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HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2021-04RESOLUTION NO. FWCCLGC-2021-04 CENTRAL CITY LOCAL GOVERNMENT CORPORATION RESOLUTION OF THE BOARD OF TRUSTEES Directing Staff to Prepare and Present for Board and City Council Consideration on or Before June 30, 2024 Documents to Allow for Issuance of Central City Local Government Corporation Revenue Bonds in an Aggregate Principal Amount not to Exceed $25,000,000 to Provide Funds for the Purchase of Two Parking Garages Associated With the Crescent Hotel and Mixed -Use Project in the Fort Worth Cultural District; Expressing Intent to Authorize Issuance and Sale of Revenue Bonds Before June 30, 2024; Authorizing Engagement of an Underwriter for Preparatory Work Associated with Such Issuance; and Ordaining Matters Related Thereto 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 ("Chapter 431 ") and Chapter 394 of the Texas Local Government Code ("Chapter 394") 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 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, Crescent Real Estate, LLC, directly or through one or more affiliates ("Developer") is developing a mixed -use complex in the Fort Worth cultural district featuring a minimum 200 room hotel with approximately 8,500 square feet of combined meeting space and an approximately 4,500 square foot full - service restaurant; approximately 169 units of multi -family apartments; an approximately 150,000 square foot office building; and two parking garages containing an aggregated minimum 800 spaces that will service the owners and tenants and that will offer paid public parking during designated hours (the "Project"); and WHEREAS, on March 23, 2021, the Board adopted a resolution authorizing execution of a purchase agreement with Developer for the purchase of the two parking garages for the lesser of the fair market value or Twenty -Five Million Dollars ($25,000,000.00) ("Purchase Price") and indicating bonds would be issued for such purpose, the same being Resolution No. FWCCLGC-2021-01 (the "Resolution"); and RESOLUTION NO. FWCCLGC-2021-04 Page 2 WHEREAS, the Resolution also authorized execution of an agreement with the City for lease of the garages with an option to purchase, with the rent thereunder to be set at a rate equal to the higher of fair market value or an amount equal to the full debt service for the purchase bonds and with a sublease to Developer subject to certain specified conditions; and WHEREAS, under the terms of the executed purchase agreement, the parking garages are required to be substantially complete on or before June 30, 2024; and WHEREAS, Developer has advised the City that the parking garages are presently anticipated to actually be substantially complete in the Summer of 2023; and WHEREAS, the balance of the Project is forecasted by Developer to be completed within four months of the garages' completion; and WHEREAS, both Chapter 431 and Chapter 394 authorize the Corporation to issue bonds to carry out its corporate purposes; and WHEREAS, the Board plans to issue revenue -based debt obligations ("revenue bonds") to pay the Purchase Price, with the City's rental payments under the lease to be pledged as security and payment for said revenue bonds; and WHEREAS, given the fact that the City's payments under the lease will be pledged as security for the revenue bonds, City Council approval of the revenue bonds will be necessary and advisable; and WHEREAS, financial projections and modeling indicate that the lease rental payments will support issuance of financially viable revenue bonds with an aggregate principal amount equal to the Purchase Price on a schedule that coordinates with the projected completion date and purchase of the parking garages; and WHEREAS, in light of the complexities involved in preparing and marketing bonds secured by and payable from the specified revenue source, the expertise of one or more bond underwriters is necessary; and WHEREAS, the Board of the Corporation desires to express its intent to authorize issuance of the revenue bonds at this time but cannot provide authorization more than one year in advance of the revenue bonds' anticipated issuance date and cannot authorize such issuance until the underwriters' work has been undertaken, reviewed by the Corporation's financial advisors, and completed; and WHEREAS, the Board hereby affirms its present intent to issue revenue bonds as described above and provide timely funding for purchase of the completed parking garages. RESOLUTION NO. FWCCLGC-2021-04 Page 3 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CENTRAL CITY LOCAL GOVERNMENT CORPORATION: 1. That staff is directed and authorized to proceed with engaging one or more knowledgeable professional debt underwriters to assist with and facilitate successful issuance, marketing, and sale of revenue bonds that will produce proceeds, net of underwriter fees and other costs of issuance, that will result in a timely total equal to the Purchase Price, with the costs of such underwriters' services to be paid for out of the debt proceeds as a cost of issuance. 2. That staff is directed to proceed with all due haste in preparing any and all documents necessary to issue, market, and sell the revenue bonds. 3. That staff is directed to prepare and to present for the Board and City Council's consideration one or more instruments to authorize issuance and sale of revenue bonds to produce the Purchase Price, on a schedule that coordinates with the completion and acquisition of the parking garages (presently anticipated to occur in the Summer of 2023), and under no circumstances any later than June 30, 2024. 4. That the Board hereby expresses its present intent to authorize issuance of the revenue bonds in connection with the acquisition of the parking garages described herein above, with the sale to be consummated at or near completion of the garages (presently anticipated to occur in the Summer of 2023), and under no circumstances any later than June 30, 2024, and with the proceeds therefrom to be made available to remit the Purchase Price to Developer. Adopted this 30th day of November, 2021. ATTEST: B--------- Jann to Goodall Corporate Secretary