Introduced by the Urban Affairs and Planning Committee:
The Finance Committee offers its first substitute to file no. 2012-270:
Introduced by the Council President at the request of the Jacksonville Economic Development Commission and substituted by the Finance Committee:
ORDINANCE 2012-270-E
AN ORDINANCE MAKING CERTAIN FINDINGS AND AUTHORIZING THE MAYOR, OR HIS DESIGNEE, AND THE EXECUTIVE DIRECTOR OF THE JACKSONVILLE ECONOMIC DEVELOPMENT COMMISSION (“JEDC”) OR OTHER INDIVIDUAL DESIGNATED BY THE MAYOR, TO EXECUTE (1) AN AMENDED AND RESTATED PURCHASE AND SALE AND REDEVELOPMENT AGREEMENT (“REDEVELOPMENT AGREEMENT”) BETWEEN THE CITY OF JACKSONVILLE (“CITY”), JACKSONVILLE ECONOMIC DEVELOPMENT COMMISSION (“JEDC”), HALLMARK PARTNERS, INC. (“DEVELOPER”), HP/CSD PARTNERS, LLC, AND 200 RIVERSIDE AVENUE, LLP (“OWNERS”); (2) AN AMENDED AND RESTATED INFRASTRUCTURE COSTS DISBURSEMENT AGREEMENT BETWEEN THE CITY AND DEVELOPER (“DISBURSEMENT AGREEMENT”), AND (3) RELATED AGREEMENTS AS DESCRIBED IN THE REDEVELOPMENT AGREEMENT, FOR THE COMPLETION OF THE PUBLIC OPEN SPACE, ROAD AND UTILITY IMPROVEMENTS APPROVED BY ORDINANCE 2007-831-E; AUTHORIZING A RECAPTURE ENHANCED VALUE (REV) GRANT NOT TO EXCEED $4,905,980; WAIVING THE PUBLIC INVESTMENT POLICY RESTRICTIONS ON RESIDENTIAL REV GRANTS; WAIVING THE DUVAL COUNTY JOB OPPORTUNITY BANK CONTRIBUTION AND MONITORING REQUIRMENTS IN CHAPTER 180, ORDINANCE CODE; INVOKING THE EXEMPTION OF THE PROCUREMENT CODE, SECTION 126.107(G), ORDINANCE CODE, TO AUTHORIZE DIRECT CONTRACTING WITH THE DEVELOPER; DESIGNATING THE JEDC AS CONTRACT MONITOR FOR THE REDEVELOPMENT AGREEMENT AND THE DEPARTMENT OF PUBLIC WORKS AS THE CONTRACT MONITOR FOR THE DISBURSEMENT AGREEMENT; AUTHORIZING THE EXECUTION OF ALL DOCUMENTS RELATING TO THE ABOVE AGREEMENTS AND TRANSACTIONS, AND AUTHORIZING TECHNICAL CHANGES TO THE DOCUMENTS; PROVIDING A DEADLINE FOR THE DEVELOPER TO EXECUTE THE AGREEMENTS AFTER THEY ARE DELIVERED TO THE DEVELOPER; AUTHORIZING, PURSUANT TO SECTION 316.195, FLORIDA STATUTES, ANGLE PARKING ON RIVERSIDE AVENUE ALONG OWNERS’ PROPERTY; PROVIDING AN EFFECTIVE DATE.
WHEREAS, Owners HP/CSD Partners, LLC and 200 Riverside Avenue, LLP (collectively “Owners”) own adjacent parcels of land located near the northwest corner of Riverside Avenue and Forest Street currently consisting of vacant land (collectively the “Property”); and
WHEREAS, the Property is located in the Brooklyn area, which is part of the Northbank Downtown Community Redevelopment Area (being the result of the merger and consolidation of the Northside East Community Redevelopment Area and the Northside West Community Redevelopment Area pursuant to Ordinance No. 2000-1078-E); and
WHEREAS, pursuant to Ordinance 2007-831-E and the Purchase and Sale and Redevelopment Agreement dated October 15, 2007 approved by such Ordinance (“Original Redevelopment Agreement”), the City purchased from Owner HP/CSD Partners, LLC, a parcel of land at the northwest corner of Riverside Avenue and Forest Street, adjacent to the Property, for the sum of $385,898, for the purpose of developing a regional stormwater system on the purchased property; and
WHEREAS, pursuant to Ordinance 2007-831-E and the Infrastructure Costs Disbursement Agreement dated December 31, 2007 approved by such Ordinance (“Original Disbursement Agreement” and together with the Original Redevelopment Agreement, the “Original Agreements”), the Developer constructed the regional stormwater system improvements on behalf of the City at a cost to the City of $4,340,972, and the Developer also agreed, under the terms of Original Agreements, to construct on behalf of the City certain road, utilities and public open space improvements, all for the purpose of facilitating development in the Brooklyn area; and
WHEREAS, the City, Owners, and neighboring landowners entered into a Stormwater Management Facility Easement and Maintenance Agreement in the form attached to the Original Redevelopment Agreement, providing for the ongoing maintenance of the stormwater management facility, and providing for such parties’ pro-rata share of the ongoing maintenance costs of the stormwater system, subject to a cap of $2500 per year on the maintenance costs of the Owners due to the Owners’ prior drainage rights with respect to the smaller, pre-existing stormwater system; and
WHEREAS, Developer had proposed to develop certain office, retail, residential and other improvements (collectively the “Original Project”) on the Property as more specifically described in the Project Summary dated September 6, 2007, attached to Ordinance 2007-831-E, but due to the real estate market downturn, the development was postponed and revised to reflect current market conditions and demands; and
WHEREAS, the Original Agreements were previously amended to extend the development deadlines contained therein due to the real estate market, and Developer now proposes to further amend and restate the Original Agreements in the manner described in the Project Summary attached hereto as Revised Exhibit 1, labeled as “Revised Exhibit 1, Amd Proj Sum, June 19, 2012 – Finance”, for the purpose of developing a proposed new project (“Project”) consisting of approximately 294 residential apartment units with 16,500 square feet of first floor retail space and a two-story parking garage on the portion of the Property owned by Owner HP/CSD Partners, LLC, as more specifically described in the Project Summary; and
WHEREAS, attached hereto as Revised Exhibit 2, labeled as “Revised Exhibit 2, Amd JEDC Reso, June 19, 2012 – Finance”, is a copy of the JEDC Resolution approving the above transactions, the Amended and Restated Purchase and Sale and Redevelopment Agreement (“Redevelopment Agreement”), and the Amended and Restated Infrastructure Costs Disbursement Agreement (“Disbursement Agreement”, and together with the Redevelopment Agreement and related agreements described therein, the “Restated Agreements”); and
WHEREAS, pursuant to the terms of the Original Agreements, the City and HP/CSD Partners, LLC agreed to enter into the Public Open Space Easement and Perpetual Maintenance Agreement in the form attached to the Redevelopment Agreement, for the purpose of providing for (a) the perpetual maintenance by HP/CSD Partners, LLC of the public open space surrounding the stormwater system improvements, and (b) the City’s one-time payment of $750,000 as a contribution towards the payment of the maintenance costs, upon receipt by the City of the performance bond described in such agreement; and
WHEREAS, under the terms and conditions of the Agreements, the City will construct the road and utility improvements described in the Agreements, and the Developer will construct the public open space improvements on the City’s behalf; and
whereas, Section 316.195(2), Florida Statutes, requires that vehicles park parallel to the curb or edge of the roadway in the direction of authorized traffic movement; and
whereas, pursuant to Section 316.195(3), Florida Statutes, local authorities may permit angle parking on any local roadway by ordinance; and
whereas, angle parking is planned on Riverside Avenue along the Property; and
WHEREAS, approving angle parking spaces on Riverside Avenue along the Property is in the best interests of the City; now therefore
BE IT ORDAINED by the Council of the City of Jacksonville:
Section 1. Findings. It is hereby ascertained, determined, found and declared as follows:
(a) The recitals set forth herein are true and correct.
(b) The Project will greatly enhance the City and otherwise promote and further the municipal purposes of the City.
(c) The City's assistance for the Project will enable and facilitate the Project, the Project will enhance and increase the City's tax base and revenues, and the Project will improve the quality of life necessary to encourage and attract business expansion in the City.
(d) Enhancement of the City's tax base and revenues are matters of State and City concern.
(e) The Developer is qualified to carry out the Project.
(f) The authorizations provided by this Ordinance are for public uses and purposes for which the City may use its powers as a municipality and as a political subdivision of the State of Florida and may expend public funds, and the necessity in the public interest for the provisions herein enacted is hereby declared as a matter of legislative determination.
(g) This Ordinance is adopted pursuant to the provisions of Chapters 163, 166 and 125, Florida Statutes, as amended, the City’s Charter, and other applicable provisions of law.
(h) The City’s expenditures to date on the public infrastructure improvements described in the Restated Agreements, and the City’s remaining obligations regarding such infrastructure improvements, are listed in Exhibit B-1 to the Disbursement Agreement, a copy of which is also attached hereto as Exhibit 3.
Section 2. Execution of Agreements. The Mayor (or his authorized designee) and the Corporation Secretary and Executive Director of the JEDC (or other individual designated by the Mayor in his place) are hereby authorized to execute and deliver the Restated Agreements substantially in the form second revised on file, labeled as “Second Revised on File, Amd Restated Agrmts, June 19, 2012 - Finance” with the Legislative Services Division, as amended in accordance with Section 11 below.
Section 3. Payment of REV Grant.
(a) The REV Grant in the amount not to exceed $4,905,980, the terms of which are more specifically described in the Redevelopment Agreement, shall not be deemed to constitute a debt, liability, or obligation of the City or of the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit or taxing power of the City or of the State of Florida or any political subdivision thereof, but shall be payable solely from the funds provided therefor as provided in this Section. The Redevelopment Agreement shall contain a statement to the effect that the City shall not be obligated to pay any installment of its financial assistance to the Developer except from the non-ad valorem revenues or other legally available funds provided for that purpose, that neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of any portion of such financial assistance, and that the Developer, or any person, firm or entity claiming by, through or under the Developer, or any other person whomsoever, shall never have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the City or of the State of Florida or any political subdivision thereof for the payment of any portion of such financial assistance.
(b) The Mayor, or his designee, is hereby authorized to and shall disburse the annual installments of the REV Grant as provided in this Section in accordance with this Ordinance and the Redevelopment Agreement.
Section 4. Waiver of Public Investment Policy. The REV Grant requested by Developer does not conform to the guidelines provided in the Public Investment Policy adopted by City Council Resolution 2006-119-A for REV Grants for residential projects in the downtown area. The Public Investment Policy provides for a REV Grant calculated based on up to 75% of the incremental ad valorem revenues for the first five years and 50% for the next five years, when the rental rate is at the market rate as determined by the JEDC. The Developer is proposing market rate rents in this case, and the requested REV Grant is calculated based on 75% of the incremental tax revenues paid over a 20 year period. The foregoing REV Grant restrictions in the Public Investment Policy are hereby waived for the purpose of approving the REV Grant in the Redevelopment Agreement. The reason for the waiver is that the REV Grant is necessary to make the Project financially feasible, and the Project will facilitate further development in the Brooklyn area.
Section 5. Waiver of Duval County Job Opportunity Bank Requirements in Chapter 180, Ordinance Code. The following requirements in Chapter 180, Ordinance Code, pertaining to the Duval County Job Opportunity Bank (“Job Bank”) are hereby waived with respect to the Project: (a) the provisions of section 180.105 requiring the Developer to pay to the Job Bank at least 1% of the amount of any economic development assistance provided by the City, and (b) the provisions of section 180.111 regarding the monitoring of the foregoing Job Bank payment obligation. The reason for the waiver of the Job Bank contribution in this case is that the waiver is necessary to make the Project financially feasible, and the Project will facilitate further development in the Brooklyn area.
Section 6. Invoking Exemption under Section 126.107(g), Ordinance Code, to Authorize Direct Contracting with Developer. The City is hereby authorized to procure the services of the Developer to perform the services and other obligations set forth in the Disbursement Agreement second revised on file with the Legislative Services Division, subject to all applicable procurement laws. Pursuant to Section 126.107(g), Ordinance Code, such procurement is exempted from competitive solicitation. The Developer shall comply with the provisions of Chapter 126, Ordinance Code, pertaining to the procurement of construction contracts as if the Developer were substituted in the place of the City; provided however that the Developer will not be required to create formal committees to evaluate or award bids. The Developer will handle all aspects of the bid process, including the advertising, evaluation, negotiation and award of all bids and contracts, and the City’s Department of Public Works will oversee the Developer’s bidding process, as more specifically described in Section 7.7 of the Disbursement Agreement.
Section 7. Designation of Authorized Official/JEDC and Public Works as Contract Monitors. The Mayor is designated as the authorized official of the City for the purpose of executing and delivering any contracts and documents and furnishing such information, data and documents for the Restated Agreements and related documents as may be required and otherwise to act as the authorized official of the City in connection with the Restated Agreements, and is further authorized to designate one or more other officials of the City to exercise any of the foregoing authorizations and to furnish or cause to be furnished such information and take or cause to be taken such action as may be necessary to enable the City to implement the Restated Agreements according to their terms. The JEDC is hereby required to administer and monitor the Redevelopment Agreement and to handle the City's responsibilities thereunder, including the City's responsibilities under such agreement working with and supported by all relevant City departments. The Department of Public Works is hereby required to administer and monitor the Disbursement Agreement and to handle the City's responsibilities thereunder, including the City's responsibilities under such agreement working with and supported by all relevant City departments.
Section 8. Further Authorizations. The Mayor, or his designee, and the Corporation Secretary and the Executive Director of JEDC (or other individual designated by the Mayor), are hereby authorized to execute the Restated Agreements and all other contracts and documents and otherwise take all necessary action in connection therewith and herewith. The Executive Director of the JEDC (or other individual designated by the Mayor) is authorized to negotiate and execute all necessary changes and amendments to the Restated Agreements and other contracts and documents, to effectuate the purposes of this Ordinance, without further Council action, provided such changes and amendments are limited to amendments that are technical in nature, and further provided that all such amendments shall be subject to appropriate legal review and approval by the General Counsel, or her designee, and all other appropriate official action required by law. The term “technical amendments” does not include amendments to performance schedules.
Section 9. Execution of the Restated Agreements. If the Restated Agreements approved by this ordinance have not been signed by the Developer and other parties other than the City and JEDC within ninety (90) days after the JEDC delivers or mails the unexecuted Restated Agreements to the Developer for execution, then the City Council approvals in this Ordinance and authorization for the Mayor to execute the Restated Agreements are automatically revoked, provided however, that the Executive Director of the JEDC (or other individual designated by the Mayor) shall have the authority to extend such ninety (90) day period in writing at his discretion for up to an additional ninety (90) days.
Section 10. Authorizing Angle Parking. The Council hereby finds a need for, and approves, angle parking spaces on Riverside Avenue along the Property. Pursuant to the authority granted by Section 316.195(3), Florida Statutes, the Council hereby authorizes angle parking spaces on Riverside Avenue along the property, as depicted in Exhibit 4, attached hereto and incorporated herein by this reference.
Section 11. Additional Amendments. Notwithstanding anything to the contrary in (i) this ordinance, (ii) Ordinance 2007-831-E, (iii) the Original Agreements, or (iv) the Restated Agreements second revised on file, the approval and authority of the Mayor, his designee and the Corporation Secretary to execute the Restated Agreements, is dependent, conditioned and contingent upon those documents and agreements being modified and revised as follows, in a form and manner that is found to be consistent with this section by the Office of General Counsel and the Council Auditors:
(a) No portion of the $2,647,928 city contribution for the Phase II Infrastructure Improvements as shown on attached Exhibit 3 shall be disbursed to Developer unless such improvements comply strictly with the scope of work described on attached Exhibit 5, as determined by the Director of Public Works or his designee.
(b) In the event the Developer fails to complete the Phase II Vertical Improvements, Developer shall reimburse the city for the funds disbursed to Developer for the design and construction of the portion of the Phase II Infrastructure Improvements allocable to the property of HP/CSD Partners, LLC (or any successor owner) located adjacent to the city property, as determined by the Director of Public Works or his designee.
(c) The City contribution for the Infrastructure Improvements shall be restricted to the respective phases as shown on attached Exhibit 3, and no funds from any phase may be used for any Infrastructure Improvements in any other phase. In the event the city contribution to the Phase II Infrastructure Improvements as shown on attached Exhibit 3 is not sufficient to complete the Phase II Infrastructure Improvements, Developer shall be responsible for the costs of completing the construction of such improvements.
(d) The Director of Public Works or his designee will work with the Developer to evaluate the cost of the Phase II Infrastructure Improvements (public open space improvements), and adjust the available allocation accordingly.
(e) Developer shall be required to provide signage easily visible from Riverside Avenue, Forest Street and May Street, clearly describing the public open space as a park open to the public, and clearly marking the public access areas. The type and placement of such signage shall be at the direction of the Director of Recreation and Community Services (or any successor parks department), and the funds for such signage costs shall be included within the budget allocation for the Phase II Infrastructure Improvements as shown on attached Exhibit 3.
(f) In the event of a conflict between the Restated Agreements and the Project Summary attached hereto as Revised Exhibit 1, the inconsistency in favor of the City will prevail.
(g) The documents second revised on file shall be amended in accordance with the recommendations of the Council Auditor as shown on the list of amendments attached hereto as Exhibit 6.
Section 12. Effective Date. This Ordinance shall become effective upon signature by the Mayor or upon becoming effective without the Mayor's signature.
Form Approved:
/s/ John F. Germany
Office of General Counsel
Legislation Prepared By: John Germany
G:\SHARED\\2012\Sub\2012-270 Finance Sub-Original.doc
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