HomeMy WebLinkAboutContract 58444 CITY SECRETARY
CIONTRACT NO._,_5� TAX INCREMENT FINANCING
FUNDING AGREEMENT
Fire Station Park
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 May 27, 2015 and August 3, 2016, the Board responded to the need for public
park space within the Near Southside by authorizing funding for the City of Fort's acquisition of
a vacant parcel immediately adjacent to Fire Station Community Center and the existing Fire
Station Park.
D. Over the subsequent years, the City and Near Southside, Inc. ("NSI") led a
community-based planning and design process for an expanded Fire Station Park and NSI
completed a private fundraising campaign, drawing funding support from private companies.
E. During the pre-construction phase in the first half of 2022, volatile markets in
construction labor and materials increased construction costs significantly.
F. The City has achieved cost reductions through design modifications and phasing
strategies, while keeping primary design elements intact, including the skateboard plaza, bicycle
track, central green, market plaza, landscaping, and associated improvements ("Public
Improvements").
Agreement for Fires Station Park Construction
ISe��>F RECORD
Funding Agreement
between TIF District Southside TIF and City of Fort Worth (:IyySECRETARY Rev.06/2015
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G. The City is requesting TIF funding for the construction of those Public
Improvements ("Project"), which are set forth in more detail in Exhibit A attached hereto and
incorporated herein for all purposes.
H. 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.
1.1 City will oversee and be responsible for all aspects of the Project in accordance
with this Agreement, the Plans, and all Legal Requirements.
1.2 The Project must be completed in accordance with this Agreement by June 30,2023
("Completion Deadline"); provided, however, that if the Project is substantially complete by
the Completion Deadline,then the Board,through its Chair, or the City,through its designated
Assistant City Manager(in the event this Agreement extends beyond the expiration of the TIF
District), may, in his/her sole and absolute discretion, extend the Completion Deadline up to
an additional six months. For the Development to be "substantially complete", the City must
find that all on-site components of the Project have been substantially completed and are on
schedule for full completion within 6 months, with the exception of any tenant finish out and
minor interior work.
2. FUNDING BY THE BOARD
2.1 Amount of Funding.
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 Hundred Fifty Thousand Dollars and No Cents ($650,000.00) ("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.
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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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 th total
amount of the Funds, in whole or in part, to the funds or accounts of the City that will be u ed 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 t 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 ode)
generated annually from property located in the TIF District and deposited into the TIF Fiind in
accordance with the TIF Act.
2.5 2.4. Priority of Payment.
Notwithstanding anything to the contrary herein, Developer 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, nd the
Central City Local Government Corporation dated to be effective December 7,2005 (Magnolia
Green Parking Garage);
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);
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);
(iv) 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);
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
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(v) Payment made pursuant to that certain Tax Increment Financing Development Agreement
between the Board and The SLS Group LLC for public improvements associated with a
commercial development project at 301 St. Louis Ave. and 311-315 Daggett Avenue approved
by the Board on December 4, 2109(Daggett Avenue Commercial Project);
(vi) Payment made pursuant to that certain Tax Increment Financing Development Agreement
between the Board and 701 Magnolia, LLC for public improvements associated with a
commercial development project at 701 W. Magnolia Ave. approved by the Board on March
4, 2020(701 W. Magnolia Avenue);
(vii) Payment made pursuant to that certain Tax Increment Financing Development Agreement
between the Board and Near Southside,Inc.for design,engineering,fabrication,and installation
of phase two of Near Southside Wayfinding Program approved by the Board on December 2,
2020(Wayfinding Program Phase Two);
(viii) Payment made pursuant to that certain TIF Development Agreement between the Board and
Central City Local Government Corporation to fund an easement for public parking spaces
associated with the Evans&Rosedale Mixed-Use Development Project approved by the Board
on October 13, 2021 (Evans& Rosedale Garage);
(ix) Payment made pursuant to that certain TIF Development Agreement between the Board and
Hoque Global Properties LLC for public improvements associated with the Evans & Rosedale
Mixed-Use Development Project approved by the Board on October 13, 2021 (Evans &
Rosedale Public Spaces and Improvements);
(x) Payment made pursuant to that certain TIF Development Agreement between the Board and
Near Southside, Inc. for a Collaborative Transit-Oriented Development Plan in Support of the
Proposed TEXRail Extension to Mistletoe/Medical District Station approved by the Board on
October 13, 2021 (TEXRail Extension TOD Plan)
(xi) Payment made pursuant to that certain TIF Development Agreement between the Board and
Near Southside, Inc. for public improvements associated with maintenance for streets,
streetscapes, and public spaces located within the TIF#4 boundary approved by the Board on
December 1, 2021 (2022 Street, Streetscape, and Public Space Maintenance Agreement);
(xii) Payment made pursuant to that certain TIF Development Agreement with Near Southside, Inc.
for conceptual design and community engagement associated with East Rosedale and South
Main Gateway improvement projects approved by the Board on March 2, 2022 (East Rosedale
and South Main Gateways Conceptual Design and Community Engagement);
(xiii) Payment made pursuant to that certain TIF Development Agreement between the Board and
Bedford Lodging for public improvements associated with a hotel incorporating historic Fire
Station 5 at Bryan Ave.and E.Tucker St. approved by the Board on March 2,2022(Fire Station
Hotel);
(xiv) Payment made pursuant to that certain TIF Development Agreement between the Board and
Vickery Village Development, LLC for public improvements associated with a mixed-use
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 4 of 10 v20150617
development located along Vickery Blvd. between Hemphill and Adams Streets approved by
the Board on August 3,2022(The Vickery at Near Southside);
(xv) Payment made pursuant to that certain TIF Development Agreement between the Board and
NRP Lone Star Development,LLC for public improvements associated with the Magnolia Lofts
workforce housing development located at Magnolia and Bryan Avenues(Magnolia Lofts);
(xvi) Payment made pursuant to a certain TIF Funding Agreement between the Board and the ity of
Fort Worth for the construction of public park improvements at Fire Station Park(Fire Ration
Park);
3. TERM.
The term of this Agreement is effective as of August 3, 2022 ("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 is binding on and inures to the benefit of the parties, and their
respective successors and assigns. Notwithstanding anything to the contrary, upon the expiration
of the TIF District on December 31, 2022, this Agreement will be assigned,either automatically
by operation of law or otherwise,from the Board to the City of Fort Worth without any further
approvals from the Board or the Developer, and the City will assume all liabilities, duties, and
obligations of the Board and agrees to perform all duties and obligations of the Board under or
related to this Agreement. This will not affect any current obligations on the part of the City to
perform its obligations hereunder and will still constitute an encumbrance of the TIF Funds for
purpose of this Project for the term stated in 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
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 Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page$of to v20150617
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.
11. NO WAIVER.
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 6 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 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.
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 7 of 10 v20150617
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:
BOARD OF DIRECTORS OF TAX CITY OF FORT WORTH
INCREMENT REINVESTMENT
ZONE NUMBER TIF FOUR, CITY OF
FORT WORTH,TEXAS:
ByNEI
By:
eth Beck William Johnseanager
Chair Assistant City
Resolution No. 2022-04-10 (August 3, 2022) M&C No: 22-0800
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.
N me of Employee O- AW
Title
APPROVED AS TO FORM AND LEGALITY:
By:
Tyler Wallach
Assistant City Attorney
ATTEST:
Agreement for Fires Station Park Construction OFFICIAL RECORD
TIF Funding Agreement CITY SECRETARY
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 8 of 10 FT. WORTH,TX v20150617
Ip
By
Jan tte Goodall C�.L
:f4
Ci ecretary
TES
MSC:
1295:
ro-'MCAL RECORD
CIYY SECRETARY
FT. WORTH,TX
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/20I5
Page 9 of 10 v20150617
Exhibit A
Project
Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Page 10 of 10 v20150617
Exhibit A
Project
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Agreement for Fires Station Park Construction
TIF Funding Agreement
between TIF District Southside TIF and City of Fort Worth Rev.06/2015
Pagel of 1 v20150617
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/11/22 M&C FILE NUMBER: M&C 22-0800
LOG NAME: 80FIRE STATION PARK CMAR AGREEMENT AMENDMENT NO.1
SUBJECT
(CD 9)Authorize Execution of Amendment No.1 to City Secretary Contract No. 57409, a Construction Manager at Risk Agreement with Dean
Electric, Inc.,dba Dean Construction, in the Amount of$1,009,464.00 for the Fire Station Park Expansion Project,for a Revised Contract Amount
of$2,512,964.00;Accept Funds in the Amount of$650,000.00 from Tax Increment Reinvestment Zone 44-Southside Medical District;Adopt
Appropriation Ordinances and Amend the Fiscal Years 2022-2026 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No.1 to City Secretary Contract No. 57409, a Construction Manager at Risk Agreement with Dean
Electric, Inc.dba Dean Construction,for the Fire Station Park Expansion project, in the amount of$1,009,464.00,for a revised contract
amount of$2,512,964.00;
2. Accept Tax Increment Reinvestment Zone#4-Southside Medical District Fund, in the amount of$650,000.00 for the Fire Station Park
Expansion project(City Project No. CO2638);
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the TIRZ General Capital Fund in
the amount of$650,000.00,transferred from Tax Increment Reinvestment Zone 44-Southside Medical District Fund for the purpose of
funding the Fire Station Park Expansion project;
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in
the amount of$600,000.00,from available funds,for the purpose of funding the Fire Station Park Expansion project; and
5. Amend the Fiscal Years 2022-2026 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to authorize execution of Amendment No.1 to the Construction Manager at Risk
(CMAR)agreement with Dean Electric, Inc., dba Dean Construction (Dean Construction),for the Park&Recreation Department's(PARD) Fire
Station Park Expansion project, in the amount of$1,009,464.00,for a revised CMAR contract amount of$2,512,964.00,accept local funding from
Tax Increment Reinvestment Zone 44-Southside Medical District(TIRZ 4), appropriate$600,000.00 in receipts and appropriations in the Park
and Recreation (PARD)Dedication Fees Fund, and amend the Fiscal Year 2022-2026 Capital Improvement Program.
On August 30, 2016,the City Council authorized the acquisition of approximately 1.35 acres of land located at 1616 Hemphill Street for the
expansion of the existing Fire Station Park(M&C L-15946). On April 26,2019,an Engineering Services Agreement with Pacheco Koch
Consulting Engineers, Inc.(Pacheco Koch)was administratively executed in an amount of$10,000.00 to prepare Phase I development of the site
(City Secretary Contract No. 52234).On May 6,2020,the City Council authorized Amendment No. 1 to the agreement in an amount of
$124,828.00 to provide additional design and construction documents for the site(M&C 20-0321). On August 8,2022,Amendment No.2 to the
agreement was administratively executed in an amount of$49,300 to provide construction administration services,for a total contract amount of
$184,128.00.
On March 29,2022,the City Council authorized (M&C 22-0241)the CMAR agreement with Dean Construction(City Secretary Contract No.
57409)in the amount of$1,503,500.00,for the installation of 2 skate parks and a market plaza in Fire Station Park.
Amendment No.1 increases the scope to include the installation of a steel pavilion, pump track, lighting, pedestrian walkway,event lawn turf and
angled street parking.The additional scope is consistent with the park master plan.The project construction cost of Amendment No.1
is$1,009,464.00,which brings the total CMAR contract to$2,512,964.00.The overall project cost, inclusive of design and construction, is
$2,697,092.00.
This project is being funded by City PARD Dedication Fees Fund, private funds raised by Historic Southside, Inc., dba Near Southside Arts, Inc.
(NSA)and TIRZ 4 funds.The total funding increase is outlined below.
Fund Source Authority
Original Budget Revised
Budget Adjustment Budget
General Capital;Near Southside M&C 22-
'Projects Fund Arts 0241 $680,000.00 $0.00 $680,000.00
TIRZ General TIRZ#4-
TIRZ Capital Fund Southside This M&C $0.00 $650,000.00 $650,000.00
Medical District
PARD Central City M&C 22-
Dedication Fees(Near 0241;This $1,200,000.00 $600,000.00 $1,800,000.00
Fees Fund SouthsideM&C
Units)
PARD Gas Gas Lease M&C G-
Lease Capital Bonus 18917 $9,446.00 $0.00 9,446.00
Project Fund
TOTAL $1,889,446.00 $1,250,000.00 $3,139,446.00
FUNDING
Funding for this project was not included in the Fiscal Years(FY)2022-2026 Capital Improvement Program(CIP)due to unrealized TIRZ 4 funds at
the time of CIP submission.The action in this M&C will amend the FY 2022-2026 CIP.
Funding is budgeted in the Capital Interfund Transfer Out account of the Economic Development Department's TIRZ 4 Fund and available funds
within the PARD Dedication Fees Fund for the purpose of funding the Fire Station Park Expansion project.
Schedule—Construction services for Fire Station Park Expansion project began in July 2022.Amendment No.1 will extend the completion time of
the whole project to March 2023.
Amendment No. 1 will have no impact on the Park&Recreation Department's annual operating budget when completed.
Business Equity Goal—The City's Business Equity goal on the Amendment No.1 of this CMAR project is 11%. Dean Construction is in
compliance with the City's Business Equity Ordinance by committing to 11%Business Equity participation on this project.
Fire Station Park is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the TIRZ 4 Fund and the Park Planning District(PPD)4.7-6 project within the
PARD Dedication Fees Fund to support approval of the above recommendations;and upon adoption of the appropriation ordinances,funds will
be available in the Fire Station Park Expansion project to support the execution of amendment No.1 to City Secretary Contract No.57409. Prior to
an expenditure being incurred,the Park&Recreation Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office b_)L. Jesica McEachem 5804
Originating Business Unit Head: Dave Lewis 5717
Additional Information Contact: Joel McElhany 5745