other party without the advance written approval of the Board, which shall not be unreasonably withheld or delayed, provided that the any proposed assignee first executes an agreement with the board pursuant to which the assignee agrees to be bound by the duties and obligations of City hereunder. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. Agreement for Fire Station 45 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 10 of 16 8. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Board: City: Board of Directors, Southside TIF Jesus "Jay" Chapa, Director Attn: Paul F. Paine, Administrator Housing and Economic Development Dept. 1606 Mistletoe Boulevard 1000 Throckmorton Fort Worth, Texas 76104 Fort Worth, Texas 76102 9. VENUE AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations or policies of the City. Venue for any action under this Agreement shall lie in the State Courts of Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement is performable in Tarrant County, Texas. 10. COMPLIANCE WITH LEGAL REQUIREMENTS. This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended, and violation of the same shall constitute a default under this Agreement. In undertaking any work on the Project, City, its officers, agents, servants, employees, contractors and subcontractors shall comply with all federal, state and local laws and all ordinances, rules and regulations of the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted (collectively, "Legal Requirements"). 11. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, neither the Board nor the City waives or surrenders any of their governmental powers or immunities. Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 11 of 16 13. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, unreasonable delays by the City in issuing any permits or certificates of occupancy or conducting any inspections of or with respect to the Project (based on the amount of time that the City customarily requires in undertaking such activities and based on the then-current workload of the City department(s) responsible for undertaking such activities), or delays caused by unforeseen construction or site issues, fire or other casualty, court injunction, necessary condemnation proceedings, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement 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 excused 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. 14. BOARD REPRESENTATIVE. City understands and agrees that, in addition to the Administrator, the Board, in its sole discretion, may also appoint certain City staff members, a City department or another entity to serve as its representative in carrying out any or all of the responsibilities of the Board hereunder, and that references to "the Board" in this Agreement mean the Board in its entirety or any such designated representative. 15. NO THIRD PARTY RIGHTS. This Agreement is solely for the benefit of the parties hereto and is not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 16. SEVERABILITY. If any_provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 17. 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. Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 12 of 16 18. 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. 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Board and City, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the Board in an open meeting held in accordance with Chapter 551 of the Texas Government Code. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed effective as of the Effective Date: FcbrLkAr� 1-t 7-015- BOARD vl5BOARD OF DIRECTORS OF TAX CITY OF FORT WORTH, INCREMENT REINVESTMENT ZONE NUMBER FOUR, CITY OF FORT WORTH,TEXAS: By: tlz� By: Ann Zad Fernando Costa, Chairman Assistant City Manager APPROVED AST FORM AND LEGALITY: 'oo10o.4- Attested Maleshia Farmer T. ° Senior Assistant City Attorney , r. r, ky O °�o°000°°°°l Resolution No. 2014-11 J-'kJ® Date of Board Approval: May 21, 2014 REQUIRED NO M&C REQ OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 13 of 16 EXHIBIT "A" PROJECT DESCRIPTION AND COSTS Development Description Detail Narrative Legal Description of Property: 1000 Evans Street also known as Evans South Addition, Blk 3 Lot 1 & 2 Projecte. 2014-11-220 ORTWORTH, November 12,2014 REQUEST •' COSTS Physical Address. 1000 Evans Avenue,Fart Worth,Texas Legal Description Evans South Addition Block 3.Lots 1.2.&12 Buirding I _ i - 1 CFR Pait 61) -story Cammercm1(-4,5$3 SF); PEGULATEO•No Asbastos Abatement Required(ACM Remove f 19 97} Unstructed 1990: - Demolition of COMMERCIAL structure,, Saw-cut approach in tine with sidewalk trending north to south on Evans Avenue;Remove building foundation,front driveway,rear panting area;retaining wall located on south side of site,wooden and chaln4ink fencing surrounding south,west,and north sides of site;toad for transport by the City,the 500-gallon ConVautt AST and demolish ConVauft foundation. (rade lot to prevent pooling of rainwater, Upon completion of grading, plant Annual Ryeqrass at rate of 50fflA across site for erosion control; DO NOT TOUCH the sje&,,,alks on Evans or Missouri,Crepe Myrtles,Trees with a diameter of>6'. or utility poles located on the northwestern portion of the site. Site Contact: I Roger Grantham (817)713-1703 The undersigned hffe4y pncpovs to coa#ete tha scope of senices detailed herein_ 6y adrnt n hs Requed for Cosmo,they admavledge troy have recegve all ariuhments,have n_wiewed all attachme L,and have putorned a atte Oea-Ail work will be perfomned in accordance milk the Centrad between the Vandor and the City of FortWatrL VENDOR NAME aigruque - Printed Name TQTAL COST TP.te REQUEST FOR COSTS DUE: By 5-00 p.m-on I V20rM14 ate Page 1 of 4 Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 14 of 16 Project Description, including Cost Estimate The cost of each line item of the following budget is an estimate only. The actual cost of a particular line item may exceed or be less than the estimated cost without penalty to Developer. However, if actual aggregate costs of the Project exceed the maximum reimbursement amount specified in Section 2.1 of the Agreement, the amount of the Reimbursement payable under this Agreement shall not exceed such Reimbursement Amount. Estimated cost of Abatement: $25,000.00 Estimated cost of Demolition: $15,000.00 Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 15 of 16 Site Photographs: - •e- t' -a r -. ! �pp � :tib``• Agreement for Fire Station#5 Demolition TIF Development Agreement between Southside TIF and City of Fort Worth Rev.09/2014 Page 16 of 16