HomeMy WebLinkAbout063340-A1 - General - Contract - Evans and Rosedale Texas, LLCCSC No. 63340-Al
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 63340,
CONTRACT OF SALE AND PURCHASE
THIS FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 63340 ("First
Amendment") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, a
home-rule Municipal Corporation of the State of Texas ("Seller"), acting by and through its duly
authorized City Manager or Assistant City Manager and EV ANS AND ROSEDALE TEXAS LLC, a
Wisconsin limited liability company ("Purchaser").
WHEREAS, on or about May 30, 2025, Seller and Purchaser entered into a Contract of Sale and
Purchase to facilitate the Evans & Rosedale Urban Village mixed-use development with affordable
housing ("Project"), including the conveyance of thirty-six (36) parcels (currently owned by the Seller,
the Foti Wo1th Housing Finance Corporation ("HFC"), and the Fort W01th Local Development
Corporation ("LDC")) more paiticularly described in the Contract, said contract being recorded with the
City Secretary's Office as City Secretary Contract No. 63340 ("Contract");
WHEREAS, the Contract provides that certain agreements will be entered into and the final
fonns of a Deed and Deed of Trust to Secure Performance will be negotiated and agreed upon by August
28, 2025 (the end of the Inspection Period, which has expired);
WHEREAS, Seller and Purchaser entered into two separate letter agreements (recorded as City
Secretary Contract Nos. 63340-E 1 and 63340-E2), each extending the execution date of the agreements
and the negotiation period for the real estate documents, with the most recent letter agreement extending
the deadline to October 31, 2025 (collectively, the "Letter Agreements");
WHEREAS, during the process of seeking approvals from other bodies and investors and
working towards finalizing the agreements and real estate documents, Seller and Purchaser determined
that the Purchaser and the Project could enjoy greater financial stability and the Seller, HFC, and LDC
could realize greater returns if the Project qualified for a I 00% tax exemption pursuant to Section 394.002
et seq. of the Texas Local Government Code ("HFC Tax Exemption") by the HFC holding fee title to
the Land on which the Project shall be located and serving as the managing member of the Purchaser, as
owner of all improvements developed thereon, would create better financial stability for;
WHEREAS, as part of the new structure, Seller and Purchaser have agreed to replace the
previously contemplated Economic Development Program Agreement with a new Master Agreement that
will incorporate certain construction and post-construction obligations of the Purchaser and outline the
revised deal structure;
WHEREAS, Seller and Purchaser desire to amend the Contract to replace references to the
Economic Development Program Agreement with the Master Agreement and extend the deadlines
associated with the obligations to execute the agreements and negotiate and agree to the final forms of the
real estate documents.
WHEREAS in consideration of the covenants and promises contained herein and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the Seller and Purchaser agree
to amend the Contract as follows:
First Amendment to CSC 63340, PSA with Evans and Rosedale Texas Page I ofS
I.
AMENDMENT
1. The Recitals to this First Amendment are incorporated into and made a part of the
Contract for all purposes.
2. References to the Economic Development Pt•ogram Agreement are hereby deleted and
replaced with "Master Agi•eement." References to the "Incentive Agreements" in the Contract now refet•
collectively to the Tax Increment Financing Development Agreement and the Master Agreement. In
recognition of the revisions to the structuring outlined herein, any such terms referenced in documents
that are yet to be finalized shall be subject to further modif cation and revision by Seller and Purchaser as
necessary to capture the arrangement of the parties.
3. Subsection (a)(1) of Section 7, Closing, of the Contract is revised, in whole, to ensure
that the Seller and Purchaser agree to the final forms of the Deed and Deed of Trust to Secure
Perfonnance prior to the date of Closing and reference the most recently approved Mayor and Council
Communication.
"Section 7. Closing•
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to
be delivered to Purchaser the following:
(i) A Special Warranty Deed, including exhibits to the same
("Deed"), fully executed and acknowledged by Seller,
conveying to Purchaser good and indefeasible fee simple
title to the Property subject only to the Permitted
Encumbrances, but containing a reservation of the
mineral r•ights, and subject to certain conditions, use
restrictions, and rights of first refusal and repurchase in
favor of Seller. No later than two weeks prior to the date
of Closing, Seller and Purchaser will have negotiated
and agreed upon the final form of the Deed to be
executed at Closing, and such Deed shall contain terms
in accordance with M&Cs 25-0421 and 25-1012, both of
which are on file with the City Secretary's Office of the
City of Fort Worth. The form attached hereto as Exhibit
"B" is Seller's initial draft of such document.
(ii) A Deed of Trust to Secure Performance or other agreed
form of security and enforcement ("Deed of TrusY'),
ensuring the continuing availability of low-income or
moderate-income housing on the Property. At least two
weeks prior to the date of Closing, Seller and Purchaser
will have negotiated and agreed upon the final form of
the Deed of Trust to be executed at Closing, and such
Deed of Trust shall contain terms in accordance with
M&Cs 25-0421 and 25-1012, both of which are on iile
with the City Secretary's Offlce of the City of Fort
Worth. The form attached hereto as Exhibit "C" is
First Amendment to CSC 63340, PSA with Evans and Rosedale Texas Page 2 of 5
Sellet�'s initial draft of such document. Notwithstanding
the foregoing, if the parties mutually agree that a Deed
of Trust is not necessary to provide the foregoing
assurances, then it shall not be required to be delivered
and entered into at Closing.
(iii) A Non-Foreign Person Affidavit, in form and substance
reasonably satisfactory to Purchaser, fully executed and
acknowledged by Seller, confirming that Seller is not a
foreign person or entity within the meaning of Section
1445 of the Internal Revenue Code of 1986, as amended.
(iv) Evidence of authority to consummate the sale of the
Property as is contemplated in this Contract or as Title
Company may reasonably request.
(v) Any other instrument or document necessary for Title
Company to issue the Owner Policy in accordance with
Section 7(a)(3) below.
(vi) Evidence that the Property fully complies with
applicable law and that a No Further Action letter or
similar release has been obtained from the TCEQ
(defined below) confirming that required remediation
activities have been completed in connection with any
portion of the Property that is under a voluntary cleanup
program or similar program with the Texas Commission
on Envit•onmental Quality (the "TCEQ"), provided that
Purchaser shall bear up to $25,000.00 in costs associated
with obtaining such release and provided that if a No
Further Action or similar release cannot be obtained,
Purchaser may waive this requirement or terminate this
Contract as its sole and exclusive remedy."
4. Subsection (c) of Section 14, Termination, Default, and Remedies, of the Contract is
revised, in whole, to extend the deadline for the Purchaser and Seller to execute the Incentive
Agreements, as redefined herein, and amended to read as follows:
"Section 14. Termination, Default, and Remedies.
(c) If the parties hereto fail to enter into the Incentive Agreements by
December 31, 2025, either party shall have the right to terminate this Contract
upon written notice to the other party whereupon neither party hereto shall have
any further rights or obligations hereunder. Seller and Purchaser may agree
mutually and in writing to extend this deadline provided that such extension
cannot exceed a date that is two weeks prior to the date of Closing."
5. Section 28, City Council Approval, is revised to add the most recently adopted Mayor
and Council Communication on October 28, 2025 and amended to read as follows:
"Section 28. Citv Council Approval. Notwithstanding anything herein to the
contraiy, Purchaser hereby acknowledges and agrees that the Seller's execution of this
Contract, its representations and warranties under this Contract, and Seller's willingness
First Amendment to CSC 63340, PSA with Evans and Rosedale Texas Page 3 of 5
and agreement to sell the Property and to consummate the transactions contemplated
under this Contract are expressly subject to and contingent upon the approval of the Fort
Worth City Council in a public meeting ("City Council Approval"), which occurred on
May 13, 2025 through M&C 25-0421 and October 28, 2025 through M&C 25-1012."
6. HFC Tax Exemption. Seller will ensure that the HFC negotiates with Purchaser on the
terms governing the relationship between the parties for purposes of obtaining the HFC Tax Exemption,
which such terms shall be set forth in a memorandutn of understanding or similar instrument ("MOU") to
be entered into between the HFC and Purchaser at least 90 days before the Closing Date. The documents
governing the transaction for the acquisition and funding of the development and construction of the
Project entered into at Closing shall supersede such MOU.
II.
MISCELLANEOUS
1. All terms of this First Amendment that are capitalized but not defined have the meanings
assigned to them in the Contract.
2. All terms and conditions of the Contract that are not expressly amended pursuant to this
First Amendment remain in full force and effect.
[remainder of page intentionally left blank]
First Amendment to CSC 63340, PSA with Evans and Rosedale Texas Page 4 of 5
This First Amendment is EXECUTED as of the date affixed to the last to sign of Seller and Purchaser.
PURCHASER:
EV ANS AND ROSEDALE TEXAS LLC
BY : Kevin Newell (Nov 3 2025 !3:46:0G CST}
Name: Kevin Newell
Title: Member Date: 11/03/2025
SELLER:
CITY OF FORT WORTH
By:�
Name: Jesica McEachern
Title: Assistant City Manager
Date: 11/03/2025
M&Cs: 25-0421 (May 13, 2025); 25-1012 (October 28, 2025)
APPROVED AS TO LEGALITY AND FORM
Assistant City Attorney
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
7hillip Miiltael S»latt
Name of Employee
Title : Economic Development Coordinator
Signature: r-A �
Email: jannette.goodall@fortworthtexas.gov
Page 5 of5
45287847v.2 169905/0000 I
CERTIFICATE OF INTERESTED PARTIES
FORM ZZ9rJ
1of1
Compiete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE C�NLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATIOiV OF FILING
1 Name of business entity filing farm, and the city, state and country of the business entity's place Certificate Number:
of business. 2a2s-Zzsa7az
Royal Capital Group, LLC
Milwaukee, WI United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is fl4�17J2025
being filed.
City of FOft Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the senrices, goods, or other property to be provided under the contract.
EVANS&ROSEDALE EDPA
Mixed-use real estate developrnent
4 Nature of interest
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
Royal Capital Group, LLC Milwaukee, WI United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is �{'i�.Y1 /��� , and my date of birth is � � ���{ ��] ,
n /} e
My address is _ � �. � � i � ��rt� /�tPP�Ll12 . �iv� i� , aloU , �;( �.,�„ ic�e . �� 53 a-D � , (i� .
(street) (city) (state) (zip code) (country)
I declare under penalty of peryury that the foregoing is true and correct.
IJ� � � n
Executed in � l w�U�2� Counry, State of _ w� SLons �'h , on the � 1 day of _/�* Qn l , 20'�-S .
�
{month) (yearj
Signature of authoriz d agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethicsstate.Uc.us Version V4.1.0_e02d6��1
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE:10/28/2025 REFERENCE
NO.:
M&C 25-
1012 LOG NAME:
17EVANS & ROSEDALE
REDEVELOPMENT
AMENDED TERMS
CODE:G TYPE:NON-
CONSENT
PUBLIC
HEARING:NO
SUBJECT: (CD 8) Authorize Execution of the Following Items to Further the Evans and Rosedale
Urban Village Development Project (i) Loan Documentation Relating to a Forgivable Loan
for Up to $2,500,000.00 in Federal Funds Received by the City from the U.S. Department
of Housing and Urban Development and (ii) Agreement for Evans and Rosedale Texas,
LLC, or Another Affiliate of Royal Capital, LLC, to Make Payments to the City in Lieu of
Property Taxes and Authorize Related Revisions to the Terms Outlined in M&C 25-0421
to Reflect the Updated Deal Structure
RECOMMENDATION:
It is recommended that the City Council:
1.Authorize execution of loan documentation relating to a forgivable loan for up to $2,500,000.00
in federal funds received by the City from the U.S. Department of Housing and Urban
Development;
2.Authorize execution of agreement for Evans and Rosedale Texas, LLC, or another Affiliate of
Royal Capital, LLC, to make payments to the City in lieu of property taxes: and
3.Authorize identified revisions to the terms of M&C 25-0421 to reflect the updated deal structure.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with
revising the deal structure supporting the mixed-use development in the historic Evans and Rosedale
Urban Village.
On May 13, 2025, through M&C 25-0421, the City of Fort Worth (City) approved terms to acquire 35
lots from the Fort Worth Housing Finance Corporation and the Fort Worth Local Development
Corporation, sell 36 lots to Royal Capital, LLC and/or related affiliates, and enter into an Economic
Development Program Agreement with Royal Capital, LLC and/or related affiliates (Developer) for the
purpose of developing a mixed-use urban development in the Evans and Rosedale Urban Village
(Project Site). The development will include commercial, retail, and residential units as well as
parking and enhancements to public spaces (Development) in return for economic development
incentives.
During the process of gaining approval from other bodies and investors and working towards all the
final agreements, it was determined that a new financing structure under which the Development
could benefit from a tax exemption would create better financial stability for the Developer and
Development as well as provide additional return to the City, Fort Worth Housing Finance Corporation
(HFC), and Fort Worth Local Development Corporation (LDC).
In order to facilitate the new financing structure, the Developer is requesting, and staff recommends,
to amend certain terms, as outlined below, including the HFC owning the land and participating in the
entity owning the improvements. The Development and the terms in M&C 25-0421 will remain the
same, unless otherwise noted herein. The revised terms will have no effect on the original project
timelines or general requirements under the Purchase and Sales Agreements which obligate
Page 1 of 4M&C Review
11/6/2025http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33874&councildate=10/28/2025
Developer to finalize the purchase of the real property on or before June 1, 2026 (with one, 60-day
extension).
However, with the HFC owning the land, the Deed of Trust to Secure Performance referenced in
M&C 25-041 that was intended to ensure the development is successfully constructed on agreed
timelines and in accordance with key terms may be replaced with another mechanism to secure the
same performance, and conforming amendments to the Purchase and Sale Agreement may be
required to reflect use of alternate enforcement measures. Any extension to the timeline would
require action by City Council. Should any conflict exist between this M&C and M&C 25-0421, then
this M&C shall have priority.
Proposed Updates to Terms:
1. The Chapter 380 Grants and Economic Development Program Agreement (EDPA) will be replaced
with:
An HFC partnership structure and ground lease structure intended to result in an exemption from
ad valorem taxes for the Project and associated real property;
A Payment in Lieu of Property Taxes (PILOT) Agreement; and
Loan documentation for up to $2,500,000.00 from Pathways to Reducing Obstacles to Housing (PRO
Housing) Grant. Any loan from the City or HFC, made to the Developer, will be forgivable as long as
certain conditions are met.
If authorized by the HFC Board, the HFC will work with the Developer to admit the HFC into a single
purpose entity (SPE) created to own the improvements being constructed at Evans Avenue and
Rosedale Street (Improvements). The HFC will serve as the managing member of the SPE to allow
for a property tax exemption for the Improvements. If authorized, the HFC will also act as a general
contractor to enable a sales tax exemption for construction materials.
In exchange for the property tax exemption, which is valued at $6,038,333.00, the Developer will
enter into a PILOT Agreement to pay to the City $150,000.00 per year plus 2\% annual growth (an
estimated 101\% of City Taxes) for 15-years, for a total of $2,594,013.00. Payments to the City under
the PILOT Agreement are anticipated to begin on September 1, 2027.
In addition, any cash flow to the SPE will be split as follows: 75\% will go to the Developer and 25\%
will go to the HFC and LDC. Of that 25\%, the HFC will receive 80\% and the LDC will receive 20\%.
As a part of this agreement, the proposed distribution of cash flow from the Development (Waterfall
Structure) would be as follows:
1.Debt Service Repayment
2.Payments to the City under the PILOT agreement
3.Investor Member for Annual Asset Management Fee
4.Repayment of Developer Basis Contributions
1.100\% to Developer
5.Company Management Fee to Developer of $15,000.00 increasing 3\% annually
6.90\% to SPE; 10\% to Investor
1.Developer: 75\% of Cash Flow
2.HFC/LDC: 25\% of Cash Flow - (80\% to HFC, 20\% LDC)
Due to the elimination of the EDPA, the City PRO Housing Grant will be detailed through loan
documentation that will include a loan agreement, promissory note, and deed of trust to secure
performance (collectively referred to as "Loan Documentation"). The Loan Documentation will detail
Page 2 of 4M&C Review
11/6/2025http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33874&councildate=10/28/2025
that the loan funds will not have to be repaid as long as certain conditions are met including but not
limited to timely payment of the City under the PILOT Agreement and timely completion of the
Development in accordance with both this M&C and M&C 25-0421 and related documentation
executed by City, HFC, LDC, and Developer, or affiliates, required to achieve the terms of both
M&Cs.
2. Developer will cover all outside legal costs associated with admitting the HFC into the SPE and
preparing necessary agreements, including details for how the SPE will be managed. Legal fees to
be paid by the Developer to the HFC's outside counsel are expected to be $150,000.00 to be paid at
closing.
3. Developer, after acquiring and purchasing 36 lots (collectively referred to as "City Lots") for $1.00
per lot, will convey all lots back to the HFC. Developer and the HFC will then enter into a long-term
ground lease (pending approval by the HFC Board).
4. City may, at its sole discretion, extend any Project deadlines by no more than twelve (12) months
without further action of the City Council and through administrative action of the City Manager in
writing through an agreement with Developer, or affiliate.
5. Developer must invest at least $63,000,000.00 in total development costs, exclusive of land
acquisition costs, in the Project Site no later than twenty-four (24) months from the Agreement
execution date (Completion Deadline) with construction commencing on any part of the Project no
later than fourteen (14) months from the Agreement execution date. Of that, a minimum of
$45,000,000.00 shall be Hard Construction Costs.
6. Removal of all Business Equity Firm (BEF) commitments
7. Use of Small Business (SB): Developer voluntarily commits to expend or cause to be expended at
least 30\% of all construction costs (including both hard and soft costs) for the Project with SBs as
defined in Chapter 21 of City of Fort Worth Code. If the Developer does not meet the 30\%
SB construction requirement, the Developer agrees that the total direct financial support also known
as the total grant amount, $9,500,000.00, for the project shall be reduced by 10\%. This reduction will
be deducted from the PRO Housing Grant or HFC assurance funds.
The Developer will, in a best faith effort, seek to hire from the Historic Southside Neighborhood and
the 76104 zip code.
SB Utilization Plan: A plan to utilize SB firms (within 12 weeks of City Council approval).
Financial Impact Updates:
Total Anticipated Direct Financial Support by City and TIF 4
Combined, the PRO Housing Grant of $2,500,000.00, and TIF 4 Development Agreement funds of
$7,000,000.00, which will be reimbursements in two phases, will provide Developer with
$9,500,000.00 in direct monetary support for the Project.
Total Anticipated Direct and Indirect Financial Support by All Entities
Including the fair market value of the City Lots of $4,245,553.00, the estimated value of the property
tax exemption of $6,038,333.00, the total direct and indirect financial support for the Project is
$19,783,866.00.
Total Anticipated Revenue to the City, HFC, and LDC
Combined, the PILOT to the City ($150,000.00 annually with a 2\% annual growth rate for a total of
$2,594,013.00) and estimated revenue to the HFC and LDC of $138,574.00 will provide a total of
$2,732,587.00 to the entities providing investment in this Development.
This Project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2026 Budget. While no current year impact is anticipated from this action, any effect on
Page 3 of 4M&C Review
11/6/2025http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33874&councildate=10/28/2025
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
FROM
Submitted for City Manager's Office by:Jesica McEachern (5804)
Originating Department Head:Jessica Rogers (2663)
Additional Information Contact:Martha Collins (2610)
ATTACHMENTS
250513_M&C 25-042_EVRORoyalApproval.pdf (Public)
251028_Evans and Rosedale Terms Amend FID TABLE.xlsx (CFW Internal)
Form 1295 - Evans&Rosedale_Royal Capital (signed).pdf (CFW Internal)
Page 4 of 4M&C Review
11/6/2025http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33874&councildate=10/28/2025
City Secretary’s Office
Contract Routing & Transmittal Slip
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Contractor’s Name:
Subject of the Agreement:
M&C Approved by the Council? *Yes No
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes No
If so, provide the original contract number and the amendment number.
Is the Contract “Permanent”? *Yes No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential?*Yes No If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required?* Yes No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number:If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes No
Contracts need to be routed for CSO processing in the following order:
(Approver)
Jannette S. Goodall (Signer)
Allison Tidwell (Form Filler)