HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2022-09RESOLUTION NO. FWCCLGC-2022-09
CENTRAL CITY LOCAL GOVERNMENT CORPORATION
RESOLUTION
OF THE BOARD OF DIRECTORS
Authorizing Execution of Documents Relating to Magnolia Green Parking Garage
WHEREAS, the project plan for Tax Increment Reinvestment Zone Number Four, City of
Fort Worth, Texas ("Southside TIF" or "TIF") authorizes the TIF to use tax increment funds for,
among other things, the construction of a parking structure to support commercial, retail and
business uses in the vicinity of Magnolia Avenue, which area includes the property at 1150 Alston
Avenue and the development known as Magnolia Green;
WHEREAS, the TIF helped fund the construction of a parking garage located at 1150
Alston Avenue, which will contain approximately 320 parking spaces, to support the Magnolia
Green development ("Magnolia Green Garage");
WHEREAS, the City Council of the City of Fort Worth ("City") created the Central City
Local Government Corporation ("Corporation") to assist the City in the carrying out of its
governmental functions, including, specifically, the implementation of project plans for tax
increment reinvestment zones located in the Central City;
WHEREAS, the Corporation bought the land for the Magnolia Green Garage from
Pennsylvania Avenue, L.P. ("Seller") in a Contract of Sale, dated November 29, 2005 ("Contract
of Sale");
WHEREAS, the Contract of Sale included a Right of First Refusal clause requiring the
Corporation to offer the Magnolia Green Garage for sale to Seller upon termination of the TIF, at
the then -fair market value established pursuant to an appraisal procedure, and a separate provision
extending a Right of First Refusal to Seller for 50 years from the original closing date; and
WHEREAS, the Corporation and Seller desire to amend the Contract of Sale and Right of
First Refusal language contained therein to require Corporation to offer the Magnolia Green
Garage to Seller by March 31, 2023, and keeping the 50-year Right of First Refusal intact.
NOW THEREFORE, LET IT BE RESOLVED THAT:
1. The Corporation is hereby authorized to enter into an Amendment of the Contract of Sale
in which Section 5, Right of First Refusal is replaced in its entirety with the following:
645. Right of First Refusal.
a. Purchaser shall offer the Property for sale to Seller by March 31, 2023 ("March 2023
Offer") at the then current fair market value. Purchaser shall grant to Seller a right of
Resolution FWCCLGC-2022-09
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first refusal ("Right of First Refusal") in recordable form mutually acceptable to Seller
and Purchaser. The March 2023 Offer and Right of First Refusal shall be made in
accordance with the following terms.
b. Seller shall have fifteen (15) days following its receipt of the March 2023 Offer or any
other offer of sale that triggers the Right of First Refusal to notify Purchaser in writing
that Seller desires to purchase the Property. Within fifteen (15) days following
Purchaser's receipt of Seller's notice that it elects to purchase the Property, Seller and
Purchaser shall each select an independent third -party MAI appraiser to determine the
then fair market value of the Property, as then improved and as encumbered by leases,
liens and other encumbrances ("Fair Market Value"). The two MAI appraisers shall
give their opinion of the Fair Market Value within twenty (20) days after their retention.
In the event the opinions of the two MAI appraisers differ and, after good faith efforts
over the succeeding twenty (20) days following their receipt of the initial opinions, they
cannot mutually agree, the MAI appraisers shall immediately and jointly appoint a third
MAI appraiser. The third MAI appraiser shall promptly (within five (5) days) choose
either the determination of Seller's MAI appraiser or Purchaser's MAI appraiser and
such choice of the third MAI appraiser shall be final and binding on Seller and
Purchaser. Each party shall pay its own costs for its MAI appraiser and the parties shall
equally share the costs of a third MAI appraiser. Closing of Seller's repurchase of the
Property shall then occur at a mutually agreed upon time and location on or before sixty
(60) days following Seller's and Purchaser's receipt of the appraiser's determination of
the Fair Market Value of the Property on substantially the same terms and conditions
of conveyance as set forth in this Contract other than the amount of the Purchase Price,
which shall be the Fair Market Value.
c. Seller may assign its Right of First Refusal to any successor owner of any of the
buildings in the Magnolia Green development built by Seller. Seller may not make any
other assignment of its interests in the Right of First Refusal.
d. The Right of First Refusal shall be a covenant running with the Property for a period
expiring on the earlier of the exercise of the Right of First Refusal or fifty (50) years
after the Closing, it being understood that Seller's rights hereunder shall be a continuing
right for the duration of such covenant. The provisions of this Paragraph 5 shall survive
Closing."
2. The Corporation is hereby authorized to execute any other documents necessary to
effectuate the above Amendment to the Contract of Sale.
3. This Resolution shall take effect from the date of its adoption.
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Adopted this November 29, 2022.
By:
Leonard Firestone
President
Attest:
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Jannette Goodall
Corporate Secretary