HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2005-02RESOLUTION Resolution 2005- 02
Date: 11-15-05
Board of Directors
Central City Local Government Corporation
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 (the 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 Street, which area includes the property at 1150 Alston
Avenue and the development known as Magnolia Green; and
WHEREAS, the TIF wishes to 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 (the "Magnolia Green Garage"); and
WHEREAS, because the TIF does not have sufficient funds to fully fund construction of the
Magnolia Green Garage, the only manner in which construction of the Magnolia Green Garage
can proceed is through the issuance of debt in the form of bonds or notes; and
WHEREAS, boards of directors of tax increment reinvestment zones are prohibited under
Chapter 311 of the Texas Tax Code from issuing such debt, which power is reserved to the
municipality creating the reinvestment zone or to a local government corporation created by
such a municipality pursuant to Chapter 431 of the Texas Transportation Code; and
WHEREAS, the City Council of the City of Fort Worth (the "City") has created the Central City
Local Government Corporation (the "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; and
WHEREAS, the Corporation is willing to issue debt to finance the purchase of the real property
at 1150 Alston Avenue and construction of the Magnolia Green Garage; and
WHEREAS, JPMorgan Chase Bank, N.A. (the "Bank") has agreed to loan the Corporation a
principal sum of up to $4 million to the Corporation in order for the Corporation to finance the
purchase of 1150 Alston Avenue and the construction of the Magnolia Green Garage on that
property, which loan, plus interest, must be repaid in ten (10) equal annual installments; and
WHEREAS, the TIF is willing to contract with the Corporation for implementation of the TIF's
project plan with regard to the Magnolia Green Garage and, accordingly, to allow the use of tax
increment generated by property located within the TIF to fund the Corporation's annual
obligations to the Bank under various loan agreements between the Bank and the Corporation
(collectively, the "Loan Documents"); and
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WHEREAS, in order to satisfy the Corporation's annual obligations to the Bank under the Loan
Documents, the Corporation wishes to authorize the City annually to deposit with the Bank tax
increment generated from property located within the Southside TIF and received from taxing
units participating in the Southside TIF in an amount sufficient to satisfy the Corporation's
obligations to the Bank in that year, and to deposit all remaining tax increment into the
Southside TIF's tax increment fund; and
WHEREAS, the Corporation is willing to enter into any other Loan Documents required by the
Bank or other documents related to the Bank's loan or required for the closing on the real
property at 1150 Alston Avenue and that are necessary accomplish the transaction described
herein; and
WHEREAS, the Corporation wishes to use a portion of the Bank loan proceeds to purchase the
real property at 1150 Alston Avenue from Pennsylvania Avenue, L.P. for construction of the
Magnolia Green Parking Garage; and
WHEREAS, the Corporation wishes for Fort Worth South, Inc. to assign that certain
Construction Contract for Lump -Sum Construction Services with Sedalco, L.P. pursuant to
which Sedalco, L.P. has agreed to construct the Magnolia Green Parking Garage; and
WHEREAS, the Corporation wishes to engage Red Oak Realty, LLC to oversee Sedalco's
construction of the Magnolia Green Parking Garage; and
WHEREAS, once the Magnolia Green Parking Garage is completed, the Corporation wishes to
engage Red Oak Realty, LLC to operate and maintain the Magnolia Green Parking Garage on a
day-to-day basis; and
WHEREAS, the Corporation is willing to lease up to fifty percent (50%) of the parking spaces
in the Magnolia Green Parking Garage to Pennsylvania Avenue, L.P. at fair market value for
daytime use by tenants of the adjacent Magnolia Green development; and
WHEREAS, as part of that lease, the Corporation is willing to grant Pennsylvania Avenue, L.P.
a right of first refusal to purchase the Magnolia Green Parking Garage upon expiration of the
TIF at the then -fair market value established pursuant to an appraisal procedure;
NOW THEREFORE, BE IT RESOLVED BY THE CORPORATION:
Section 1. That the President or Vice President is hereby authorized to execute the following
documents with such non -material revisions as may be recommended by the Corporation's
legal counsel:-
(a) Contract of Sale between Pennsylvania Avenue L.P. and Central City Local Government
kin
Corporation for Purchase of Magnolia Green Barg Garage Real Property, 1150 Alston
Avenue (with Special Warranty Deed)
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(b) Loan A�g�rreement between Central City Local Government Corporation and JPMorgan Chase
Bank, 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 Douglas J. Kroiss,
Trustee, for the Benefit of JPMorgan Chase Bank, N.A.
(e) Collateral Assignment of Contracts and Proceeds Issued by Central City Local Government
Corporation to JPMorgan Chase Bank, N.A.
(f) Pled gge Agreement between Central City Local Government Corporation and JPMorgan Chase
B&n N.A.
(g) Environmental Indemnity Agreement between Central City Local Government Corporation and
JPMorgan Chase Bank, N.A.
(h) Notice of Final Agreement between Central City Local Government Corporation, Tax Increment
Reinvestment Zone Number Four, City of Fort Worth, Texas (Southside TIF) and JPMorgan
Chase Bank, N.A.
(i) Borrower's Certificate Issued by Central City Local Government Corporation to JPMorgan
Chase Bank, N.A.
(j) Corporate Certificate Issued by Central City Local Government Corporation and Adoption of
Related Resolutions Attached "Thereto
(k) Tri-Party. Fundingg Agreement between the City of Fort Worth, Central City Local Government
Corporation and fhe Southside TIF
(1) Assignment of Construction Contract for Lump -Sum Construction Services with Sedalco, L.P.
by Fort Worth South, Inc. to Central City Local Government Corporation for Construction of
Magnolia Green Parking Garage
(m) Development Management Agreement between Central CityLocal Government Corporation
and Red Oak Realty, LLC for Oversight of Construction of Mgnolia Green Parking Garage
(n) Property Management Agreement between Central City Local Government Corporation and
Red Oak Realty, LLC forDay-to-Day Management of Magnolia Green Parking 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
Parking Garage at Fair Market Value and Grant of Right of First Refusal to Purchase the
Magnolia Green Parking Garage and Real Property upon Expiration of the Southside TIF at the
Then -Fair Market Value
(p) Memorandum of Right of First Refusal Regarding Purchase of Magnolia Green Parking Garage
and Real Property
(q) Any Other Documents Required by the Bank Regarding the Loan or for Closing on Purchase of
Garage Property, 1150 Alston Avenue
Section 2. That this Resolution shall take effect immediately from and after its passage.
Approved and Adopted on November 15, 2005:
f "'V\ a
Marty Hendrix
Secretary
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