HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2018-02RESOLUTION NO. FWHFC-2018-02
FORT WORTH HOUSING FINANCE CORPORATION
A RESOLUTION
AUTHORIZING THE WINDING UP OF THE VILLAS OF EASTWOOD
TERRACE, LLC
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 quality,
accessible, affordable housing for low and moderate income City residents through
lending and construction activities;
WHEREAS, the Corporation created the Villas of Eastwood Terrace, LLC in
2001 for the purpose of developing, owning and operating the Villas of Eastwood
Terrace, a 160-unit senior housing project located at 4700 E. Berry Street, Fort Worth,
Texas 76110;
WHEREAS, the Corporation issued $9,660,000 in tax exempt bonds in 2002 to
aid in the financing of the project;
WHEREAS, the development of the project was financed in part with a
$9,663,500.00 mortgage loan insured by the Federal Housing Administration (the
"FHA"), a part of the United States Department of Housing and Urban Development
("HUD") under the authority of Section 221(d)(3) of the National Housing Act;
WHEREAS, the Villas of Eastwood Terrace, LLC (the "Company") sold the
Villas of Eastwood Terrace in 2013 to the Eastwood Public Facility Corporation, an
affiliate of The Housing Authority of the City of Fort Worth, also known as Fort Worth
Housing Solutions ( "FWHS") ("Eastwood PFC"), which assumed the Company's
obligations under the mortgage loan on the project;
WHEREAS, the Eastwood PFC has refinanced the HUD loan and the bonds have
been paid off;
WHEREAS, the Company entered into a gas lease with Chesapeake Exploration,
L.L.C. on June 7, 2011 covering the 14.56 acres of land on which the project was sited
and retained the mineral rights in in the sale of the project to Eastwood PFC. The gas
lease has been assigned to Total E&P USA Barnett, LLC and the Company has continued
to receive income from the lease;
WHEREAS, the Company's Articles of Organization state that on its dissolution,
its assets are to be distributed to the Corporation to be used for affordable housing;
RESOLUTION NO. FWHFC-2018-02
PAGE 2
WHEREAS, the Company is managed by a Board of Managers appointed by the
City Council but the Corporation can act on behalf of the Company as it is its Sole
Member;
WHEREAS, the minerals retained in the sale of the project and the related gas
lease are the Company's sole remaining assets and the Company has no liabilities;
WHEREAS, the Board desires to authorize the winding up of the Villas of
Eastwood Terrace, LLC, and acting on behalf of the Villas of Eastwood Terrace, LLC as
its Sole Member, desires to approve the conveyance of the Company's mineral interests
to the Corporation, and approve the assignment of the Company's outstanding gas lease
to the Corporation.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION
(THE "BOARD")
THAT the Corporation hereby consents to the voluntary winding up of the Villas
of Eastwood Terrace, LLC (the "Company").
2. THAT the Corporation , acting in its own capacity and in its capacity as the Sole
Member of the Company, consents to the conveyance by the Company of all of its
assets, including but not limited to its mineral interests and gas lease with Total
E&P USA Barnett, LLC, to the Corporation in accordance with the Company's
Article of Organization.
3. THAT the Board approves the execution and delivery of all necessary documents
to wind up the Company and convey its assets to the Corporation including but
not limited to (i) filing all required documents with the Texas Secretary of State
(ii) the recording of a mineral deed for the Company's mineral rights (ii) an
assignment of the Company's gas lease with Total E&P USA Barnett, LLC, and
(iv) any other related documents necessary to terminate the Company's existence
(collectively, the "Documents").
4. THAT Fernando Costa, General Manager of the Corporation, or Aubrey Thagard,
Assistant General Manager of the Corporation, or their duly appointed successors,
are each empowered and authorized to execute and deliver the Documents for and
on behalf of the Company and the Corporation along with any other documents
necessary to wind up the Company, and further, each are empowered and
authorized to take all actions each may deem advisable, necessary, or desirable to
carry into effect the intent of this Resolution.
RESOLUTION NO. FWHFC-2018-02
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5. THAT the Board approves the expenditure by the Corporation of a sum not to
exceed $10,000.00 for the purpose of paying all reasonable and necessary costs
and expenses in order to effect the winding up of the Company.
6. THAT to the extent any of the actions to wind up the Company or transactions
authorized by this Resolution have already been taken by the Company, the
Corporation, Fernando Costa, or Aubrey Thagard, the Board hereby ratifies and
confirms such actions as the valid actions of the Company and the Corporation,
respectively, effective as of the date such action was taken.
7. THAT this Resolution takes effect on the date of its adoption.
AND IT IS SO RESOLVED.
Adopted May 1, 2018.
FORT WORTH HOUSING FINANCE CORPORATION
Kelly 41len Gray, President