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Home My WebLink AboutContract 41635-A2 (2)SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 41635 CITY SECRETARY CONTRACT NO, ‘07c-ri• R? WHEREAS, on March 31, 2011, the City of Fort Worth ("City") and Race Street Lofts, Ltd. ("Developer") made and entered into City Secretary Contract No. 41635 (the "Contract"), as authorized by M&C C-24290 adopted by the City Council on June 22, 2010, and M&C C-24553 adopted on October 19, 2010, which together provided $1,412,584.00 of City's HOME funds to Developer for the development of the Race Street Lofts (the project); WHEREAS, the Contract provided funding pursuant to a grant received by City from the United States Department of Housing and Urban Development ("HUD") through the Home Investment Partnerships Program ("HOME"), Program No. M-09-MC-48-0204, Catalog of Federal Domestic Assistance ("CFDA") No. 14.239, with which the City desires to promote activities that expand the supply of affordable housing and the development of partnerships among the City, local governments, local lenders, private industry and neighborhood based nonprofit housing organizations; WHEREAS, Developer received an award of Low Income Housing Tax Credits ("LIHTC") from the Texas Department of Housing and Community Affairs ("TDHCA") for the project in 2010 to finance, along with the City's HOME funds, the construction of the Race Street Lofts, a 36-unit multifamily rental development to be located at 2817 Race Street; WHEREAS, the City Council authorized the City Manager or his designee to amend the Contract, if necessary, to achieve project goals provided the amendment is within the scope of the original project and in compliance with applicable laws and regulations. WHEREAS, the Contract was amended on June 13, 2011 in City Secretary Contract No. 41635-Al to add an additional 4 HOME Units for a total of 19 HOME Units and to amend the HOME Funds Budget to allow the HOME Funds to be used for soft costs as well as hard costs as well as clarify certain regulatory requirements; WHEREAS, the Federal procurement processes set out in 24 CFR Part 84.40 through Part 84.48 do not apply to owners and developers; WHEREAS, it is the mutual desire of the City and Developer to amend the Contract for a second time to achieve project goals by removing the requirement to use Federal procurement processes because they do not apply to owners and developers, amending the HOME Funds Budget to set forth the final amount of $214,330.12 for soft costs, change the amount allowed for hard costs to $168,253.88, add asbestos abatement to the line item for demolition and amending the Construction Schedule to reflect these changes to the Budget. NOW, THEREFORE, City, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Developer, acting by and through Jesus J. Chia; i=t—du-ly-authorized signatory agent, do hereby agree as follows: OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts, Ltd. 1 0- 2 5 -1 1 P 01 : 4 3 i -age; 1 Rev. 10-20-11 Section 8.6 is amended to be and read as follows: `Section 8.6 Developer Procurement Standards Developer shall establish procurement procedures to ensure that materials and services are obtained in a cost effective manner. Developer shall comply with all applicable federal, state and local laws, regulations and ordinances for making procurements under this Contract." II. Exhibit "B" Budget and Exhibit "C" Construction Schedule attached to the Contract are hereby replaced with the Exhibit "B" Budget and Exhibit "C" Construction Schedule attached hereto. III All other terms and conditions of City Secretary Contract No.41635 not amended herein remain unaffected and in full force and effect, are binding upon the Parties, and are hereby ratified by the Parties. [SIGNATURES APPEAR ON FOLLOWING PAGE] CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts Ltd. Page 2 Rev. 10-20-11 IN WITNESS WHEREOF, the Parties have executed four copies of this Contract Amendment in Fort Worth, Tarrant County, Texas, this E day of c)c*7eK 2011. ATTEST: City Secretary M&CC-24553 Date: 10-19 APPROVED AS TO FO • Assistant City Attorney 0.0000. FO p/dQo Is o o. It AND L 0 0 0 00 .0 ??9F FORT WORTH oao11/4 0, 44 •Cre do Costa, Assistant City Manager RACE STREET LOFTS, LTD. By: Race Street Lofts GP, LLC, its General Partner, By: Fort Worth Housing Finance Corporation, its Sole Member By: Jesus J. Chapa, Assistant General Manager STATE OF TEXAS § COUNTY OF TARRANT § ��a►z�n �T�� f, / This instrument was acknowledged before me on 2011 by Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of Fort Worth. num •.` o .. C • lit = • ilfX• •q. i..! i maiI •LUG .._...S. .1.11 . _ EVONIA DANIELS MY COMMISSION EXPIRES July 10, 2013 D _ i.. . .rt.._•.. I ..:,,:J L. Os• on v •..r i. . ...-411:Nlat., j•� a_ �'� • Alitrot-e .4-72-14-4 otary Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § instrument was acknowledged before me onfr(1t12&4Ja21. 20%1 Jesus J. Chapa, This g by Assistant General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation, as Sole Member of Race Street Lofts GP, LLC, a Texas limited liability company, General Partner of Race Street Lofts, Ltd., a Texas limited partnership, acting on behalf of such limited partnership. Nota%y Public, State of Texas CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts, Ltd. MATTIE L SANDERS MY COMMISSION EXPIRES March 17, 2014 OFFICIAL RECORD -1TY SECRETARY Rev. 10-2 Source # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS EXHIBIT "B" Budget Race Street Lofts, Ltd. Sources and Uses Development Name: I Race Street Lofts Funding Description Conventional Loan Conventional Loan/FHA Conventional Loan/Letter of Credit HOME Housing Trust Fund CDBG Mortgage Revenue Bonds HTC Syndication Proceeds Historic Tax Credit Syndication Proceeds USDA/ TXRD Loan(s) Other Federal Loan or Grant Other State Loan or Grant Local Government Loan or Grant Private Loan or Grant Other Loan In -Kind Equity/Deferred Developer Fee Construction or Rehab. Priority Loan Stage of Lien Amt. 1 $ 4,400,000 HOME Funds Budget Soft Costs Acquisition Asbestos Abatement and Demolition Hard Construction Costs TOTAL $ 1,191,697 2 $ 1,412,584 $250,000 $140,000 Permanent Loan Stage Amount $1,340,000 $ 4,766,790 $ 1,412,584 $250,000 $ 11,903 $7,394,281 $7,781,276 $7,781,276 $6,985,229- $214,330.12 $730,000.00 $300,000.00 $168,253.88 $1,412,584.00 Financing Participants City of Fort Worth Home Funds City of Fort Worth Match Lifestyle CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts Ltd. Page 4 Rev. 10-20-11 EXHIBIT "C" CONSTRUCTION SCHEDULE Race Street Lofts, Ltd. Activity PHASE I ACTIVITIES: Contract signed Lot Preparation (Demolition) Plumbing Foundation $300,000.00 PHASE I COMPLETE by: November 30, 2011 $300,000.00 PHASE II ACTIVIITES: PHASE II COMPLETE by: PHASE III ACTIVIITES: PHASE HI COMPLETED by: PHASE IV ACTIVIITES: Framing / TPW Mechanicals / Siding / Paint Inspections / Insulation Sheetrock / Brick Interior Trim / Paint Flooring CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts, Ltd. Page 5 Rev. 10-20-11 $ $ Mechanical Trim / Grading / Landscaping Final Trim / Appliances and Fixtures / Fencing Final Inspections Punch List PHASE IV COMPLETED by: July 2012 TOTAL CONTRACT AMENDMENT CSC NO.41635 — No. 2 Race Street Lofts, Ltd. Page 6 Rev. 10-20-11 $168,253.88 $468,253.88 1011 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/19/2010 DATE: Tuesday, October 19, 2010 REFERENCE NO.: C 24553 LOG NAME: 17NRP-RACESTREETLOFTS2 SUBJECT: Authorize an Expenditure of an Additional $550,000.00 of HOME Investment Partnerships Program Grant Funds to Race Street Lofts, Ltd, for a Subordinate Loan Not to Exceed $1,412,584.00 for the Development of the Race Street Lofts Project Located Between the 2800 and 2900 Blocks of Race Street, and Authorize a Substantial Amendment to the City's 1994-1995, 2000-2001, 2003-2004 2004-2005, 2005-2006, 2006- 2007, 2007-2008, and 2008-2009 Action Plans (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a Substantial Amendment to the City's 1994-1995, 2000-2001, 2003-2004, 2004-2005, 2005- 2006, 2006-2007, 2007-2008, and 2008-2009 Action Plans; 2. 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; and 3. Authorize an expenditure of an additional $550,000.00 of HOME Investment Partnerships Program Grant funds to Race Street Lofts, Ltd., for a subordinate loan not to exceed $1,412,584.00 for the development of the Race Street Lofts project located between the 2800 and 2900 blocks of Race Street in the Six Points Urban Village. DISCUSSION: On June 22, 2010, the City Council approved an award of $862,584.00 of HOME Investment Partnerships Program Grant funds to NRP Holdings, LLC (NRP) in the form of a subordinate loan for the development of the the Race Street Lofts a 36-unit multifamily rental project to be located between the 2800 and 2900 blocks of Race Street in the Six Points Urban Village (M&C C-24290) The project will be owned and operated by Race Street Lofts, Ltd., a limited partnership created by NRP and the Fort Worth Housing Finance Corporation (HFC), which will serve as the developer of the project. The HFC formed a single purpose entity to serve as general partner of the limited partnership along with NRP as a limited partner. An application for low income housing tax credits was submitted to the Texas Department of Housing and Community Affairs (TDHCA) with the City's HOME funds as local participation. The TDHCA awarded the project low income housing tax credits on July 29, 2010 Since City Council approval of the $862,584.00 of HOME funds, staff has re-evaluated project development costs in addition to funding sources and identified a gap. Since the project was awarded tax credits and will provide needed density in the Six Points Urban Village, staff recommends the additional $550,000.00 in HOME funds in the form of a subordinate loan not to exceed $1,412,584 00 subject to the following terms and conditions: • Twenty year affordability period • HOME funds will be secured with a recorded deed of trust on land and all improvements • Designate 11 HOME assisted units - 9 High HOME units - 2 Low HOME units • Thirty-five year amortization schedule • One percent simple interest http://apps.cfwnet.org/ecouncil/printmc.asp?id=14262&print=true&DocType=Print 03/31/2011 Page 2 of 2 . Repayment of loan begins within 30 days of the end of the 12th full operating month after project completion Total project costs including the $1,412,584.00 proposed HOME award equal nearly $7,000,000. City staff recommends the change in use and expenditure of $1,412,584.00 in HOME funds for the project which is to benefit low and very low income citizens by providing them with affordable housing. The expenditure of HOME funds is conditioned upon the satisfactory completion of the environmental review per 24 CFR Part 58 and receipt of an authorization to use grant funds from the United States Department of Housing and Urban Development. A public comment penod on the change in use of these HOME funds was held from September 17 2010, to October 18 2010. Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. FUND CENTERS: TO Fund/Account/Centers GR76 GR76 GR76 GR76 GR76 GR76 GR76 GR76 539120 539120 539120 539120 539120 539120 539120 539120 005206103290 005206133390 005206846290 005206930290 005206006290 005206141290 005206181290 005206271290 $14.400.00 $45.406.05 $41.421.64 $27.523.94 $50.000.00 $9.759.46 $44.187.30 $1.179.885.61 CERTIFICATIONS: Submitted for Citv Manager's Office bv: Oriainatina Department Head: Additional Information Contact: FROM Fund/Account/Centers GR76 GR76 GR76 GR76 GR76 GR76 GR76 GR76 GR76 GR76 GR76 539120 539120 539120 539120 539120 539120 539120 539120 539120 539120 539120 005206103440 005206133070 005206846170 005206846210 005206930170 005206930200 005206006230 005206141100 005206181020 005206181360 005206072010 Susan Alan's (8180) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) ATTACHMENTS 1. Available Funds-17NRPRACESTREETLOFTS2.odf (CFW Internal) 2. Available Funds 17NRP-RACESTREETLOFTS2.doc (CFW Internal) 3. NRPRaceStreetCouncilMao.odf (Public) $14.400.00 $45,406.05 $41.375.31 $46.33 $18.523.94 $9.000.00 $50.000.00 $9.759.46 $12,137.83, $32.049.47 $1.179.885.61 http://apps. cfwnet.org/ecouncil/printmc.asp?id=14262&print=true&DocType=Print 03/31/2011