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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2021-17RESOLUTION NO. FWHFC-2021-17 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTION AUTHORIZING THE ACQUISITION OF LAND LOCATED AT 505 WEST BIDDISON STREET AND 3500 JENNINGS AVENUE FOR THE DEVELOPMENT OF TOBIAS PLACE APARTMENTS AND ENTERING INTO A LONG-TERM GROUND LEASE WITH TOBIAS PLACE, LP FOR THE LAND WHEREAS, the City Council of the City of Fort Worth ("City") created the Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to the Texas Housing Finance Corporations Act, to facilitate 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, the Board of the Corporation has approved an agreement with Ojala Partners, LP ("Ojala"), a Texas limited partnership, to develop the Tobias Place Apartments, an approximately 291-unit multifamily housing development to be located at 505 West Biddison Street and 3500 Jennings Avenue (the "Project"). Ojala will apply for 2022 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") as well as multifamily revenue bonds from the Tarrant County Housing Finance Corporation ("Tarrant County HFC") to finance a portion of the costs of the Project; WHEREAS, the Corporation has agreed to participate in the Project by creating Tobias Place GP, LLC, a Texas limited liability company (the "GP"), a single purpose entity to serve as general partner of Tobias Place, LP, a Texas limited partnership (the "Partnership"), that will own the Project. The Board has also approved various actions relating to the creation and operation of the GP and other actions necessary for the development of the Project; WHEREAS, the Corporation will be the sole member of the GP; WHEREAS, the Corporation intends to acquire 10.90 acres of land (the "Land") from Ojala, an affiliate of Ojala, or directly from the current land owner, on which the Project will be constructed and operated and will assign said contract to the Corporation; WHEREAS, the Corporation desires to acquire fee ownership of the Land and, as Landlord, desires to enter into a Ground Lease with the Partnership whereby the Partnership will have a tenant's leasehold estate in the Land; WHEREAS, the Corporation has approved providing funds in an amount up to $1,750,000.00 ("FWHFC contribution") to support the Project either as a forgivable, subordinate loan or to pay for land acquisition costs; WHEREAS, if Corporation funds are used to directly acquire the land, the acquisition costs will proportionately reduce the amount of funds available as loan funds from the Corporation RESOLUTION NO. FWHFC-2021-17 PAGE 2 to the Partnership, which will ensure that the Corporation does not loan or provide capital more than the FWHFC contribution; WHEREAS, the Partnership desires to enter into a Ground Lease with the Corporation whereby the Partnership will have a tenant's leasehold estate in the Land; WHEREAS, the Board of the Corporation desires to: authorize the acquisition of the Land and enter into a long-term ground lease with the Partnership for the Land; enter into certain agreements as developer for the Project; and, take such other actions necessary or convenient to act as developer and complete the Project. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: CONVEYANCE RESOLVED, that the Corporation is authorized to acquire fee ownership of the Land; FURTHER RESOLVED, that the Corporation is authorized to negotiate, approve, and accept a deed conveying fee ownership of the Land to the Corporation and to negotiate, approve, execute and deliver all related property transfer documents, including any assignments, certificates, affidavits, documents, instruments, agreements, consents, statements, and various other writings and documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for such conveyance (collectively, the "Conveyance Documents"); and that the Conveyance Documents in each and every respect are approved and authorized; GROUND LEASE RESOLVED, that the Corporation is authorized to lease the Land to the Partnership; FURTHER RESOLVED, that the Corporation, as landlord, is authorized to negotiate, execute, and deliver a Ground Lease for a period of up to 99 years by which the Land shall be leased by the Corporation to the Partnership, as tenant, and a Memorandum of Lease in recordable form, and to negotiate, execute and deliver all other documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for such lease (collectively, the "Lease Documents"); and that the Lease Documents in each and every respect are approved and authorized; ALL CLOSING DOCUMENTS AND AUTHORITY RESOLVED, that the Corporation, in connection with all actions authorized in these Resolutions, and related transactions contemplated thereby, is authorized to negotiate, approve, execute, and deliver the Conveyance Documents, the Lease Documents and all such agreements, affidavits, security instruments, notes, assignments, financing statements, documents, instruments, RESOLUTION NO. FWHFC-2021-17 PAGE 3 consents, applications, certifications, and other writings of every nature whatsoever as the Corporation deems necessary to consummate the closing of the transactions contemplated by these resolutions (collectively, the "Closing Documents"), and the Closing Documents in each and every respect are approved and authorized; FURTHER RESOLVED, that Fernando Costa, the General Manager of the Corporation, or Victor Turner, the Assistant General Manager of the Corporation, or their duly appointed successors, or in the absence of such officer, any other duly elected officer of the Corporation (each, the "Executing Officer"), are each hereby fully authorized to negotiate and approve the terms of and to execute and deliver the Closing Documents and other documents for and on behalf of the Corporation; FURTHER RESOLVED, that the Executing Officer is hereby authorized and directed for and on behalf of, and as the act and deed of, the Corporation to take such other action in the consummation of the transactions herein contemplated and to do any and all other acts and things necessary or proper in furtherance of the transactions contemplated by these resolutions, as the Executing Officer shall deem to be necessary or desirable, and all acts heretofore taken by the Executing Officer to such end are hereby expressly ratified and confirmed as the acts and deeds of the Corporation; FURTHER RESOLVED, that all of the actions, documents, correspondences, recordings, instruments, or other writings that are necessary, advisable, or desirable in order to carry out the foregoing resolutions, and for the conveyance and leasing of the Land, and the development of the Project, for and on behalf of the Corporation, its approval of each to be conclusively evidenced by its execution thereof, are hereby approved; FURTHER RESOLVED, that, to the extent any of the actions authorized by these resolutions have already been taken by the Corporation or Fernando Costa or Victor Turner, such actions are hereby ratified and confirmed as the valid actions of the Corporation, effective as of the date such actions were taken. These resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. Adopted November 30, 2 02 1. FORT WORTH HOUSING FINANCE CORPORATION Carlos Flores, President