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HomeMy WebLinkAboutContract 53798 CSC Contract# 53798 s0c��A�y TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT Construction of Transportation Improvements to North Riverside Drive,the Intersection of North Riverside Drive and North Tarrant Parkway,Harmon Road,and the Intersection of Harmon Road and Heritage Trace Parkway(North Tarrant Parkway TIF) This TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between the BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER SEVEN, 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 Seven, City of Fort Worth, Texas, a reinvestment zone designated by ordinance of the City of Fort Worth in accordance with the TIF Act,and the CITY OF FORT WORTH("City"), a home rule municipality organized under the laws of the State of Texas. The Board and City hereby agree that the following statements are hue and correct and constitute the basis upon which the Board and City have entered into this Agreement: A. On December 9,2003,the City Council adopted Ordinance No. 15774,establishing Tax Increment Financing Reinvestment Zone Number Seven, City of Fort Worth, Texas, as expanded by Ordinance 18398-12-2008 on December 9, 2008, ("TIF District"), and establishing the tax increment fund of the TIF District("TIF Fund"). B. On February 3, 2005, the Board adopted a project and financing plan for the TIF District, as amended by the Board on September 29, 2005, (collectively the "TIF Project Plan"). The TIF Project Plan was approved by the City Council on October 25,2005,pursuant to Ordinance No. 16667-10-2005. C. City proposes to acquire,design,and construct public transportation improvements on North Riverside Drive, the intersection of North Riverside Drive and North Tarrant Parkway, Harmon Road, and the intersection of Harmon Road and Heritage Trace Parkway in accordance with the description set forth in Exhibit "A," which is attached hereto and hereby made a part of this Agreement for all purposes("Project"). The Project is located entirely within the TIF District or otherwise directly benefits the TIF District. The Project,while not specifically listed within the TIF Project Plan, meets the criteria set forth in the TIF Project Plan Section N.A., having been determined to meet the regional transportation facility requirements of North Fort Worth and the surrounding areas, including, but not limited to,principal/major arterials, interchanges, and large bridges that: 1)benefit property within the TIF District,as determined by the TIF District's Board of Directors; 2) the construction of which are needed during the term of the TIF District, as demonstrated in a traffic impact study validated by the City's Transportation and Public Works Department as directly benefitting the TIF District; and 3) that will be constructed by the City acting as developer, which will pay the entire cost of construction and be reimbursed for only the Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth EOFFICIAL 2015 Page I of CORD w2otso6l7 TARY, TX public portion of the construction. In accordance with the City's 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 April 20,2016,the City wishes to use all TIF Funds that are not otherwise encumbered by pre-existing contractual obligations and to reimburse the City for the costs of 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. 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 Project Costs 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. The City will oversee and be responsible for all aspects of the Project in accordance with all Legal Requirements. The City will fund construction as a cash receivable to be reimbursed as described below. The Project must be completed on or before December 31, 2020, subject to the terms of this Agreement, including,but not limited to,force majeure. 2. REIMBURSEMENT BY BOARD. 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. 3. TIF FUND CONTRIBUTIONS; PRIORITY OF PAYMENT 3.1 The Board hereby acknowledges and consents to the transfer of all funds collected or due to be collected by the TIF District up to its termination ob December 31, 2019, the estimated total of which is set forth in Exhibit A ("Reimbursement Amount"), to the funds or accounts of the City that will be used to pay for costs of the Project, subject and subordinate to the following existing contractual obligations of the Board as set forth in Section 3.2 below. Any funds remaining from the rdntractual obligations set forth below will be placed into the TIF Fund and used to pay for this Project. 3.2 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 L retain reserves in the TIF Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Partway and City of Fort Worth Rev.06/2015 Page 2 of 9 v20150617 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) The retention by the Board of up to five percent (5%) of the tax increment annually deposited into the TIF Fund in order to pay actual administrative and operating expenses of the TIF District; and (ii) Payments made pursuant to that certain Tax Increment Financing Development Agreement by and between the Board and Hillwood Alliance Services, LLC, or an Affiliate, dated on or about February 10, 2016 (Dalton Signalization and Landscaping along North Riverside Drive); and (iii) Payments made pursuant to that certain Amendment to Tax Increment Financing Development Agreement by and between the Board and Hillwood Alliance Services, LLC, or an Affiliate,Effective Beginning on or about April 20, 2016 (Landscaping along North Riverside Drive). 4. TERM. The term of this Agreement shall be effective as of April 20, 2016, ("Effective Date") and expire 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. 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 North Tarrant Parkway TIF Attn: Jay Chapa Attn: TIF Administrator Assistant City Manager 1150 South Freeway 200 Texas Street Fort Worth, Texas 76104 Fort Worth, Texas 76102 Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 3 of 9 v20150617 with a copy to: Robert Sturns, Director Economic Development Department 1150 South Freeway Fort Worth, TX 76104 6. 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"). 7. 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. 8. 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. 9. 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; delays in planning, issuing permits or certificates of occupancy, or conducting any inspections of or with respect to the Project; or delays caused by 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 that are 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 will be extended for a period of time equal to the period such party was delayed. Agreement for Constriction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 4 of 9 v20150617 10. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 5 of 9 v20150617 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,TEXAS: INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT WO llYH,TEXA By: — /Y By: Cary Moon IQ Chapa Chairman A istant City Manager APPROVED AS TO FORM AND LEGALITY: mk'ho Attested By: ® : Tyler F. Wa ch rrl� Assistan rty Attorney U'' '►� 1•, t Mary Kayser 7i f Resolution No. 2016-03 (April 20, 2016) City Secretary 7 ?Ci�Icn"'-` M&Cs: C-27896 (August 30 2016 • C- 19-0347 December 3 2019 . Agreement for Constriction of Various Transportation Improvements TIF Development Agreement OFFICIAL RECORD behveen Page 6 of IF District Seven North Tarrant Park-Avay and City of Fort Worth C RETARY v20150617 FT. WORTH,TX EXHIBIT "A" PROJECT DESCRIPTION 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. PROJECT ESTIMATED ESTIMATED TIF OTHER TOTAL FUNDING FUNDING North Riverside $6.4 million $6.4 million NA Drive Phase 4 and Intersection Improvements at North Tarrant Parkway Harmon Road $4.5 million $4.5 million NA Design and Intersection at Heritage Trace Parkway Design Harmon Road $17.5 million $8.0 million+/- Future Bond/Impact Right of Way Fee/Other: Acquisition and $9.5 million+/- Portion of Construction* TOTAL $28.8 million $19.3 million+/- $9.5 million +/- * Note: All remaining TIF funding will be allocated to this project. Agreement for Construction of Various Transportation Improvements TIF Development Agreement behveen TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 7 of 9 v20150617 PROJECT DESCRIPTION North Riverside Drive Phase 4 and Intersection Improvements at North Tarrant Parkway This project involves the reconstruction of this section of North Riverside Drive from the existing two-lane county-type roadway to a four lane divided arterial roadway. In addition, this project provides for a proposed roundabout at or other intersection improvements including signalization, at the intersection of North Tarrant Parkway and North Riverside Drive. Tr +1^+1+'+,j•�+?� Shiver Road t T ,} ifr t `� _ V tq� R North Riverside Drive o* li t J 1'r� T North Tarrant Parkway AW Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 8 of 9 v20150617 EXHIBIT "A", continued PROJECT DESCRIPTION Harmon Road Design and Intersection at Heritage Trace Parkway Design This project provides for the design of Harmon Road from the US 81/USS287 Frontage Road to Heritage Trace Parkway as a four-lane divided arterial roadway. This project sets the stage for a future construction project. Harmon Road Right of Way Acquisition and Portion of Construction This project provides for right of way acquisition and construction of Harmon Road from the US 81/USS287 Frontage Road to Heritage Trace Parkway as a four-lane divided arterial roadway, using all remaining TIF funds. Golden Triangle Parkway � r fA � �•.-- (� Harmon Road US 81/ US287 Frontage Road Lry Agreement for Construction of Various Transportation Improvements TIF Development Agreement between TIF District Seven North Tarrant Parkway and City of Fort Worth Rev.06/2015 Page 9 of 9 v20150617