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Home My WebLink About2005/11/15-Minutes-Central City Local Government Corporation (CCLGC)CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Present• Director Milce Moncrief Director Chucic Silcox Director Becky Haskin (arrived at 8:30 a.m.) Director Jungus Jordan Director Carter Burdette Director Kathleen Hicics Director Wendy Davis Absent: Director Salvador Espino Director ponavan Wheatfall Others in Attendance: Tanant County Commissioner Roy C. Brooks City staff: Dale Fisseler, Assistant City Manager Peter Valcy, Assistant City Attorney Marty Hendrix, City Secretary Other City Staff in Attendance: Charles Boswell, City Manager Tom Higgins, Economic and Community Development Director Jay Chapa, Assistant Director of Economic and Coimnunity Development Jim ICeyes, Finance Director Ardina Washington, Econoinic Developinent Manager Chris McGuire, Community Development Manager Call to Order (Agenda Item 1) With a quorum of the Board Members present, Director Moncrief called the meeting to order for the Board of Directors of the Fort Worth Central City Local Government Corporation CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 2 at 8:22 a.in. on Tuesday, November 15, 2005, in the Pre-Council Chamber of the Fort Worth Municipal Building, 1000 Throcicmorton, Fort Worth, Texas. Director Haskin was teinporarily absent. Election of President, Vice-President, Secretary and Assistant Secretary (Agenda Item 2) Director Moncrief recognized Tom Higgins, Director of Cominunity and Economic Development, who reviewed the election of the officers for the Corporation. Mr. Higgins emphasized the important of the officers that were elected to be available within the next several weelcs for the execution of certain docuinents. He pointed out that the City staff was recommending that City Secretary Marty Hendrix be elected as Secretary of the Corporation and Finance Director Jim ICeyes be elected as Treasurer. He advised that the Assistant Secretary position could be filled at a later time. Director Moncrief pointed out that the position of Treasurer had not been listed on the agenda. Assistant City Attorney Peter Valcy advised that the position of Treasurer was listed in the Corporation's By-Laws and an officer needed to be elected to that position. Mr. Higgins also advised that in the City Council meeting being held later today, there was a resolution increasing the size of this Corporation Board and adding Tarrant County Commissioner Roy C. Broolcs to the new position. Coininissioner Broolcs was recognized as in attendance at this meeting. Director Moncrief opened the floor for nominations to the position of President. Director Silcox nominated Director Jungus Jordan to position of President. There was discussion by the Directors on this position. Director Davis recommended that Director Hicics be noininated as the President of this Corporation Board due to the fact that she serves on the Southside TIF Board and that board and this Corporation Board do work together and need to parallel one another. MOTION: Upon a inotion inade by Director Silcox and seconded by Director Burdette, the Corporation Board voted six (6) "ayes" and zero (0) "nays", with Directors Espino, Haslcins and Wheatfall absent, to elect Director Kathleen Hicics as the President and Director Jungus Jordan as Vice-President of the Central City Local Government Corporation. The motion carried. CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 3 MOTION: Upon a motion made by Director Silcox and seconded by Director Hicics, the Corporation Board voted six (6) "ayes" and zero (0) "nays", with Directors Espino, Haslcins and Wheatfall absent, to elect Marty Hendrix as the Secretary and Jim Keys as the Treasurer of the Central City Local Government Corporation. The motion canied. Approve and Accept Amended Articles of Incorporation of the Corporation (Agenda Item 3) Assistant City Attorney Peter Valcey spolce before the Corporation Board on the amendment to the Articles of Incorporation to increase the size of the coiporation board for an additional member. MOTION: Upon a motion made by Director Davis and seconded by Director Burdette, the Corporation Board voted six (6) "ayes" and zero (0) "nays", with Directors Espino, Haskins and Wheatfall absent, to approve the amended Articles of Incorporation for the Fort Worth Central City Local Government Corporation. The motion can-ied. Approve and Accept the Amended Bylaws of the Corporation (Agenda Item 4) Assistant City Attorney Peter Vaky spoke before the Corporation Board on the amendinent to the Bylaws of the Corporation. MOTION: Upon a inotion made by Director Davis and seconded by Director Burdette, the Corporation Board voted six (6) "ayes" and zero (0) "nays", with Directors Espino, Haslcins and Wheatfall absent, to approve the amended Bylaws of the Fort Worth Central City Local Government Corporation. The motion canied. Authorize Execution of Documents Relating to lVlagnolia Green Parlcing Garage Project and Adopt Related Resolution (Agenda Item 5) Assistant City Attorney Peter Valcy spoke before the directors on the Magnolia Green Parlcing Garage project. The list of documents relating to the subject project was as follows: A. Contract of Sale between Pennsylvania Avenue, L.P. and Central City Local Government Corporation for Purchase of Magnolia Green Parking Garage Real CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 4 Authorize Execution of Documents Relating to Magnolia Green Parlcing Garage Project and Adopt Related Resolution (cont'd) Property, 1150 Alston Avenue (with Special Warranty Deed); (Agenda Item 5) B. Loan Agreement between Central City Local Government Corporation and JPMorgan Chase Banlc, N.A.; C. Promissory Note Issued by Central City Local Government Corporation to JPMorgan Chase Bank, N.A.; D. Deed of Trust Issued by Central City Local Government Corporation to JPMorgan Chase Banlc, N>A., to Douglas J. Kroiss, Trustee, for the Benefit of JPMorgan Chase Banlc, N.A.; E. Collateral Assigninent of Contracts and Proceeds Issued by Central City Local Government Corporation to JPMorgan Chase Bank, N.A.; F. Pledge Agreement between Central City Local Government Corporation and JPMorgan Chase Banlc, N.A.; G. Enviromnental Indemnity Agreement between Central City Local Government Corporation and JPMorgan Chase Banlc, N.A.; H. Notice of Final Agreement between Central City Local Government Corporation, Tax Increment Reinvestment Zone Number four, City of Fort Woi-th, Texas (Southside TIF) and JPMorgan Chase Banlc, N. A.; I. Boi-�ower's Certificate Issued by Central City Local Government Corporation to JPMorgan Chase Banlc, N.A. J. Corporate Certificate Issued by Central City Local Government Corporation to JPMorgan Chase Banlc, N.A. K. Tri-Party Funding Agreement between the City of Foi-t Worth, Central City Local Govermnent Corporation and the Southside TIF; CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 5 Authorize Execution of Documents Relating to Magnolia Green Parlcing Garage Project and Adopt Related Resolution (cont'd) (Agenda Item 5) L. Assignment of Construction contract for Lump-Sum Construction Services with Sedalco, L.P. by Fort Worth South, Inc., to Central City Local Government Corporation and Red Oalc Realty, LLC for Oversight of Construction of Magnolia Green Parking Garage; M. Development Management Agreement between Central City Local Government Corporation and Red Oalc Realty, LLC for Oveisight of Construction of Magnolia Green Parlcing Garage. N. Property Management Agreement between Central City Local Government Corporation and Red Oak Realty, LLC for Day-to-Day Management of Magnolia Green Parldng Garage. O. Lease Agreement between Central City Local Government Corporation and Pennsylvania Avenue, L.P., for the Lease of No More than 50% of the Parking Spaces in the Magnolia Green Parlcing Garage at Fair Market Value and Grant of Right of First Refusal to Purchase the Magnolia Green Parlcing Garage and Real Property upon Expiration of the Southside TIF at the Then-Fair Marlcet Value. P. Memorandum of Right of First Refusal Regarding Purchase of Magnolia Green parlcing Garage and Real Proper�ty. Q. Any Other pocuments Required by the Banlc Regarding the Loan or for Closing on Purchase of Garage Property, 1150 Alston Avenue. Mr. Valcy reviewed a inap showing the location of the subject property. He indicated that it was located at 1150 Austin Avenue. He spolce about the original Southside TIF (TIF) project plan and the garage as part of the plan. He explained that it would provide 320 parking spaces on three levels. The cost was $4 million. He added that with this facility, it would foster development of a high density inixed use urban village. He indicated that if only a surface lot was constructed, there would not be sufficient parking spaces for the residential uses. He pointed out that the Southside TIF cui�ently did not have sufficient funds to pay for all costs of the garage. (Director Becicy Haskin at�•ived at 8:30 a.m.) CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 6 Authorize Execution of Documents Relating to Magnolia Green Parlcing Garage Project and Adopt Related Resolution (cont'd) (Agenda Item 5) He explained that the Central City Local Government Corporation (LGC) could issue bonds or notes and the Corporation could serve as the tool to accomplish this project. He spoke about the overall structure. He showed a chart. He explained that the LGC will purchase the land and obtain a loan from JPMorgan Chase Bank in a principal sum of up to $4 million; which would be released in various draws as the garage was constiucted and which would be repaid with interest in ten (10) equal annual installments beginning in 2007. He indicated that the loan had an interest rate of 6.12%. He stated that the TIF would fund all LGC expenses. Council Member Jordan disclosed his relationship with Chase Banlc and explained that it would not create a problem with this project. There was further discussion on this project having priority over other Southside TIF projects and explanation of the construction project. Mr. Valcy explained that Fort Worth South, Inc., the TIF's administrator, had entered into a contract with Sedalco, L.P. for construction of the garage. The contract would be assigned to the LGC. Then the LGC would engage Red Oak Realty to manage and operate the garage on a day-to-day basis. Red Oalc Realty would also serve as the manager for the entire Magnolia Green developinent. Mr. Valcy pointed out that the TIF did not have staffing to monitor the activities at garage. He added that Pennsylvania Avenue, L.P., would have the right to lease up to 50% of the parlcing spaces in the garage for use by tenants of the development. Those parlcing spaces would be leased at fair marlcet value, and rent proceeds would be deposited into an operating account to offset any maintenance and operations costs incurred by the LGC. The remainder of the parking spaces would be available for use by the general public as a means to encourage patronage in the area. There was further discussion on this project and that it was different from other projects. Mr. Valcy explained the difference was in the public parking facility and the leasing of spaces. He added that this project will pay for itself. He also pointed out that this would enable the urban village vision, without a surface parlcing lot. President Hicics opened the floor for coininents. Director Burdette aslced about the cleveloper on this project. It was clarified that it was Pennsylvania Avenue LP and they had the right of first offer to purchase the parking garage and Red Oalc Realty is the manager. There was further discussion and explanation on that issue. CITY OF FORT WORTH, TEXAS FORT WORTH CENTRAL CITY LOCAL GOVERNMENT CORPORATION CALLED — SPECIAL SESSION MINUTES TUESDAY, NOVEMBER 15, 2005 Page 7 Authorize Execution of Documents Relating to Magnolia Green Parlcing Garage Project and Adopt Related Resolution (cont'd) (Agenda Item 5) MOTION: Upon a motion made by Director Davis and seconded by Director Burdette, the Coiporation Board voted seven (7) "ayes" and zero (0) "nays", with Directors Espino and Wheatfall absent, to approve the execution of the referenced documents. The motion cairied. EYecutive Session (Agenda Item 6) President Hicks passed over the Executive Session item and advised that it would not be necessary to adjourn into Executive Session. Adiourn (Agenda Item 7) With no further business before the Board, President Hicics adjourned the called — special session of the Fort Worth Central City Local Government Corporation at 8:39 a.m. on Tuesday, Noveinber 15, 2005. These ininutes approved by the Central City Local Government Corporation on the 8t�' day of September, 2011. APPROVED: �� GC1�-��c �� _ Kathleen Hicks, President ATTEST: � � /� �� !; " ;� i � . ,�/ � �i1 _ �L� � �i� Mary J. Kays • Secretafy .,/