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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2021-02RESOLUTION NO. FWHFC-2021-02 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTION APPROVING ACTIONS RELATED TO THE REFINANCE OF EXISTING DEBT BY ENCLAVE PARK, LP RELATED TO THE THREE77 PARK 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 September 27, 2016, the Board of the Corporation approved certain agreements with RES IHS, LLC doing business as Integrated Housing Solutions, (formerly doing business as Integrated Housing Solutions, LLC) ("Integrated"), a Texas limited liability company, for the development of a 306-unit mixed income multifamily rental project, with over half of its units dedicated as "workforce housing" for households at or below 80% of area median income, with the project located at 5601 Golden Triangle Blvd, Fort Worth, Tarrant County, Texas and formerly referred to as Enclave at the Park and now known and operated as Three77 Park apartments (the "Project"); WHEREAS, Integrated formed Enclave Park, LP, a Texas limited partnership (the "Partnership"), consisting of Integrated Park Class A SLP LLC, a Texas limited liability company, acting as the Class A Special Limited Partner of the Partnership ("Original SLP"), and IREG Enclave Park Investors, LLC, a Texas limited liability company, acting as the Limited Partner of the Partnership ("LP"), to construct, own and manage the Project and to be the borrower on the loans, and, on September 27, 2016, the Board of the Corporation approved the creation of Enclave Park GP, LLC ("GP LLC"), and authorized that entity to act as General Partner of the Partnership; WHEREAS, on September 27, 2016, the Board of the Corporation approved the acquisition of the tract of land on which the Project would be developed and authorized the Corporation to enter into a long-term ground lease with the Partnership ("Ground Lease"); WHEREAS, on August 1, 2017, Corporation and Integrated entered into a limited partnership agreement that made clear the rights, duties, and remedies of each entity in the Partnership ("Partnership Agreement"); WHEREAS, in March 2018, Corporation acquired the tract of land needed for the Project and entered into a Ground Lease with a 99-year term with the Partnership; WHEREAS, the Project was financed using a short-term loan in the amount of $37,112,956 issued by RES IHS, LLC to the Partnership ("Interim Loan"); RESOLUTION NO. FWHFC-2021-02 PAGE 2 WHEREAS, in June 2018, the Interim Loan was assigned to BBVA Compass bank, an Alabama banking company, through which BBVA Compass bank agreed to make available a total principal loan amount of $33,739,051 to the Partnership ("Mortgage Loan"), which is secured by a deed of trust; WHEREAS, in June 2018, financing for the Project closed in the form of the Mortgage Loan described above, and the Partnership began construction on the Project; WHEREAS, the Project opened to the public in October 2019 and has been in operation since that time; WHEREAS, the Mortgage Loan is a short-term, interest only, adjustable rate loan that matures on September 21, 2021; WHEREAS, if the Mortgage Loan is not refinanced prior to maturity, the Partnership will owe a balloon payment of the full amount of outstanding principal; WHEREAS, to allow for the continuation of the Project and to avoid the balloon payment on the Mortgage Loan, the Partnership began discussions with Greystone Servicing Company, LLC a Delaware limited liability Company, ("Lender") regarding refinancing the Mortgage Loan; WHEREAS, the Partnership desires to obtain a loan in the approximate principal amount of Forty -Five Million and No/100 Dollars ($45,000,000.00) from Lender, to finance all of the costs of refinancing the existing indebtedness on the Project ("Refinance Loan"); WHEREAS, the Refinance Loan is expected to have a 10-year term that is interest -only for the first 5 years of the term; WHEREAS, the Refinance Loan is made by Lender through Freddie Mac, and as part of Freddie Mac's requirements for the Refinance Loan, the Partnership must include a Single Purpose Entity ("SPE") that is incorporated under Delaware laws and the Partnership Agreement must include specific covenants pertaining to the SPE; WHEREAS, the SPE must typically be the general partner, but Freddie Mac can grant a waiver to allow another entity in the partnership to fulfill the SPE requirement if certain criteria are met; WHEREAS, the Partnership requested a waiver so that the GP, LLC would not be required to fulfill the SPE requirement, and that request was granted to allow a substitution of the Original SLP with a to -be -formed special limited partner to fulfill the requirement with the caveat that the Original SLP will not assign and will retain certain guarantee obligations it made to the GP, LLC and the Partnership; RESOLUTION NO. FWHFC-2021-02 PAGE 3 WHEREAS, the Original SLP will serve as the sole member of the to -be -created special limited partner that will be admitted to the Partnership for the purpose of fulfilling the SPE requirement (the "SPE SLP"), and the Partnership will then consist of the GP, LLC; the SPE SLP; and LP; WHEREAS, to allow for the admission of the SPE SLP entity into the Partnership to fulfill the SPE requirement and to incorporate the provisions required by Freddie Mac, the Partnership Agreement must be amended for that purpose; WHEREAS, Freddie Mac requires that provisions of the Ground Lease be amended to further ensure the Corporation can enforce affordability requirements for the Project, and Lender requires that it be added as a Permitted Leasehold Mortgagee under the Ground Lease at the time of closing; WHEREAS, the Partnership will be required to take certain administrative actions and execute documents necessary to effectuate the Refinance Loan, and general authority to perform these actions is necessary to carry out the purpose of this resolution; WHEREAS, the Board of the Corporation adopts the following Resolutions, acting on its own behalf and on behalf of the GP, LLC as General Partner of the Partnership: NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: 1. THAT the Board approves the Partnership's application for a loan from Lender in the approximate principal amount of $45,000,000.00 for the Project, and approves the delivery and execution of all loan documents, any amendment to the existing Partnership Agreement or Ground Lease in accordance with Lender or Freddie Mac requirements, and any administrative amendments to Partnership or Corporation documents and other certificates, consents, and similar instruments that do not otherwise change the rights or duties of the parties and that are required by Lender and/or Freddie Mac, as the Corporation, acting by and through the representatives authorized in Paragraph 2 and acting on behalf of GP, LLC as General Partner of the Partnership, 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 General Partner of the Partnership, 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. RESOLUTION NO. FWHFC-2021-02 PAGE 4 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 General Partner of the Partnership; but such certification or attestation shall not be required for the validity of the particular document; and 4. THAT any and all transactions necessary for the completion of the Refinance Loan by any of the managers, members, officers, or representatives of the Partnership, 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, 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 April 6, 2021. FORT WORTH HOUSING FINANCE CORPORATION N'rlly j,lli,r i, � �j l i (, i'i)i' I l i �0� By. Kelly Allen Gray, President