HomeMy WebLinkAbout2011/06/07-Minutes-Fort Worth Local Development Corporation (FWLDC)CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Present:
President Frank Moss
Vice President Danny Scarth
Secretary Carter Burdette
Treasurer W.B. "Zim" Zimmerman
Director Mike Moncrief
Director Salvador Espino
Director Jungus Jordan
Director Kathleen Hicks
Absent:
Director Joel Burns
City staff:
Susan Alanis, Assistant City Manager
Peter Vaky, Deputy City Attorney
Ron Gonzales, Assistant City Secretary
Jay Chapa, Director, Housing & Economic Development Department
Jean Petr, Gas Lease Program Manager, Planning and Development Department
Other City staff in attendance included:
Cynthia Garcia, Assistant Director, Housing & Economic Development Department
Robert Stums, Economic Development Manager, Housing & Economic Development Dept.
LeAnn Guzman, Assistant City Attorney
Mark Folden, Business Development Coordinator, Housing & Economic Development Dept.
Henry Day, Senior Management Analyst, Housing & Economic Development Department
Robin Bentley, Acting Housing Program Manager, Housing & Economic Development Dept.
Coy Gray, Senior Administrative Services Manager, Housing & Economic Development Dept.
Charletra Hurt, Sr. Contract Compliance Specialist, Housing & Economic Development Dept.
Call to Order
(Agenda Item 1)
With a quorum of the Board Members present, President Moss called the called - special
session to order for the Board of Directors of the Fort Worth Local Development Corporation
(Corporation) at 3:05 p.m. on Tuesday, June 7, 2011, in the Pre - Council Chamber of the Fort
Worth Municipal Building, 1000 Throckmorton, Fort Worth, Texas, with Director Burns absent.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 2
Approval of Minutes from Meeting Held on
April 5, 2011 (Agenda Item 2)
President Moss opened the floor for a motion on the minutes.
MOTION: Upon a motion made by Director Burdette and seconded by Director Scarth, the
Board of Directors of the Fort Worth Local Development Corporation voted
unanimously eight (8) "ayes" and zero (0) "nays ", with Director Burns absent, to
approve the minutes of the April 5, 2011, meeting of the Fort Worth Local
Development Corporation. The motion carried.
Consideration of Financial Report (Agenda Item 3A)
President Moss referenced the following financial report:
The Balance Sheet dated April 30, 2011, for the Corporation (unaudited) as follows:
Assets
Cash and cash equivalents $1,878,580.84
Interest Receivable 8,201.78
Accounts Receivable (1) 3,659.39
Total Assets $1,890,442.01
Liabilities and Fund Balance
Accounts and Contracts Payable 0.00
Total Liabilities 0.00
Fund Balance (Deficit)
Designated for Authorized Expenditures $2,492,627.92
Net Income (602,185.91)
Undesignated 0.00
Total Fund Balance 1,890,442.01
Total Liabilities and Fund Balance $1,890,442.01
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 3
Consideration of Financial Report (cont'd) (Agenda Item 3A)
The Statement of Revenues and Expenditures from October 1, 2010, through
April 30, 2011 (unaudited), for the Corporation as follows:
Revenues
Property Tax Reimbursement
$40,357.70
Revenue from Rents
211,241.73
Gas Lease Bonus
0.00
Gas Lease Royalties
73,021.69
Easement for Pipelines
15,003.29
Interest Income
13,619.91
Change in Fair Value of Investments
0.00
Other Revenue
0.00
Total Revenue
$353,244.32
Expenditures
Bank Charges
$182.46
Contractual Services
666,505.03
Insurance
25,586.25
Property Management
8,449.70
Property Purchase
0.00
Property Taxes
120,315.39
Repairs
78,015.50
Security System
3,591.69
Storm Water Utility
18,453.75
Transfers to City
26,000.00
Utilities
8,330.46
Total Expenditures
$955,430.23
Excess (Deficiency) of Revenues Over (Under) Expenditures
($601185.9 1)
Fort Worth Local Development Corporation dated April 30, 2011, (unaudited) for
the Corporation as follows:
Total Cash at April 30, 2011 $1,878,580.84
Cash in Property Management Account (5,564.76)
Cash available in City account 1,873,016.08
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 4
Consideration of Financial Report (cont'd)
Commitments
Evans & Rosedale Enhanced CFA
Survey Expenses
Reserves
Maintenance Reserve
Property Tax Reserve
Total Commitments & Reserves
Unrestricted Cash Available
(Agenda Item 3A)
$237,228.91
$6,250.00
100,000.00
100,000.00
443,478.91
$1,429,537.17
The Schedule of Available Funds noted that on August 21, 2007, $275,000.00 was
transferred to the City (M &C C- 22334) with the understanding that it would be paid back when
properties along Lancaster are sold. The transfer was made to fund an art sculpture on Lancaster
Avenue. On December 18, 2007, $162,000.00 was transferred to the City (M &C C- 22592) with
the understanding that it would be paid back when properties along Lancaster are sold. The
transfer was made to fund survey services and improvements on Lancaster Avenue. In
September 2008, $92,321.91 of the $162,000.00 was returned to the LDC.
President Moss opened the floor for discussion and /or comments on these reports. There
was no discussion or formal action on the reports and the reports were accepted as presented.
Executive Session (Agenda Item 4
President Moss stated that he had been advised that an Executive Session was not
necessary on the following items:
A. Seek the advice of its attorneys concerning the following items that are exempt from
public disclosure under Article X, Section 9, of the Texas State Bar Rules, as
authorized by Section 551.071 of the Texas Government Code: (i) legal issues
concerning any current agenda item; and
B. Discuss the purchase, sale, lease or value of real property, as authorized by Section
551.072 of the Texas Government Code. Deliberation in an open meeting would
have a detrimental effect on the position of the Corporation in negotiations with a
third party; and
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 5
Executive Session (cont'd) (Agenda Item 4
C. Discuss or deliberate negotiations related to any economic development negotiations,
as authorized by Section 551.087 of the Texas Government Code.
This agenda item was passed over.
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street (Agenda Items 5 -8)
Mr. Jay Chapa, Director, Housing and Economic Development Department, addressed
the Corporation regarding the proposed resolution. Mr. Chapa advised that his presentation
would also include agenda items 6 through 8 as follows:
- Agenda Item 6: Adopt Resolution to Authorize a Lease of and Option to Purchase
Property Located Between Throckmorton Street and Berry Street from the City of Fort
Worth for the Lancaster Project.
- Agenda Item 7: Adopt Resolution to Hire Kelly Hart & Hallman as Outside Counsel for
the Lancaster Project Located Between Throckmorton Street and Monroe Street for an
Amount Not to Exceed $40,000.00.
- Agenda Item 8: Adopt Resolution to Execute a Conditional Commitment, Contract and
Related Documents with the City of Fort Worth for Two Million Dollars in HOME Funds
for the Development of the Lancaster Project Located Between Throckmorton Street and
Monroe Street.
Using a PowerPoint presentation, Mr. Chapa provided the following summary of what
the presentation on the proposed Lancaster Mixed Use Project would include:
• Project Location/Description (located on south end of downtown)
• Existing Conditions
• Proposed Project
• Incentives and Terms
• Staff Recommendations /Next Steps
Ms. Chapa advised the Corporation of the project partners for the project as follows:
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 6
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street (cont'd) (Agenda Items 5 -8)
• Local Development Corporation (LDC)
• City of Fort Worth
• Catholic Diocese of Fort Worth
• Randy Gideon/Tom Purvis (Consultants)
• TIF #8 (Lancaster) (To be presented to TIF Board on June 23, 2011)
Mr. Chapa stated that the question had been asked, "Why a Local Development
Corporation Project ?" He advised that one of the main reasons was to spur development in this
area and provide a development that meets the guidelines along the Lancaster Corridor. He
continued his presentation with the following additional supporting information:
• LDC can utilize City -owned property while providing a return to the City at a later date.
• LDC can bring added density with mix of uses by including the affordable housing
project and carrying the retail space until the market develops.
• The larger project will set the design tone and jump start development along Lancaster.
• LDC can own parking structure to promote additional development.
• Additional revenue producing asset for the LDC.
Mr. Chapa noted that there were several projects that the LDC had been involved that
allowed them to use non -City dollars in a way to keep economic development going for certain
projects (Rosedale, redo of Missouri, Jack in the Box, Oliver's Fine Foods, grocery store
downtown).
Mr. Chapa provided information on the existing conditions of the properties as noted
below:
• Located in Council District 9.
• No existing structures — space used for City vehicle parking.
• Located south of the Zipper Building.
• Surplus property between Lancaster and 15th Street.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 7
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street (cont'd) (Agenda Items 5 -8)
Mr. Chapa displayed a slide entitled "City and State Property" and pointed out the lots
that required acquisition from the Texas Department of Transportation (TXDoT) once the
Lancaster project street configuration was completed. He stated that the green and red areas
were the properties that were acquired from TXDoT, the blue areas were the properties that were
already owned the City and the red boxed area signified the project area.
Mr. Chapa's next slide provided an aerial view of the overall layout for the project and he
explained that the area in green represented residential property and the area in blue represented
office property. He pointed out that the first floor of all three (3) properties would be retail
oriented. He added that parking, in partnership with the Diocese of Fort Worth, and shadowed in
gray would be to provide a parking structure in the vicinity. He stated that the parking utilized
currently for City use would be incorporated into the overall parking structure. He clarified that
the blue property was not a speculative office project; it would actually include two (2) floors
that would be condominiums that would be owned by the Catholic Diocese who would also
move their offices to the downtown, and the other two (2) floors already had specific tenants that
were secured as part of the project being developed by L2L- Lancaster, LLC.
Mr. Chapa provided two (2) architectural block renderings showing the scale of what five
(5) story buildings would look like. He added that the Lancaster guidelines required that the
buildings be a least three (3) stories with mixed use structures and not more than eight (8) stories
so as not to take away from the historical significance of some of the buildings on the other side
of the street. He pointed out that the art deco buildings being displayed worked very well with
the Post Office building and the buildings allowed for enough height and density for the area,
whereas going beyond the five (5) stories would make it more difficult to develop. He provided
the following detailed information for the proposed project:
Residential Units
Approximately 90 Units
(5 Apartment Floors)
• 35 — 1BR (2 -Low HOME, 9 -High HOME)
• 50 — 2BR (3 -Low HOME, 13 High HOME)
• 5 — 3BR (0 -Low HOME, 2 -High HOME)
• Approximately 950 -1,500 square feet
Affordable Rents
• 1 BR Low Rent $632, High Rent $708
• 2 BR Low Rent $758, High Rent $861
• 3 BR Low Rent $876, High Rent 1,105
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 8
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street cont'd (Agenda Items 5 -8)
Office Space (5 Floors)
Approximately 60,000 square feet
Retail Space
Approximately 20,000 square feet
Total Project Space
Approximately 230,000 square feet
Garage/New Public
Parking
450 Spaces
Total Real Property
Improvement
$25 -35 Million
Mr. Chapa then displayed a slide that depicted snapshots of the type of building facades
that would complement the buildings for the proposed project. He next explained the financing
structure for the project as follows:
• HOME Funds
• LDC Funds
• Private (Office tenants)
• Lancaster TIF
• Utility relocation
• Affordable Housing
• Parking Structure
• Debt Financing
•'• Total Improvements
$2,000,000.00
$500k to $1 Million
Actual Cost
To Be Determined
Remainder
$25.0 - $35.0 Million
He stated that in order to proceed, the following actions were required:
• Hire Development Consultant.
• Assume control of City of Fort Worth property.
• Accept HOME funds from City of Fort Worth.
• Hire Legal Counsel
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 9
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street cont'd (Agenda Items 5 -8)
Mr. Chapa stated that it was envisioned that the LDC would create a single -asset entity
that would be the actual owner and be separated from LDC and make it a taxable entity. He
advised the Corporation of the Developer Management Agreement with L2L- Lancaster, LLC, as
follows:
• L2L- Lancaster, LLC, will provide
• Design Services
• architectural services
• schematic /feasibility
• preliminary civil engineering
• Market Analysis
• Appraisals
• Survey
• Development Fee
• Contract Amount— Up to $535,000.00
He then provided information on the Lease /Option to Purchase City -Owned Property as
reflected below:
• Long -term (30 year) Lease /Option to Purchase City -owned property along Lancaster.
o Rent and Option Fee (approximately $40,000.00)
■ Amount for closing costs associated with purchase of the property from
the state.
• At time of sale, City receives appraised value of the land; LDC receives value of
improvements.
• Parking on the Zipper Building lot to be replaced in parking garage.
The recommendation for the contract with the City for HOME Funds was as follows:
• Authorize up to $2,000,000.00 of HOME funds for the development of up to 25 low to
moderate income housing units.
• Units to remain affordable for 20 years.
• Deferred Payment Loan that will be forgiven after 20 years so long as the units remain
affordable.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 10
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street cont'd (Agenda Items 5 -8)
Mr. Chapa referred to his comments relative to the creation of a separate entity that
would be the actual owner of the property and stated that staff recommended the hiring of Kelly
Hart & Hallman for the following legal services:
• Agreement for Legal Services to:
o Review transaction.
• Create Single - Purpose Entity.
• Assist in the Lease /Option Agreement with City in order that portion of the office
building can be "condo ".
• Up to $40,000.00 for Preliminary Services.
Mr. Chapa concluded his presentation with the following staff recommendation.
• Approve resolutions authorizing:
• Development Management Agreement with L2L- Lancaster, LLC.
• Lease /Purchase Option Agreement with City of Fort Worth.
• Acceptance of HOME Funds.
• Engage Kelly Hart & Hallman for Legal Services.
President Moss opened the floor for discussion on this issue.
Director Moncrief stated that he believed that all Corporation members realized how
critical this project was as it gave them the opportunity to begin to address density along
Lancaster. He added that he did not know when the Post Office would present an opportunity for
the City to take advantage of, but in order to be able to attract tenants, the Corporation had to
engage themselves to provide that battery to start the engine. He encouraged the board members
to support the resolutions.
Director Jordan stated that there was some real historical significance in the Post Office,
Lancaster Boulevard and the T &P warehouse. He added that this was the catalyst that would
move that area forward.
There being no further discussion, President Moss opened the floor for a motion.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 79 2011
Page 11
Adopt Resolution to Execute a Development
Management Agreement with L2L- Lancaster,
LLC, for an Amount Not to Exceed $535,500.00 for
the Lancaster Project Located Between
Throckmorton Street and Monroe Street cont'd (Agenda Items 5 -8)
MOTION: Upon a motion made by Director Jordan and seconded by Director Zimmerman,
the Board of Directors of the Fort Worth Local Development Corporation voted
unanimously eight (8) "ayes" and zero (0) "nays ", with Director Burns absent, to
approve Agenda Items 5 through 8 and adopt Resolution Nos. FWLDC- 2011 -03,
FWLDC - 2011 -04, FWLDC- 2011 -05 and FWLDC- 2011 -06. The motion carried.
Adopt Resolution to Hire Kelly Hart &
Hallman as Outside Counsel for the Oliver's
Fine Foods Project Located at 415
Throckmorton Street for an Amount not to
Exceed $5,000 (Agenda Item 9)
Mr. Peter Vaky, Deputy City Attorney, Law Department, addressed the Corporation
regarding the proposed resolution. Mr. Vaky stated that on March 1, 2011, the board authorized
the Corporation to make a loan for $450,000.00 to Oliver's Fine Food for a downtown grocery
store. He added that he drafted the loan agreement and associated with that would be the
security agreement and a guarantee by the landlord, Sundance West, Ltd. He stated he would
like the board's consent to retain outside legal counsel for an amount up to $5,000.00 to finalize
the agreement.
President Moss opened the floor for discussion on this issue.
There being no discussion, President Moss opened the floor for a motion.
MOTION: Upon a motion made by Director Jordan and seconded by Director Espino, the
Board of Directors of the Fort Worth Local Development Corporation voted
unanimously eight (8) "ayes" and zero (0) "nays ", with Director Burns absent, to
approve and adopt Resolution No. FWLDC - 2011 -07. The motion carried.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 12
Adopt Resolution Approving a Natural Gas
Pipeline License Agreement with Texas
Midstream Gas Services, LLC, Across 1776
East Berry Street (Agenda Item 10)
Ms. Jean Petr, Gas Lease Program Manager, Planning and Development Department,
addressed the Corporation regarding the proposed resolution. Ms. Petr advised that her
presentation would also include Agenda Item 11, Adopt Resolution Approving a Natural Gas
Pipeline License Agreement with Texas Midstream Gas Services, LLC, Across 3224 Yuma
Street. She provided the following background information relative to the S &B to Hickman
Pipeline for 1776 East Berry Street and 3224 Yuma Street:
• Natural gas pipeline requested by Texas Midstream Gas Services, LLC.
• Proposed route is called S &B to Hickman (HISB).
• Water Department and T /PW have reviewed alignments and have no objections.
Ms. Petr displayed an aerial map of the location and pointed out that the map was an estimate
and explained that the line generally went from IH 30 around the edge of Cobb Park. She
pointed out the location of 1776 East Berry and described the location of a large hill and two (2)
existing gas lines that went along the tow of the hill and sanitary sewer line. She explained what
part of the property that was being addressed today and stated that approximately 50 feet in from
the edge of the property line was Sycamore Creek and a sewer line. She pointed out that all of
the pipelines that were existing under the proposed area were outside of the two sanitary sewer
lines and all of the developable property had been left intact. The then referred to the property at
3224 Yuma Street and explained that it already had an existing pipeline and that the new pipeline
would go inside the property and would border the other well site which was the S &B well site.
She provided information on the pipeline at 1776 East Berry as follows:
• 24 -inch pipeline.
• Bore installation.
• No above ground facilities.
• Standard license agreement.
• Payment of $8,493.66
o 179.76LF @ $47.25/LF
• 20 -year term
Ms. Petr then displayed an aerial map of the location and explained that it was for
representation purposes only. She explained the location of the two (2) existing pipelines
and sanitary sewer lines and emphasized that the information was not to scale; it was not
taking up as much property as was being shown.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 13
Adopt Resolution Approving a Natural Gas
Pipeline License Agreement with Texas
Midstream Gas Services, LLC, Across 1776
East Berry Street (Agenda Item 10)
Ms. Petr presented the below information relative to 3224 Yuma Street:
• 24 -inch pipeline.
• Open -cut installation.
• No above ground facilities.
• Standard license agreement.
• Payment of $40,963.86.
o 866.96LF @ $47.25/LF
• 20 -year term.
Ms. Petr then displayed an aerial map for this location that reflected how much property
would be affected by the pipeline. She reiterated that it was again not to scale. She provided the
following staff recommendation:
• Recommend approval of 24 -inch HISB pipeline across
0 1776 East Berry
0 3224 Yuma
President Moss opened the floor for discussion on this issue.
Director Hicks stated that she did not have a problem with the Yuma location; however,
there seemed to be so many lines going down Berry Street. She added that she understood this
had been discussed with various departments, but that she still had concerns about 1776 East
Berry. She pointed out that this was in the middle of a TIF and she was concerned about the
affect on developable land. She said she would move for approval of 3224 Yuma Street but
delay action on 1776 East Berry until she had an opportunity to meet further with staff.
There being no further discussion, President Moss opened the floor for a motion.
MOTION: Upon a motion made by Director Hicks and seconded by Director Moncrief, the
Board of Directors of the Fort Worth Local Development Corporation voted
unanimously eight (8) "ayes" and zero (0) "nays ", with Director-Bums absent, to
approve and adopt Resolution No. FWLDC- 2011 -08, with the omission of 1776
East Berry, until after further discussion with staff. The motion carried.
CITY OF FORT WORTH, TEXAS
FORT WORTH LOCAL DEVELOPMENT CORPORATION
CALLED — SPECIAL SESSION
TUESDAY, JUNE 7, 2011
Page 14
Requests for Future Agenda Items (Agenda Item 12)
President Moss opened the floor on requests for future agenda items. No requests were
made by Corporation Board members.
Adjourn
(Agenda Item 13)
With no further business before the Board, President Moss adjourned the called — special
session of the Fort Worth Local Development Corporation at 3:26 p.m. on Tuesday,
June 7, 2011.
These minutes approved by the Fort Worth Local Development Corporation on the
_2nd day of _August_, 2011.
APPROVED:
Frank Moss
President
ATTEST:
Carter Burdette, Secretary
Prepared and respectfully submitted by:
�onald P. Gonzales, TR C
Assistant City Secretary