HomeMy WebLinkAboutContract 41635-A1 (2)CITY SECRETARY
FIRST AMENDMENT TO cQNjCT NO.
CITY SECRETARY CONTRACT NO. 41635
U3Cretk\
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
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 Contract provided City HOME funds to Developer for hard construction
costs for the project which was to provide 15 HOME -assisted units ("HOME Units") to low and
moderate income tenants for a 20 year Affordability Period;
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, it is the mutual desire of the City and Developer to amend the Contract to
achieve project goals by adding an additional 4 HOME Units for a total of 19 HOME Units, to
amend the HOME Funds Budget to allow the HOME Funds to be used for soft costs as well as
hard construction costs, and to clarify certain regulatory requirements.
NOW, THEREFORE, City, acting by and through Susan Alanis, its duly authorized
Assistant City Manager, and Developer, acting by and through Jesus J. Chapa, its duly authorized
signatory agent, do hereby agree as follows:
OFFIOAL EC RD
MTV Eck TARY
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CONTRACT AMENDMENT CSC NO.41635
Race Street Lofts, Ltd.
Page 1
Rev. 06-09-11
I.
2. DEFINITIONS
The following definitions in this section are amended to be and read as follows:
` HOME Unit means a unit that is subject to the HOME Regulations. HOME Units can be
designated as either High and\or Low HOME units
This project contains 19 Home Units.
High HOME Unit means a unit that must be leased to High HOME Ehgible Tenant and leased
for High HOMh Rent High HOME Units can float among units that are materially similar in
number of bedrooms, square footage, and amenities; however, if the units are not materially
similar, then the High HOME units must be fixed.
This project contains 15 High HOME Units
Low HOME Unit means a unit that must be leased to Low HOME Ehgible Tenant and leased
for Low HOME Rent Low HOME Units can float among units that are materially similar in
number of bedrooms, square footage, and amenities; however, if the units are not materially
similar, then the Low HOME units must be fixed.
If there are more than 5 HOMh, Units, then 20% of the total HOME units must be designated as
Low.
This project contains 4 Low HOME Units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and
(ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income
does not exceed 80% of AMI Tenant Income must be verified using the most current HUD
Income Guidelines and Technical Guidance for Determining Income and Allowances subject to
the income verification requirements of Section 7 2 of this Contract. The definition of annual
income to determine tenant income eligibility under this Contract shall be the definition
contained in 24 CFR Part 5.609 as amended from time to time."
II
Section 8.4 is amended to be and read as follows:
` 8.4 Compliance with Davis -Bacon. Developer will comply with the Davis -Bacon
Act as described below in Section 15.14 of this Contract In order to monitor for compliance,
Developer shall provide City access to employee payrolls, contractor and subcontractor payrolls
and other wage information for persons performing construction of the Required Improvements.
CONTRACT AMENDMENT CSC NO.41635
Race Street Lofts Ltd.
Page 2
Rev. 06-09-11
In addition, Developer shall ensure that the City will have access to employees, contractors and
subcontractors and their employees in order to conduct onsite interviews with laborers and
mechanics."
Exhibit ' A" Project Summary - Scope of Work and Exhibit "B" Budget attached to
the Contract are hereby replaced with the Exhibit "A" Project Summary - Scope of Work and
Exhibit "B ' Budget attached hereto.
IV.
All other terms and conditions of City Secietary 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
Race Street Lofts Ltd.
Page 3
Rev. 06-09-11
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IN WITNESS WHERE4NAge
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APPROVED AS TO FORM AND LEGALITY:
A Sat
Assistant City Attorney
OF FORT WORTH
Alanis, 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 Genera Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on dAiUm- 1.3 , 2011 by Susan
Alanis, Assistant Cit M
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UNDA M. HIRRLINGER
MY COMMISSION EXPIRES
February 2, 2014
d M V *t i t L -1 s4. A.
1lty of Fort orth, on behalf the City of Fort Worth.
CAI M Wthk�jnctn
Notary Public, State of Texas a
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ga Ali tf, 62 // by Jesus J. Chapa,
Assistant General Manager of the Fort Worth H6 'sin Finance Corporation, a Texas housing
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finance corporation, on behalf of said corporation, as Sole Member of Race Street Lofts GP,
LLC, a Typsillared liability company, General Partner of Race Street Lofts, Ltd., a Texas
limited M;1p��,�-'���.l�ryl�rsM j g on behalf of such limited partnership.
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CONTRACT�RMENI9MENT CSC NO.41635 CITY SECRETARY Page 4
1 FRace Street Lofts, Ltd.''�WORTH
, TX Rev. 06-09-11
EXHIBIT "A"
PROJECT SUMMARY - SCOPE OF WORK
RACE STREET LOFTS, LTD.
DESCRIPTION: Race Street Lofts, Ltd. ("Developer") will acquire five (5) lots, relocate existing
residents, demolish any existing structures and construct the Race Street Lofts including a clubhouse
located at 2817 Race Street, Fort Worth, TX. 76111 (the `project"). Piimary funding for the project
will be from Low Income Housing Tax Credits (` LIHTC") allocated by the Texas Department of
Housing and Community Affairs ("TDHCA"). The project will be constructed in accordance with the
LIHTC proposal and all applicable amendments submitted to TDHCA during the 2010 application
round. For the 20 yeai Affordability Period, the project will be managed in compliance with this
Contract and applicable provisions of all HOME Regulations governing rental projects. All HOME
units in the project will be affordable to households at or below 60% of Area Median Income (` AMI")
as established by the United States Department of Housing and Urban Development ("HUD") at initial
lease -up. High HOME Tenants who are not the initial tenant of a HOME Unit may have incomes that
do not exceed 80% of AMI.
The term of the Contract for the HOME Funds is for 2 years with a 1 year extension upon written
request and mutual written consent. Developer will be entitled to make requests for reimbursement of
HOME Funds during the 2 year Contract term. Interest will accrue at a late of 1% simple interest
annually Principal and interest shall be due and payable in equal annual installments beginning on the
date the Project's occupancy rate has reached 90% for 3 consecutive months, or not later than 120 days
after receipt of a Certificate of Occupancy for the Project as issued by the City's Planning and
Development Department, and continuing annually thereafter until the maturity date of the Loan as
described in the Promissory Note. Loan payments shall be made out of net cash flow as defined in the
Amended and Restated Limited Partnership Agreement. Repayment of principal and accrued interest
will be due not later than 35 years from the date of the Loan Documents In consideration for HOME
Funds provided through this Contract, Developer agrees to provide the following information and meet
the following requirements:
• Designate 19 floating units in project as HOME -assisted units subject to the "next available unit
rule". Of these units, 4will be Low HOME Units; affordable to low-income tenants at 50% of
AMI or below and 15 will be High HOME Units affordable to low-income tenants at 60% of
AMI or below for initial tenants and 80% of AMI thereafter.
• In addition, 2 units will be accessible for the mobile impaired and 1 unit will be accessible for
the hearing or visually impaired.
• During lease -up period, and until project is fully leased, report beneficiary data regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for all tenants residing in HOME Units, on Form E-2 - Beneficiary
Performance Report. If these HOME Units do not qualify as affordable rental housing
immediately upon lease -up or at any time during the Affordability Period, the City may invoke
any remedies provided for in the Contract or the Loan Documents.
• During the Affordability Period, submit to City annually a copy of its annual audit, and
TDHCA compliance report
CONTRACT AMENDMENT CSC NO.41635
Race Street Lofts Ltd
Page 5
Rev. 06-09-11
SPECIFIC PURPOSE: The specific purpose of this Project is to increase the availability of quality,
accessible and affordable housing for low income City residents.
PROJECT OBJECTIVES: Acquisition, demolition and new construction of affordable housing project
to create 36 affordable units. Nineteen units will be HOME -assisted units, with a per -unit subsidy amount
of $74,346.53.
CONTRACT AMENDMENT CSC NO.41635
Race Street Lofts Ltd.
Page 6
Rev. 06-09-11
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
IKXHI J:j IT 66
Budget
Race Street Lofts, Ltd.
99
Sources and Uses
Development Name:
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
Race Street Lofts
Priority
of Lien
Construction
or Rehab.
Loan Stage
Amt.
Permanent
Loan Stage
Amount
Financing
Participants
1
$
4,400,000
$1,
340,
000
$
1,191,
697
$
4,766,790
2
$
1,412,584
$
1,412,584
City
of
Fort
Worth
Home
Funds
$250,000
$250,000
City
Match
of
Fort
Worth
$140,000
Lifestyle
$
11,903
$7,394,281
$7,781,276
$6,985,229-
$7,781,276
HOME Funds Budget
Soft Costs
Acquisition
Demolition
Hard Construction Costs
TOTAL
$300,000
$730,000
$300,000
$ 82,584
$1,412,584
CONTRACT AMENDMENT CSC NO.41635
Race Street Lofts, Ltd.
Page 7
Rev. 06-09-11
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—RACESTREETLOF'I S2
SUB IECT:
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
Depaitment 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 for m 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 yeas 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
• 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 period 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:
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
FROM Fund/Account/Centers
$14.400.00 GR76 539120
$45.406.05 GR76 539120
$41.421.64 GR76 539120
$27.523.94 GR76 539120
$50.000.00 GR76 539120
$9.759.46 GR76 539120
$44.187.30 GR76 539120
$1.179.885.61 GR76 539120
GR76 539120
GR76 539120
GR76 539120
CERTIFICATIONS:
Submitted for City Manager's Office by:
:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
005206103440
005206133070
005206846170
005206846210
005206930170
005206930200
005206006230
005206141100
005206181020
005206181360
005206072010
Susan Alanis (8180)
Jay Chapa (5804)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
1. Available Funds—17NRPRACESTREETLOF"IS2.udf
2. Available Funds 17NRP—RACESTREETLOFI S2.doc
3. NRPRaceStreetCouncilMan ndf
$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