HomeMy WebLinkAboutContract 43317-A1 (2)CITY SECRETARYCONTRACT NO. (51 ) ran
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. NO. 43317
WHEREAS, this First Amendment to a Predevelopment Agreement, City
Secretary Contract No. 43317 ("Agreement"), is made and entered into by and between
the City of Fort Worth ("City") and the Fort Worth Local Development Corporation
("Developer"), a Texas non-profit corporation. City and Developer may be referred to
individually as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of
Housing and Urban Development ("HUD") through the HOME Investment Partnerships
Program ("HOME");
WHEREAS, City has conditionally committed to loan $2,000,000.00 in HOME
funds to Developer for the acquisition and construction costs of a multistory building
containing up to 130 mixed income rental units located on the 200-300 block of West
Lancaster Avenue as further described in, and on the terms outlined in, the Conditional
Commitment attached hereto as Exhibit A;
WHEREAS, the Agreement provided for the reimbursement of $1,000.00 of the
committed HOME funds to Developer for predevelopment expenses for exempt activities
as defined in 24 CFR Part 58;
WHEREAS, Developer has requested that the total reimbursement of committed
HOME funds for predevelopment expenses already incurred be a total of $10,000.00
rather than $1,000.00; and
WHEREAS, it is the mutual desire of City and Developer to amend the
Agreement.
NOW, THEREFORE, the Parties agree to amend this agreement as follows:
I.
a. Paragraph 1 of the Agreement is deleted and replaced with the following
language effective June 13, 2012:
"City will expend up to $10,000.00 out of the committed $2,000,000.00 of
HOME funds prior to execution of loan documents and the HOME contract in
order to reimburse Developer for predevelopment expenses, so long as such
expenses are classified as "exempt activities" as defined in 24 CFR Part 58."
RECEIVED JUL 102013
OFFICIAL RECORD
CITY SECRETARY
FTa WORTH, TX
All other terms and conditions of this Agreement that are not amended herein
remain unaffected and in full force and effect, are binding on the Parties and are hereby
ratified by the Parties.
[SIGNATURES APPEAR ON NEXT PAGE]
Predevelopment Agreement First Amendment - LancRster
BY: I 6144-434.-iO �fs---• 1111'u4
Fernando Costa, Assistant City Manager airs �Qp �4k
nizaectoo4
p$ON O�Y�
8 el 19
ti Ike
0
Velh°�Q�o 000 *
�00000 .cy
14/111
APPROVED AS TO FORM ND LEGALITY: wittiatipfrtt
LiaL cAn A
Assistant City Attorney
IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
Fort Worth, Tarrant County, Texas, on June _-- 7 2013 .
9i
CITY OF FORT WORTH
ATTEST:
City Secretary
M&C C-24976
Date: 06/14/2011
FORT WORTH LOCAL DEVELOPMENT CORPORATION
By:
Fernando Costa, Authorized Signatory Agent
Predevelopment Agreement First Amendment - Lanc3ster
OFFICIAL RECORD.
C1TY SECRETARY
FT, WORTH, TX
CITY sEcaETnaY/,•22I
CONTRACT NO. ,.....
PREDEVELOPMENT AGREEMENT
This Predevelopment Agreement ("Agreement') is made and entered into by and
between the City of Fort Worth (hereafter "City") and the Fort Worth Local Development
Corporation (hereafter ` Developer"), a Texas non-profit corporation. City and Developer
may he referred to individually as a `Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of
Housing and Urban Development ("HUD") through the HOME Investment Partnerships
Program ("HOME");
WHEREAS, City has conditionally committed to loan $2,000,000 00 in HOME
funds to Developer for the acquisition and construction costs of 2 multistory buildings
containing up to 130 mixed income rental units located between Throckmorton Street and
Monroe Street on the North side of Lancaster Avenue ("Project") as further described in,
and on the terms outlined in, the Conditional Commitment attached hereto as Exhibit A;
and
WHEREAS, Developer has requested a portion of the committed funds as
reimbursement for predevelopment expenses already incurred.
2.
NOW, THEREFORE, the Parties agree as follow:
City will expend up to $1,000.00 out of the committed $2,000,000.00 of HOME
prior to execution of loan documents and the HOME contract in order to
reimburse Developer for predevelopment expenses, so long as such expenses are
classified as "exempt activities" as defined in 24 CFR Part 58.
Developer agrees that if (i) the conditions and terms outlined in the Conditional
Commitment are not met, (ii) if for any reason the HOME contract or loan
documents are not executed by December 31, 2013, or (iit) if the HOME contract
and loan documents are executed but Developer defaults under same then all
funds reimbursed under this Agreement will be repaid to City immediately upon
written notice by City to Developer,
•
[SIGNATURES APPEAR ON NEXT PAGE]
OFFICIAL RECORD
CID( SECRETARY
FT. WORTH, TX
IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
Fort Worth, Tarrant County, Texas, on June , 2012.
CITY OF FORT WORTH
By: fl C,+ L
Fernando Costa, Assistant City Manager
APP4tOVED Aye TO FORM AND LEGALITY:
lit (114
Assistant City Attorne
FORT WORTH LOCAL DEVELOPMENT CORPORATION
By: ,
Frank Moss, President
aryJ.Ka ay
Contract Authorization
Date
Predevelopment Agreement - Lancaster
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
CONDITIONAL COMMITMENT
[ATTACHED]
Predevelopment Agreement - Lancaster
3
FORT WORTH
Lancaster Mixed Use Protect Conditional Commitment
LENDER City of Fort Worth ('City")
BORROWER Fort Worth Local Development Corporation ('Borrower")
DEVELOPER Fort Worth Local Development Corporation ("LDC")
CONTRACTOR TBD
AMOUNT $2,000,000.00 of HOME Investment Partnerships Program Grant funds for eligible
project costs as defined in 24 CFR Part 92 (the "Loan")
USE/PROJECT Acquisition and new construction of the project known as the Lancaster Mixed Use
Project, consisting of the new construction of a building that will include both retail
and residential space south of the building known as the "Zipper Building", located on
1118 and 1118 Jennings Avenue and 1115, 1119 and 1121 Monroe Street, Fort
Worth, Texas ("Project') The Project will consist of the construction of a five story
budding with one floor of retail space and approximately fifty (50) housing rental units,
with both affordable and market rent units ("Project')
INTEREST RATE 0%
TERM 1. The term of contract is for twenty (20) years beginning on the date of the
execution of the contract
2. The term of the Loan is twenty (20) years.
PAYMENT / Payments are deferred during the Affordability Period. The Loan will be forgiven 5%
REPAYMENT per year provided all Affordability requirements have been met and the LDC is not
otherwise in default of the Loan terms or contract provisions. Upon default of the
Loan terms or contract provisions the entire balance of the loan will be immediately
due and payable.
LATE CHARGES.
ORIGINATION FEF
DRAW PERIOD
N/A
N/A
Jorrower will be entitled to make requests for draws. on a reimbursement basis.
'lousing and Economic and Development Department
rile Ow of Fort Worth k 1000Throckntortnn Street * Fort Worth. rexas 76102
i17-:92-75`_0 * Fax 817-392-2013
ELIGIBLE COSTS
INVEOTMEN7
OTHER SOURCE$
AFFOEIDABILI'Tyt
AFFOppABtt jfl
PERIOD
COLLATERAi,
LIEN POSITION
RECAPTURE
LIQUIDATED DAMAGES
RENTAL RATES
TITLE INSURANCE
AUDITS
COMPLIANCE WiTH FEDERAL.
STATE. AND LOCAL LAWS
during the contract term. Draws will occur as scheduled and as defined in the
contract City will disburse funds upon receipt of satisfactory documentation and due
diligence satisfaction including receipt of invoices for approved expenditures and
certified releases of mechanic's liens.
Eligible costs to be paid for by these funds will be stipulated in the contract and are
defined under 24 CFR 92.20H.
Estimated investment of up to $10 Million.
The HOME assisted units in the Project are to remain affordable as specified in 24
CFR 92.254 of the HOME Regulations for a minimum of twenty (20) years from the
date the Project has been closed In the HUD IOIS reporting system. If the HOME
assisted units do not remain affordable for the entire Affordability Period then the
remaining balance of the Loan will be immediately due and payable to the City.
A valid Deed of Trust on land and all improvements will be recorded by the City to
secure payment and performance.
The Loan will be in first Ben position ahead of any mortgages or other financial liens
on the property The City will take a second lien position if a construction loan is
required. Any changes in the City's hen position must be approved by the City.
If at any time the Affordability requirements are not met, the City will foreclose its
deed of trust on the property or the remaining balance of the HOME funds must be
repaid.
There shall be a ten percent (10%) payment of the initial Loan amount as liquidated
damages if Affordability requirements are not maintained during the Affordability
Period. This payment shall be due and payable within thirty (30) days of wntten
notice that the City has determined In its sole discretion that the Borrower has not
met the Affordability requirements.
The Project shall be required to use the following HOME Program guidelines for
establishing rents:
Maximum allowable rents are posted on
isww.h ud. aov/ctg/home/Iimits/rent/rentlimithtmt
Borrower will pay the cost of a mortgagee's title insurance policy insuring the amount
of the Loan.
City will conduct annual audits to ensure Affordability requirements. Borrower will
maintain records in accordance with the recordkeeping requirements outlined below.
If it is determined that the use of the funding provided by the City for the stated
Use/Project does not meet HOME requirements Borrower wilt reimburse the City for
the costs deterrnrned to be ineligible and/or disallowed under the HOME regulations.
Borrower agrees that the Project will meet the property standards requirements in 24
CFR 92.251 which includes compliance with the current edition of the Model Energy
•
Rehabilitation Act of 1973 Section 504 requires five percent (5%) of the units; or at"
least one (1) unit whichever is greater; to beaccessible for persons. watt mobility _
Am additional' hew, p (2%)° of diet write must be: accessible for
persons met heartng or visual disabilities; ,
Born:raw must comply witty displacement and relocation requirements at 24 CFR . •
a2 Ttoland24 CFR 4 :...
800.13Wilt cartiftes tti* it. it not. cwrendy hawk ors• the Genets{+.-. Services •
Adrnin r- List- oft Parties Excluded- front Federsf . Procurement' or Nos
procurement Programsin accordance watt Executive Orders 12549 and 12889 aunt
will not enter- into- c r, , , .. , to expend Feder* Fund*. wide 1,1a (., that one -
currently tsted;..,
._ Borrower mutton,* with ail preac abed procedUres regarding,
and equ off, g. marketindisplacement- and' � labor:
rated/OS: ItteStutsect" t property- stands/ t ; and conflicts of interest
- described lnt24 CFR-92 Su provisioner. bpa+f FF aria 2�! CFR� 92Bo4t ; . .
Borrow moat providis a tenant selection policy to enaur*: basic tenant: right* ant .:
In Order tocomply waft federaf .24CFR
BOrrowet must comply wittt: a * applicable Federal taws laws of the State ot• Tam
and ordnance* of the City- of FMltli'ortty;
INSURANCt. REfltAREMtaNi'9'.w. Borrawe r must maintain or cause to be mai i led and present It the Cityon a semis;
annual bast a* Genera►. t labiiity insrusrnce- pow in than amount of $500,0.00 each-•
occurrence' #t,000,000 aggregate :..
Borrower is ta maintain:and present to tart .* orn= a sernitannuisf !mist a
="Automata/liab
ility Insuraricg as foN6wls`: , _
31,000.000.each accident on•cami fined singi&tmil.ram; or
$250,OOOPmperty ..-.
$500.000: Urjtnyf`peeperson peaoc urrencs •
$2, OOo,oOQ Aggregater.
Borrower and GW, i. �,,,, �, to maintar . and present to the CIO- on a �atbasitu
Makers': Caym
an; as follows. .
Statutoryr Umite
EmOayers Liability.
$100.000 each' accident/occurrence .
$100.0 diseesefper employes
$500.000 disease- policy. limit.
Contractor* to maintain and present to tti u City, a i ullders Risk insurance pocky;
acceptable to the. City; and. must be *valid policy at ail titres during that Loan tem ;
Contractor to maintain property' an flood: insurance {,t-required). in form and amount
satisfactory to the City for the Prat during the Loan term:
if applicable; r , „ : must be evidenced by a valid binder/policy. Certificates of
insurance are not acceptable; The City wit be named as Mortgagee and as
Additional insured Party. Ail pobelus will also provide for 30-day prior notification to
the City of cartoon,
RECORDKEEPiNG
CONDITIONS TO LOAN
FUNDING
Borrower must maintain records that will provide accurate, current, separate, and
complete disclosure of the status of the funds received pursuant to this Conditional
Commitment and the contract and pursuant to any other applicable Federal and/or
State regulations establishing applicable standards for financial management.
During normal working hours and as often as City may deem necessary, Borrower
rviil make available to the City ail of its records and will permit City to conduct audits
of ail contracts, invoices, materials, payrolls records of personnel, conditions or
employment and all other data relating to the stated Use/Project.
Borrower will provide quarterly financial and beneficiary reports that will contain such
records, data and information as City may request pertinent to matters covered by
this Conditional Commitment and contract such as leases and income eligibility
certificcation Reports will be due to the Housing and Economic Development
Department within 45 days of the end of the quarter. Required report format/template
and/or instructions will be provided to Borrower by City Borrower will provide any
additional information as requested by the City within ten (10) days of date of receipt
of wntten request
The parties hereto agree and acknowledge that this letter constitutes a
Conditional Commitment of funds and/or site approval, and that any
commitment of funds or approval may occur only upon satisfactory
completion of the subsequent items:
a. An environmental review and receipt by the City of an authorization to
use grant funds from the HUD under 24 CFR Part 58. The parties further
acknowledge that the provision of any funds to the Project is conditional on
the City s determination to proceed with, modify or cancel the Project based
on the results of a subsequent environmental review.
b. HUD Approval of Site and Neighborhood Standards. Relevant information
must be provided if a Neighborhood and Site Standards Study is required by
HUD per 24 CFR 92.202 and 24 CFR 983.6(b).
c. A Subsidy Layering Analysis must be conducted to ensure the Protect is
not over -subsidized using HOME funds as required by per 24 CFR 92.250(b)
it. City Council approval of award of HOME funds for the Project and receipt of
HOME funds from HUD for the Project
Parties are prohibited from undertaking or committing any funds to
physical or choice -limiting actions, including property acquisition,
demolition, movement. rehabilitation, conversion, repair or
construction prior to the completion of environmental review and
receipt of the Authorization to Use Grant Funds from HUD. Violation of
this provision will result In the denial of funds under this Conditional
Commitment. A Notice to Proceed from the City wilt be Issued to
Borrower when the environmental clearance has been received.
OTHER REQUIREMENTS ;f HOME funds are to be used for property acquisition. then construction
must begin within twelve (12) months of purchase date or the date on which
structures are demolished.
Documentation must be acceptable in all respects to the City and its counsel.
1
Borrower will be liable for and will promptly pay all fees Borrower incurs,
including expenses and charges incurred in connection with the negotiation
and preparation of the documents governing or securing the Loan, and other
expenses incurred in connection with the Project constructed with the Loan,
including appraisal and Texas Commission on Environmental Duality (TCEO)
environmental fees, whether or not the Loan closes, in addition to the
pnnapal and interest on the Loan.
iv. All permits and approvals must be in place prior to funding of the Loan.
v. All construction contracts, plans, surveys, etc. must be acceptable to the City
and assigned as additional collateral. Approval is subject to a pre -
construction review of plans, specifications and cost estimates.
vi. Borrower must agree to any reasonable terms and conditions that are
necessary to ensure City and Borrower remain in compliance with all
applicable federal, state and City laws, regulations and ordinances regarding
the Project.
vii. The Loan is to be closed at not cost to the City Borrower shall be
responsible for all costs associated with this transaction, including
mortgagee's title insurance policy, attomey's fees, filing fees, closing costs,
etc.
ACCEPTANCE In order for this Conditional Commitment to remain effective an onginal must be
executed by Borrower and any Guarantors and returned to the City on or before
December 1, 2011. Any extension of such time for acceptance must be in writing
and signed by a City representative. These terms can be modified or other terms
negotiated between the parties upon mutual written agreement.
EXPIRATION To cause this Conditional Commitment to remain in effect, the contract between
Borrower and the City must be executed on or before December 1 2011. Any
extension of such date must be in writing and signed by the City.
Any funds disbursed against this Conditional Commitment will be subject to the City's receipt of satisfactory
documentation of the Loan and due diligence satisfaction This Conditional Commitment is confidential and is intended
solely for the use of the Fort Worth Local Development Corporation. No other person or parties has any rights
whatsoever with respect to the above terms and conditions. These terms can be modified or other terms negotiated
between the parties upon mutual written agreement.
The City attests to Borrower that any funds committed herein were not first provided to the City by the Borrower, the
Developer, any consultant, related party or any individual or entity acting on behalf of the Borrower in its application for the
Loan
We hope the foregoing is responsive to your needs and that you will accept this offer. Please indicate your acceptance
with your sic/natal below and by retumina a signed covv to;
City of Fort Worth
Housing and Economic Development Department
1000 Throckmorton
Fort Worth, TX 76102
Attn: Leticia Rodriguez, Development Project Coordinator
Sincerely,
( afialfA4dA
Sus Janis
Assistant City Manager
Approved as to form and legality:
Date: (a I 24-1 ( i
(i , W��►� Date: (/1 /) L11.
L-Qa. t&'D • ('tu- Wain-
Sermiac-Assistant City Attorney
The undersigned hereby accepts the foregoing Conditional Commitment and the terms and requirements herein set for
and agrees to be bound thereby.
BORROWER
Fort Worth Local Development Corporation
Vista lea Date: b 61,22
Frank Moss, President
Official site of theCityof Fort Wort , Texas
DATE:
CODE:
SUBJECT:
COUNCIL; ACIIOT = Approved on 6t14/2015
6/14/2011 REFERENCE C-24976 LOG 17LANCASTERMIXEDUSEPROJECT
NO.: NAME:
NON- PUBLIC
C TAPE' CONSENT HEARING: NO
Authorize a Substantial Amendment to the City's 2006-2007, 2007-2008, 2008-2009 and
2009-2010 Action Plans and Substitution of Funding Years, Authorize Change in Use and
Expenditure of $2,000,000.00 of HOME Investment Partnerships Program Grant Funds
for the Lancaster Mixed Use Project for the Construction of Approximately Fifty Housing
Units Located on 1116 and 1118 Jennings Avenue and 1115, 1119 and 1121 Monroe
Street, Authorize a Conditional Commitment for a Subordinate Interim Loan to the Fort
Worth Local Development Corporation and Authorize a HOME Contract with the Fort
Worth Local Development Corporation (COUNCIL DISTRICT 9)
•
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City' s 2006-2007, 2007-2008, 2008-2009 and 2009-
2010 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;
3. Authorize a change in use and expenditure of $2,000,000.00 in prior year's HOME Investment
Partnerships Program (HOME) Grant funds to the Fort Worth Local Development Corporation in the
form of a subordinate forgivable loan for the development of the Lancaster Mixed Use Project for the
new construction of up to fifty Mixed Income housing units located on 1116 and 1118 Jennings
Avenue and 1115, 1119 and 1121 Monroe Street, Fort Worth, Texas (the Project);
4. Authorize the City Manager, or his designee, to execute a conditional commitment with the Fort
Worth Local Development Corporation, for a twenty year subordinate forgivable loan that conditions
funding to the completion of the Environmental Review, and among other things, on satisfactory
completion of HOME requirements;
5. Authorize the City Manager, or his designee, to execute a HOME contract with the Fort Worth
Local Development Corporation, for the Project for a term beginning on the date of execution of the
contract and ending on the date the 20 year affordability period expires;
6. Authorize the City Manager, or his designee, to extend or renew the conditional commitment or the
contract for up to one year if the Local Development Corporation, requests an extension and such
extension is necessary for completion of the Project; and
7. Authorize the City Manager or his designee to amend the conditional commitment or 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.
Page I of 3
DISCUSSION:
The Lancaster Mixed Use Project (Project) consists of the new construction of a building that will
include both retail and residential space south of the building known as the ' Zipper' building. In the
form of a subordinate forgivable loan, staff recommends awarding $2,000 000.00 to the Fort Worth
Local Development Corporation to develop, lease and manage the project The development site will
be located on 1116 and 1118 Jennings Avenue and 1115, 1119 and 1121 Monroe Street, Fort Worth,
Texas. The project will consist of a five story building with approximately fifty rental units
Staff recommends the following loan terms:
i. Designate HOME -assisted units according to HOME regulations with a 20 year affordability period;
ii. HOME funds secured by a recorded Deed of Trust on the real property;
iii. Forgivable at the end of the loan term upon satisfactory completion of all HOME requirements; and
iv. Loan term is twenty years.
The commitment of HOME funds is conditioned upon the following:
i. Satisfactory completion of the environmental review per 24 CFR Part 58; and
ii. Authorization to use grant funds from HUD.
City staff recommends the change in use and expenditure of $2,000,000.00 in HOME funds for the
Project. The purpose of the Project is to benefit low and very low income citizens by providing them
with affordable housing, in accordance with the HOME regulations, 24 CFR Part 92 et seq. A public
comment period on the change in use of these HOME funds was held from May 5, 2011 to June 6,
2011. Any comments are maintained by the Housing and Economic Development Department in
accordance with federal regulations.
The Action Plan funding years selected may vary and years may be substituted based on the
principle of First In, First Out in order to expend the oldest grant funds first.
All actions described herein are subject to appropriation and receipt of federal funds, as well as
determinations of the Fort Worth City Council as to allocation of the federal funds. This project is
located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers
GR76 539120 005206141150
GR76 539120 005206181150
GR76 539120 005206271150
GR76 539120 005206351150
$563.684.00
$290.687.08
$821.839.51
$323.789.41
FROM Fund/Account/Centers
GR76 539120
GR76 539120
GR76 539120
GR76 539120
GR76 539120
GR76 539120
GR76 539120
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
005206141080
005206141090
005206181070
005206181360
005206271070
005206271080
017206351070
Susan Alanis (8180)
Jay Chapa (5804)
Cynthia Garcia (8187)
Leticia Rodriguez (7319)
$279.684.00
$284.000.00
$1221736.55
$167.950.53
$696.907.00
$124.932.51
$323.789.41
Page 2 of 3
£Jo£0 td
S1N3WHOV.LLV