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JAN -C 2020 j TAX INCREMENT FINANCING
cin"oF�oRrwo�ry FUNDING AGREEMENT
CP Near Southside Street Repair Program
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b Z t- 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("Board"),
an administrative body appointed in accordance with Chapter 311 of the Texas Tax Code ("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 ("TIF
District"), and establishing the tax increment fund of the TIF District ("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. "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. On November 6,2013,the Board approved a TIF Funding Agreement with the City
for up to $5,000,000 in matching funds to the City's 2014 Capital Improvement Program ("CIP"),
specific to public street and streetscape improvements within the TIF (aka, Near Southside Street
Repair Program) ("Project"), which equates to a 50150 funding split between the TIF District and
the City through the City's 2014 CIP for the Project.
D. In August 2014,the City and Fort Worth Southside Development District, Inc.d/b/a
Near Southside, Inc. ("Near Southside") entered into City Secretary Contract ("CSC") Number
45858, a funding agreement outlining the roles and responsibilities for the Project(M&C C-26909;
Resolution No.4342-08-2014).
E. Near Southside and the City have worked collaboratively to make substantial
progress on the Project, completing construction of the Project's first round of street projects,
beginning construction on the second round, selecting a contractor for the third round, and
beginning design work on the fourth and final round.
F. The Project's fourth round faces an estimated funding shortfall of approximately
$2,500,000, resulting from a combination of increased construction costs, numerous underground
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infrastructure issues common to repair projects on old streets, and a complex set of coordination
and redesign efforts stemming from numerous redevelopment projects along many of the Project's
streets.
G. The City desires some flexibility in the fourth round's funding approach for certain
sections of Bryan Avenue, Cannon Street, and Leuda Street adjacent to property purchased by the
Tarrant County Hospital District ("TCHD"), and for these streets an alternative short-term, non-
comprehensive repair approach is best while the TCHD completes a long-term planning analysis
for the properties.
H. For those street segments adjacent to the TCHD property, the City may utilize
equipment funded through an existing maintenance contract as part of the City's annual
maintenance program, and the TIF funding could cover labor costs.
I. The City has identified additional funding available through the 2014 CIP for its
share of supplemental funding consistent with the Project's 50150 split.
I To fund the round four shortfall consistent with the TIF District's 50150 share of
the Project, the Board has increased TIF Funding by an amount not to exceed $1,500,000,
including contingency, to match 2014 CIP funds for the completion of the Project.
K. The City recently adopted a resolution authorizing an amendment CSC 45858,
between the City and Near Southside increasing funding for the Project by $3,000,000.00 and
accepting the additional $1,500,000.00 in TIF Funds.
L. 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:
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 Funding.
Agreement for Southside Street Program
TIF Funding Agreement
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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
Six Million, Five Hundred Thousand Dollars and No Cents ($6,500,000.00) ("Funds") in
accordance with this Agreement;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 will 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 and will
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 Funds:
(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);
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(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); and
(iv) 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).
3. TERM.
The term of this Agreement is effective as of November 6, 2013 ("Effective Date") and
expires upon the earlier of(i)the complete performance of all obligations and conditions precedent
by the Board and City; or (ii) termination by either the Board or City as permitted by this
Agreement.
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:
Board: City:
Board of Directors City of Fort Worth
Southside TIF Attn: Assistant City Manager
Attn: Michael Brennan, Administrator 200 Texas Street
1606 Mistletoe Boulevard Fort Worth, TX 76102
Fort Worth, TX 76104
Agreement for Southside Street Program
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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with a copy to:
City of Fort Worth
Attn: 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.
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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.
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 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
Agreement for Southside Street Program
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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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:
BOARD OF DIRECTORS OF TAX CITY OF FORT WORTH
INCREMENT REINVESTMENT
ZONE NUMBER TIF FOUR, CITY OF
FORT WORTH, TEXAS:
By: a. By:
Ann Zadeh Vistt
Chairmen anager
APPROVED AS TO FORM AND LEGALITY: gAµY&&�f
4( JAY uYf'k
By:
Tyler Wall
Assista Attorney
1. Resolution Adopted at the Regular Meeting of the Board on November 6, 2013; and
2. Resolution No. 04-2019-02 (June 5, 2019) T
FOR
Att
J. s r Ci Secretary �'•• �`'
OFFMAL RECORD
CITY SECRETARY
FT WORTH,TX
Agreement for Southside Street Program
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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Exhibit A
Project
NEAR SOUTHSIDE CIP/TIF STREET REPAIR PROGRAM
Project description, scope, and funding
The collaborative Near Southside street repair program managed by Fort Worth South, Inc. and
the City of Fort Worth addresses poor street conditions and deferred street maintenance
throughout the district. The program's purpose is to restore the Near Southside's roadway
infrastructure to current standards and to support continued private investment along those
repaired roadways.
The City and FWSI reached agreement on a funding approach that leverages the City's 2014 CIP
funds for greater impact. The funding agreement splits Program expenses 50/50 between the
City's 2014 CIP and the Southside TIF. In addition to the funding partnership, a management
and implementation partnership between the City and FWSI allows for a collaborative and
efficient management approach to these street projects.
The Program scope of work includes:
• Identifying street segments and finalizing boundaries and general scope of
repair/reconstruction
• Finalizing cost estimates and prioritized schedule of completion
• Procuring engineering services
• Managing the design of street repair and reconstruction projects
• Managing the bid process for construction
• Construction management
• Inspection
PROJECT FUNDING
City of Fort Worth CIP $6.5 million
Southside TIF $6.5 million
TOTAL $13 million
Agreement for Southside Street Program
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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Proposed TIF Streets
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Agreement for Southside Street Program
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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