HomeMy WebLinkAboutContract 47043-A2 CITY SECRETARY Z
CONTRACT NO.
SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 47043
WHEREAS, on September 24, 2015, the City of Fort Worth ("City") and Reserve at
Quebec, LLC ("Developer") made and entered into City Secretary Contract No. 47043 (the
"Contract") as authorized by M&C C-27220, adopted by the City Council on March 3, 2015,and
M&C C-27399, adopted by the City Council on July 28, 2015;
WHEREAS,the funding provided to Developer in the Contract was from a grant received
by City from the United States Department of Housing and Urban Development through the
HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239;
WHEREAS,the purpose of the Contract was to provide $3,500,000.00 in HOME funds in
the form of 2 subordinate loans for a portion of the costs to develop the Reserve at Quebec
Apartments, a 296-unit mixed income multifamily rental complex;
WHEREAS, the Developer has requested an amendment to the construction phase
completion dates in Exhibit "C" Construction and Reimbursement Schedule due to weather
conditions which delayed the completion of earthwork;
WHEREAS, it is the mutual desire of the City and Developer to amend the Contract to
meet Contract objectives.
NOW, THEREFORE, City and Developer hereby agree as follows:
I.
Exhibit "C" — Construction and Reimbursement Schedule attached to the Contract is
hereby replaced with the attached Exhibit "C" — Construction and Reimbursement Schedule
Revised 0112017.
II.
This Amendment is effective as of the Effective Date of the Contract.
III.
All terms and conditions of the Contract not amended herein remain unaffected and in full
force and effect,are binding on the Parties and are hereby ratified by the Parties. Capitalized terms
not defined herein shall have meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON NEXT PAGE] OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,T%
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A2 Rev 01.19.2017 4
Reserve at Quebec,LLC Page 1
Al;
ACCEPTED AND AG
ATTEST: C OF FORT WORTH
y: c`/rias d�Laa�
City Secrety Fernando Costa,Assistant City Manager
M&C: C 27 0 Dated March 3, 2015
M&C: C 27399 Dated July 28, 2015 Date: 2/7//7
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and a ini tration of this contract, including
ensuring perform e and eporting requirements.
A ' Chaisn ousing Development and Grants Manager
APPR VED AS TO FO AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
RESERVE AT QUEBEC,LLC
By: Reserve at Quebec GP, LLC, its Managing Member
By: Fort Worth Housing Finance Corporation,
its Sole Mem
By:
A y Thagard,Assistant General Manager
Date:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A2 Rev 01.19.2017
Reserve at Quebec,LLC Page 2
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M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR »
COUNCIL ACTION: Approved on 3/3/2015 - Resolution No. 4422-03-2015
DATE: 3/3/2015 REFERENCE C-27220 LOG NAME: 17NS RESERVEATQUEBEC
NO..
NON- PUBLIC
CODE: C TYPE: CONSENT HEARING: YES
SUBJECT: Conduct a Public Hearing and Adopt Resolution Supporting an Application by Reserve at
Quebec, LLC to the Texas Department of Housing and Community Affairs for Non-
Competitive (4%) Housing Tax Credits for the Development of the Reserve at Quebec
Apartments to be Located North of Northwest Centre Drive Between Buda Lane and
Quebec Streets, Authorize Change in Use and Expenditure of$3,500,000.00 in HOME
Investment Partnerships Program Grant Funds to the Reserve at Quebec, LLC in the Form
of a Subordinate Loan for the Reserve at Quebec Apartments, Authorize Execution of a
Contract, Authorize Substantial Amendments to the City's 2007-2008, 2008-2009, 2009-
2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans and
Substitution of Funding Years (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Conduct a Public Hearing to allow citizen comment on the application of Reserve at Quebec, LLC
to the Texas Department of Housing and Community Affairs for 2015 Non-Competitive (4%) Housing
Tax Credits for the proposed development of the Reserve at Quebec Apartments, a mixed income
multi-family rental complex to be located north of Northwest Centre Drive between Buda Lane and
Quebec Streets;
2. Adopt the attached resolution supporting the application by Reserve at Quebec, LLC to the Texas
Department of Housing and Community Affairs for 2015 Non-Competitive (4%) Housing Tax Credits
for the development of the Reserve at Quebec Apartments;
3. Authorize substantial amendments to the City's 2007-2008, 2008-2009, 2009-2010, 2010-2011,
2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans;
4. Authorize the City Manager or his designee to substitute funding years in order to meet United
States Department of Housing and Urban Development commitment, disbursement and expenditure
deadlines;
5. Authorize the change in use and expenditure of$3,500,000.00 in prior and current years HOME
Investment Partnerships Program grant funds to the Reserve at Quebec, LLC in the form of a
subordinate loan for the development of the Reserve at Quebec Apartments;
6. Authorize the City Manager or his designee to execute a contract with the Reserve at Quebec,
LLC for the development for a five-year term beginning on the date of execution of the contract;
7. Authorize the City Manager or his designee to extend the contract for two one-year extensions if
the Reserve at Quebec, LLC requests an extension and such extension is necessary for completion
of the development; and
8. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal grant funds.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20809&councildate=3/3/2015 2/14/2017
M&C Review Page 2 of 3
DISCUSSION:
MV Residential Development, LLC (MV) proposes to construct the Reserve at Quebec, a mixed
income multi-family rental development that will consist of up to 296 units on approximately 15 acres
to be located north of Northwest Centre Drive between Buda Lane and Quebec Street. Up to 32 of
the units will be set aside as permanent supportive housing for extremely low-income households, up
to 16 units will be market rate and the remaining units will be available to tenants earning at or below
80 percent of Area Median Income. The amenities proposed for the development include a
clubhouse, swimming pool and walking/jogging paths.
On January 6, 2015, the Board of Directors of the Fort Worth Housing Finance Corporation (HFC)
approved an Agreement with MV to form the Reserve at Quebec, LLC, a Texas Limited Liability
Company, and single purpose entity that will construct, own and manage the Reserve at Quebec
Apartments. The HFC will form the Reserve at Quebec GP, LLC that will serve as managing
member. Reserve at Quebec, LLC will submit an application to the Texas Department of Housing
and Community Affairs (TDHCA) for 2015 Non-Competitive (4%) Housing Tax Credits (4%HTC) as
part of the financing of the costs of the development. It is also applying to the Tarrant County
Housing Finance Corporation for multi-family bonds.
Public Hearing and Resolution:
TDHCA requires applicants for 4% HTC to provide a resolution of"no objection" (or of support) from
the governing body of the jurisdiction in which the proposed development will be sited. As part of the
TDHCA requirements, the governing body must also conduct a public hearing for citizens to provide
comments on the proposed development.
Following the close of the public hearing, Staff recommends that the City Council approve the
attached Resolution supporting the 2015 application for Non-Competitive (4%) Housing Tax Credits
for the Reserve at Quebec Apartments since the development will assist the City in fulfilling its goals
under its Consolidated Plan and Comprehensive Plan by supporting economic development and
providing quality, accessible, affordable housing to low to moderate-income City residents as well as
permanent supportive housing to very low-income residents.
HOME Contract and Loan:
Staff recommends a change in use and expenditure of$3,500,000.00 of the City's HOME Investment
Partnerships Program (HOME) grant funds in the form of a subordinate loan to the Reserve at
Quebec, LLC to be used for a portion of the acquisition and construction costs of the
development. The HOME funds may be used for any HOME-eligible cost for the development as
provided in the contract.
Staff recommends the following contract and loan terms:
1. Contract term of five years commencing on the date of execution with two one-year extensions;
2. $1.5M of the loan funds to be repaid within 20 years of the date of the loan documents based on a
40 year amortization. Principal and interest at one percent or the Applicable Federal Rate, whichever
is less, shall be paid at least annually beginning no later than conversion, as defined in the loan
documents. $2M of the loan funds to be deferred and forgiven provided all HOME requirements and
contract terms are met;
3. Designate HOME-assisted units according the HOME Regulations with a 20 year Affordability
Period; and
4. Payment of the HOME funds and performance of the HOME requirements to be secured by a
recorded deed of trust.
The expenditure of HOME funds is conditioned upon the following:
1. Receipt of grant funds from the United States Department of Housing and Urban Development
(HUD);
2. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58;
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20809&councildate=3/3/2015 2/14/2017
M&C Review Page 3 of 3
3. Authorization to use grant funds from HUD;
4. Equity, construction and permanent financing for the development acceptable to the City;
5. Award of tax credits by TDHCA;
6. Certificate of bond reservation by the Texas Bond Review Board; and
7. Closing on equity and all other financing for the development.
Action Plan funding years selected may vary and be substituted based on the Principle of First In,
First Out. The development will benefit low and very low-income City citizens by providing them with
quality, accessible, affordable housing. A public comment period on the change in use of these
HOME funds was held from January 15, 2015 to February 13, 2015. Any comments will be
maintained by the Housing and Economic Development Department, in accordance with federal
regulations.
The development is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Fiscal Year 2015 budget included appropriations of$4,798,461.51 in the Grants Fund for this
purpose. As of January 29, 2015, the amount of$113,414.84 has been expended. Upon approval of
this recommendation, the Financial Management Services Director certifies that funds are available
within the existing appropriations for this expenditure.
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 005206181550 $533,894.82 GR76 539120 005206181070 $133,894.82
GR76 539120 005206271550 $276,210.59 GR76 539120 005206181360 $400,000.00
GR76 539120 017206351550 $323,789.41 GR76 539120 005206271150 $276,210.59
GR76 539120 017206461550 $94,271.43 GR76 539120 017206351150 $323,789.41
GR76 539120 017206531550 $2,117.78 GR76 539120 017206461990 $94,271.43
GR76 539120 017206281550 $804,137.57 GR76 539120 017206531990 $2,117.78
GR76 539120 017206651550 $955,446.40 GR76 539120 017206281080 $600,000.00
GR76 539120 017206721550 $510,132.00 GR76 539120 017206281990 $204,137.57
GR76 539120 017206651980 $794,076.84
GR76 539120 017206651990 $161,369.56
GR76 539120 017206721990 $510,132.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Cynthia Garcia (8187)
Additional Information Contact: Cynthia Garcia (8187)
Chad LaRoque (2661)
ATTACHMENTS
Map.pdf
Reserve At Quebec Tax Credit Resolution CL VQ (4).doc
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20809&councildate=3/3/2015 2/14/2017
M&C Review Page 1 of 3
"official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
COUNCIL ACTION: Approved on 7/28/2015
DATE: 7/28/2015 REFERENCE C-27399 LOG NAME: 17NS
NO.: RESERVEATQUEBECUPDATE2
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Amend Mayor and Council Communication C-27220 for the Development of the Reserve
at Quebec Apartments to Authorize Expenditure of HOME Investment Partnerships
Program Grant Funds of$2,000,000.00 to MV Affordable Housing LLC, in the Form of a
Subordinate Forgivable Loan, Authorize Execution of Contract, Approve Assignments of
Contract and Loan Documents and Approve Waiver of Certain Related Development
Fees Estimated at $204,000.00 (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Amend Mayor and Council Communication C-27220 for the development of the Reserve at Quebec
Apartments to authorize expenditure of$2,000,000.00 of HOME Investment Partnerships Program
grant funds to MV Affordable Housing LLC, in the form of a subordinate deferred forgivable loan;
2. Authorize the City Manager or his designee to execute a HOME contract for the development with
MV Affordable Housing LLC, for the $2,000,000.00 forgivable loan for a five year term beginning on the
date of execution of the contract;
3. Authorize the City Manager or his designee to extend the HOME contract for two one-year
extensions if such extension is necessary for completion of the development;
4. Authorize the City Manager or his designee to amend the HOME contract if necessary to achieve
project goals provided that the amendment is within the scope of the project and in compliance with
City policies and applicable laws and regulations governing the use of federal grant funds;
5. Authorize the acceptance of an assignment to City by MV Affordable Housing LLC, of the loan
documents for the $2,000,000.00 forgivable loan made by MV Affordable Housing LLC, to Reserve at
Quebec, LLC, and approve the assignment by MV Affordable Housing LLC, of the related HOME
contract to Reserve at Quebec, LLC;
6. Approve the waiver of certain related development fees estimated at $204,000.00 which will count
towards the City's match obligation for the HOME Investment Partnerships Program grant funds; and
7. Find that the waiver of such fees serves to carry out the public purpose of providing quality,
accessible, affordable housing for low to moderate-income families and individuals in accordance with
the City's Comprehensive Plan and Annual Action Plan and that adequate controls are in place through
the HOME contract to carry out such public purpose.
DISCUSSION:
On March 3, 2015, the City Council approved the change in use and expenditure of$3,500,000.00 of
HOME Investment Partnerships Program (HOME) grant funds to the Reserve at Quebec, LLC
(Reserve)for the development of the Reserve at Quebec Apartments, a proposed 296-unit mixed
http://apps.cfwnet.org/council packet/mc_review.asp?ID=21129&councildate=7/28/2015 2/14/2017
M&C Review Page 2 of 3
income multifamily development to be located between Buda Lane and Quebec Street (M&C
C-27220). Of the $3,500,000.00 in HOME funds, $1,500,000.00 is to be repaid and $2,000,000.00 is
to be a forgivable loan, provided all HOME requirements and contract terms are met.
Miller-Valentine Operations, Inc., whose affiliate MV Reserve at Quebec, LLC, will be a member of
Reserve, has requested that its affiliate MV Affordable Housing LLC (MVAH), be the initial borrower
of the $2,000.000.00 forgivable loan instead of Reserve so that there is no risk that the loan proceeds
will be subject to taxation by the Internal Revenue Service. MVAH will execute a HOME contract and
a promissory note for the $2,000,000.00 in favor of the City and simultaneously loan the
$2,000,000.00 to Reserve for the development. To collateralize the loan from City to MVAH, the loan
documents for the $2,000,000.00 loan from MVAH to Reserve will be assigned by MVAH to the City
and MVAH will assign its obligations under the related HOME contract to Reserve. All other terms for
the $1,500,000.00 HOME loan to Reserve, the $2,000,000.00 forgivable HOME loan and the related
HOME contracts for those funds approved under M&C C-27220 remain the same.
Staff recommends amending M&C C-27220 to allow City to enter into a HOME contract for a
$2,000,000.00 forgivable loan with MVAH for the development of the Reserve at Quebec Apartments,
approve the collateral assignment by MVAH to City of related loan documents and approve the
assignment by MVAH of the related HOME contract to Reserve.
Fee Waivers:
The City is obligated to match 12.5 percent of the HOME funds drawn from its HOME Treasury
Account each program year as part of its annual entitlement grant from the United States Department
of Housing and Urban Development (HUD). The City's match obligation must be satisfied annually
from non—federal sources used for qualified housing projects, such as donated materials, cash
donations, in—kind contributions and sweat equity. In order to assist the City in meeting its match
requirement for the HOME grant, Staff recommends that the City waive fees estimated at
$204,000.00 related to the development of the Reserve at Quebec Apartments that would otherwise
be charged by the City including but not limited to:
(a) all building permit related fees (including Plans Review, Inspections and Re—inspection Fees); (b)
Plat/Replat Application Fees; (c) Board of Adjustment Application Fees; (d) Demolition Fees; (e)
Structure Moving Fees; (f) Zoning Fees; (g) Street/Alley and Utility Easement Vacation Application
Fees; (h) Temporary Encroachment Fees; (i) Consent/Encroachment Agreement Application Fees; 0)
Urban Forestry Application Fees; (k) Sign Permit Fees; (1) Community Facilities Agreement (CFA)
Application Fees; and (m) Street Closure Fees. Water and sewer impact fees are not waived and
must be paid in full by Reserve, the developer.
Staff recommends the waiver of the above listed fees as an appropriate tool that incentivizes and
promotes private financial participation with the City in its pursuit of the goals in the Comprehensive
Plan and the Annual Action plan for creating quality, accessible, affordable housing for low to
moderate-income families and individuals. By maximizing the fiscal efficiency of the financial
participation by a private developer, the fee waivers will serve the public purpose of assisting the City
in meeting its affordable housing goals, including in this project specifically, the City's goal of
providing more permanent supportive housing units. The provisions of the HOME contract establish
adequate controls to ensure that the public purpose associated with these fee waivers is carried out.
The development is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriation of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by:
http://apps.cfwnet.org/c ouncilpacket/mc_review.asp?ID=21129&councildate=7/28/2015 2/14/2017
M&C Review Page 3 of 3
Fernando Costa (6122)
Originating Department Head: Allison Gray (8187)
Additional Information Contact: Chad LaRoque (2661)
Avis Chaisson (6342)
ATTACHMENTS
Map.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21129&councildate=7/28/2015 2/14/2017