Title
Resolution - A Resolution Approving and Authorizing the City Manager to Execute the 2nd Amendment to the 380 and Development Agreement and Assignment of a Development Agreement Between the City, the Board of Directors of the Tax Increment Financing Reinvestment Zone Number Two, and NRP Holdings LLC and Main Street Mansfield Lofts LLC and Providing an Effective Date
Requested Action
Consider Approving Resolution to Approve the 2nd amendment and Consent to Assignment to the Development Agreement with NRP Holdings, LLC and Main Street Mansfield Lofts, LLC
Recommendation
Approve and execute the 2nd Amendment and Consent to Assignment of the Development Agreement
Description/History
Currently, pursuant to that certain 380 and Development Agreement for Public Improvements to Property within Reinvestment Zone Number Two, City of Mansfield, dated as of June 29, 2015 (as amended and partially assigned, the “380 Agreement”), NRP Holdings LLC (“NRP Holdings”) is responsible for Phase II of the Project. However, Main Street Lofts, L.P. (“MSL”), has taken title to the land upon which Phase II of the Project is located. Accordingly, the purpose of the Partial Assignment and Assumption Agreement between NRP Holdings and MSL is to assign NRP Holdings’ right, title and interest in the 380 Agreement with respect to Phase II of the Project to MSL.
Additionally, the current owner of Phase I of the Project and the party responsible for Phase I of the Project under the 380 Agreement is Main Street Mansfield Lofts LLC (“MSML”). MSML intends to sell Phase I of the Project to WMCi Dallas VIII, LLC (“WMCi”). Accordingly, the purpose of the Partial Assignment and Assumption Agreement between MSML and WMCi is to assign MSML’s right, title and interest in the 380 Agreement with respect to Phase I of the Project to WMCi.
As noted above, NRP Holdings partially assigned all duties, risks and obligations under the 380 Agreement to the current owner of Phase 1 of the project (MSML). In light of that assignment, the parties to the 380 Agreement provided for certain modifications and acknowledgements related to the 380 Agreement through two separate amendments.
The First Amendment confirms that MSML has fulfilled all construction obligations under the 380 Agreement with respect to Phase I, and that the City has accepted all public improvements required to be constructed therein. The First Amendment also corrected the City’s construction cost reimbursement figures to reflect actual amounts reimbursed to MSML for certain Phase I improvements.
The Second Amendment acknowledges that MSML has fulfilled all obligations under the 380 Agreement relating to Phase I, construction or otherwise, except those relating to the payment of Parkland Dedication Fees. The Second Amendment set a cap on Parkland Dedication Fees in the amount of $157,000 in order to make the payment obligation more ascertainable. In addition, the Second Amendment assigned all obligations under the 380 Agreement relating to Phase II of the project to Main Street Lofts, L.P, the current Phase II owner. The Second Amendment provides for the City’s consent to this assignment as well.
Justification
NRP has sold Phase II to MSL to assume all terms of the developers agreement for that Phase. Additionally, MSML is selling Phase I of the property to WMCi and that Phase of the development agreement is complete.
Funding Source
N/A
Prepared By
Joe Smolinski,, Deputy City Manager
817-276-3601