HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2021-02RESOLUTION NO. FWCCLGC-2021-02
CENTRAL CITY LOCAL GOVERNMENT CORPORATION
RESOLUTION
OF THE BOARD OF TRUSTEES
Authorizing the Execution of a Transferable Easement Agreement
for Parking Garage in an Amount tip to $6,500,000 from
Hoque Global, LLC or Affiliate and to Execute a Lease Agreement
with Right of First Refusal and Option to Purchase the Easement
with Hoque Global, LLC or Affiliate for Maintenance and
Management of the Parking Garage and Public Parking Spaces in
the Evans & Rosedale Development
WHEREAS, the Central City Local Government Corporation (the
"Corporation") was incorporated on May 3, 2005 under the provisions of Subchapter
D, Chapter 431 of the Texas Transportation Code and Chapter 394 of the Texas
Local Government Code and organized for the benefit of the City of Fort Worth (the
"City"), specifically for the purpose of aiding, assisting, and acting on behalf of the
City of Fort Worth in the exercise of its powers to accomplish any governmental
purpose of the City and in the promotion of the common good and general welfare
of the City; and
WHEREAS, the Terrell Heights neighborhood and the area in and around the
intersections of Evans Avenue and Rosedale Street played a vital role in Fort
Worth's African -American community and the city as a whole during the first half
of the twentieth century; and
WHEREAS, over time, commercial patterns changed, more affluent
individuals left the area in favor of new suburban developments, and the area began
to suffer a severe economic decline; and
WHEREAS, the City of Fort Worth ("City") has long sought to redevelop the
area in a way that is sensitive to its historic roots and that takes into account its
importance to the community; and
WHEREAS, as early as 1998 the City undertook efforts to revitalize the area
by applying for a $7.5 million Section 108 Loan Guarantee from the Department of
Housing and Urban Development (M&C C-16898), which was awarded and later
modified to support the development of a new public health/code compliance
facility and library in the area (M&C C-19859; CSC 32336); and
WHEREAS, other progress toward redevelopment includes the creation of a
new plaza and streetscape as called for in the area's October 2000 Vision Plan,
designation of the area as an urban village, and establishment of the Evans &
Rosedale Urban Village Master Plan; and
RESOLUTION NO. FWCCLGC-2021-02
Page 2
WHEREAS, in concert with the revitalization efforts over the years, the City,
the Fort Worth Housing Finance Corporation ("HFC"), and the Fort Worth Local
Development Corporation ("LDC") have collectively amassed a total of thirty-six
parcels of real property in the area ("Property"), undertaken environmental
assessment and remediation, and rezoned land in an effort to facilitate
redevelopment; and
WHEREAS, a few small-scale private development and redevelopment
projects have been successfully undertaken in the area, but larger redevelopment
projects have failed to come to fruition due to a variety of factors, including cyclical
economic downturns and lack of support from the neighborhood; and
WHEREAS, in December of 2018 the City, in concert with the HFC and
LDC, issued a Request for Expressions of Interest (RFEI) seeking a Master
Developer arrangement for the Property and the area in and near the historic Evans
& Rosedale Urban Village; and
WHEREAS, after a lengthy review and negotiation process that included
extensive stakeholder and community input but that was substantially prolonged due
to the negative impacts of the COVID-19 pandemic, the City, HFC, and LDC and
the board of directors of Fort Worth Tax Increment Reinvestment Zone No. 4
("TIF") all took action to move forward with Hoque Global Properties, LLC
("Hoque") as developer for an Evans and Rosedale Redevelopment and Affordable
Housing Project, consisting of a parking structure; commercial and retail space; a
cultural square, parks, and other public spaces; and housing consisting of
approximately 292 multifamily units, 20 townhomes, and 28 live -work units, with
at least 20% of the total number of housing units being affordable (collectively the
"Project"); and
WHEREAS, the Project will be completed in phases, with the first phase
consisting generally of the construction of (i) 292 multifamily units and 28
live/work units, (ii) 27,000 square feet of retail or office space, (iii) the Parking
Garage, and (iv) enhancements to include the cultural square, linear parks,
interactive square, and other public spaces (collectively, "Phase I") and the second
phase consisting of the construction of 20 townhomes ("Phase II"); and
WHEREAS, as part of the Project, the City allocated $4,245,533.42 from the
American Rescue Plan Act, Subtitle M (Coronavirus State and Local Fiscal
Recovery Funds) to pay fair market value for thirty-six parcels, consisting of thirty
Fort Worth Housing Finance Corporation ("FWHFC") properties ($3,595,977.13),
five (5) Fort Worth Local Development Corporation ("LDC") properties
($235,950.00), and one (1) City property ($112,500.00) (M&C 21-0810); and
WHEREAS, the City agreed to convey all of the Property to Hoque for the
Project in exchange for nominal monetary consideration of $1.00 per property plus
the granting of deeds of trust covering all property to ensure the property is used
for the development and continued operation of affordable housing for a period of
RESOLUTION NO. FWCCLGC-2021-02
Page 3
at least fifteen (15) years from the date of issuance of the certificate of occupancy;
and
WHEREAS, in further support of the Project, the City also authorized an
economic development program agreement with Hoque, with the aggregate value of
all grant payments capped at a gross amount of $9,000,000.00 and the amount of
grant payments to actually be awarded being made contingent on Hoque meeting
certain specifically identified investment, development, and employment criteria;
and
WHEREAS, the TIT agreed to provide funding to the Corporation through a
development agreement ("Development Agreement") in an amount up to
$6,500,000.00 to fund an easement for public parking spaces in Hoque's parking
garage ("Parking Garage"), which easement will be owned by the Corporation and
leased to Hoque to benefit the Project; and
WHEREAS, the TIF also agreed to provide funding to Hoque in an amount
not to exceed $500,000.00 for sidewalks and walkways, streetscape improvements,
street lights and landscaping within public rights -of -way and other publicly
accessible spaces, and enhancements to plaza and park spaces in and around Evans
Avenue Plaza, all of which are improvements that will benefit the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE CENTRAL CITY LOCAL GOVERNMENT
CORPORATION:
Section 1. That any authorized signatory for the Corporation is hereby authorized to
execute a purchase agreement for an easement with Hoque Global Properties, LLC
("Hoque") or an affiliate for the Parking Garage with the following terms:
(1) The term of the Easement shall be perpetual;
(2) The easement area shall be the entirety of the Parking Garage;
(3) The purchase price for the Easement shall be $6,500,000.00 ("Purchase
Price"), which shall be reimbursed to the CCLGC pursuant to the
Development Agreement between the CCLGC and the TIF;
(4) The CCLGC shall have the ability to lease out the entirety of the Easement
Area to Hoque or an affiliate or their assigns for the purpose of
management and maintenance of the Easement Area;
(5) Hoque may not sell, assign, transfer, or otherwise convey any of its rights
or obligations under the Purchase Agreement; provided, however, Hoque
may collaterally assign the Purchase Agreement to any mortgagee
providing construction financing for the Parking Garage. Such assignment
will require the execution of a consent to assignment between the CCLGC,
Developer, and Assignee;
(6) The Easement shall be transferable and assignable by CCLGC, subject to
the Right of First Refusal and Option to Purchase, as set forth below; and
RESOLUTION NO. FWCCLGC-2021-02
Page 4
(7) Closing on the Easement shall occur upon completion of Phase I of the
Project.
(8) Developer shall pay for the closing costs related to the conveyance of the
Easement.
Section 2. That any authorized signatory for the Corporation is hereby authorized
to execute a lease agreement ("Lease") with Hoque or an affiliate for the Parking
Garage with the following terms:
(1) The term of the Lease shall be a 20-year term ("Term") with four (4)
additional 20-year extensions exercisable by the mutual written agreement
of Hoque and CCLGC;
(2) The rent for the Lease will be equal to $1.00 per year for the use of the
Parking Spaces ("Lease Rate"), based on the identified gap in finances in
order for the Project to be completed and to secure public parking within
the Project;
(3) All maintenance and operation of the Parking Garage shall be performed
by Hoque;
(4) Hoque, as part of its operation of the Parking Garage, will make a minimum
of 200 parking spaces ("Public Spaces") available for public use from, at
a minimum, 5:00 p.m. to 11:00 p.m. on weekdays and all day on weekends
(with the understanding that Hoque may collect fees for such parking);
(5) The 20th and final year of the initial Term of the Lease Agreement shall
include a call option ("Option to Purchase") exercisable by Hoque to
purchase the Easement from CCLGC for an amount equal to the Purchase
Price. Any extension of the Lease Agreement beyond its initial Term shall
also include an option for Hoque, with the consent of CCLGC, to purchase
the Parking Spaces at their then -fair market value;
(6) Hoque shall be granted a right of first refusal ("Right of First Refusal") to
purchase the Easement at fair market value of CCLGC receives a bona fide
offer for the purchase of the Easement.
Adopted this 30th day of November, 2021.
ATTEST:
Janne Goodall
Corporate Secretary