HomeMy WebLinkAboutContract 24426-A1 V
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CITY SECRETS P .
CONTRA CT NC- ,�LV4a, - A 1
AMENDMENT NO. I TO
AGREEMENT TO PARTICIPATE IN THE
TAX INCREMENT REINVESTMENT ZONE NUMBER TWO,
CITY OF FORT WORTH, TEXAS
This AMENDMENT NO. I TO AGREEMENT TO PARTICIPATE IN THE TAX
INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF FORT WORTH,
TEXAS ("Amendment") is made and entered into by and between the CITY OF FORT
WORTH, TEXAS (the "City"), a home rule municipal corporation organized under the laws of
the State of Texas, and DENTON COUNTY, TEXAS (the "County" or "Taxing Unit"), a
county organized under the laws of the State of Texas.
RECITALS
A. In accordance with Chapter 311 of the Texas Tax Code and pursuant to City
Ordinance No. 12323, adopted by the Fort Worth City Council (the "City Council") on
December 19, 1995, the City created Tax Increment Reinvestment Zone Number Two, City of
Fort Worth, Texas (the "TIF"). Pursuant to Ordinance No. 13889, adopted by the City Council
on August 10, 1999, the City expanded the original boundary of the TIF established in Ordinance
No. 12323 (the "Original Area"), to include additional property described in Ordinance No.
13889 (the"Expanded Area").
B. The City and the County previously entered into that certain Agreement to
Participate in the Tax Increment Reinvestment Zone Number Two, City of Fort Worth, Texas
("Agreement") pursuant to which the County agreed to deposit into the tax increment fund of
the TIF one hundred percent (100%) of its Tax Increment, as that term is defined in the
Agreement, generated from property located in the Original Area of the TIF. The Agreement,
attached hereto and incorporated herein as Exhibit "A", was approved by Resolution and Order
of the County's Commissioners Court on February 11, 1997 and by the City Council pursuant to
M&C C-17112 on November 10, 1998. The Agreement is a public document on file in the City
Secretary's Office as City Secretary Contract No. 24426. The County does not contribute any of
its Tax Increment generated by property located in the Expanded Area of the TIF.
C. FW Sports Authority, Inc. (the "Sports Authority") is an industrial development
corporation created pursuant to the Texas Development Corporation Act (as codified at Article
5190.6, Section 413, Texas Revised Civil Statutes) to aid, assist, and act on behalf of the City in
the performance of the City's governmental functions to promote the common good and general
welfare of the City and in undertaking and completing projects authorized by such Act.
D. In accordance with its mission, the Sports Authority has purchased the real
property and improvements known as Texas Motor Speedway (the "Property") for $20 million
(the "Purchase Price") from Texas Motor Speedway, Inc. ("TMS"), a Texas corporation,
pursuant to and in accordance with that certain Purchase Contract between the Sports Authority
and TMS dated on or about December 18, 1996 (the "Purchase Contra"�_ —�- ---�
Page I of 4
Amendment No I to Agreement to Participate in Specdwa� IlF � � ' tC
between City of Fort Worth and Denton County
E. As provided in the Purchase Contract and the TIF's project and financing plans,
last adopted by the board of directors of the TIF on September 6, 2002 and approved by the City
Council on October 29, 2002 pursuant to Ordinance No. 15304, tax increment generated from
property located in the Original Area of the TIF is to be used to pay installments on the Purchase
Price.
F. The Sports Authority and TMS have entered into that certain Joint Exploration
Contract dated on or about November 26, 2008 (the "Joint Exploration Contract") for the
purpose of facilitating the production of oil, gas, and other minerals from the Property. The
Sports Authority expects to receive certain revenues associated with the lease or leases of
Minerals (as defined in the Joint Exploration Contract) underlying the Property.
G. The City desires that certain revenues received by the Sports Authority associated
with the lease or leases of Minerals underlying the Property (the "Designated Mineral Lease
Revenues")be used by the Sports Authority as a funding source for installments on the Purchase
Price of the Property in lieu of the City's tax increment generated by property in the original
boundary of the TIF. In accordance with that certain Amendment No. 1 to Purchase Contract
dated on or about November 26, 2008, the Sports Authority and TMS have amended the
Purchase Contract to accommodate this substitute funding arrangement, contingent on execution
of this Agreement.
H. In accordance with Section 311.013(m) of the Texas Tax Code, the City Council
intends to adopt an ordinance pursuant to which the City will cease to contribute tax increment
generated by property located in the TIF upon the effective date of such ordinance, unless the
Joint Exploration Contract by and between the Sports Authority and TMS is terminated in
accordance with its terms between the Sports Authority and TMS.
I. The County is willing to continue contributing tax increment to the TIF following
the effective date of the City's ordinance described in Recital H provided that the City consents
to an amendment of the Agreement that places a cap on the amount of tax increment that the
County will be required to contribute in each remaining year of the term of the TIF, provided that
the Minerals are leased pursuant to the Joint Exploration Contract. The City is willing to comply
with the County's request, as more specifically outlined in this Amendment.
Page 2 of 4
Amendment No I to Agreement to Participate in Speedway TIF
hetwcen City of Fort Worth and Dcnton County
AGREEMENT
NOW, THEREFORE, the City and the County, for and in consideration of the terms
and conditions set forth herein and in the Agreement, the sufficiency of which is hereby
acknowledged, do hereby contract, covenant, and agree as follows:
1. The recitals set forth above are true and correct and form the basis upon which the City
and the County have entered into this Amendment.
2. Section I of the Agreement (Definitions) is hereby amended to add the following
sentence to the definition of"TIF District":
For purposes of this Agreement, "TIF District" shall not include the real property
added to Tax Increment Reinvestment Zone Number Two, City of Fort Worth,
Texas pursuant to City Ordinance No. 13889, adopted by the City Council on
August 10, 1999.
3. The City shall promptly advise the County of the execution of a Mineral lease pursuant to
the Joint Exploration Contract. Effective upon such leasing of Minerals, and subject thereto,
Section II of the Agreement (Agreement to Pay Tax Increment) is hereby amended to read as
follows:
Taxing Unit annually shall pay into the Tax Increment Fund an amount equal to
the lesser of(i) 100% of its Tax Increment or(ii) $90,000.00 of its Tax Increment,
pursuant to §§ 311.013(a), (b) and (f) of the Act and as authorized by the Denton
County Commissioners Court by that certain Resolution and Order adopted
February 11, 1997 and by Resolution and Order adopted December 9, 2008.
Taxing Unit shall make said annual payments for a term beginning January 1,
1997, and ending on December 31, 2026.
If the Joint Exploration Contract fails to be executed or is terminated, the original terms
and conditions of the Agreement shall remain in force. The Resolution and Order adopted
December 9, 2008 is attached hereto and incorporated herein as Exhibit"B".
4. All terms in this Amendment that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
5. All terms and conditions of the Agreement that are not expressly amended pursuant to
this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
multiples to be effective as of the last date indicated below:
Page 3 of 4
Amendment No I to Agreement to Participate in Speedway TIF
between City of Fort Worth and Denton County
CITY OF FORT WORTH, TEXAS: DENTON COUNTY, TEXAS:
By: ��� 'y By: /, -9—
,15�L,Tom Higgins Mary Horn
Assistant City Manager County Judge
Date: �9 Date: �� y
``��,•`��pNER S
ATTEST: ATTEST:
By.Marty Hendrix County er ,a
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Peter Vaky Kim Gilles
Assistant City Attorney Assistant District Attorney
M&C: G-16L`05' 12-/L0Lf
Page 4 of 4
Amendment No I to .Agreement to Participate in Speedway TIF
hetwecn City of Fort Worth and Denton County
01/31/02 THU 09:38 FAX 817 871 6134 CITY HGR 003
CITY SECRETARY
CONTRACT Np
STATE OF TEXAS §
COUNTY OF DENTON §
CITY OF FORT WORTH AND DENTON COUNTY
AGREEMENTTO PARTICIPATE IN THE TAX INCREMENT
REINVESTMENT ZONE NUMBER TWO,
CITY OF FORT WORTH,TEXAS
THIS AGREEMENT is made and entered into by and between the City of Fort Worth,Texas
("City '),a Texa: home-rule municipality,and Denton County,Texas(`°faxing Unit").
WITNESSETH:
0
WHEREAS,on December 19, 1995, the Fort Worth City Council approved Ordinance No-
12323,establishing Tax Increment Reinvestment Zone Number Two,City of Fort Worth,Texas ("TIF
District"), in accordance with the Tax Increment Financing Act, as amended (V.TC.A., Tax Code,
Chapter 311) (the"Act"),to promote development of the area within the TIF District through the use
of tax increment financing;and
WHEREAS, City and Taxing Unit wish to enter into an agreement defining the terms and
conditions under which Taxing Unit will contribute its tax increment to the TIF District Tax Increment
l�qnd;
o NOW, THEREFORE,City and Taxing Unit, in consideration of the terms, conditions and
covenants contared herein,hereby agree as follows:
I. DEFIMTIONS r`"~✓
o
Terms not defined herein shall be construed as defined in the Act (hereinafter defined), or
through normal usage if not defined in the Act. The following terms shall have the following meanings
-when used in this Agreement
"Act" shall mean V.T.CA, Thx Code, Chapter 311, the Tax Increment Financing Act, as
amended.
"Captur_ld Appraised Value"shall mean the total appraised value of the property located within
the q7 IF District for the year less the Tax Increment Base of the TIF Taxing Units.
"Project Plan and Reinvestment Zone Financing Plan"shall mean the project and financing
plan for the development of the TIF District.
"TIF District"shall mean Tax Increment Reinvestment Zone Number Two,City of Fort Worth,
Texas,establisheJ by the Fort Worth City Council Ordinance No] 12323,on December 19, 1995, a copy
of which ordinance is attached hereto and marked Exhibit"A".
"TIFTkuing Units"shall mean those political subdivisions of the State of Texas authorized to
impose ad valorem taxes on property located within the TIP District.
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. 01/31/02 TAU 09:38 FAX 817 871 8134 CITY MGR lih 004
"Thx Increment"shall mean the amount of property taxes levied by a TIP Taxing Unit for the
year on the Captured Appraised Value of taxable property located in the IU District
"Tax Increment Base"shall mean the total appraised value of in property taxable by the TIF
Taxing Units and located in the TIF District on January 1, 1995.
0
"Tax Increment Fund" shall mean a fund consisting of all the 'Pax Increment deposits, all
revenues from th a sale of tax increment bonds or notes,revenues from the sale of any property acquired
as part of the Project Plan and Reinvestment Zone Financing Plan,and other revenues to be used in
the development of the TIF District.
11, AGREEMENTTO PAY TAX INCREMENT
Taxing Unit annually shall pay into the Tax Increment Fund an amount equal to 100% of its
Tax Increment pursuant to§§311.013(a)and(b) of the Act and as authorized by the Denton County
Commissioners Court by Resolution and Order No. adopted February 11, 1997, attached
hereto as Exhibit"B". Taxing Unit shall make said annual payment for a term beginning January 1,
1997, and ending;December 31,2026.
III. RESPONSIBILITY FOR ACTS
City and Taxing Unit shall each be responsible for the sole negligent acts of their officers,
agents,employecs or separate contractors. In the event of joint and concurrent negligence of both City
and Taxing Unit,responsibility,if any,shall be apportioned comparatively in accordance with the laws
of the State of'Itxas,without however,waiving any governmental immunity available to City and Taxing
Unit under ltxtas law and without waiving any defenses of the parries under Texas law.
IV. ADMINISTRATION OF AGREEMENT
This Ag r-ement shall be administered on behalf of the City' by the City Manager's Office of the
City,or the desigpree thereof.
V. DELIVERY ADDRESS
Whenever this Agreement requires or permits any consent,approval,notice,request,proposal,
or demand from one party to the other, the consent, approval,notice, request,proposal, or demand
must be in writing to be effective and shall be delivered to the party intended to receive it at that party's
qddress shown b.-low:
�i
If intended for City, to. Economic Development Director
City of Fort Worth
1000 Throckarorton
V Fort Worth,Texas 76102
If intended for Ta)dng Unit,to- County Judge, Denton County
Courthouse on the Square
I 10 W. Hickory St.
Denton,Texas 76201
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01/31/02 TAU 09:38 FAX 817 871 6134 CITY MGR 9 005
or to such other address as either party may request,in writing,from time to time.
VI- GOVERNING LAW AND VENUE
This Agreement is made subject to the provisions of the Charter and ordinances of City, as
amended;the T�maLs Constitution,codes,and statutes; and all other applicable state and federal laws,
regulations and:-equirements,as amended. Venue for any cause of action arising hereunder sball be
in either Dentor:or Tarrant County,Texas.
VIE. TERM
This Agrcement is effective from January 1, 1997,through December 31,2026.
VIII. ENTIRE AGREEMENT/AMENDMENTS
This Agreement embodies the complete understanding of City and Taxing Unit, and shall
supersede all oral or written previous and contemporary agreements between the parties relating to
matters herein. This Agreement may be amended,modified,or supplemented only by an instrument
in writing executed by City and Taxing Unit. Any alternations,additions or deletions to the terms of
this Agreement:equired by changes in federal,state or local law or regulations will be automaticauy
incorporated into this Agreement without written amendment,and shaII become effective on the date
designated by such law or regulation.
a.nF1FlHANISMl�3000ODI nGMfT71PAGMT
01/ 1/02 THU 09:39 FAX 817 871 6134 CITY MGR Z006
EXECUTED this the �day of Fetr , 199(by City, signing by and through its City
D Manager,and ty Taxing Unit,signing by and through its duly authorized officials.
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APPROVED AS TO FORM AND LEGALM. Q F F W ,"I'FXA,S
By,
L)A v . [.. YG By.
13 39 Weed Bob'Tbrrell
O psr�, ty Attorney City Manager
ATTES
I BY'
DENTON COUNTY,TEXAS
B
oseley,County Judge,
nton County,Texas
ATTEST: /
By:._
Tim Hodges unty Clerk and a Officio — / '7//o'2—
Clerk cif the Commissioners Court of
Contract Authorization
Denton County,TbxaS
aDate
[COMMISSIONERS COURT SEAL]
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01/51/02 THE 08:44 FAX 817 871 6134 CITY MGR 10 025
EXMI T B
to
MM Increment Agreement Between
Denton County Commissioners Court
and the
City of Fort Worth
Q RESOLUTION AND ORDER
NO.
BE IT RESOLVED AND ORDERED 13Y THE COMNUSSIONERS COURT OF DENTON
COUNTY AS FOLLOWS:
(1) The Agreement between Denton County and the City of Fort Worth, relating to the
County's participation in Tax Increment Reiuvestment Zone Number Two of the City of Fort Worth,
is hereby approved and accepted iu the form and substance attached hereto.
(2) The County Judge and the County Clerk are authorized to execute and attest said
Agreement on behalf of the County and to deliver copies thereof to the City of Fort Worth for
execution.
(3) Irt accordance wip the eights reserved to the County in said Agreement and in
accordance with applicable law, is hereby appointed as the
County's representative to the Board of Directors of the referended Reinvestment Zone to serve for
a term ending on December 31, 1998,unless sooner terminated by the Commissioners Court.
(4) This Resolution and Order shall be effective immediately upon its adoption and cntry
and a certified copy hereof shall be attached to said Agreement as Exhibit B thereto_
CERTIFICATION
The undersigned County Clerk and a Officio Clerk of the Commissioners Court of Denton
County hereby o:rtify that the above and foregoing Resolution and Order was adopted by the
Commissioners Court on February 11, 1997,by a vote of�_"For"and L—"Against'.
Tim Hodges, ty perk and Ex Officio Clerk of the
Commissioners Court of Denton County
0
61 V.V1i+AfNMLm100001H G MTSV�FSO.OID
• a
EXHIBIT B
To
Amendment No. 1 to Agreement to
Participate in the Tax Increment Reinvestment
Zone Number Two, Denton County and the City of Fort Worth
RESOLUTION AND ORDER
NO.
BE IT RESOLVED AND ORDERED BY THE COMMISSIONERS COURT
OF DENTON COUNTY AS FOLLOWS:
1. The City of Fort Worth, Texas (the "City") and Denton County, Texas, (the
"County") previously entered into that certain Agreement to Participate in the Tax
Increment Reinvestment Zone Number Two, City of Fort Worth, Texas ("Agreement")
pursuant to which the County agreed to deposit into the tax increment fund of the TIF one
hundred percent (100%) of its Tax Increment, as that term is defined in the Agreement,
generated from property located in the Original Area of the TIF. The Agreement was
approved by Resolution and Order of the Denton County's Commissioners Court on
February 11, 1997, (attached as Exhibit "A" to Amendment No. 1 to Agreement to
Participate in the Tax Increment Reinvestment Zone Number Two, City of Fort Worth,
Texas), and by the Fort Worth City Council pursuant to M&C C17112 on November 10,
1998. The Agreement is a public document on file in the City Secretary's Office as City
Secretary Contract No. 24426.
2. Amendment No. 1 to Agreement to Participate in the Tax Increment
Reinvestment Zone Number Two, City of Fort Worth, Texas, between the City and the
County as it relates to the County's participation in the Tax Increment Reinvestment Zone
Number Two of the City of Fort Worth, is hereby approved and accepted in the form and
substance attached hereto.
3. The County Judge and the County Clerk are authorized to execute and attest
said agreement on behalf of the County and to deliver copies thereof to the City of Fort
Worth for execution.
4. This Resolution and Order shall be effective immediately upon adoption
and entry, and a certified copy hereof shall be attached to said Amendment No. 1 to
Agreement to Participate in the Tax increment Reinvestment Zone Number Two, City of
Fort Worth, Texas, as Exhibit "B" the eto.
t 2 V 40, .
Mary HAV County Judge
t'
t _
Cynthl itY Commissioner R March C ant, missioner
Precinc 1 Precinct 2
Exhibit B- Resolution and Order to Amendment I Speedway TIF Agreement Page 1 42
r p�
t
Bobbie J. it ell, ommissioner Andy Eads, Carimissioner
Precinct 3 Precinct 4
CERTIFICATION
The undersigned County Clerk and Ex Officio Clerk of the Commissioners Court if
Denton County hereby certify that the above and foregoing Resolution and Order was
adopted by the Commissioners Court on December-q—, 2008, by a vote of "For"
and "Against."
CO(j�' Cynthia Mitchell, County Clerk
�O .•;""'�' . ,� and Ex Officio Clerk of the
Commissioners Court of Denton County
CDP
J, F BY
� v
�0C ,>` County Clerk
Exhibit B- Resolution and Order to Amendment I - Speedway CIE Agreement Page 2 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/16/2008 —Ord.No. 18411-12-2008
DATE: Tuesday, December 16, 2008 REFERENCE NO.: G-16405
LOG NAME: 17TIF 2 DEPOSIT
SUBJECT:
Adopt Ordinance Ceasing Participation in Tax Increment Reinvestment Zone Number Two,City of Fort
Worth,Texas, Speedway TIF;Authorize Amendment to Related Participation Agreement with Denton
County,Texas, City Secretary Contract No. 24426
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance providing for the City of Fort Worth to cease participation in Tax Increment
Reinvestment Zone Number Two, City of Fort Worth,Texas, Speedway TIF; and
2. Authorize the City Manager to execute an amendment to City Secretary Contract No. 24426, an
Agreement between the City of Fort Worth and Denton County, Texas,to participate in the Speedway TIF
pursuant to which Denton County,Texas,will continue to participate in the Speedway TIF at an amount not
to exceed$90,000.00 per year.
DISCUSSION:
The Speedway TIF(TIF) was created by the City Council on December 19, 1995,pursuant to Ordinance No.
12323. The original boundary of the TIF included the Texas Motor Speedway. On August 10, 1999,the City
Council adopted Ordinance No. 13889, expanding the size of the TIF,including property owned by
Northwest Independent School District, Beechwood Business Park Joint Venture, Beechwood Hospitality
Development,L.P.,Beechwood Golf Development,L.P., and Roanoke Ranch and Investment Company.
The City of Fort Worth(City)and Denton County elected to deposit into the TIF Fund 100 percent of their
tax increment generated by property located within the original boundary of the TIF. Denton County's
obligation to participate in the TIF is governed by a Participation Agreement between the City and Denton
County,City Secretary Contract No. 24426. All of the City's and Denton County's tax increment revenue
currently is dedicated to discharge the obligation of Fort Worth Sports Authority, Inc., (the Sports Authority)
to pay a$20 million purchase price for Texas Motor Speedway, which the Sports Authority owns. The
current balance of that purchase obligation is approximately$15.9 million.
Northwest Independent School District elected to contribute 100 percent of its tax increment generated by
property located within both the original boundary and the expanded boundary of the TIF. Two—thirds of that
revenue is required to be used for educational facilities located within the TIF. The remaining one—third may
be used for other TIF—eligible expenses set forth in the TIF's project plan, which was approved by the City
Council of the City of Fort Worth in 2002, but that revenue is not available for use in discharging the Sports
Authority's purchase obligation for Texas Motor Speedway. Neither the City nor Denton County contribute
tax increment generated from property located in the expanded area of the TIF.
The Sports Authority has entered into a Joint Exploration Agreement with Texas Motor Speedway. Inc..
(TMS) for the purpose of facilitating the production of oil, gas and other minerals at Texas Motor Speedway
and the Sports Authority expects to receive certain revenues associated with the lease or leases of minerals
underlying the property. The Sports Authority and TMS have agreed to amend the purchase agreement for
TMS so that the Sports Authority can use revenues it receives from mineral leases to discharge its purchase
obligation in lieu of the City's tax increment revenues. In 2008, the City contributed approximately
$350,000.00 to the TIF.
As a result, it is recommended that the City Council adopt an ordinance under which the City will cease
contributing any tax increment revenue to the TIF. However, under state law the City cannot reduce its level
of participation in a TIF unless it gives each county that is participating in the TIF an opportunity to reduce
its level of participation by the same amount. Denton County has agreed to continue contributing a tax
increment to the TIF,provided that the City agrees to cap Denton County's obligation at$90,000.00 per
year. In 2008, Denton County contributed approximately$93,000.00 to the TIF. Denton County's continued
deposits of tax increment to the TIF Fund will continue to be used to assist the Sports Authority in satisfying
its purchase obligation for Texas Motor Speedway. Once that obligation has been discharged Denton
County's tax increment deposits may be used for any TIF—eligible expense authorized by the TIF's project
plan.
The attached ordinance provides for the City to make annual deposits of tax increment generated by property
located in the original boundary of the TIF into a City escrow account instead of the TIF Fund until a mineral
lease is executed between the Sports Authority and TMS. Once those parties enter into a mineral lease, all
revenues in the City escrow account may be transferred to the City's general fund for any use desired by the
City and the City will cease its participation in the TIF altogether. In the event that the Joint Exploration
Contract between the Sports Authority and TMS is terminated before a mineral lease is executed between
those two parties, all parties will return to the status quo,meaning that the revenues in the City escrow
account will be transferred to the TIF Fund and both the City and Denton County will continue to contribute
100 percent of their tax increment to the TIF for use in satisfying the Sports Authority's purchase obligation
for Texas Motor Speedway.
FISCAL INFORMATION:
The Financial Management Services Director certifies that following adoption of the attached ordinance and
execution of a mineral lease between Fort Worth Sports Authority and Texas Motor Speedway,Inc.,in
accordance with the above—referenced Joint Exploration Contract,the City will save at least$350,000.00 per
year.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by: Tom Higgins (6192)
Originating Department Head: Jay Chapa (6103)
Additional Information Contact: Peter Vaky (7601)
ATTACHMENTS
1. 17TIF 2 DEPOSIT Ord.pdf