HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2021-13RESOLUTION NO. FWHFC-2021-13
FORT WORTH HOUSING FINANCE CORPORATION
A RESOLUTION
APPROVING A SUBORDINATE LOAN TO OPG CLIFTON RIVERSIDE PARTNERS,
LLC FOR THE DEVELOPMENT OF THE CLIFTON RIVERSIDE APARTMENTS, AN
AFFORDABLE HOUSING DEVELOPMENT TO BE LOCATED AT 2406 AND 2412 EAST
BELKNAP
WHEREAS, the City Council of the City of Fort Worth ("City") has adopted development
and revitalization of the City's neighborhoods and affordable housing stock as a strategic goal, and
City residents and the City Council have determined that quality accessible affordable housing is
needed for moderate, low and very low-income residents;
WHEREAS, the City Council created the Fort Worth Housing Finance Corporation (the
"Corporation") in 1979 pursuant to the Texas Housing Finance Corporations Act, Chapter 394 of
the Texas Local Government Code, to facilitate neighborhood revitalization and housing initiatives
in the City, including but not limited to issuing tax exempt bonds, developing, rehabilitating and
promoting housing, and assisting low to moderate income City residents in acquiring quality,
accessible, affordable housing through lending and construction activities;
WHEREAS, Overland Communities Group, LLC, and Across, LLC have formed OPG CR
Managers, LLC, a managing member of OPG Clifton Riverside Partners, LLC, ("Developer") and
propose to construct the Clifton Riverside Apartments, a 94-unit affordable housing project to be
located at 2406 and 2412 East Belknap within the City of Fort Worth and within NEZ Area 4 and the
Six Points Urban Village ("Project");
WHEREAS, the 94 apartments will be rented to household with a mix of incomes levels
consistent with the City of Fort Worth Tax Credit Policy, including 15 market rate units;
WHEREAS, the Project will contain amenities such as structured parking, a business center,
fitness center, community room with kitchen, kids' playroom, and 3 courtyards with sitting area;
WHEREAS, the Project was awarded 9% tax credits by the Texas Department of Housing
and Community Affairs in July 2021;
WHEREAS, the total development cost expected for this development is $21,800,000.00,
and despite the award of tax credits, there remains a financial gap of approximately $2,000,000.00;
WHEREAS, Developer has requested a $1,000,000.00 subordinate loan with a twenty-year
term, 1 % interest during construction and 1 % interest after permanent financing with interest -only
payments the first five years and balloon payment after year 20 for any unpaid principle and interest;
WHEREAS, Developer will agree to additional loan conditions such as paying all closing
costs, provision of a lender's title policy, acceptable Phase I ESA or environmental mediation;
approval of zoning, approval of site plan, approval of final construction plans, acceptable survey,
acceptable appraisal, P&P Bond or Letter of Credit, receipt of all required governmental approvals,
approval of current financial statements, approval of final project budget, and a borrower's counsel
opinion in the form and content satisfactory to the FWHFC;
WHEREAS, Corporation staff have reviewed the development proforma and have conducted
underwriting on the development financials using HUD underwriting criteria as a guide, and find that
the project does meet the criteria for affordable housing, including project operations, sources and
uses, ownership structure, developer financial strength; and
WHEREAS, the Board desires to approve and authorize execution of a loan agreement and
all necessary related document with Developer for a subordinate loan of $1,000,000.00, subject to
availability of funds and successful negotiation of an acceptable interest rate, to develop the Clifton
Riverside Apartments, a new, affordable, multifamily rental housing development.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
FORT WORTH HOUSING FINANCE CORPORATION:
1. THAT the Board authorizes the execution and delivery of a loan agreement (the "Loan
Agreement") and all other necessary loan documents ("Loan Documents") on the terms
listed in Attachment A by and between the Corporation and OPG Clifton Riverside Partners,
LLC for a subordinate loan in the amount of $1,000,000.00, subject to availability of funds,
to construct the Clifton Riverside Apartments, a new 94-unit multifamily rental housing
development located at 2406 and 2412 East Belknap, Fort Worth TX 76111 (the "Loan") on
the terms set forth on Attachment A.
2. THAT Fernando Costa, General Manager of the Corporation, or Victor Turner, Assistant
General Manager of the Corporation, or their duly appointed successors, are each authorized
to execute and deliver the Loan Agreement and Loan Documents for and on behalf of the
Corporation along with any related documents or agreements necessary to implement the Loan
Agreement or the Loan, and each is authorized to extend, modify and amend the Loan
Agreement, Loan Documents, the terms of the Loan, or the terms of any related documents or
agreements, provided any such extensions, modifications and amendments are within the
scope of the project, and in conformance with the goals and purposes of the Corporation, as
may be amended from time to time.
3. THAT this Resolution takes effect from the date of its adoption.
AND IT IS SO RESOLVED.
Adopted October 19, 2021
FORT WORTH HOUSING FINANCE CORPORATION
B Carlos E. Flores
Y�77Carlos Flores, President
ATTACHMENT A
Loan Terms
Lender: Fort Worth Housing Finance Corporation
Borrower: OPG Clifton Riverside Partners, LLC
Project: Clifton Riverside Apartments
Location: 2406 and 2412 East Belknap, Fort Worth, TX 76111
Loan Amount: $1,000,000.00
Origination Fee: .75% paid at closing ($8,250)
Interest Rate: Rate at or above the interest rate of the first lien mortgage
Amortization: 20 years
Loan Term: Begins on date loan documents are executed.
Performance: 79 units of the 94 total units must remain affordable to households at 60% or
lower of Area Median Income for the entire term of the loan once
construction is complete (estimated 12 months from finance closing for
construction)
Lien Priority: This loan will be subordinate to construction and permanent financing
(mortgage), but superior to any other financing
Payments: Years 1-5: Annual $10,000 Interest Only payments
Years 6-10: Annual $10,000 Interest plus $5,000 Principle payments
Years 11-15: Annual $10,000 Interest plus $10,000 Principle payments
Years 16-20: Annual $10,000 Interest plus $40,000 Principle payments
Year 21: Balloon payment of remaining Interest and Principle
Loan Documents: Promissory notes and loan agreements, secured by Deed of Trust
Guarantor: Overland Property Group
Recourse: Non -recourse as to Borrower
Other Conditions:
(If Applicable)
• Receives 9% tax credits from TDHCA
• Pay all costs of Loan closing including Lender attorney fees
• Provide lender's title policy
• Development must receive/pass Environmental Review
• Acceptable Phase I ESA or environmental remediation, if required
• All financing acceptable to FWHFC
• Approval of zoning required to complete development
• Approval of site plan by City review boards
• Lien priority acceptable to FWHFC
• Approval of final construction plans for project
• Survey acceptable to FWHFC
• Appraisal acceptable to FWHFC
• P&P bond or Letter of Credit or satisfactory equivalent from General Contractor
• Receipt of all required governmental approvals
• Approval of current financial statements from Guarantor
• Approval of final project budget
• Borrower counsel opinion in form and content satisfactory to FWHFC
• Minimum 20-year performance period as an affordable housing development
• Project must be financially viable for entire performance period
• Project must meet acceptable underwriting criteria including project operations, sources and
uses, ownership structure, developer financial strength