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HomeMy WebLinkAboutContract 59844TAX INCREMENT FINANCING CSC No. 59844 FUNDING AGREEMENT South Main and Rosedale Underpass 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. Near Southside, Inc. ("NSI") completed the conceptual design of improvements to the gateway underpass of South Main at I-30/Union Pacific and Rosedale at I-35W through a previous TIF development agreement (Board Resolution No. 2022-01). D. NSI and the City have worked with community stakeholders and Fort Worth Public Art to complete the conceptual design of recommended public improvements for implementation ("Public Improvements"). E. Through a separate request, the Board has approved funding for NSI to complete the final design and engineering of the Public Improvements F. 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. G 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 Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement OFFICIAL RECORD between TIF District Southside TIF and City of Fort Worth CITY SECRETARY Page 1 of 8 FT. WORTH, TX 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, 2026 ("Completion Deadline"); provided, however, that if the Project is substantially complete by the Completion Deadline, then the Board, through its Chair 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 Fundine. 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 Two Million Eight Hundred Thousand Dollars and Zero Cents ($2,800,000.00) ("Funds") in accordance with this Agreement; provided, however, that if there are not sufficient revenues in the TIF Fund at such time, the financial obligations of the Board to City under this Agreement will be carried forward without interest to the next fiscal year of the TIF District in which there are sufficient revenues in the TIF Fund to satisfy such obligations. In no event will the Board pay City any portion of the Funding in excess of Funds. 2.2 Reimbursement. All costs incurred pursuant to the Project will be advanced and paid for by City and will not, in any event, be paid by the Board except as a reimbursement to City in accordance with this Agreement. 2.3 TIF Fund Contributions. The Board acknowledges and consents to the transfer from the TIF Fund of up to the total amount of the Funds, in whole or in part, to the funds or accounts of the City that will be used to pay for the costs of the Project. 2.4 Limited to Available TIF Funds. Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort Worth Page 2 of 8 Notwithstanding anything to the contrary herein, City understands and agrees that the Board will be required to pay the Funds only from available revenues in the TIF Fund that are attributable solely to tax increment (as defined in Section 311.012 of the Texas Tax Code) generated annually from property located in the TIF District and deposited into the TIF Fund in accordance with the TIF Act. 2.5 Priority of Pavment. Prioritv of Pavment. 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, and the Central City Local Government Corporation dated to be effective December 7, 2005 (Magnolia Green Parking Garage); (ii) 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); (iii) 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); (iv) 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); (v) 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); (vi) 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 approved by the board on August 3, 2022 and amended on April 5, 2023 (Magnolia Lofts); Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort worth Page 3 of 8 (vii) Payment made pursuant to Amendment 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 and amended by the Board on October 19, 2022 (Watts Park Maintenance); (viii) 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 and amended by the Board on August 3, 2022 and on December 7, 2022 (2014 CIP/TIF Street Improvement); (ix) 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 7, 2022 (2023 Street, Streetscape, and Public Space Maintenance Agreement); (x) Payment made pursuant to that certain TIF Development Agreement with Near Southside, Inc. for final design associated with East Rosedale and South Main Gateway improvement projects approved by the Board on December 7, 2022 (East Rosedale and South Main Gateways Final Design) 3. TERM. The term of this Agreement is effective as of December 7, 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. 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: Board of Directors Southside TIF Attn: Michael Brennan, Administrator 1606 Mistletoe Boulevard Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort worth Page 4 of 8 City: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102 Fort Worth, TX 76104 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 will 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 South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort Worth Page 5 of 8 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, neither the Board nor the City waives or surrenders any of their governmental powers or immunities. 13. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, unreasonable delays by the City in issuing any permits or certificates of occupancy or conducting any inspections of or with respect to the Project (based on the amount of time that the City customarily requires in undertaking such activities and based on the then -current workload of the City department(s) responsible for undertaking such activities), or delays caused by unforeseen construction or site issues, fire or other casualty, court injunction, necessary condemnation proceedings, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 14. BOARD REPRESENTATIVE. City understands and agrees that the Board, in its sole discretion, may also appoint certain City staff members, a City department or another entity to serve as its representative in carrying out any or all of the responsibilities of the Board hereunder, and that references to "the Board" in this Agreement mean the Board in its entirety or any such designated representative. 15. NO THIRD PARTY RIGHTS. This Agreement is solely for the benefit of the parties hereto and is not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 16. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Board and the 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 Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort Worth Page 6 of 8 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 TIF FOUR, CITY OF FORT WORTH, TEXAS: By: Elizabeth (Jun 23, 202315:38 CDT) Elizabeth Beck Chair Resolution No. 2023-04-07 (December 7, 2022) CITY OF FORT WORTH By: William Johnson (JuA 20, 2023 13:28 CDT) W lliam Johnson Assistant City Manager 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. Ma. Isabel Ville2as Name of Employee TIF Specialist Title APPROVED AS TO FORM AND LEGALITY: Tyler Wallach Assistant City Attorney a4�Q a � pORT�09 ATTEST: ,,o ors a=o aa44��ao54�4 By: Jannette Goodall City Secretary Agreement for South Main and Rosedale Underpass Construction OFFICIAL RECORD TIF Funding Agreement between TIF District Southside TIF and City of Fort Worth CITY SECRETARY Page 7 of 8 FT. WORTH, TX Exhibit A Project Locations: • East Rosedale under Interstate 35W • South Main Street under Union Pacific Railroad The work will include the following primary tasks: • Construction of all gateway underpass improvements included in plans produced during the final design and engineering phase, including infrastructure, lighting, and operational elements to improve accessibility, walkability, bike -ability, traffic safety • Supplemental funding for improvements associated with installation of public art Agreement for South Main and Rosedale Underpass Construction TIF Funding Agreement between TIF District Southside TIF and City of Fort Worth Page 8 of 8