HomeMy WebLinkAboutResolution - 2013-R0460 - Amendment To Downtown Revitalization Master Developer Consultant Agreement - 12/19/2013RESOLUTION
WHEREAS,the City of Lubbock welcomes new development projects and
encourages all independent developers to work in the revitalization initiative for
downtown Lubbock;and
WHEREAS,the City also recognizes the need for a Master Developer
Consultant;and
WHEREAS,Master Developer Consultant,McDougal Land Company,L.C. and
the City entered into an agreement known as the Downtown Revitalization Master
Development Consultant Agreement (the "Agreement"),effective January 1, 2009, for
Master Developer Consultant to act as consultants for the City and the CBD TIF in the
assessment process, in the development of land use policies, in the visioning and other
planning activities necessary to successfully redevelop, market and manage the urban
redevelopment area of Downtown Lubbock and in overseeing and implementing the
Downtown Revitalization Action Plan, and wherein, Master Developer Consultant
agreed to use private funding to acquire property, sell property and recruit businesses to
develop the downtown area; and
WHEREAS,the Agreement was scheduled to terminate December 31,2013,
unless amended or extended by mutual agreement of the parties under terms of the
Agreement;and
WHEREAS,the City and the Master Developer Consultant desire to amend the
termsofthe Downtown Revitalization Master Developer Consultant Agreement;and
WHEREAS,the Central Business District Tax Increment Reinvestment Zone
("CBD TIF") Board of Directors has recommended this proposed amendment;NOW
THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock an Amendment to
Downtown Revitalization Master Developer Consultant Agreement between the City of
Lubbock and McDougal Land Company, L.C. Said Amendment is attached hereto and
incorporated in this Resolution as if fully set forth herein and shall be included in the
minutes of the Council.
Passed by the City Council on December 19 , 2013.
GLEN' X6BERTSON, MAYOR
ATTEST:
Rebecca Garza, Cijy S
APPROVED CONTENT:
e ylor, airman,
Central Business District Tax Increment
Reinvestment Zone (CBD TIF)
APPROVED AS TO FORM:
Linda L. Chamales,
Economic Development Attorney
Lc: CityAtt/Linda/Res-Amendment Downtown Master Developer
December 3, 2013
STATE OF TEXAS §
COUNTY OF LUBBOCK §
AMENDMENT TO DOWNTOWN REVITALIZATION
MASTER DEVELOPER CONSULTANT AGREEMENT
This Amendment to the Downtown Revitalization Master Developer Consultant
Agreement ("Amendment") is entered into by and between the City of Lubbock, Texas, a Texas
home rule municipal corporation (the "City"), and McDougal Land Company, L.C., an affiliate
of the McDougal Companies (the "Master Developer Consultant").
WITNESSETH:
WHEREAS, the City of Lubbock welcomes new development projects and encourages
all independent developers to work in the revitalization initiative for downtown Lubbock; and
WHEREAS, the City also recognizes the need for a Master Developer Consultant;
Master Developer Consultant and City entered into an agreement effective January 1, 2009, for
Master Developer Consultant to act as consultants for the City and the CBD TIF in the
assessment process, in the development of land use policies, in the visioning and other planning
activities necessary to successfully redevelop, market and manage the urban redevelopment area
of Downtown Lubbock and in overseeing and implementing the Downtown Revitalization
Action Plan, and wherein, Master Developer Consultant agreed to use private funding to acquire
property, sell property and recruit businesses to develop the downtown area; and
WHEREAS, the Agreement was scheduled to terminate December 31, 2013, unless
amended or extended by mutual agreement of the parties under the terms of the Agreement; and
WHEREAS, the City and the Master Developer Consultant desire to amend the terms of
Amendment to Master Developer Consultant Agreement Page 1
this Agreement, and the terms of this Amendment have been recommended by the Board of
Directors of the Central Business District Tax Increment Reinvestment Zone (the "CBD TIF");
NOW, THEREFORE, the City and Master Developer Consultant agree to amend the agreement
as follows:
1. Article II, "Responsibilities of Master Developer Consultant" is deleted and replaced by
the following article:
"ARTICLE II
RESPONSIBILITIES OF MASTER DEVELOPER CONSULTANT
2.1 Master Developer Consultant agrees to provide the services listed below and
described in the Scope of Services attached as Amended Exhibit `D' within the
timeframes noted. Certain of these services may be provided by team members
for the Master Developer Consultant, but the Master Developer Consultant shall
remain responsible for the full performance of such services. Master Developer
Consultant shall make progress reports, both oral and written to the CBD TIF
Board and the City Council.
2.2 Master Developer Consultant agrees to work with Texas Tech to provide a Texas
Tech presence downtown and to maximize student population in the downtown
area.
2.3 Master Developer Consultant agrees to make every effort to secure development
partners as necessary for specific development uses including multi -family and
single-family residential, office, retail and commercial, including entertainment
venues and restaurants.
2.4 Master Developer Consultant and development partners shall be responsible to
undertake all acquisition of land and structures for redevelopment or demolition
as appropriate, providing all costs associated with survey, appraisal, legal fees,
property acquisition and other costs.
2.5 Master Developer Consultant agrees to make every effort to assist in resolving
environmental issues for the land and structures acquired.
2.6 Master Developer Consultant agrees to lead the effort to organize Public
Improvement Districts (PIDs) in the various districts in the downtown area in
need of additional improvements or services beyond those provided by the City or
the CBD TIF.
2.7 Master Developer Consultant agrees to provide consultant services as necessary to
the City's staff and to coordinate public and private development."
2. Article III, "Responsibilities of City," is amended by deleting Paragraph 3.9.
Amendment to Master Developer Consultant Agreement Page 2
3. Article IV, "Term" is deleted and replaced by the following article:
"ARTICLE IV
TERM
4.1 The term of this Agreement shall begin on the date of execution of this
Amendment and end upon the earlier of (a) the complete performance of all
obligations and conditions precedent by parties to this Agreement or (b) the
expiration of five years.
4.2 Notwithstanding the language of Paragraph 4.1, this Agreement may be
terminated by either City or the Master Developer Consultant, by giving written
notice at least ninety (90) days prior to the date of termination. In the event of
such termination, City shall pay Master Developer Consultant for services
performed or incurred prior to the termination date."
4. Article V, "Fees" is deleted and replaced by the following article:
"ARTICLE V
FEES
5.1 Master Developer Consultant professional fees for planning and consulting shall
not exceed eight hundred forty thousand dollars ($840,000.00) for the five-year
period. Master Developer Consultant will provide invoices on a monthly basis for
specific tasks performed as set forth in Article II and/or the Amended Exhibit D.
Monthly Invoices shall be in the amount of fifteen thousand dollars ($15,000.00)
per month for the first three years and twelve thousand five hundred dollars
($12,500.00) per month for the final two years of the Agreement.
5.2 Master Developer Consultant fees for development services, as authorized by
Chapter 380 of the Texas Local Government Code under the following plan, shall
be performance -based and determined on a percentage of the tax increment added
to the CBD TIF tax increment fund due to the increased value going on the tax
rolls in the CBD TIF area during the preceding calendar year.
5.2.1 Class One performance incentives: On July 1 of the year following
substantial completion of a project, Master Developer Consultant shall receive a
one-time payment in an amount equal to sixty per cent (60%) of the total new tax
increment added to the CBD TIF fund attributable to each project if the project is
directly owned and developed by the Master Developer or any affiliate of the
McDougal Companies, or if the Master Developer or any affiliate of the
McDougal Companies initiated the project (provided the land "shovel -ready" and
brought in the developer for the project). If a project is begun during the 5-year
term of the agreement, but not completed until after said term, Master Developer
Consultant shall not receive the incentive until July 1 of the year following
substantial completion of the project.
Amendment to Master Developer Consultant Agreement Page 3
5.2.2 Class Two performance incentives: On July 1 of each year following
calendar years 2014-2018, Master Developer Consultant shall receive an amount
equal to thirty percent (30%) of the total new tax increment added to the CBD
TIF Fund during the preceding calendar year excluding the tax increment added
due to projects directly owned and developed or initiated by the Master
Developer or any affiliate of the McDougal Companies.
5.3 Master Developer Consultant will keep and maintain time and expense records
relating to the specific tasks performed and the deliverables accomplished
together with supporting receipts, vouchers, and appropriate documentation. As
necessary, these records and other appropriate documentation may be required to
support invoices submitted to the City. Invoices will be reviewed by the
Development Committee of the CBD TIF Board before payment is made. The
City shall have the right to examine such records as it deems necessary upon
reasonable notice to Master Developer Consultant.
5.4 The Deliverables Schedule in Amended Exhibit D sets out the method for
establishing the deliverables that the parties anticipate and intend will be
completed in 2014. Master Developer Consultant will meet with staff and the
Development Committee of the CBD TIF quarterly to review and update the
deliverables as conditions change in downtown redevelopment. At the end of
year one, the Development Committee will evaluate the progress made by the
Developer and report to the CBD TIF Board. Sixty days prior to each anniversary
date for this Agreement, as amended, the parties will come together and agree on
the deliverables that will be due during the next contract year. The agreed
deliverables shall be reduced to writing each year and presented to the CBD TIF
Board.
5.5 Reimbursable expenses shall include actual expenditures made by the Master
Developer Consultant in the interest of the City under this Agreement and will be
billed at the actual cost to the Master Developer Consultant plus five percent
(5%) for handling and indirect costs. Total reimbursable expenses under this
Agreement shall not exceed Twenty-five Thousand Dollars ($25,000.00) per
year. Expenses exceeding this limit must be presented to the CBD TIF Board for
approval on a case -by -case basis. Reimbursable expenses include the costs of
items such as the following:
5.5.1 Copying of drawings specifications, reports, cost estimates reproductions,
plots, copy expenses, postage, handling, and delivery of documents prepared in
connection with the services of the Master Developer Consultant under this
Agreement.
5.5.2 Cost of authorized out-of-town travel and subsistence for Master
Developer Consultant in connection with this Agreement
5.5.3 Cost of professional services contracted through third parties for land
Amendment to Master Developer Consultant Agreement Page 4
planning, schematic design, environmental assessments, utility relocation
assessments, and other professional services in connection with the services of
Master Developer Consultant under this Agreement. These expenses are not
included in the $25,000.00 limit, but must be approved on a case -by -case basis by
the CBD TIF Board.
5.5.4 Other similar direct project -related expenditures as approved by the CBD
TIF Board.
5.5.5 Direct personnel expenses such as salaries, employee benefits, or
insurance are not reimbursable expenses."
5. Article XI, "Federal Funding" is deleted in its entirety.
6. A new Article entitled "Definitions" and numbered Article XI is hereby added:
"ARTICLE XI
DEFINITIONS
11.1 Affiliate of the McDougal Companies — an entity in which the McDougal
Companies have an ownership interest and exercise control over said entity.
11.2 Central Business District TIF (CBD TIF) — the tax increment financing
reinvestment zone for downtown Lubbock generally bounded by the Marsha Sharp
Freeway on the north, Avenue Q on the west, 19th Street on the south, and I-27 on the
east, established in 2001 by Ordinance 2001-000091.
11.3 Class One Incentive — financial incentive based on new tax increment added to
the CBD TIF tax increment fund due to increased value going on the tax rolls in the CBD
TIF area for a single project directly owned and developed by the Master Developer or
any affiliate of McDougal Companies, or initiated (provided the land "shovel -ready" and
brought in the developer for the project) by the Master Developer or any affiliate of
McDougal Companies.
11.4 Class Two Incentive — financial incentive based on new tax increment added to
the CBD TIF tax increment fund due to increased value going on the tax rolls in the CBD
TIF area during calendar years 2014-2018, excluding the tax increment for (i) projects
directly owned and developed by the Master Developer or any affiliate of McDougal
Companies, and (ii) projects initiated by the Master Developer or any affiliate of
McDougal Companies.
11.5 Class One Incentive Effective Date — January 1 following the calendar year of
substantial completion of a project.
11.6 Class Two Incentive Effective Date — January 1 following calendar years 2014-
Amendment to Master Developer Consultant Agreement Page 5
2018.
11.7 Class One Incentive Payment Schedule — Payment due July 1 following the
calendar year of substantial completion of the project.. If the tax value assigned by
LCAD is appealed, payment will be delayed until a final determination of value is
identified.
11.8 Initiated — a project is considered to be `initiated' by the Master Developer if the
Master Developer provided the `shovel -ready' land for the project and brought in the
developer for the project.
11.9 Tax value — value of real property and improvements as appraised by the Lubbock
Central Appraisal District (LCAD).
11.10 Project Identification -- A project, as the term is used in this Agreement, is
initiated upon issuance of a building permit by the City of Lubbock.
11.11 Tax Increment —the amount of a project's tax increment for a year is the amount
of property taxes levied and assessed by CBD TIF participating taxing units for that year
on the captured appraised value of the project's real property. The captured appraised
value of the project's real property is the taxable value of the real property after the
project less the taxable value of the project real property prior to creation of the CBD
TIF.
11.12 TIRZ or TIF — tax increment financing reinvestment zone established under Texas
Tax Code Chapter 31 L"
7. Article XII, paragraphs 12.2 and 12.3 are deleted and replaced by the following
paragraphs:
"12.2 If intended for City, notice shall be sent to:
City Manager
City of Lubbock
P.O. Box 2000
1625 131" Street
Lubbock, Texas 79457
12.3 If intended for Master Developer Consultant, notice shall be sent to
Mr. Delbert McDougal
McDougal Land Company, L.C.
5001 W Loop 289
Lubbock, Texas 79414"
Amendment to Master Developer Consultant Agreement Page 6
8. Exhibit D "Scope of Services" is deleted and replaced by the following "Amended
Exhibit D":
"Amended Exhibit D
SCOPE OF SERVICES
Assumptions
• The scope of services is for five years
• Tasks for all Team members are included in the Scope of Services
• The City will support this agreement by providing available city maps, aerials, reports
and other information within reason, as requested to the McDougal Land Company, L.C.
Team.
• It is possible/probable that the McDougal Land Company, L.C. (the Team) will be
working on tasks from each of the categories at any given period.
• McDougal Land Company, L.C. will provide appropriate documentation and request
draws from the City/TIF on a monthly basis.
Category One: Environmental Analysis
Task 1.1 Implementation of Mitigation Programs
If the Team becomes aware that a comprehensive environmental Phase I analysis of
property within the CBD TIF has determined that a mitigation such as a Municipal
Settings Designation (MSD) will be required, the Team shall gather the information
required, prepare, and file an application with the City for an MSD covering the
appropriate area within the CBD TIF.
• Deliverables:
➢ Present the Phase I Environmental report to the CBD TIF Board.
➢ Preparation of the MSD application if required.
• Meetings:
➢ Quarterly report and presentation to the CBD TIF Board and reports to the City
Council as requested.
➢ With City and CBD TIF Board, present an MSD Program for approval if deemed
necessary.
Category Two: Visioning
The Visioning Phase provides a more detailed creative overall vision for the downtown
redevelopment initiative, transforming the Preferred Plan from the Downtown Revitalization
Action Plan into a level two Master Plan. A level two Master Plan involves developing a plan on
a block -by -block basis and on a district —by -district basis. Components of the Plan will include:
• Land Use
• Urban Design
Amendment to Master Developer Consultant Agreement Page 7
• Catalytic Projects
• Economic Development
Task 2.1 Land Use
In the Downtown Revitalization Action Plan, the target area consists of six defined
districts (Residential, Central Business District, Entertainment, Convention & Arts,
Bridge Corridor, and Destination Retail). On a district -by -district basis, the Team will
identify land uses on a block -by -block basis and illustrate the uses on a Plan. The uses
will include residential, commercial, entertainment, public and gateways. Each district
will be represented by its own character and be coordinated with the public guidelines.
Task 2.2 Urban Design
The primary goal for the revitalization effort is to focus on urban design characteristics.
Particular issues that will be addressed include parking requirements, density and floor -
area -ratio, minimum/maximum setbacks, and vertical and horizontal mixed -use.
2.2.1 Encourage developers to buy -in to the goals and objectives of the
revitalization effort by their voluntary compliance with the regulations and
processes.
2.2.2 Increase and diversify downtown housing stock creating a market to
initiate residential return to include:
■ Senior housing
■ Empty nesters
■ Affordable housing
■ Multi -family housing
■ High -density housing
■ Lofts & condominiums
■ Student housing
Task 2.3 Catalytic Projects
The Team will identify catalytic projects that are either big picture items that will change
the underlying theme or focus of a district; or smaller earlier action projects that will
initiate momentum for the plan and create massing opportunities.
Task 2.4 Economic Development
Encourage reinvestment in the downtown core. Business is critical to the identity,
character and success of the downtown initiative. Encourage downtown merchants to
offer something unique and an overall experience and ambiance. Encourage small retail
shops and businesses to offer unique products, specialized customer service and create
the small-town nostalgic feel that can draw consumers downtown.
2.4.1 Create a diverse culture business district that will encourage private
participation with unique products and service.
2.4.2 Initiate strategies to attract franchisees for Arts & Cultural District hotel
Amendment to Master Developer Consultant Agreement Page 8
and movie theatre.
2.4.3 Pursue opportunities for artists' live/work studio spaces within the Arts
and Cultural District. Work with City planning to create an artist -in -residence
program.
2.4.4 Initiate fundraising effort to solicit contributions and public/private
partnerships to develop large public projects such as Civic Center renovation
and/or expansion, arena, and the Avenue J corridor.
2.4.5 The Team will work with City staff to coordinate and leverage
applications for grants/funding for physical, economic and tourism related funds.
• Deliverables:
➢ Detailed land use master plan for each identified district in the CBD
➢ Report and make project specific recommendations regarding urban design
concepts for CBD.
➢ Report and make recommendations to City and CBD TIF Board regarding
catalytic projects, as identified in the downtown master plan
➢ Make recommendations to the CBD TIF Board regarding a strategic plan to fund
public projects and facilities.
• Meeting:
➢ Quarterly presentations to the CBD TIF Board and presentations to the City
Council upon request.
Category Three: Establish Downtown Lubbock Public Improvement District(s)
Lead an effort to establish the Downtown Public Improvement District(s) as recommended in the
Downtown Revitalization Action Plan.
Task 3.1 PID Creation Process
Work with the City staff and others to develop a process, including a time schedule to
establish a Public Improvement District(s) for downtown Lubbock.
Task 3.2 Petition
With the assistance of City staff and others, prepare a Petition and solicit signatures in
support of a request to create a PID in accordance with Texas Local Government Code
Chapter 372, identifying the proposed district boundaries, proposed service plan, and
proposed assessment rate.
Task 3.3 Service Plan
With input from the CBD TIF Board and downtown stakeholders in the area requesting
the PID, identify services to be provided in the district and costs associated with the
delivery of the services.
Amendment to Master Developer Consultant Agreement Page 9
Task 3.4 Assessment Method and Rate
With the assistance of City staff, project and recommend an assessment rate required to
meet the needs illustrated in the Service Plan. Work with City staff to create a financial
model illustrating the proposed services and funding needs over a five year time period.
Deliverables:
➢ Submit the Downtown Public Improvement District Petition(s) and signatures in
accordance with Texas Local Government Code Chapter 372.
➢ Provide the Service Plan(s) for the PID.
➢ Provide a financial model of the impact of the proposed assessment rate over a
five year period.
• Meetings:
➢ Make a presentation to the City Council for the purpose of creating the
Downtown Lubbock Public Improvement District.
➢ Make a presentation to City Council for the purpose of recommending an
assessment rate(s) to be set for the Downtown Lubbock Public Improvement
District.
Category Four: Promotion and Marketing of Downtown
Focus marketing efforts in three areas: business recruitment, tourism, and community relations.
Seek to attract more Class A office space; promote local, regional and national events to increase
tourism; and create a public relations and marketing program designed to attract private investors
and development talent committed to realizing the intent of the Downtown Revitalization Action
Plan.
Task 4.1 Business Recruitment
Develop marketing materials to attract corporate headquarters and white-collar enterprise
companies. Marketing materials should showcase Lubbock's attractions: historic,
cultural, recreational, economic, and educational. If necessary, recommend enhanced
code enforcement, demolition, environmental mitigation, and historic preservation for
specific areas of downtown.
Task 4.2 Tourism
Work with the Convention and Visitors Bureau to create tourism by marketing specific
topics such as shopping, culture, heritage, athletics, restaurants, and entertainment venues
to promote more trade shows, conventions, and meetings.
Task 4.3 Community Relations
Gain state, regional, and community acceptance of the downtown redevelopment effort
by:
■ Regular reports to city, county, special district commissions, service clubs
and other interested organizations
■ Work with City staff to continually update the city's Downtown website
Amendment to Master Developer Consultant Agreement Page 10
■ Articles in local and regional media outlets.
■ Maintain direct contact with development organizations with a
demonstrated talent and track record —whose participation and influence
would enhance the quality and scope of the revitalization effort.
Task 4.4 Employment
Commence community -wide initiatives with Workforce Development and LEDA to
address current and future employment needs.
• Deliverables:
➢ Summary of overall marketing plan
➢ Copies of brochures of marketing pieces for tourism
➢ Power point presentations
• Meetings:
➢ Presentations to CBD TIF Board and City Council showing marketing plans and
sample promotional documents.
Deliverables Schedule
Year One
Proposed deliverables to be completed in 2014 include the following:
Article II responsibilities and Scope of Services, Category Two, Visioning:
• Design of Gateway to Downtown at Avenue Q and Broadway (four corners).
• Assist current owners with utility and other city issues in expansion projects for current
facilities.
• Assist developers interested in renovations of existing buildings.
• Encourage office and retail development in mixed -use facilities.
• Assist and encourage developers interested in developing hotels downtown.
• Create interest with other developers, including local developers, to invest in
development projects in the downtown TIF zones.
• Evaluate a Downtown Public Transportation Plan
Scope of Services, Category Three, Establish Downtown Public Improvement Districts:
• Work with City staff and others to determine the needs in the five zoning districts that
might be filled by a PID or PIDs in the downtown area.
Scope of Services, Category Four, Promotion and Marketing of Downtown:
• Make reports to City, County, service clubs and other interested organizations to maintain
excitement and promote the downtown redevelopment effort.
Amendment to Master Developer Consultant Agreement Page 11
Master Developer Consultant will meet with the Development Committee of the CBD TIF Board
quarterly during 2014 to report on progress made and to review and update these deliverables as
situations change in the downtown redevelopment effort. At the end of year one, the
Development Committee will evaluate the progress made by the Developer on the deliverables
and report to the CBD TIF Board.
Years Two, Three, Four and Five
In future years, sixty days prior to each anniversary date for this Agreement, the parties will
again come together and agree on the deliverables that will be due during the next contract year,
reduce the agreement to writing and present it to the CBD TIF Board. Master Developer
Consultant will meet with the Development Committee of the CBD TIF Board quarterly to report
on progress made and to review and update the deliverables as situations change in the
downtown redevelopment effort. At the end of each year, the Development Committee will
evaluate the progress made by the Developer on the deliverables and report to the CBD TIF
Board."
The parties enter into this Amendment to the Downtown Revitalization Master
Developer Consultant Agreement on December 19 , 2013.
CITY OF LUBBOCK
0 0 VAA
w1goetaR i4 I.
APPROVED ONTENT
i
ert aylor, airman
Central Business District Tax Increment
Reinvestment Zone (CBD TIF)
MASTER DEVELOPER CONSULTANT:
MC DOUGAL LAND L�)MPANY
/It 2�"
By:
Amendment to Master Developer Consultant Agreement Page 12
APPROVED AS TO FORM:
Linda L. Chamales,
Economic Development Attorney
Lc: CityatULinda/ Amendment to Master Developer Consultant Agreement Final
November 25.2013
Amendment to Master Developer Consultant Agreement Page 13