3/5/2013. City Council City Hall Wilmington, North Carolina Dear Mayor and Councilmembers:

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1 ITEM PH2 OFFICE OF THE CITY MANAGER (910) FAX(910) TDD (910) /5/2013 City Council City Hall Wilmington, North Carolina Dear Mayor and Councilmembers: Attached for your consideration, after a public hearing on March 5, 2013 and continued from your February 19, 2013 meeting, is an ordinance approving the First Amendment to the Development Agreement with NNP-IV Cape Fear River, LLC ("Newland") for the "RiverLights" Development. The First Amendment to the Development Agreement is being proposed in conjunction with the proposed ordinance modifying the conditions of the Conditional District. The Amendment includes: 1. New Legal Description to add to the RiverLights development-the submerged land located in the Cape Fear River which was legislatively annexed into the city limits in July Clarification of the term "Developed" to define when the Wilderness Road and Arnold Road connections are to be provided by the developer. The current Development Agreement requires Wilderness Road to be constructed until Parcel 1A (northwest portion of RiverLights) is developed, and requires Arnold Road to be constructed when Parcel R is developed (southern portion of RiverLights). Because developed is not defined, the amended Development Agreement clarifies the definition and how it applies to Wilderness Road and Arnold Road, respectively. The amended Development Agreement also provides a schedule for the Wilderness Road and Arnold Road interconnectivity in terms of when they are required to be provided by the developer. 3. Schedule for Payments to City for the relocation of River Road. The current Development Agreement requires the initial road payment of $916, be made upon the developer s receipt of its first building permit for a residential unit or January 1, 2011, whichever is later. The second and third payments would be made on the first and second anniversary date after the first payment. The proposed amendment would allow the developer to make the first payment on or before 120 days after the first portion of the realigned River Road is opened to the general public. The second payment would be required on or before 120 days after the second portion of River Road is opened. The final payment would be required on or before 120 days after the opening of the completed River Road realignment and the existing River Road is closed. 4. Application of River Road realignment payment-in-lieu. The proposed amendment will modify the current Development Agreement to clarify that in no event shall the City be obligated to pay more than the applicable Road Payment towards road improvements associated with the development. PH2-1

2 Under the,current Development Agreement the City is responsible for all improvements above and beyond those identified in the approved TIA. 5. Term for when the City is required to relocate the WPD Firing Range is amended from when Newland receives its first certificate of occupancy for any building, as required in the existing Development Agreement to no earlier than January 1, 2017 and when the city receives the first $916, road payment-in-lieu for the relocation of River Road. 6. Schedule for construction of New River Road and identifies that portions of the RiverLights development cannot occur until the relocated River Road is constructed. The proposed amendment is consistent with the City Council adopted Focus Areas of Diverse and Thriving Economy; Welcoming Neighborhoods and Public Spaces; Safe Community; Civic Partnerships; and Sustainability and Adaptability. If the proposed amendment is adopted by Council, road completion, guidelines, payment due dates, and firing range relocation deadlines will be altered. Failure to pass the amendment will result in the maintenance of the existing agreement complete with the existing deadlines and guidelines. Passage of the attached Ordinance is recommended. Respectfully submitted, Sterling B. Cheatham, City Manager PH2-2

3 Ordinance City Council City of Wilmington North Carolina Introduced By: Sterling B. Cheatham, City Manager Date: 2/19/2013 Ordinance Approving the First Amendment to the Development Agreement with NNP-IV Cape Fear River, LLC for the RiverLights Development (recorded in Book 5415 at Page 2124 in the New Hanover County Registry) LEGISLATIVE INTENT/PURPOSE: NNP-IV Cape Fear River, LLC [ Newland ] owns approximately 1, (more or, less) acres of land on the Cape Fear River between Barnards Creek and Motts Creek. On June 15, 2009, the City and Newland recorded a Development Agreement in Deed Book 5415 at Pages in the Office of the new Hanover County Register of Deeds, NC. Newland has requested that the City consider entering into a First Amendment to Development Agreement relating to this property to adjust for the economic market conditions. The anticipated development is a single, master- planned community consisting of mixed use development with a community boating facility residential units, retail uses, office space and other uses permitted in the City s MX zoning district. Per the development agreement the community will also contain single family and multifamily residential units and other uses permitted by the R-7 zoning district. The proposed First Amendment to Development Agreement amends the agreement to create three distinct phases each having a clear commencement dates, terms for traffic connectivity, street design, and terms for payments to the City. The proposed First Amendment to Development Agreement also provides one comprehensive schedule for the construction of New River Road. The City is authorized by Article 19 of Chapter 160A of the North Carolina General Statutes to enter into Amendments to Development Agreements. The City and Newland negotiated the First Amendment to the Development Agreement in the form attached hereto as Exhibit A and incorporated herein by reference [ Amendment ]. The City is authorized by section 13.7 of the Wilmington City Charter to enter into contracts with developers of property to construct utilities, drainage facilities, parks, streets and related public facilities funded with public funds is part of the development of the property based upon PH2-3

4 provisions sufficient to assure that that the public facilities included as part of the development meet the needs of the City and are constructed at a reasonable price. As provided by N.C.G.S. 160A , the Wilmington City Council conducted a public hearing on February 05, 2013 to consider the approval and execution of the First Amendment to Development Agreement and in accordance with the procedures set forth N.C.G.S. 160A-364; the notice of public hearing, among other things, specified the location of the parcels of land subject to the First Amendment to Development Agreement, uses proposed on the parcels of land and a place where a copy of the agreement can be obtained. The City Council has determined that it is in the public interest to enter into the First Amendment to Development Agreement with Newland. THEREFORE, BE IT ORDAINED: THAT, the City is authorized to enter into the First Amendment to Development Agreement with Newland relating to the RiverLights Development. THAT, as provided by N.C.G.S.160A-4.30, Newland shall record the First Amendment to Development Agreement in the New Hanover County Registry within fourteen (14) days after the City s execution of the Amendment. Adopted at a meeting on 2013 ATTEST: Bill Saffo, Mayor APPROVED AS TO FORM: Penelope Spicer-Sidbury, City Clerk City Attorney PH2-4

5 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the First Amendment ) is made and entered into this day of, 2013 by and between NNP-IV CAPE FEAR RIVER, LLC ( Newland ), a Delaware limited liability company authorized to conduct business in the State of North Carolina, and the CITY OF WILMINGTON, North Carolina ( Wilmington or City ). I. BACKGROUND The City and Newland entered into a Development Agreement June 10, 2009 (the Development Agreement ) to provide for original zoning and annexation of a multiphased, mixed use commercial and residential project. The Development Agreement was recorded within the time period prescribed by N.C. Gen. Stat. 160A in Book 5415, Page 2124 of the New Hanover County Register of Deeds. As provided in N.C. Gen. Stat. 160A , the City has determined Newland has demonstrated good faith compliance with the terms of the Development Agreement. However, due to changed circumstances since the Date of Adoption and to clarify certain provisions within the Development Agreement, the City and Newland have determined that it is in the best interest of both parties to amend the Development Agreement as provided in this First Amendment and as permitted by N.C. Gen. Stat. 160A After careful review and deliberation, the City has determined that the Project, as amended by this First Amendment, is consistent with both (1) the LDC and (2) the City s Future Land Use Plan, which identifies the City s plans pertaining to future land use. The City firmly believes that the Project, as amended by this First Amendment, will further the City s land use planning objectives and policies as articulated in these documents, as well as enhance and secure the health, safety, welfare and economic well being of residents of and visitors to the City. PH2-5

6 NOW, THEREFORE, in consideration of the mutual promises and other valuable consideration set forth herein, the receipt of which is hereby acknowledged, and the mutual benefits to be received by the parties hereto, the City and Newland hereby agree the Development Agreement is modified as follows: II. DEFINITIONS AND DURATION A. Definitions All capitalized terms contained herein and not otherwise defined within this First Amendment shall have the meaning provided for such term in the Development Agreement. The words and terms listed below shall have the following meanings: 1. Date of Modification Adoption The date of modification adoption shall be the date that Newland has signified its acceptance of the terms approved by the City of Wilmington in this First Amendment through its execution and recordation of this First Amendment in the New Hanover County Register of Deeds. Any future extension and expiration dates shall be calculated as of the Date of Adoption unless otherwise specifically provided herein for such dates to be calculated as of the Date of Modification Adoption. 2. Date of Modification Approval The date of modification approval shall be that original date that the City of Wilmington votes to approve this First Amendment. 3. Development Agreement Any reference to Development Agreement shall include this First Amendment and the terms and conditions contained herein. B. Exhibits Exhibits A-1 and B-1 are hereby added to Exhibits A and B, respectively. Any references in the Development Agreement as amended by this First Amendment to (i) Exhibit A shall also include Exhibit A-1 and (ii) Exhibit B shall also include Exhibit B-1. C. Public Hearing The City Council conducted a public hearing on to consider approval and execution of this First Amendment. The City Council approved this First Amendment and the City s execution of the same. D. Duration Subject to any subsequent agreements extending the original duration, as extended by this First Amendment and as provided by N.C. Gen. Stat. Section 160A- PH2-6

7 400.25, this Agreement (as amended by this First Amendment) shall expire twenty years from the Date of Modification Adoption. E. River Road 1. Traffic Impact Analysis. Article VIII.A.1) is modified by adding the following at the end of the same. In the event the non-residential square footage constructed within the Development exceeds that which is provided in the TIA and as a direct result, the City or NCDOT require transportation improvements, studies or traffic mitigation measures to be performed by Newland greater than those set forth in Exhibit F (the Additional Traffic Improvements ), the City shall apply the Road Payment to pay for the same. Any and all costs for the Additional Traffic Improvements incurred after the application of the Road payment shall be the responsibility of Newland. Solely for the purpose of calculating the non-residential square footage constructed within the Development as provided in this paragraph, all Converted Square Footage (as defined below) shall be deemed to mean nonresidential square footage. Notwithstanding anything contained herein or any other provision to the contrary, in no event shall (i) Newland be responsible for any additional transportation improvements, studies or traffic mitigation measures associated with or related to the realigned River Road as a result of this paragraph and (ii) any additional transportation improvements, studies or traffic mitigation measures associated with or related to the realigned River Road be considered Additional Traffic Improvements. Notwithstanding anything contained herein to the contrary, in no event shall the City be obligated to pay more than the Road Payment for the Additional Traffic Improvements. 2. The City hereby confirms that (i) Old River Road and the corresponding right of way is a City street and right of way as a result of the resolution identified in Section VIII. D.3) of the Development Agreement and (ii) the transportation and traffic mitigation improvements identified as items 1, 2, and 3 on pages 63 and 64 of Exhibit F to the Development Agreement have been completed by parties unrelated to the Development Agreement and are no longer required thereunder. III. MODIFICATIONS OF DEVELOPMENT AGREEMENT A. Zoning and Densities 1. Total Residential Units. Article VI.B.1) is hereby deleted in its entirety and replaced with the following: The maximum combined number of single family and multi-family residential dwelling units shall not exceed 2,290 unless the requirements of Article VI.B.4 are satisfied. PH2-7

8 2. Reduction in Non-Residential Densities. Article VI.B is hereby amended by adding the following at the end of such section. 4) Notwithstanding anything contained herein to the contrary, the maximum combined number of single family and multi-family residential dwelling units may exceed 2,290 provided that for every residential unit over 2,290, the number of non-residential density allowed hereunder shall decrease by 500 square feet for every single family home and 300 square feet for every townhome. Such increase in residential density shall in no event exceed 2,790 residential dwelling units. Any such converted square footage from non-residential density to residential density shall be referred to herein as Converted Square Footage. 3. Multi-Family Component. Article VI.C.3)c) is hereby amended to delete the reference one hundred (100) and insert one hundred fifty (150) in lieu thereof. B. Transportation 1. Secondary Access. a. Wilderness Road Connection. Article VIII.B.2)b) is hereby amended to add the following four sentences at the end of the same. For purposes of this subsection (b) and in the event Tract 1A is developed in several phases, developed shall be deemed to mean the earlier of (i) approval of the final subdivision plat for the second phase of Tract 1A or (ii) five years from the recordation of the final subdivision plat for the first phase of Tract 1A. In the event Tract 1A is the subject of only one subdivision approval such that it is not phased, developed shall be deemed to mean approval of the final subdivision plat for all of Tract 1A. In addition, Newland acknowledges and agrees that at such time as the first subdivision plat for Tract 1A is approved, the City Technical Review Committee may require Newland to plat the right of way for the internal road within Tract 1A connecting to the boundary line of Tract 1A where it meets the Wilderness Road connection and require a financial guaranty as to the same. Notwithstanding anything contained in the Development Agreement or this Amendment to the contrary, Newland acknowledges and agrees that the City Technical Review Committee may require Newland to dedicate the right of way of the Wilderness Road connection from the existing Wilderness Road to the Realigned River Road (as shown on the Master Plan) as a condition of the first subdivision plat approval in the Development. Construction within such dedicated right of way shall be completed at such time as the Realigned River Road is fully completed. PH2-8

9 b. Arnold Road Connection. Article VIII.B.2)c) is hereby amended to add the following three sentences at the end of the same. For purposes of this subsection (c) and in the event Parcel R is developed in several phases, developed shall be deemed to mean the earlier of (i) approval of the final subdivision plat for the second phase of Parcel R or (ii) five years from the recordation of the final subdivision plat for the first phase of Parcel R. In the event Parcel R is the subject of only one subdivision approval such that it is not phased, developed shall be deemed to mean approval of the final subdivision plat for all of Parcel R. In addition, Newland acknowledges and agrees that at such time as the first subdivision plat for Tract R is approved, the City Technical Review Committee may require Newland to plat the internal road within Tract R connecting to Arnold Road and provide a financial guaranty as to the same. 2. River Road. Section VIII.D.5 is hereby deleted in its entirety and the following inserted in lieu thereof: Newland shall pay the City the sum of two million seven hundred fifty thousand dollars ($2,750,000) (the Road Payment ) in three equal installments as a payment-in-lieu of other transportation improvements desired by the City, the WMPO, and the NCDOT but not set forth in Exhibit F unless such transportation improvements are a direct result of the application of the last paragraph of Article VIII.A.1). The first $916, installment of the Road Payment shall be due to the City on or before one hundred twenty (120) days after the earlier of the (i) opening of the Barnard s Creek Portion of River Road (as defined in Schedule 1) to the general public and (ii) the opening of the Mott s Creek Portion of River Road (as defined in Schedule 1) to the general public. The second installment shall be due to the City on or before one hundred twenty (120) days after the later of (i) and (ii) above in this Section VII.D.5. The final installment shall be due on or before one hundred twenty (120) days after the later of (i) opening of the completed River Road alignment to the general public and sufficient for Newland to develop Tracts G, H and J (as provided in paragraph 3 of Schedule 1) and (ii) all of the right of way referred to herein as Old River Road is closed and abandoned pursuant to G.S. 160A-299. Notwithstanding anything contained herein to the contrary, the City acknowledges that portions of Old River Road will need to be abandoned in connection with and a condition to the opening of various phases of the Realigned River Road and shall not trigger the third installment of the Road Payment being due. Newland and the City understand and agree that the abandonment and closure of Old River Road is an integral component of the Agreement, an important condition of the completion of the Master Plan and the failure of such abandonment and closure will require a revision to the Master Plan PH2-9

10 and this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Newland shall not be obligated to make the transportation improvements listed in Exhibit F and in Section VIII.A.1 nor make the third installment of the Road Payment unless: NCDOT consents to the Road Closure, if required, as provided in subsection 4 above and without any conditions to the same; and the Old River Road right-of-way is closed and abandoned pursuant to G.S. 160A-299. C. Water and Sewer Article IX.E. is hereby deleted in its entirety as the 20 force main and interim pump station upgrades have been initiated by the Utility Authority pursuant to the Utility Authority Development Agreement. D. Dedications, Reservations and Public Amenities 1. Park Tracts. Article XI.C.1)a) is hereby modified by adding the following sentence to the end of such section. Notwithstanding the foregoing, the City consents to Progress Energy Carolinas, Inc. occupying the northernmost Park Tract on a temporary basis for staging of materials and equipment as is more particularly described in that certain Temporary License Agreement between Newland and Progress Energy Carolinas, Inc. dated. 2. Firing Range. Newland and the City have used good faith and reasonable efforts to locate an alternate location for the outdoor firing range as provided in Article XI.F. Newland and the City shall continue to use such good faith efforts as to the timing of the same so the City may have adequate time to locate an alternate site for the same. In the event Newland shall require the City to relocate the firing range prior to the first payment date of the Road Payment, Newland shall provide one hundred twenty (120) days prior written notice of such requirement. In such event and notwithstanding the conditions set forth in Section VII. D.5 as to the first payment due date, Newland shall make the first payment of the Road Payment at such time as the firing range is actually relocated. Notwithstanding anything contained herein or the Agreement to the contrary, in no event shall the City be required to relocate the firing range prior to (i) January 1, 2017 and (ii) receipt of the City of the first $916, installment of the Road Payment. E. Development Schedule and Phasing 1. Development Schedule. Article XII.A.1), 2) and 3) are deleted in their entirety and the following inserted in lieu thereof. 1) Road and Utility Infrastructure The River Road realignment may be phased in accordance with the schedule attached hereto at Schedule 1. PH2-10

11 2) Within Five Years Within five years of the date of the Date of Modification Adoption, Newland shall have commenced development of at least one phase within the R7-CD District. Upgrades to pump stations and force mains shall be completed as specified in the Utility Authority Development Agreement, but in any event prior to the issuance of the first certificate of occupancy issued for any phase or parcel within the Development and served by the force main or pump station. 3) Within Ten Years Within ten years of the Date of Modification Adoption, Newland shall have commenced the MX-CD District and commenced development of at least two (2) phases within the R7-CD District. 2. First Certificate of Occupancy. Article XII is hereby modified by deleting Article XII.B.2)a) in its entirety and inserting the following in lieu thereof. a) Intentionally deleted. 3. Secondary Access. Article XII.B.3)a) is hereby deleted in its entirety and the following inserted in lieu thereof: a) Secondary Access Secondary access points to Lorraine Drive, Wilderness Road and Arnold Road and accompanying sidewalk improvements shall be completed as provided herein. F. Notices The notice provision found in Article XIII.H. is modified by deleting the notices for Newland and replacing them with the following: To Newland at: Richard L. Croteau NNP IV-Cape Fear River, LLC c/o Newland Real Estate Group LLC 3410 River Road, Suite 103 Wilmington, N.C Telephone: (910) PH2-11

12 Keith Hurand NNP IV-Cape Fear River, LLC c/o Newland Real Estate Group LLC 16 Windy Knoll Circle Chapel Hill, N.C Telephone: (919) Sharon W. Koplan Regional General Counsel Newland Real Estate Group LLC 1700 Pacific Avenue, Suite 3890 Dallas, Texas Phone: (214) Fax: (214) with copies to: Michael V. Lee Lee Law Firm, PLLC 3909 Wrightsville Avenue, Ste. 100 Wilmington, North Carolina Telephone: (910) G. No Pledge of Taxing Power or Governmental Authority No provision of this First Amendment shall be construed or interpreted as (1) creating a pledge of the faith and credit of the City within the meaning of any constitutional debt limitation, (2) delegating governmental powers, or (3) a donation or a lending of the credit of the City within the meaning of the Constitution of the State of North Carolina. No provision of this First Amendment shall be construed to pledge or to create a lien on any class or source of City monies, or operate beyond its intended scope so as to restrict, to any extent prohibited by law, any future action or right of action on the part of the Wilmington City Council. To the extent of any conflict between this section and any other provision of this First Amendment, this section shall take priority. The City has had this First Amendment, and the obligations contemplated hereunder, preaudited to ensure compliance with the budgetary accounting requirements (if any) that apply. This First Amendment is conditioned upon, and shall not become operative until, any required pre-audited certification is supplied. PH2-12

13 H. Counterparts This First Amendment may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument. PH2-13

14 [SIGNATURE PAGE - FIRST AMENDMENT TO DEVELOPMENT AGREEMENT] IN WITNESS WHEREOF, the parties hereby set their hands and seals, effective the date first above written. NNP-IV CAPE FEAR RIVER, LLC By: Title: CITY OF WILMINGTON Adopted by the City of Wilmington City Council this the day of, Bill Saffo, Mayor Attest: City Clerk APPROVED AS TO FORM: City Attorney This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. By: City of Wilmington Finance Director PH2-14

15 County, North Carolina I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: (name(s) of principals.) Date: [Notary s Signature] [Notary s Printed or Typed Name] [Official Seal] My Commission Expires: STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, the undersigned Notary Public, do hereby certify that Penelope Spicer-Sidbury personally appeared before me, and who being duly sworn, says that she know the common seal of the City of Wilmington and is acquainted with Bill Saffo, Mayor, of the city of Wilmington, and that Penelope Spicer-Sidbury is Clerk of the city of Wilmington and saw the said Bill Saffo, Mayor, of the City of Wilmington, sign the foregoing instrument, and saw the common seal of said City of Wilmington affixed to said instrument by said Mayor that she, the said Penelope Spicer-Sidbury, Clerk as aforesaid, signed her name in attestation of the due execution of said instrument in the presence of said Mayor of the City of Wilmington. I certify that Penelope Spicer-Sidbury personally appeared before me this day and I have personal knowledge of the identity of Penelope Spicer-Sidbury. Witness my hand and notarial seal, this the, day of [Notary s Signature] [Notary s Printed or Typed Name] [Official Seal] My Commission Expires: PH2-15

16 SCHEDULE 1 NEW RIVER ROAD PHASING 1. Newland shall not be permitted to develop Tracts R, Q, M, N, L and K until such time as the relocated River Road is constructed from the traffic circle at Lorraine Drive to Old River Road on the southern portion of the Property in the direction of Motts Creek (the Mott s Creek Portion of River Road ). 2. Newland shall not be permitted to develop Tracts 1A, 1B, 1C, 2A, 2B and any of the MX-CD District until such time as the relocated River Road is constructed from Barnards Creek to the access point into Tract1A as shown on the Master Plan (the Barnard s Creek Portion of River Road ). In connection with the construction of this phase of the relocated River Road, Newland may construct a two lane bridge with bike lane, in Newland s sole discretion, over the lake in lieu of a culvert with the River Road divided median tapering into a non-divided median at both approaches and exits from such bridge. Engineering and construction of such bridge shall be subject to the review of the City. 3. Newland shall not be permitted to develop Tracts G, H, and J until such time as the relocated River Road is fully constructed. PH2-16

17 EXHIBIT A-1 Certain parcel or parcels of land situated in Masonboro Township, New Hanover County, North Carolina and being more particularly described as follows: Beginning at a point on the mean high water line along the Eastern Bank of The Cape Fear River and the southern bank and mouth of Barnard s Creek, said point having NC GRID NAD 83(86) coordinates of North and East and being located South 62º West feet from a point in the centerline of Barnard s Creek Bridge on River Road, said centerline point having NC GRID NAD 83(86) coordinates of North and East , said point being the true Point of Beginning; Thence from said Point of Beginning, along the eastern bank of said Cape Fear River the following courses and distances: S 01º E feet, S 09º W feet, S 00º E feet, S 32º W feet, S 01º W feet, S 12º W feet, S 21º W feet, S 00º W feet, S 08º W feet, S 16º W feet, S 38º W feet, S 18º W feet, S 29º W feet, S 27º W feet, S 15º W feet, S 33º E feet, S 13º E feet, S 24º E feet, S 18º E feet, S 13º E feet, S 19º E feet, S 24º E feet, and S 06º E 5.17 feet; thence leaving said eastern bank South 62º West feet to a point; thence North East feet to a point; thence North 62º East feet to the Point of Beginning, containing Acres, more or less. PH2-17

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