HomeMy WebLinkAboutContract 51635 �2p18
SEC �vNo��N TAX INCREMENT FINANCING
c FUNDING AGREEMENT
Hemphill Resurfacing and Rightsizing Project
W. Vickery Boulevard to Allen Avenue
This TAX INCREMENT FINANCING FUNDING 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 Texas home-rule municipality.
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. The City adopted a Master Thoroughfare Plan ("MTP") on May 3, 2016, designated
Hemphill Street between W. Vickery Boulevard and Allen Avenue as commercial/mixed-use and
commercial connector, classifications for which the MTP prescribes specific "complete street" design
strategies and cross-sections.
D. The Board previously approved an agreement with Near Southside, Inc. for an engineering
analysis and construction plans for the reconfiguration, which have now been completed and reviewed by
the City ("Plans");
D. The City is pursuing a 4.4-mile improvement project to Hemphill Street between W.
Vickery Boulevard and Hammond Street, with the Board to contribute$102,000.00 toward public roadway
improvements, pavement markings, and signage for the section of Hemphill Street located within this TIF
District, located between W. Vickery Boulevard and Allen Avenue, which is described in more detail in
the attached Exhibit A(the "Project").
D. The TIF Project Plan specifically authorizes the Board to enter into agreements dedicating
revenue from the TIF fund for public improvements that benefit the general public and facilitate
development of the TIF district as an eligible expense. 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 provide funding for the purchase of the land solely in accordance with
and pursuant to this Agreement.
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:
Agreement for Hemphill Rightsizing u n
between TIF District Southside TIF and City of Fort Worth
Page 1 of 10 CITY
# RY
FT. WORTH,TX
1. CITY'S OBLIGATIONS.
City will oversee and be responsible for all aspects of the Project in accordance with this
Agreement, the Plans,and all Legal Requirements.
2. FUNDING BY THE BOARD
2.1 Amount of FundinE.
Provided that the City pursues the Project, and the City has complied with all terms and conditions
of this Agreement, the Board will provide funding for the Project in an amount up to One Hundred Two
Thousand Dollars and No Cents ($102,000.00) ("Funds") in accordance with provisions 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. In no event will the Board pay City any portion of the Funding in excess of Funds.
2.2 Reimbursement.
All costs incurred pursuant to the Project will be advanced and paid for by City will shall not, in
any event, be paid by the Board except as a reimbursement to City in accordance with this Agreement.
2.3 TIF Fund Contributions.
The Board acknowledges and consents to the transfer from the TIF Fund of up to the total amount
of the Funds, in whole or in part, to the funds or accounts of the City that will be used to pay for the costs
of the Project.
2.4 Limited to Available TIF Funds.
Notwithstanding anything to the contrary herein, City understands and agrees that the Board will
be required to pay the Funds 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.
2.5 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 Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 2 of 10 v20150617
(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, Fort Worth South, Inc. and the City, approved by
the Board on June 24, 2009 (Magnolia Streetscape Repair and Maintenance, Phase
III);
(iv) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and the Dalal Group, LLC for streetscape
improvements approved by the Board on March 29, 2012 (1410 S. Jennings Ave.);
(v) 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);
(vi) 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);
(vii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Rosedale/Lake Street, LLC for public
improvements associated with new construction mixed-use medical office building
and four apartments located at the corner of W. Rosedale Street and S. Lake Street
approved by the Board on September 23, 2014 (Dr. Tillman Mixed-Use);
(viii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Fort Worth Bike Sharing for System Support
associated with the Bike Share Stations located within the TIF#4 Boundary,
approved by the Board on August 12, 2015 (Fort Worth Bike Share)
(ix) Payment made pursuant to Amendment No.2 to a Tax Increment Financing
Development Agreement between the Board and Fort Worth South, Inc., to
authorize a multi-year TIF Maintenance Agreement with Fort Worth South,Inc. for
annual landscaping, fertilizing,grass cutting,trash pick-up,pedestrian lighting, and
irrigation of the Watts Park, approved by the Board on December 16, 2015 (Watts
Park Maintenance continued)
(x) 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 6, 2016 (Lang Partners Oleander Apartments);
(xi) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and 117 St. Louis, LLC for public improvements
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 3 of 10 v20150617
associated with Dickson-Jenkins Building approved by the Board on April 6, 2016
(Dickson-Jenkins Building);
(xii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Columbia Plaza Medical Center Fort Worth
Subsidiary, L.P. for public improvements associated with Plaza Medical Center
approved by the Board on April 6, 2016 (Plaza Medical Center);
(xiii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and 1455 Magnolia, LLC for public improvements
associated with 1455 Magnolia approved by the Board on April 6, 2016 (1455
Magnolia);
(xiv) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Near Southside, Inc. for Traffic and Circulation
Studies on Eighth Avenue and Hemphill Street approved by the Board on April 6,
2016 (Eighth and Hemphill Circulation Studies)
(xv) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and StoneHawk Capital Partners, LLC for public
improvements associated with the development of an apartment complex located
between E. Broadway Ave. and E. Annie St., Crawford St. and S. Jones St.,
approved by the Board on August 3, 2016 (East Broadway Apartments)
(xvi) Payment made pursuant to that certain Tax Increment Financing Development
Agreement with Melchiors Holdings, LLC for public improvements associated
with the development of a newly constructed three-story, commercial building with
approximately 30 small rental office spaces located at 1201 & 1205 Evans Ave.
and 912 E. Oleander St, approved by the Board on December 7, 2016 (Container
Office Building)
(xvii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Daggett Southside Holdings, LLC for public
improvements associated with the development of a newly constructed three-story
mixed-use building located at 209 St. Louis Ave., 208 & 214 Galveston Ave.,
approved by the Board on April 19, 2017 (209 St. Louis Ave., 208 and 214
Galveston Ave. Mixed-Use);
(xviii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Fort Worth South, Inc. for final design,
engineering, and construction of two public parks located on parcels adjacent to the
E. Broadway Apartments project located on E. Broadway Ave. approved by the
Board on April 19, 2017 (S. Main Village Public Parks Final Design/
Engineering/Construction);
(xix) Payment made pursuant to that certain Tax Increment Financing Funding
Agreement between the Board and Fort Worth South, Inc. for final design and
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 4 of 10 v20150617
construction of accessibility ramps and other sidewalk improvements along the
south side of W.Vickery Boulevard between College Ave. and Lipscomb approved
by the Board on April 19, 2017 (W. Vickery Boulevard Accessibility
Improvements);
(xx) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and SoMa District Development, LLC for public
improvements associated with the redevelopment and restoration of four 1920's
buildings fronting South Main Street and transformation of the public alley behind
the building into a public plaza and play space located at 105 and 125 S. Main St.,
approved by the Board on June 7, 2017 (SoMa District Development);
(xxi) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Dolabi Development, LLC for public
improvements associated with the development of hotel,parking garage,residential
condominiums located near the intersection of Henderson St. and Magnolia Ave.
approved by the Board on June 7, 2017 (Magnolia Mixed-Use - Infrastructure)
(xxii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Central City Local Government Corporation to
fund an easement for 150 public parking spaces associated with the development
of a newly constructed hotel, 16-20 unit for-purchase residential condominiums,
approximate 400 space parking garage, and a public storm water detention/green
space located near the intersection of Henderson St. and Magnolia Ave., approved
by the Board on June 7, 2017 (Magnolia Mixed Use - Parking)
(xxiii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement with Mistletoe Station, LLC for public improvements associated with a
not less than 100 and not to exceed 110 mixed-income residential units apartment
complex housed in two new construction buildings located near the intersection of
Mistletoe Blvd. and Beckham St., approved by the Board August 23, 2017
(Mistletoe Station Apartments)
(xxiv) Payment made pursuant to that certain Tax Increment Financing Development
Agreement with Greenstar Development Holdings 11, LLC, for public
improvements associated with the development of a newly constructed two story
mixed-use office and retail building located at the intersection of S. Main St. and
Pennsylvania Ave., approved by the Board August 23, 2017 (601 S Main Mixed
Use)
(xxv) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Fort Worth South, Inc. for Street, Streetscape,
and Public Area Maintenance for Near Southside Streets and Streetscapes located
within the TIF#4 Boundary approved by the Board on December 6, 2017 (2018
Street, Streetscape, and Pubic Space Maintenance Agreement)
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 5 of 10 v20150617
(xxvi) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and KCPFII Bryan, LLC for public improvements
associated with the redevelopment of five empty warehouse buildings into
approximately 46,000 square feet of mixed-use space for commercial office, retail,
and restaurant located at the intersection of S. Main St. and E. Broadway, approved
by the Board on December 6, 2017 (Main + Broad)
(xxvii) Payment made pursuant to that certain Tax Increment Financing Development
Agreement between the Board and Near Southside, Inc. for a Magnolia Village
Parking and Circulation Study approved by the Board on March 21, 2018
(Magnolia Village Parking and Circulation Study)
(xxviii)Payment made pursuant to that certain Tax Increment Financing Development
Agreement with FW Katy Station, LP for public improvements associated with the
new construction of the mixed-use, mixed-income, transit-oriented development
located at the intersection of Vickery Blvd. and S. Main Street approved by the
Board on July 18, 2018 (Katy Lofts)
(xxix) Payment made pursuant to that certain TIF Development Agreement with POCCO
Investments, LLC for public improvements associated with the renovation of the
historic Clark Felt Building located on Alford & Veal's Addition Lots 5, 7 and 8,
Block 7 and the east '/2 of Lot 6 (Basecom)
(xxx) Payment made pursuant to that certain Funding Agreement with the City of Fort
Worth for roadway resurfacing and safety improvements to Hemphill Street
between Vickery Boulevard and Allen Avenue (Hemphill Rightsizing)
3. TERM.
The term of this Agreement shall be effective as of July 18, 2018 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. 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 may be withheld at the Board's discretion. This Agreement
shall be binding on and inure to the benefit of the parties,their respective successors and assigns.
5. 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:
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 6 of 10 x20150617
Board: City:
Board of Directors Susan Alanis
Southside TIF Assistant City Manager
Attn: Michael Brennan, Administrator 1000 Throckmorton
1606 Mistletoe Boulevard Fort Worth, TX 76102
Fort Worth, TX 76104
with a copy to:
City of Fort Worth
Attn: Robert Sturns, Director of Economic Development
1150 South Freeway
Fort Worth, TX 76104
6. VENUE AND CHOICE OF LAW.
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 District Court 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.
7. 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 in
accordance with this Agreement, 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").
8. 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.
9. 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.
10. 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.
11. NO WAIVER.
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 7 of 10 v20150617
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.
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. 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 the 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:
Agreement for Hemphill Rightsizing TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 8 of 10 v20150617
BOARD OF DIRECTORS OF TAX CITY OF FORT WORTH,TEXAS
INCREMENT REINVESTMENT a Texas municipality
ZONE NUMBER TIF FOUR,CITY OF
FORT WORTH,TEXAS:
By: cwtA1 By:
Ann Zadeh san Alanis
Chairman Assistant City Manager 10 T
APPROVED AS TO FORM AND ALITY: Al..
Attested by:
By: Jf r * f
y er Wall
Assistan tyAttorney Mary J. Ka S@ , CiSeCIetBty` S'
Resolution No. 2018-04
Date of Board Approval: July 18,2018
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
v
Name: ,n
Title:
OFFICIAL , " '``"
Agreement for Hemphill Rightsizing -7t
between TIF District Southside TIF and City of Fort Worth l"SWI /201
Page 9 of 10 FT. WOliff(t 0617
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