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Home My WebLink AboutContract 48085-A1 CITY SECRETAR Y CONTRACT Nth. UU5-8 AMENDMENT NO. 1 TO b, �oQ CONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 48085) This AMENDMENT NO. 1 TO ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Amendment") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas, and ROANOKE 35/114 PARTNERS, L.P., a Texas limited partnership ("Company"). The following introductory provisions are true and correct and for the basis of this Amendment: A. Company is the developer of a mixed use development (consisting of retail, office and residential uses) underway on approximately 279 acres of vacant land in the vicinity of the southwest corner of Interstate Highway 35W and State Highway 114 (the "Development Property"). As of August 25, 2016 the City and Company entered into that certain Economic Development Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 48085 (the "Agreement"). Under the Agreement, Company agreed, among other things, to complete the mixed use development in two phases (defined more specifically in the Agreement as the "Phase I Improvements" and the "Phase II Improvements" and collectively as the "Development") by certain deadlines. In return, the City agreed to pay Company up to fifteen (15) annual Program Grants as authorized by Chapter 380 of the Texas Local Government Code. B. Due to market changes since the parties executed the Agreement, Company has requested an amendment to the Agreement that revises the scope of each Phase of the Development as well as the deadlines for their completion. The City is amenable to this request, provided that Company agrees to increase the minimum Construction Costs that must be expended for the Phase I Improvements and otherwise as reflected solely in this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Company hereby agree as follows: 1. The Recitals set forth above are true and correct and constitute the basis upon which the City and Company have entered into this Amendment. OFFICIAL RECORD Amendment No. 1 to CSC No.48085 CITY SECRETARY Economic Development Program Agreement with Roanoke 35/1 14 Partners,L.P. FT WORTH,TX 2. Section 2 of the Agreement (Definitions) is hereby amended to read as follows: Phase I Completion Deadline means December 31, 2020. Phase I Improvements means the following minimum improvements constructed on the Development Property: (i) at least 300,000 square feet of Commercial/Retail space and (ii) Residential Units comprising at least 100,000 square feet of aggregate living, garage, private patio or balcony and interior common area space, plus any of the Public Infrastructure Improvements that Company elects to construct in connection therewith. Phase II Completion Deadline means December 31, 2023. Phase II Improvements means the following minimum improvements constructed on the Development Property, excluding the Phase I Improvements: (1) at least 250,000 square feet of Commercial/Retail space; (ii) at least 300,000 square feet of Class A office space; and (iii) Residential Units comprising at least 300,000 square feet of aggregate living, garage, private patio or balcony and interior common area space, plus any of the Public Infrastructure Improvements that Company elects to construct in connection therewith. 3. Section 4.2 (Improvements for Phase I) is hereby amended to read as follows: 4.2. Improvements for Phase I. By the Phase I Completion Date, Company must have expended or caused to be expended at least One Hundred Twenty Million Dollars ($120,000,000.00) in Construction Costs for the Phase I Improvements, and the Phase I Completion Date must occur on or before the Phase I Completion Deadline, all as verified in the Certificate of Completion for that Phase issued by the City in accordance with Section 5 (collectively, the "Phase I Improvement Commitment'). Subject to all extensions of time allowed under Section 18 of this Agreement, if the Phase I Improvement Commitment is not met, a default will occur under this Agreement, and Section 7.1 will apply. 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. Page 2 Amendment No. 1 to CSC No.48085 Economic Development Program Agreement with Roanoke 351114 Partners,L.P. EXECUTED as of the last date indicated below, to be effective as of the Effective Date: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALTIY: By: By:— S tt lanis Peter Vaky Aant City Manager Deputy City Attorne Date:_ �P 11 J' M&C: G-19494 3-5-19 Form 1295: 2019-449629 I \J •• CONTRACT COMPLIANCE MANAGER A,AtestWed by. % 1 ° ' `.0 •' iC} 1 By signing below, I hereby acknowledge that I am the person responsible for the monitoring — � , and administration of this contract, including �� J• S ty Secreiiq ` ensuring all performance and reporting , requirements: By: Name of City Employee.-/Ie,.,,,r f ROANOKE 35/114 PARTNERS, L.P., a Texas limited partnership: By: Roanoke 35/114 Genpar, LLC, a Texas limited liability company, its General Partner: B N Y• J�AjAdv'-- Name:M w4A NtA V.vbvI f Title: pw�P-- „ Date: (: 5EC�a E uAFiY Page 3 FT. WORTH',TX Amendment No. 1 to CSC No.48085 Economic Development Program Agreement with Roanoke 351114 Partners, L.P. M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA Fo�T�oRril COUNCIL ACTION: Approved on 3/5/2019 DATE: 3/5/2019 REFERENCE ,G-19494 NAME;LOG 17CHAMPIONSCIRCLEEDPAAMEND1 CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendment to the Economic Development Program Agreement(City Secretary Contract No. 48085)with Roanoke 35/114 Partners, LP, (Developer)for the Construction of an Approximately 1,985,000 Square Foot Multi-Use Project Consisting of Commercial, Office and Residential Space, Known as Champion Circle, Located at the Southwest Comer of Interstate 35 and Highway 114 (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize an amendment to the Economic Development Program Agreement (City Secretary Contract No. 48085)with Roanoke 35/114 Partners, LP, (Developer) for the construction of an approximately 1,985,000 square foot multi-use project consisting of commercial, office and residential space, known as Champion Circle, located at the southwest corner of Interstate 35 and Highway 114. DISCUSSION: On May 19, 2015, (M&C C-18484)the City Council authorized the execution of an Economic Development Program Agreement(City Secretary Contract No.48085)with Roanoke 35/114 Partners, LP, (Developer) for the construction of an approximately 1,985,000 square foot multi-use project consisting of commercial, office and residential space, known as Champion Circle,to be located at the southwest corner of Interstate 35 and Highway 114. The Agreement required the Developer to complete all required construction improvements for Phase I of the development by December 31, 2018 and Phase If of the development by December 31, 2021. The Agreement also featured minimum construction requirements for each phase. Original Economic Development Program Agreement Per the Agreement, the Developer must, as part of its Phase I investments, deliver a minimum of$60 million in Construction Costs with a minimum of 500,000 sq. ft. of Commercial/Retail space. As part of its Phase II investments, Developer must deliver a minimum 500,000 sq. ft. of Commercial/Retail space and 200,000 sq. ft. of Class A Office space with an additional$113 million in Construction Costs. Proposed Amendment In fall of 2018, Developer informed the City that, due to significant changes in market demand affecting the type and amount of retail space that could be supported at the project site, Developer was requesting an amendment to the Agreement. The proposed amendment would decrease the required Phase I Commercial/Retail space to be 300,000 sq. ft., would decrease the required Phase II Commercial/Retail space to be 250,000 sq. ft., and would extend the Phase I and Phase II Completion Deadlines to be December 31, 2020 and December 31, 2023 respectively. The proposed amendment would increase the required Phase I investment in Construction Costs to be$120 million and would increase the Phase II Class A Office requirement to be a minimum of 300,000 sq. ft. Being based on sales tax only, the Developer will accept the risk of any impact or reductions to the total value of program grants resulting from the proposed changes in commercial development to be delivered as part of the project. Phase 1 Completion Deadline http://apes.fortwolthtexas.gov/coil—PaCket/mc review.a�n�T — M&C Review Page 2 of 3 Original Proposed December 31, 2018 December 31, 2020 Phase II Completion Deadline Original Proposed December 31, 2021 December 31, .2023 Phase I Construction Costs Original Proposed $60 million $120 million Phase I Commercial/Retail Original Proposed 500,000 sq. ft. 300,000 sq. f:. Phase II Commercial/Retail Original Proposed 500,000 sq.ft. 250,000 sq. ft Phase 11 Class A Office Space Original Proposed 200,000 sq. ft. 300,000 sq. ft. All other requirements contained in the Agreement would be unaltered by the amendment.A separate Economic Development Program Agreement with Tanger Devco, LLC, (City Secretary Contract No.48084)would be unaffected by the amendment. Staff will place an M&C for City Council consideration on the February 12, 2019 agenda, recommending amendment of the Agreement as outlined above. This project is located in COUNCIL DISTRICT 7. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that upon approval, the amended agreement will not alter the City's long-term financial forecast for Sales Tax except with respect to the timing of delivery of Program Grants as originally estimated, which will be delayed by two years versus the original forecast. TO Fund Department IAccount Project Program Activity Budget Reference# Amoun� ID ID Year (Chartfield 2)�� FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID -- Submitted for City Manager's Office by: Susan Alanis(8180) Originating Department Head: Robert Sturns(2663) Additional Information Contact: Michael Hennig (6024) �,hn„nc+l nacketlmc review.asp?ID=26�66cov�c��date=315•.- 5110�2019 M&C Review Page 3 of 3 ATTACHMENTS Executed CSCNo. 48085 Roanoke.pdf Form 1295-Roanoke Redacted.pdf http://apps.fortworthtexas.gov/council_packet/mc review.asp?1D=26766&councildate=3/5... 5/10/2019