HomeMy WebLinkAboutContract 47128 (2)REC D
OCT4141015'
CIS
CITY SECRETARY
cONTRACT NO. 7 - . • _ • • .
TAX INCREMENT FINANCING
DEVELOPMENT AGREEMENT
Woodhaven Street Light and Traffic Signal Pole Painting
This TAX INCREMENT FINANCING DEVELOPMENT AGREEMENT
("Agreement") is entered into by and between the BOARD OF DIRECTORS OF TAX
INCREMENT REINVESTMENT ZONE NUMBER THIRTEEN, 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 Thirteen, 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, TEXAS.
The Board and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the Board and Developer have entered into this Agreement:
A. On November 27, 2007, the City Council adopted Ordinance No. 17889-11-2007,
establishing Tax Increment Reinvestment Zone Number Thirteen, City of Fort Worth, Texas (the
"TIF District"), and establishing the tax increment fund of the TIF District (the "TIF Fund").
B. On May 29, 2008, the Board adopted a project and financing plan for the TIF
District (the "TIF Project Plan"). The TIF Project Plan was approved by the City Council on
June 27, 2008, pursuant to Ordinance No. 18146-06-2008.
C. City intends to oversee the painting of all City -Maintained Street Light and
Traffic Signal Poles throughout the contiguous area bounded on the east by East Loop 820, the
north by Randol Mill Road, the west by Woodhaven Boulevard, and the south by Interstate 30, in
accordance with the description set forth in Exhibit "A," Project Description, which is attached
hereto and hereby made a part of this Agreement for all purposes (the "Project"). The Project is
located entirely within the TIF District or otherwise directly benefits the TIF District. 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 September 30, 2015, the City wishes
to use up to $121,350 of revenues in the TIF Fund to reimburse the City for costs associated with
the Project.
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 the Woodhaven area. 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.
Agreement for Woodhaven Street Light and Traffic Signal Pole Painting
TIF Development Agreement between Woodhaven TIF District and the City of Fort Worth, Texas
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, obiaois
vZoisosi7
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. Comnletion of Proiect.
For purposes of this Agreement, the Project shall be deemed complete 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 June 30, 2016 (the "Completion
Deadline"). If the Total Project Costs are less than One Hundred Twenty One Thousand
Three Hundred Fifty Dollars ($121,350) then the Reimbursement shall be reduced
accordingly to the actual Project Cost.
All costs incurred pursuant to the Project shall be advanced and paid by the City
and shall not, in any event be paid by the Board except as a reimbursement to the City in
accordance with this Agreement. The Project must be completed in accordance with this
Agreement by the Completion Deadline, subject to confirmation by Economic
Development Department City Staff, which serve 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
executed after the Effective Date of this Agreement contain (i) a provision, similar in
form to Section 5 of this Agreement, 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, any subcontractors and their officers, agents,
servants and employees; (ii) a requirement that the contractor provide City with a bond or
bonds, 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; (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."
1.3. Deadlines for Comnletion of Development and Proiect.
City shall cause the entire Development and the Project to be completed by not
later than Completion Deadline.
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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) One Hundred Twenty One Thousand Three Hundred Fifty Dollars ($121,350) of
City's Qualified Costs in Completing the Pioject (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, howevei, 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 foi 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 1n excess of One Hundred
Twenty One Thousand Three Hundred Fifty Dollars ($121,350) ("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')
m order to assist the Board in verifying that any given expenditure by City
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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 Sheet or at another location in
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 1, 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; (ii) the amount of
money that City paid for completion of the Project and that City claims as a
Qualified Cost; and (iii) 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.
3. TERM.
The term of this Agreement shall be effective as of September 30, 2015 ("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 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
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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;
• 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 PROHIBITED BY LAW, CITY AGREES TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE TIF BOARD, 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 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 AVAILABLE TO THE BOARD AND THE
CITY UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS PARAGRAPH
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ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED
TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY
OTHER PERSON OR ENTITY.
CITY HEREBY ACKNOWLEDGES 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 ANY TIME DURING THE TERM OF THE TIF DISTRICT. CITY
HAS ENTERED INTO THIS AGREEMENT WITHOUT RELYING ON ANY ASSERTIONS,
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 PLAN AND 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. CITY HEREBY AGREES TO RELEASE, AND TO THE EXTENT NOT
PROHIBITED BY LAW, HOLD HARMLESS THE BOARD, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES AND CONTRACTORS, FOR ANY DAMAGES OR CLAIMS,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST INVESTMENT, LOST OR
UNREALIZED PROFITS OR INVESTMENT, AND LOST OR UNREALIZED
FINANCING, THAT MAY ARISE OUT OF OR BE OCCASIONED BY A FAILURE OF
THE TIF DISTRICT TO PRODUCE SUFFICIENT TAX INCREMENT TO SUPPORT ALL
OF THE BOARD'S FINANCL4L OBLIGATIONS UNDER THIS AGREEMENT OR TO
MEET ANY FINANCL4L BENCHMARKS, MILESTONES OR PERFORMANCES
ANTICIPATED BY CITY.
6. DEFAULT.
6.1. Failure to Complete Proiect.
If City has not completed the entire Project by the Completion Deadline, as
defined in and in accordance with Section 1 1 of this Agreement, the Board shall have a
umlateral 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
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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.
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:
Board of Directors
Woodhaven TIF
Attn: Cary Moon, Chair
1000 Throckmorton
Fort Worth, TX 76102
with a copy to:
Robert Sturns, Interim Director
Economic Development Dept.
1150 South Freeway
Fort Worth, TX 76104
9. VENUE AND JURISDICTION.
City:
Doug Wiersig
Transportation/Public Works Dept.
1000 Throckmorton
Fort Worth, TX 76102
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 perfoiniable in
Tarrant County, Texas.
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10. COMPLIANCE WITH LEGAL REOUIREMENTS.
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.
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 pen iiitted under the teinis of this Agreement to do or perfolin
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.
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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.
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:
BOARD OF DIRECTORS OF TAX
INCREMENT REINVESTMENT
ZONE NUMBER THIRTEEN, CITY OF
FORT WO3TH, TEXAS;
By:
Cary Moon,
Chairman
APPROVED AS T • FORM AND LEGALITY:
By.�
aleshia rmer
Senior Assistant City Attorney
Resolution No. 2015-
Date of Board Approval: September 30, 2015
Agreement for Woodhaven Street Light and Traffic Signal Pole Painting
TIF Development Agreement between Woodhaven TIF District and the City of Fort Worth,
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CITY OF FORT WORTH,
By:
Jesus "Jay" Chapa
Assistant City,i
��.
by
AzAl
J{onald P. Gonzales,
OFFICIAL RECORD
CITY SECRETARY
exasFT. WORTH,, TX
Rev. 06/2015
v20150617
EXHIBIT "A"
PROJECT DESCRIPTION
City intends to oversee the painting of all City -Maintained Street Light and Traffic Signal Poles
throughout the contiguous area bounded on the east by East Loop 820, the north by Randol Mill
Road, the west by Woodhaven Boulevard, and the south by Interstate 30, for up to $121,350, to
be completed by June 30, 2016.
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Resolution 2015 — 0 l
Date: September 30, 2015
RESOLUTION
Board of Directors
Tax Increment Reinvestment Zone Number Thirteen, City of Fort Worth, Texas
(Woodhaven TIF)
AUTHORIZING EXECUTION OF A TIF DEVELOPMENT AGREEMENT WITH THE CITY OF FORT WORTH
TO OVERSEE THE PAINTING OF CITY MAINTAINED STREET LIGHT AND TRAFFIC SIGNAL POLES
THROUGHOUT THE CONTIGUOUS AREA BOUNDED ON THE EAST BY EAST LOOP 820, THE NORTH BY
RANDOL MILL ROAD, THE WEST BY WOODHAVEN BOULEVARD, AND THE SOUTH BYINTERSTAJE 30.
WHEREAS, the Board of Directors (the "Board") of Tax Increment Reinvestment Zone Number Thirteen, City of Fort
Worth, Texas (the "TIF District") desires to promote the development and redevelopment of the Woodhaven area as
authorized by the Fort Worth City Council and state law, and
WHEREAS, on May 29, 2008, the Board adopted a Project and Financing Plan (the "Plan") for the 1 lE District, which
Plan was approved by the City Council June 27, 2008 by Ordinance No. 18146-06-2008 and in accordance with Section
311.011 of the Texas Tax Code; and
WHEREAS, in accordance with Section 311.010 of the Texas Tax Code, the Board may use TIF revenue only for the
types and kinds of projects set forth in the Plan; and
WHEREAS, the Plan identifies public improvements that benefit the general public and facilitate development of the TIF
district as an eligible expense; and
WHEREAS, consistent with the Plan, the Board now wishes to enter into an agreement with the City of Fort Worth for
painting street light and traffic signal poles in the area;
NOW THEREFORE, BE IT RESOLVED:
Section 1. That the Board hereby authorizes execution of a Tax Increment Financing Development Agreement with the
City of Fort Worth to oversee the painting of city -maintained street light and traffic signal poles throughout the
contiguous area bounded on the east by East Loop 820, the north by Randol Mill Road the west by Woodhaven
Boulevard, and the south by Interstate 30 ("the Project");
Section 2. That the Agreement shall authorize the use of tax increment to fund or reimburse the cost of the Project in an
amount not to exceed $121,350
Section 3. That the Project shall be completed no later than June 30, 2016.
Section 4. That the Chairperson of the Board is authorized to sign this Resolution on the Board's behalf and execute all
necessary documents and agreements to effect this Resolution.
Section 5. That this Resolution shall take effect immediately from and after its passage.
Approved:
7//5:7
Cary Moon, Chair