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Home My WebLink AboutContract 39287-A3AMENDMENT N0.3 TO CITY SECRETARY CONTRACT NO.39287 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT WITH RENAISSANCE SQUARE, LLC This AMENDMENT NO. 3 TO CITY SECRETARY CONTRACT NO. 39287 ("Amendment") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, and RENAISSANCE SQUARE, LLC ("Renaissance Square"), a Texas limited liability company. RECITALS The City and Renaissance Square hereby agree that the following statements are true and correct and constitute the basis upon which the City and Renaissance Square have entered into this Amendment: A. The City and FW Mason Heights, L.P. previously entered into that certain Economic Development Program Agreement, a public document on file in the City Secretary's Office as City Secretary Contract No. 39287, as amended by City Secretary Contract Nos. 39287-A1 and 39287-A2 (collectively, the "Agreement"'). The City subsequently approved assignment of the Agreement by FW Mason Heights, L.P. to Renaissance Square pursuant to that certain Consent to Assignment of Economic Development Program Agreement, a public document on file in the City Secretary's Office as City Secretary Contract No. 39287-CAL B. The City also previously consented to the Assignment of the Agreement by Developer to Western National Bank (the "Lender") granting Lender a security interest in the Agreement (the "Consent to Collateral Assignment"). The Consent to Collateral Assignment is a public document on file in the City Secretary's Office as City Secretary Contract No. 39287-CA2. Co The Agreement provides for the City to pay Renaissance Square certain Economic Development Program Grants in return for Renaissance Square's expenditure of at least $46 million in Construction Costs for the redevelopment of certain real property in southeast Fort Worth as a retail shopping center comprising at least 300,000 square feet by not later than December 31, 2013. The amount of the Program Grants payable to Renaissance Square is subject to increase if the size of the Development is larger by certain increments set forth in the Agreement. D. Due to further delays in the design and construction of certain highway access improvements necessary for the Development, Renaissance Square has requested Page 1 Amendment No. 3 to Economic Development Program Agreement between City of Fort Worth and Renaissance Square, LLC n F Q WORT" ry � QrT - 2 2013 an amendment to the Agreement that extends the Completion Deadline, The City is willing to grant such request solely in accordance with this Amendment. E. The Consent to Collateral Assignment provides that Renaissance Square will not seek an amendment to the Agreement without Lender's written consent. Lender is willing to grant such written consent and to acknowledge the same by execution of this Amendment for that limited purpose. NOW, THEREFORE, in consideration of the mutual benefits and promises contained in the Agreement and this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Renaissance Square agree as follows: AGREEMENT 1. Section 2 (Definitions) is hereby amended to change the definition of the following term, to wit: Completion Deadline means December 31, 2014. 2. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement. 3. This Amendment contains the entire agreement between the parties with respect to the matters set forth herein. All provisions of the Agreement that are not specifically amended by this Amendment shall remain in full force and effect. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Page 2 Amendment No. 3 to Economic Development Program Agreement between City of For[ Worth and Renaissance Square, LLC CITY OF FORT WORTH: Assistant City Manager Date: O%Ll1 3 APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Deputy City Attorney M&C: C-26388 Date: August 13, 2013 RENAISSANCE SQUARE, LLC, a Texas limited liability company: By: Moriah Real Estate Company, LLC, a lim ited mited liability company and its Manager: 00 B l Alfred Branch President Pursuant to and in accordance with the Consent to Collateral Assignment (City Secretary Contract No. 39287-CA2), WESTERN NATIONAL BANK hereby consents to this Amendment: g WESTERN NATIONAL BANK, a national bankinassociation: Nance: not tl"c ,t �, Y Title. S� Date: Page 3 Amendment No. 3 to Economic Development Program Agreement between City of Fort Worth and Renaissance Square, LLC M&C Review Page 1 of 2 COUNCIL ACTION: Approved on 8/13/2013 t3fficial site of the City of Fat Worth, Texas REFERENCE ** 17RS EDPA DATE: 8/13/2013 NO : C-26388 LOG NAME: AMENDMENTNO. 3 CODE: C TYPE: CONSENT PUBLIC NO HEARING. SUBJECT: Authorize Execution of Amendment to Economic Development Program Agreement with Renaissance Square, LLC, City Secretary Contract No. 39287, to Extend the Completion Deadline Pertaining to the Renaissance Square Development at U.S. Highway 287 and East Berry Street (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Amendment No. 3 to Economic Development Program Agreement with Renaissance Square, LLC, City Secretary Contract No. 39287, to extend the completion deadline for the Renaissance Square Development at U.S. Highway 287 and East Berry Street from December 31, 2013 to December 31, 2014. DISCUSSION: On March 24, 2009, the City Council authorized the execution of an Economic Development Program Agreement (City Secretary Contract No. 39287, M&C C-23400) with FW Mason Heights, LP, related to the 63-acre development of retail and commercial buildings to be constructed at the southwest corner of U.S. Highway 287 and East Berry Street, generally known as the Renaissance Square project (Agreement). The Agreement called for a minimum investment amount of $46 million for at least 300,000 square -feet of occupiable retail/commercial space. The Agreement was later assigned to Renaissance Square, LLC (Developer) (M&C C-24394). In return for completing the project, the City agreed to pay the Developer certain economic development program grants for 20 years. This Agreement has been amended twice. The first amendment (City Secretary Contract No. 39287- A1)revised sales tax reporting requirements for sales conducted on the site. The second amendment (City Secretary Contract No. 39287-A2, M&C C-24978) provided the following: 1. Adjusted the development requirements and corresponding grant calculations due to parking and open space requirements of the anchor tenant; and 2. Extended the completion deadline to December 31, 2013 due to delays caused by the design of the turnaround improvements on U.S. Highway 287/Berry/Vaughn. To date, the Developer has provided approximately 295,000 square feet of occupiable space. The turnaround improvements were expected to be completed by March 1, 2013; however, construction did not commence until January 2013. Construction will not be complete on the turnaround improvements until October 1, 2013 due to additional delays with streetlight plans and meter installation. Due to the delays with the design and completing the turnaround, Staff recommends extending the completion deadline to December 31, 2014 in order to allow the Developer time to complete the project. The project is located in COUNCIL DISTRICT 8. http://apps.cfwnet.org/council�acket/mc review.asp?ID=18777&councildate=8/13/2013 10/4/2013 Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers Fernando Costa (6122) Cynthia Garcia (8187) Avis F. Chaisson (6342) http://apes.cfwnet.org/council�acket/mc review.asp?ID=18777&councildate=8/13/2013 10/4/2013