HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2017-10RESOLUTION NO. FWHFC-2017-10
FORT WORTH HOUSING FINANCE CORPORATION
A RESOLUTION
APPROVING A SUBORDINATE LOAN OF $750,000.00 TO MISTLETOE STATION,
LLC FOR THE MISTLETOE STATION APARTMENTS LOCATED AT 1916
MISTLETOE BOULEVARD AND AUTHORIZING THE CORPORATION TO ACT AS
GENERAL CONTRACTOR FOR THE DEVELPMENT
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 citizens and the City Council have determined that quality accessible
affordable housing is needed for moderate, low and very low income City citizens;
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 citizens in
acquiring quality, accessible, affordable housing through lending and construction activities;
WHEREAS, the Corporation seeks to promote neighborhood revitalization and
homeownership and foster the development of reasonably priced quality housing throughout the
City by developing partnerships among the City, the Corporation, local governments, lenders,
private industry and neighborhood -based nonprofit housing organizations;
WHEREAS, on February 21, 2017, the City Council approved Resolution No. 4752-02-
2017 supporting the application of Mistletoe Station, LLC ("Mistletoe Station") to the Texas
Department of Housing and Community Affairs ("TDHCA") for 2017 Competitive (9%)
Housing Tax Credits for the development of the Mistletoe Station, a new 100-unit mixed income
multifamily complex (the "project") located at 1916 Mistletoe Boulevard in the City's Near
Southside Medical District (M&C G-18952);
WHEREAS, the City Council Resolution also included a Commitment of Development
Funding from the City in the form of fee waivers in an amount not to exceed $2,500.00;
WHEREAS, the Southside/Medical District Tax Increment Financing district ("TIF")
has approved a development agreement with Mistletoe Station in the amount of $2,600,000.00 to
help repair antiquated storm water infrastructure and other public improvements which will
benefit other development in the area as well as the adjacent Mistletoe Heights neighborhood.
However, this award is less than the amount necessary to complete the needed infrastructure
work;
WHEREAS, Mistletoe Station has applied to the Corporation for a loan of $750,000.00
for the project, subordinate only to the project's construction and permanent financing, to help
RESOLUTION NO. FWHFC-2017-10
PAGE 2
cover the gap in the project's financing due to the cost of the necessary infrastructure
improvements and the volatility of current tax credit pricing;
WHEREAS, Near Southside, Inc. ("Near Southside"), which manages the TIF, is a
nonprofit corporation dedicated to the revitalization and development of the City's Near South
Side, an approximately 1,400 acre district which includes the City's Medical District and the
Mistletoe Heights neighborhood. The requested loan has the support of Near Southside as the
project will provide the district with much needed workforce housing to support the medical
facilities and other businesses in the district;
WHEREAS, on July 27, 2017, the project received an award of 2017 Competitive (9%)
Housing Tax Credits from TDHCA;
WHEREAS, Mistletoe Station has requested that the Corporation serve as the project's
General Contractor in order to take advantage of the state sales tax exemption available to the
Corporation during construction in order to assist the project, and agrees to enter into a
construction contract for the project with the Corporation ("Construction Contract"), as well
as an agreement with the Corporation and a Master Subcontractor which will assume all of the
General Contractor's obligations under the Construction Contract ("Master Subcontract
Agreement");
WHEREAS, the Master Subcontractor (and other to -be -determined entities as needed)
will indemnify and hold harmless the Corporation for any acts of the Master Subcontractor, and
the Corporation will also be indemnified and held harmless for any obligations it incurs under
the Construction Contract;
WHEREAS, it is necessary to amend the Corporation's Budget for its 2017-2018 fiscal
year to provide funds for the loan; and
WHEREAS, the Board desires to make Mistletoe Station, LLC a subordinate loan of
$750,000.00, subject to availability of funds, to develop Mistletoe Station, a new affordable
multifamily rental housing development, and authorizes the Corporation to act as General
Contractor for the project.
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") by and between the Corporation and Mistletoe Station, LLC for a
subordinate loan in the amount of $750,000.00, subject to availability of funds, to
Mistletoe Station, LLC to construct the Mistletoe Station, a new 100-unit affordable
mixed income multifamily rental property (the "project") located at 1916 Mistletoe
Boulevard, Fort Worth TX 76104 (the "Loan") on the terms set forth on Attachment I.
RESOLUTION NO. FWHFC-2017-10
PAGE 3
2. THAT Fernando Costa, General Manager of the Corporation, or Aubrey Thagard,
Assistant General Manager of the Corporation, or their duly appointed successors, are
each authorized to execute and deliver the Loan Agreement for and on behalf of the
Corporation along with any related documents necessary to implement the Loan
Agreement or the Loan, and each is authorized to extend, modify and amend the Loan
Agreement or the terms of the Loan, 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 amended from time to time.
3. THAT the Board approves amending the Corporation's Budget for its 2017-2018 fiscal
year to appropriate $750,000.00, subject to availability of funds, to be used to fund the
Loan.
4. THAT the Board authorizes the Corporation to act as General Contractor for the project,
and authorizes the execution and delivery of the Construction Contract and Master
Subcontract Agreement for the project.
5. THAT Fernando Costa, General Manager of the Corporation, or Aubrey Thagard,
Assistant General Manager of the Corporation, or their duly appointed successors, are
each authorized to execute and deliver the Construction Contract and the Master
Subcontract Agreement for and on behalf of the Corporation along with any related
documents necessary to implement the Construction Contract or the Master Subcontract
Agreement, and each is authorized to extend, modify and amend the Construction
Contract or the Master Subcontract Agreement, 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 amended from time to time.
6. THAT this Resolution takes effect from the date of its adoption.
AND IT IS SO RESOLVED.
Adopted November 7, 2017.
FORT WORW HOI>�NG FJNANCE CORPORATION
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RESOLUTION NO. FWHFC-2017-10
PAGE 4
ATTACHMENT I
Loan Terms
Lender: Fort Worth Housing Finance Corporation
Borrower:
Mistletoe Station, LLC
Project:
Mistletoe Station
Location:
1916 Mistletoe Boulevard and 2116 Beckham Place
Loan Amount:
$750,000.00
Origination Fee:
1 % payable at closing
Interest Rate:
Same as 1 St lien construction loan during construction period
2% after stabilization/conversion
Amortization:
35 years
Loan Term:
Construction/permanent loan begins date Loan documents are signed
(estimated 24-30 months for construction). Loan matures 18 years from
stabilization/conversion
Lien Priority:
Subordinate only to first lien construction/permanent loan
Payments:
Interest payments only quarterly during construction period
Equal annual payments of P & I after stabilization /conversion out of net
cash flow
Loan Documents:
Loan Agreement, Promissory Note, Deed of Trust
General Contractor: Fort Worth Housing Finance Corporation
Master
Subcontractor:
TBD; will indemnify and hold harmless General Contractor
Guarantor:
Same as approved by first lien lender
Recourse:
Payment and completion guarantees in form and substance acceptable to
Lender during construction period
Financing:
First lien construction loan $11,350,000.00
First lien permanent loan $6,300,000.00
TIF funds for infrastructure $2,600,000.00
Award of 9% housing tax credits from TDHCA
Other Conditions:
Pay all costs of Loan closing
Provide lender's title policy
Acceptable environmental remediation, if required
All financing acceptable to Lender
Approval of final construction plans for project
Survey acceptable to Lender
Appraisal acceptable to Lender
P & P bond or LOC from master subcontractor
Receipt of all required governmental approvals
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Approval of current financial statements from Guarantor
Approval of final project budget
Borrower counsel opinion in form and content satisfactory to Lender