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CONTRACT N . p ,..
AMENDMENT T
ECONOMIC DEVELOPMENT MEET PROD AGREEMENT
(CITY SECRETARY CONTRACT NO. 36482)
This AMENDMENT NO 4 TO ECONOMIC DEVELOPMENT PROGRAM
AGREEMEN r ("Amendment") is made and entered into by and between the CITY
OF FORT WORTH ("City") a home rule municipal corporation organized under the
laws of the State of Texas, and .M MUSEUM PLACE HOLDINGS, L:C C ("Developer"),
a Texas limited liability company. BANK OF THE O AR S ("Lender"), a financial
institution organized under the laws of the State of Arkansas that is authorized t ► d
business in the State of Texas, consents to -this Amendment for the limited purposes scat
forth herein.
The following introductory provisions are true and correct and for the basis of this
Amendment-.
As of'January 14, 2008 the City and Developer entered into that certain Economic
Development Program Agreement on file in the City Secretary's Office as City Secretary
Contract No. 36482, as amended by City Secretary Contract Nos. 370166, 36482-A2 and
36482-A3 (collectively, the "Agreement"). nder the Agreement, Developer agreed,
among other things, to construct a xe -,sed development the "Development", as
more specifically defined In the Agreement) on certain real property located in the Clity's
cultural dlstnct, which has been identified by the Comprehensive Plan as a regional
mixed-use growth center where public incentives could�r �► effectively be used as a catalyst
for beneficial long-term planned development in the City. In return, the City agreed to
pay Developer certain Program Grants, as authorized by Chapter 380 of-the Texas Local
Government Code and outlined In the Agreement.
Developer is required to construct the Development In various Phases, each of
which. has a Completioln Deadline established by the Agreement. Due to, changes in
market conditions since the Effective Date of 1 Agreement, Developer has .requested
that the Agreement he amended to extend the Completion Deadlines for Phases fl and 111
and t o revise the dcfI.nition of"'phase 111"' to give Developer greater flexibility in meeting,
market demands for various components of the Development. Because of the public
benefits that the City will receive from the Development, as outlined in the Recitals of the
Agreement, the City is grilling to amend the Agreement in order, to address Developer's
request,
C The City, Developer and Lender previously entered into that certain Consent to
Assignment for Security Purposes of Economic Development Agreement between City of
Fort Werth and Museum Place holdings, LLC (City Secretary Contract No. 364 , as
amended), dated on or about July 14, 2008 (the "Consent"'). Under the Consent, Lender
has a security interest i
Program ra��. rangy a le t� Developer, to
OFFICIAL n the Agreement and the � P y. t
RECORD
Page I CITY SECRETARY
Amendment No.4 to CSC"No.
Economic Devc1opment Pro rain Agreenient with Museum Pia e H5T11,VWQ
W
FCEIVeD SEP
secure certain financing provided by Lender to Developer. Section 6(c) of the Consent
states that until Lender discharges its security interest in the Agreement and the Program
Grants, Lender must consent to any proposed amendment to the Agreement.
NOW, TH:E RIFTORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the City and Developer hereby agree as
follows*-
1. Section 2 of the Agreement (Definitions) is hereby amended to change the
following definitions as follows':
Phase 11 Completion Deadline means December 31, 2013.
No"
Phase III Co leflon Deadline means December 31 2016.
MP I
Phase III or Phase III IMprovements means the third phase of the Development
constructed by Developer, which, at a minimum, shall consist of an aggregate of 2951,000
square feet of space consisting of (i), at least 200, Residential Apartment Units; (ii) a
parking garage with at least six hundred seventy-five (675)' parking, spaces; and (iii)
office and/or ground level retail space of a confi guration and size determined 'by
Developer.
Phase IV Completion Deadline means December 31, 2016.
2. Section 4.7 (Affordable Housing Set-Aside) is hereby amended to read as follows:
Beginning on the Phase 11 Completion Date and for the remainder
of the Term, the greater of at least (i) thirty (3101), Residential Apartment
'Units located on the Phase 11 Parcel and the Phase III Parcel and which
have received final certificates of occupancy or (11), a number of
Residential Apartment 'Units equal to fifteen percent (15%) of all
Residential Apartment Units located on the "Phase 11 Parcel and the Phase
I'll Parcel and which have received final certificates of occupancy,
regardless of the total number of such Residential Apartment Units, shall
be reserved for lease exclusively as quality affordable housing units in
accordance with the provisions of this Section 4.7 (the "Affordable
Housing Units"). Four (4) of the Affordable Housing Units will be set
aside exclusively for lease to qualifying households whose adjusted
incomes do not exceed HUD's then current sixty-five percent (65%)
incon'ie limits for the Fort Worth-Arlington, TX HUD Metro FM R Area at
rents that do not exceed HUD's then current HOME Progran-1 Rent Limits
(as adjusted by the then current allowance for utilities established by the
Fort 'Worth Housing Authority) and must satisfy the inspection conditions
and criteria attached hereto as Exh"b't "C", which is hereby made a part
Page,2
Amendment No.4 to CSC No.36482
Econornic Developinent Program Agreement with Museum Place Holdings,LLC
of this, Agreement for all purposes (the "HUD Units"'); a number of
Affordable Housing Units equal to at least one-third (1/3�) of all
Affordable Housing Units, less the four (4) HUD 'Units, will be set aside
exclusively for lease to qualifying households whose adjusted incomes do
not exceed HUD's then-current sixty percent (60%) income limits for the
Fort Worth-Arlington, TX HUD Metro FMR. Area at rents that do not
exceed thirty percent (30%) of such adjusted incomes-, and the remainder
of the Affordable Housing nits will be set aside exclusively for lease to
qualifying households whose adjusted incomes do, not exceed HUD's
then current eighty percent (80%) income limits for the Fort Worth-
Arlington, TX HUD Metro FMR Area at rents that do not exceed thirty
percent (30%) of such adjusted incomes (all of the preceding, the
"Affordable Housing Commitme,nt"). For Developer's reference,
HUD's, 2007 HOME Program Rent Lin-tits and IUD's 2007 60% income
limits and 80% income limits for the Fort Worth, TX HUD Metro .AMR.
Area are attached hereto as Exhibit "W" and are published annually by
HUD (see www.hud, ov and www.huduser. r
Z). In the event that HUD's
regulations are amended or HtJD's published data is revised to the extent
that Developer's requirements hereunder cannot be ascertained, the City
and Developer will meet and in good faith negotiate afterriative
requirements, that can be ascertained under HUD's amended regulations
and revised published data, with the understanding that such alternative
requirements will be consistent with the requirements set forth in this
Section 4.7 as closely as possible. Developer may meet the Affordable
Housing Commitment by designating the required number of Affordable
ousing Units on the Phase 11 Parcel only, on the Phase III Parcel only or
on both the Phase 11 Parcel and the Phase III Parcel. Developer will
cooperate with the City's Housing, Department in publicizing the
availability of the Affordable Housing Units.,
3, All terms in this Amendment that are capitalized but not defined shall have the
meanings assigned to them in the Agreement.
4. All terms and conditions of the Agreement that are not expressly amended
pursuant to this Amendment shall remain in full force and effect.
51. Pursuant to the requirements set forth in Section 6(c) of the Consent, Lender
hereby consents to this Amendment and ratifies its consent to all previous amendments to
the Agreement made since execution of the Consent (Amendment No. 2, City Secretary
Conti-act Now 36482-A2- Amendment No. 3, City Secretary Contraet 'No. 36482-A3).
Page 31
Amendment No.4 to CS °"No.36482
Economic Development Program Agreement with Mus ni Place,Holdings, LLC
min W=M"M
EXECUTED as of'the last date indicated below.-
UM PLACE HOLDINGS
CITY OF FORT WORTH, MUSE
LLC.
By: 4—Io B y:
Femando Costa ichar d F. Garvey
Assistant City Manager Manager
Date- /401 /ff
00
Date,
BANK OF THE OZARKS, an
Arkansas financial institution:
By:
n
"�am
&*
Title.,-A,
Date: IN
For City of Fort Worth,,
APPROVED AS TO FORM AND LEGALITY.-
By: "10
Peter Vaky
Deputy City Attolmey
M&C: C-26268 05-21-13
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Secretary
Mary J.
K�e
7OFFICIAL,RECORD
Page 4 CITY SECRETARY
Amendment No.4 to CSC No.36482 FTm WORTH, TX�"
Economic Development,Pr gram,Agreement with Museuni Place Holdings, LLC
M&C Review Page I of 2
Official site of the City of Fort Worth,,Texas
CITY COlUNCIL AGENDA
FORT MiUll
COUNCIL ACTION: Approved, on 5/21/201,3
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CONSENT' HEARING:
SUBJECT-. Authorize Execution of Amendment No. to City Secretary contract No. 36482,
Economic Development Program Agreement with Museum Place Holdings, LLC, to
Revise the Definition of Improvements and Affordable Housing, Sets-Aside in Phase III and'
Extend the Completion Deadlines for Phases 11, 111 and IV of the Museum Place
Development(COUNCIL DISTRICT 7)
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RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute Amendment No. 4 to
City Secretary Contract No. 36482, Economic Development Program Agreement with Museum Place
Holdings, LLC, to revise the definition of improver ents and affordable� housing set-aside in Phase III
and extend the completion deadlines folr P,hase Ili, 111 and, IV of the Museurn Place Development.
The city and, Museum Place Moldings, LLC (Developer) entered into an Economic Development
elopment
Program ram A reeme nt(City Secretary, Contract No. 36 2 on Januar 14, 2008. Under the
Agreement, the City agreed to pay the Dievelolper certain economic devellopment grants a quail,to 55
percent of the incremental value of the reall business, personal property and sales tax, authorized by
Chapter 3180 of the"Texas Local Government Code in return for Developer's commitment,to construct
a mixed-use develo anent
p in the vicinity of the Cultural District,, morel commonly known as the
Museum Place Project.
The Agreement calls for Developer to construct Museum Place in four phases and include
commercial„ retail, residential, parking, and a hotel. The Agreement has been amended three times,
each time to extend various completion deadlines associated with the project due to,a substandard
economic climate. The first Amendment also revised the Minority/Womeni-Ownieed Business.
Enterprises commitment and allowed for collateral assignments of the Agreement to a lender.
Phase I has been completed and Phase 11 is,currently under construction. However, due to changes
in market condlitiolns and the availability of financing, the Developer has requested an extension of the
Phase 11 Completion deadline from December 31, 2012 to December 31, 2013. The Developer has
also requested an extension of the completioln deadline for Phase III and Phase IV from December
31 1 20113 to, December 31, 2016 to prevent further;amendments to the Agreement while addressing
the challenging financial markets the project has faced.
The Developer has also requested to amend the definition of the improvements to be included in the
Phase III development due to the continuing changes in market conditions. The; revised languiagi�e will
net change the total square footagel, heard construction costs or types of uses (office, retail,
apartments units) required in Phase 111, but will allow the Developer to have some flexibility in the
amount of square footage dedicated to each specific use.. In connection with this language change,
the Developer has requested that the affordable housing commitment be revised from the greater of
60,000 square feet or 15 percent of the residential units to 15 percent of the residential apartment
units, with a minimum of 30, units. This revision ties the number of affordable units to the total
number of units, in Phase III rather than to the square footage of the residential apartment units. This
revision is also designed to provide the Developer some flexibility in the mix of units and also
p' pp”` — rev ew.asp`� D==182 `8&cotunciId to 5�/�21 201.3 05/2212013
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M&C Review Page 2 of 2
addresses changing market conditions in the average size of apartment uni,ts.
All, other terms and conditions of the Agreement, as previously amended, will remain the same.
The Museum, Place Project is located in COUNCIL DISTRICT 7.
FISCAL INFORIVIATIONXERTIFICATION.:
The Financial Management Services, Director certifies that this action will have no material of on
City funds.
TO, Fund/AccounVCenters, FROM Fund/Account/Cent,ers
Submitted for Cif Manager's Office b)L. Fernando,Costa (6122)
Ors ginat Depart ent Head* Cynthia B. Garcia (81 87)
ing
Additional Information Contact:, Robert Sturns (8003)
ATTACHMENTS
.Museum P:lace Reference Map 13032§. df
http-,/`/apps.cfwnet.org/cotinc,il-,paciket/`me—review.asp'*�lDi--18278&cotinc'lldate==5/21/2013 015/22/2013