HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2021-01RESOLUTION NO. FWHFC-2021-01
FORT WORTH HOUSING FINANCE CORPORATION
RESOLUTION APPROVING ACTIONS RELATED TO THE REFINANCE OF
PERMANENT FINANCING BY RESERVE AT QUEBEC, LLC RELATED TO
THE RESERVE AT QUEBEC APARTMENTS
WHEREAS, the City Council of the City of Fort Worth (the "City") created the
Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to the
Texas Housing Finance Corporation Act to facilitate the development of decent, safe
quality, affordable, and accessible housing for low and moderate income City residents
through lending and construction activities;
WHEREAS, on January 6, 2015 the Board of the Corporation approved certain
agreements with MV Residential Development, LLC ("MV"), an affiliate of the Miller -
Valentine Group, for the development of a 296-unit mixed income multifamily rental
project located at 6655 Calgary Lane, Fort Worth, Tarrant County, Texas known as
"Reserve at Quebec" (the "Project");
WHEREAS, MV formed Reserve at Quebec, LLC, a Texas limited liability
company (the "Company"), to construct, own and manage the project and to be the
borrower on the loans, and the Board of the Corporation approved the creation of
Reserve at Quebec GP, LLC ("GP LLC"), and authorized it to act as Managing Member
of the Company;
WHEREAS, in February 2016, Corporation and Company entered into a
ground lease pertaining to the lease of the tract of land on which the Project would be
developed ("Ground Lease");
WHEREAS, the Project was financed using multiple funding sources, including
the following loans to the Company: a 221(d)(4) loan from Dougherty Mortgage LLC, a
Delaware limited liability company, and insured by the United States Department of
Housing and Urban Development ("HUD") in the approximate principal amount of
$26,850,000.00 (the "HUD Loan") and HOME loans from the City of Fort Worth in the
amounts of $1,500,000.00 and $2,000,000.00;
WHEREAS, in July 2017, construction was complete and the Project opened to
the public and has been in operation since that time;
WHEREAS, in approximately May 2020, Bellwether Enterprise Real Estate
Capital, LLC, a Delaware limited liability Company, ("Lender") began discussions with
MV regarding the advantages to the Company of refinancing the HUD Loan, and it was
determined that if the HUD Loan were refinanced there would be significant cost
savings;
WHEREAS, Company desires to obtain a loan in the approximate principal
amount of Twenty -Five Million Ten Thousand and No/100 Dollars ($25,010,000.00)
RESOLUTION NO. FWHFC-2021-01
PAGE 2
from Lender, to be insured by HUD pursuant to Section 223(a)(7) of the National
Housing Act, as amended, to finance all of the costs of refinancing the existing
indebtedness on the Project ("Refinance Loan");
WHEREAS, HUD requires as part of the Refinance Loan that the Ground
Lease be amended to bring the terms into alignment with the current HUD -approved
language;
WHEREAS, the changes to the Ground Lease do not impact the material terms
such as term, payment, remedies, or the rights and obligations of each parry;
WHEREAS, the Board of the Corporation adopts the following Resolutions,
acting on its own behalf and on behalf of the GP, LLC as Managing Member of the
Company:
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION:
1. THAT the Board approves the Company's application for a 223(a)(7) loan from
Lender and insured by HUD in the approximate principal amount of
$25,010,000.00 for the Project, and approves the delivery and execution of all
loan documents required by Lender and/or HUD as the Corporation, acting by
and through the representatives authorized in Paragraph 2 and acting on behalf of
GP, LLC as Managing Member of the Company, may deem advisable, necessary
or required for the consummation of the Refinance Loan for the Project
("Refinance Loan Documents"), and that the Refinance Loan Documents in
each and every respect are approved and authorized.
2. THAT Fernando Costa, as the General Manager of Corporation, and Victor
Turner, as the Assistant General Manager of Corporation, be, and are each
hereby, authorized, empowered and directed to execute the Refinance Loan
Documents on behalf of the Corporation, as the sole member of GP, LLC as
Managing Member of Company, and to perform all acts and do all things which
they each may deem necessary or desirable to complete the transaction
contemplated herein with such assignments, certificates and other agreements,
instruments or documents as they, in their sole discretion, may deem advisable,
necessary or required.
3. THAT Fernando Costa, as General Manager of Corporation and Victor Turner,
as the Assistant General Manager of Corporation, be, and are each hereby,
authorized, empowered and directed to certify and attest any documents which
such officer/manager may deem necessary or appropriate to complete the
transaction contemplated herein on behalf of the Corporation, as the sole
member of GP, LLC as Managing Member of Company; but such certification
or attestation shall not be required for the validity of the particular document; and
RESOLUTION NO. FWHFC-2021-01
PAGE 3
4. THAT any and all transactions necessary for the completion of the Refinance
Loan by any of the managers, members, officers or representatives of Company,
with any person or entity, including but not limited to Lender, prior to the
adoption of the foregoing resolutions, including, but not limited to, the negotiation
and execution of the Refinance Loan Documents, including any amendment to
the existing Ground Lease in accordance with HUD requirements, be, and they
are hereby, ratified, confirmed and approved in all respects for all purposes; and
THAT the foregoing powers and authorizations shall continue in full force and
effect until written notice of revocation has been given to Lender and its receipt
obtained therefor.
8. THAT these Resolutions take effect from the date of their adoption.
AND IT IS SO RESOLVED.
Adopted January 26, 2021.
FORT WORTH HOUSING FINANCE CORPORATION
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Kelly Allen Gray, President