HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2017-13RESOLUTION NO. FWHFC-2017-13
FORT WORTH HOUSING FINANCE CORPORATION
RESOLUTIONS APPROVING AN AGREEMENT WITH GENERATION
HOUSING DEVELOPMENT, LLC FOR THE DEVELOPMENT OF THE
HEIGHTS AT WESTERN CENTER APARTMENTS, AUTHORIZING THE
FORMATION OF TX WESTERN CENTER 2018 GP LLC TO ACT AS THE
GENERAL PARTNER OF TX WESTERN CENTER 2018 LTD, THE
PARTNERSHIP DEVELOPING, OWNING AND MANAGING THE
DEVELOPMENT AND APPROVING ALL RELATED ACTIONS REQUIRED
FOR MULTIFAMILY DEVELOPMENT
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 Corporation 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 citizens in acquiring quality,
accessible, affordable housing through lending and construction activities;
WHEREAS, Generation Housing Development, LLC ("Generation"), a Texas
limited liability company, is a developer of affordable housing and has developed over
4,000 affordable housing units in Texas since the mid- 1990s;
WHEREAS, Generation will apply for 2018 Non -Competitive (4%) Housing
Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA")
to develop approximately 195 units of mixed income multifamily housing development
to be located at 1960 Western Center Boulevard to be known as The Heights at Western
Center (the "project"), and has requested the Corporation's participation in the
development by (i) serving as co -developer and General Contractor; (ii) being the Sole
Member of TX Western Center 2018 GP LLC (the "GP"), a single purpose entity to be
created to be the general partner of TX Western Center 2018 Ltd, a Texas limited
partnership (the "Partnership"), which will construct, own and manage the project; (iii)
and taking all actions necessary for the tax credit application to TDHCA and the
application to Tarrant County Housing Finance Corporation ("Tarrant County HFC")
for multifamily housing revenue bonds to finance a portion of the costs of the project;
WHEREAS, the project will include market rate units and units affordable to
households making at or below 60% of area median income, including permanent
supportive housing units;
WHEREAS, the Board desires to negotiate, approve and accept a Master
Agreement with Generation or an affiliate describing the roles and responsibilities of the
parties and the terms for the development, ownership and management of The Heights at
RESOLUTION NO. FWHFC-2017-13
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Western Center, and to approve and accept other agreements relating to the construction
and management of the project;
WHEREAS, the GP is a Texas limited liability company formed for the
transaction of any and all lawful purposes for which a limited liability company may be
organized under the Texas Business Organizations Code, which are incidental, necessary
or appropriate to carry out the purposes of its member including providing affordable
housing to low income persons or families, including, but not limited to (i) owning,
developing, managing, and otherwise dealing with affordable housing projects located in
Tarrant County, Texas under TDHCA's Housing Tax Credit program; and (ii) becoming
a partner or member of a partnership or limited liability company formed for such
purposes;
WHEREAS, the Board desires to approve (i) the creation of the GP; (ii) all
actions necessary for the Corporation to become the Sole Member of the GP; (iii) the GP
serving as the General Partner of the Partnership; (iv) all actions necessary for the
application to TDHCA for Housing Tax Credits and to Tarrant County HFC for
multifamily housing revenue bonds for the financing of the project, and (iv) all actions
necessary to fulfill the terms of the Master Agreement and complete the applications for
the Housing Tax Credits and the multifamily housing revenue bonds; and
WHEREAS, in connection with the transactions contemplated by these
resolutions, the Board of the Corporation adopts the following resolutions in connection
with the Master Agreement and other related agreements, the applications to TDHCA for
the Housing Tax Credits and to Tarrant County HFC for multifamily housing revenue
bonds; and as the Sole Member of the GP, approves the formation of the GP and all
related actions required of the GP to act as General Partner of the Partnership.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION:
MASTER AGREEMENT
RESOLVED, that the Board approves the execution and delivery of a Master
Agreement by and between Generation Housing Partners, LLC, or an affiliate, and the
Corporation for the purpose of developing the project, and agrees to execute such further
agreements as necessary to fulfill the terms of the Master Agreement including but not
limited to agreements relating to development, construction, ownership, and management
of the project;
HOUSING TAX CREDITS
RESOLVED, that the Board approves all actions necessary to apply to the Texas
Department of Housing and Community Affairs for Housing Tax Credits;
RESOLUTION NO. FWHFC-2017-13
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MULTIFAMILY HOUSING REVENUE BONDS
RESOLVED, that the Board approves all actions necessary to apply to the
Tarrant County Housing Finance Corporation for multifamily housing revenue bonds for
the project;
CERTIFICATE OF FORMATION OF PARTNERSHIP AND GP
RESOLVED, that the Certificate of Formation of the Partnership will be
prepared and filed with the Secretary of State of the State of Texas, and a copy of its
Certificate of Formation as returned by the Secretary of State upon filing shall be inserted
into the minute book of the Partnership.
RESOLVED FURTHER, that the Partnership is being formed to construct,
develop, renovate, repair, improve, maintain, operate, lease, dispose of and otherwise
deal with the project in accordance with any applicable regulations, and the provisions of
its Agreement of Limited Partnership;
RESOLVED, the formation the GP to serve as the General Partner of the
Partnership is hereby approved;
RESOLVED FURTHER, that the Certificate of Formation of the GP will be
prepared and filed with the Secretary of State of the State of Texas, and a copy of its
Certificate of Formation as returned by the Secretary of State upon filing shall be inserted
into the minute book of the GP;
RESOLVED FURTHER, that the GP is being formed for the sole purpose of
being the General Partner of the Partnership;
RESOLVED FURTHER, that the Board approves the admission of the
Corporation into the GP as its Sole Member;
ADOPTION OF PARTNERSHIP AGREEMENT
RESOLVED, that the execution and delivery of an Agreement of Limited
Partnership is hereby approved and upon its execution and delivery, is hereby adopted as
the Agreement of Limited Partnership of the Partnership;
RESOLVED FURTHER, that the GP, as General Partner of the Partnership, is
directed to certify a copy of the adopted Agreement of Limited Partnership and insert it in
the minute book of the Partnership, and to maintain it in the principal office of the
Partnership, open for inspection by any partner of the Partnership, or by any officer or
member of the GP, at all reasonable times during office hours.
RESOLUTION NO. FWHFC-2017-13
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ADOPTION OF COMPANY AGREEMENT
RESOLVED, that the execution and delivery of a Company Agreement for the
GP is hereby approved and upon its execution and delivery, is hereby adopted as the
Company Agreement of the GP;
RESOLVED FURTHER, that the Corporation, as Sole Member of the GP, is
directed to certify a copy of the adopted Company Agreement and insert it in the minute
book of the GP, and to maintain it in the principal office of the GP, open for inspection
by any partner of the Partnership, or by any officer or member of the GP, at all
reasonable times during office hours.
MANAGEMENT OF THE PARTNERSHIP
RESOLVED, that the GP is hereby authorized to serve as the General Partner of
the Partnership and to manage the Partnership in all respects, subject to the provisions of
the Texas Business Organizations Code and the Agreement of Limited Partnership, as it
may be amended fiom time to time.
PAYMENT OF ORGANIZATION FEES
RESOLVED, that the GP is hereby authorized to pay all fees and expenses
incident to and necessary for the organization of the Partnership up to $20,000.00.
BANKING AUTHORITY
RESOLVED, that the GP is hereby authorized and directed to execute and
deliver on behalf of the Partnership such form resolutions of any state or national banking
institution that the GP may select (the "Bank"), as may be required to establish whatever
checking accounts and borrowing accounts the GP shall deem necessary and appropriate
for and on behalf of the Partnership;
RESOLVED FURTHER, that the GP is hereby authorized to certify to the Bank
that these Resolutions have been duly adopted and to verify to the Bank the names and
specimen signatures of the Partnership authorized hereby to sign, and if and when any
new authorized persons are elected, to verify the fact of the change and the name and
specimen signature of the Partnership;
RESOLVED FURTHER, that this Resolution and the form resolutions to which
it is applicable shall continue in full force and effect until official written notice of the
rescission thereof by the Partnership has been given to the Bank.
AUTHORIZATION TO SEEK FINANCING
RESOLVED, that the GP, in its capacity as the General Partner of the
Partnership, is hereby authorized, empowered, and directed to review, approve, execute,
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deliver and submit any and all documents, instruments and other writings of every nature
whatsoever as the GP deems necessary for the Partnership to obtain the desired Housing
Tax Credits and other financing for the development of the project, in its own individual
capacity, and on behalf of the Partnership, in order to consummate the transactions
described in this Resolution on behalf of the itself and the Partnership.
GENERAL AUTHORITY
RESOLVED, that the GP is hereby authorized to do any and all acts and things
and to execute and deliver any and all agreements, consents, and documents as in its
opinion, or in the opinion of counsel to the GP, may be necessary or appropriate in order
to carry out the purposes and intent of any of the foregoing resolutions.
SIGNATORY AUTHORITY
RESOLVED, that Fernando Costa, the 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 any documents or agreements
necessary to implement these resolutions.
RATIFICATION
RESOLVED, that the signing of these resolutions shall constitute full ratification
of any actions taken in contemplation of these resolutions by the signatories.
BE IT FURTHER RESOLVED, that all actions heretofore taken by the
Corporation as Sole Member of the GP to carry out the intent of the foregoing
resolutions, and the execution and delivery of such instruments and documents as
believed to be necessary for that purpose, are hereby approved and confirmed in all
respects.
RESOLVED, that these resolutions shall be in full force and effect from and
upon their adoption.
ADOPTED December 5, 2017.
FORT WORTH HOUSING FINANCE CORPORATION
Kelly Al en Gray, President