to: Mayor and Town Council
from: Roger L. Stancil, Town Manager
subject: Authorization to Complete Amendment #3 to the Development Agreement between the Town of Chapel Hill and Ram Development Company
date: January 12, 2009
The purpose of this report is to request Council authorization for the Town Manager to execute Amendment #3 to the Development Agreement for Lot 5 between the Town of Chapel Hill and Ram Development Company.
In its capacity as owner of the site, the Town of Chapel Hill executed a Development Agreement with Ram Development Company dated February 12, 2007 for the development of a mixed use project on Parking Lot 5. On April 3, 2007, the Town and Ram executed Amendment #1 to the agreement concerning LEED standards and parking for affordable housing. On September 6, 2007, the Town and Ram executed Amendment #2 (as authorized on June 27, 2007) to make conforming changes to the Agreement necessary for compatibility with the Council’s decision on the Special Use Permit for this project.
Ram Development Company now requests an Amendment #3 to the Development Agreement (please see Attachment 1). This Amendment would assign Ram’s rights under the Development Agreement to 140 West Franklin, LLC. The Amendment would also would make conforming changes to the Ground Lease and incorporate provisions of the Town’s Special Use Permit (Exhibit D of the Development Agreement).
Amendment #3 would assign the original project agreements from Ram Development Company, LLC to 140 West Franklin, LLC, an affiliate of the original developer. In exchange for the Town’s consent to the assignment, Ram Development Company, LLC has agreed to remain primarily liable for the developer obligations under its development agreement with the Town and to enter into a guaranty of the developer’s obligations as tenant under the ground lease for the project.
In addition, minor scrivener’s changes have been made to the ground lease in order to accurately reflect the final conditions of the special use permit. The revised ground lease would replace the document currently shown as Exhibit D in the Development Agreement.
The Town’s attorney for the project, Glen Hardymon, has negotiated and reviewed the proposed Amendment #3. The proposed Amendment attached shows the signatures of the Ram Development Company and of 140 West Franklin, LLC; and contains the signature of Casey Cummings indicating his continuing liability as Guarantor of the project.
The text of the Development Agreement and previous amendments may be found on-line at: http://townhall.townofchapelhill.org/projects/dedi/documents/agreement/
We recommend the Town Council adopt the attached resolution authorizing the Town Manager to execute the “Third Amendment to and Assignment of General Development Agreement” between the Town of Chapel Hill, Ram Development Company, and 140 West Franklin LLC; including conforming changes to the Ground Lease reflecting this assignment, as well as changes necessary for compatibility with the Council’s decision on the Special Use Permit for this project.
ATTACHMENTS