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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2017-14RESOLUTION NO. FWHFC-2017-14 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS SOLE MEMBER OF TX WESTERN CENTER 2018 GP LLC, THE GENERAL PARTNER OF TX WESTERN CENTER 2018 LTD, AUTHORIZING THE CORPORATION TO ACT AS GENERAL CONTRACTOR FOR THE DEVELOPMENT, AND APPROVING ALL OTHER ACTIONS NECESSARY FOR THE FINANCING, DEVELOPMENT AND OPERATION OF THE HEIGHTS AT WESTERN CENTER APARTMENTS 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 citizens in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, the Board of the Corporation has approved an agreement with Generation Housing Development, LLC ("Generation"), a Texas limited liability company, to develop The Heights at Western Center apartments, an approximately 195-unit mixed income multifamily housing development to be located at 1960 Western Center Boulevard (the "project"). Generation will apply for 2018 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") as well as multifamily housing revenue bonds from Tarrant County Housing Finance Corporation (the "Tarrant County HFC") to finance a portion of the costs of the project; WHEREAS, the project will include market rate units affordable to households making at or below 60% of area median income, including permanent supportive housing units; WHEREAS, the Corporation has agreed to participate in the project by becoming the sole member of the single purpose entity that will serve as general partner of the partnership that will develop, own and operate the project, and the Board has also approved various actions relating to the creation and operation of the general partner and other actions necessary for the development of the project; WHEREAS, the Corporation will become the Sole Member of TX Western Center 2018 GP LLC, a Texas limited liability company (the "GP"), the General Partner of TX Western Center 2018 Ltd, a Texas limited partnership (the "Partnership"), which has been organized to acquire, construct, develop, improve, operate, control and maintain and own the project; WHEREAS, Generation 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 RESOLUTION NO. FWHFC-2017-14 PAGE 2 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, an affiliate of Generation has contracted to acquire approximately 12.69 acres of land, more or less (the "Land"), on which the project will be constructed and operated and will assign said contract to the Corporation; WHEREAS, the Partnership desires to enter into a Ground Lease with the Corporation whereby the Partnership shall have a tenant's leasehold estate in the Land; WHEREAS, TDHCA requires a recipient of Housing Tax Credits to enter into a Land Use Restriction Agreement ("LURA") restricting the rents in the project, and the Partnership desires to enter into a LURA with TDHCA, the Corporation and the project's lenders, as well executing and delivering as all other documents as may be deemed necessary or advisable in order to carry into effect or to comply with TDHCA's requirements for the Housing Tax Credits; WHEREAS, the Partnership desires to enter into various agreements, including a Development Fee Agreement, for the development of the project with Generation, a Generation affiliate and the Corporation; WHEREAS, Generation has requested that Tarrant County HFC pass a resolution approving an application to the Texas Bond Review Board requesting an allocation for qualified residential rental housing bonds in the amount of $20,000,000.00 (the "Bonds") for the purpose of obtaining funds to finance the project; WHEREAS, in order to provide debt financing for the development, construction, and operation of the project, the Partnership desires to negotiate the terms of and to enter into (i) construction and permanent loans in an amount up to $27,000,000.00 for construction financing and up to $20,000,000.00 in permanent financing; (ii) a bridge or supplemental loan, if deemed necessary for the completion of the project; and (iii) any other additional loans necessary to provide further debt financing for the project (collectively, the "Mortgage Loans"); WHEREAS, the GP desires to admit to the Partnership: (i) TX Western Center 2018 II, LLC, or an affiliate, as Special Limited Partner; (ii) an Investor Limited Partner through the use of Housing Tax Credits awarded by the TDHCA as an equity funding source for the project; and (iii) other limited partners as may be necessary to facilitate other funding sources for the project (collectively, the "Limited Partners"); and the GP desires to amend and restate the Agreement of Limited Partnership in order to admit the Limited Partners; RESOLUTION NO. FWHFC-2017-14 PAGE 3 WHEREAS, the Board of the Corporation adopts the following resolutions, as the resolutions of the Corporation acting on behalf of the GP in its own capacity, and in its capacity as the General Partner of the Partnership: NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: GENERAL CONTRACTOR RESOLVED, that the Corporation is hereby authorized to act as General Contractor for the project and is authorized negotiate, execute and deliver the Construction Contract and the Master Subcontract with the Master Subcontractor for the project along with any other documents of every nature whatsoever, including indemnifications and guarantees, as the Corporation may deem advisable, necessary, desirable, or required in order to act as General Contractor for the project (collectively, the "Construction Documents") necessary to implement the Construction Contract and the Master Subcontract; and that the Construction Documents in each and every respect are approved and authorized; GROUND LEASE RESOLVED, that the Partnership is authorized to lease the Land from the Corporation; FURTHER RESOLVED, that the Partnership, as tenant, is authorized to negotiate, execute and deliver a Ground Lease by which the Land shall be leased by the Corporation as landlord, to the Partnership for a period of up to 99 years, as well as a Memorandum of Lease, and further, to negotiate, execute and deliver all other documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the Partnership, 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; HOUSING TAX CREDIT DOCUMENTS RESOLVED, that the Corporation and the Partnership are each hereby authorized to execute and deliver a LURA to TDHCA for the project along with any and all other documents, affidavits, certificates, instruments, communications or other writings of every nature whatsoever (together with all previously required documentation, the "Housing Tax Credit Documents"), as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for the Partnership to obtain the Housing Tax Credits and fulfill the TDHCA requirements; and that the Housing Tax Credit Documents in each and every respect are approved, authorized, ratified and confirmed; RESOLUTION NO. FWHFC-2017-14 PAGE 4 DEVELOPMENT AGREEMENTS RESOLVED, that the Corporation and the Partnership are hereby each authorized to enter into a Development Fee Agreement for the Project with Generation or an affiliate of Generation and the Corporation as developer or co -developers; FURTHER RESOLVED, that the Partnership, as project owner, is authorized to negotiate, execute and deliver a Development Fee Agreement along with any other documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for the development of the project (collectively, the "Development Documents"); and that the Development Documents in each and every respect are approved, authorized, ratified and confirmed; MORTGAGE LOANS RESOLVED, that the Partnership is hereby authorized to enter into mortgage loans for construction and permanent debt financing for the project (the "Mortgage Loans"); FURTHER RESOLVED, that the Partnership and the GP, in connection with the Mortgage Loans and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver all loan documents including loan agreements, letters of credit, promissory notes, deeds of trust and security agreements, and any other related affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), indemnities, and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the "Mortgage Loan Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for any necessary financing of the project (i) in the original principal amount of up to $27,000,000.00 in construction financing and up to $20,000,000.00 in permanent financing; (ii) a bridge or supplemental loan, if deemed necessary for the development of the project; and (iii) any other additional loans necessary for the development of the project; and that the Mortgage Loan Documents in each and every respect are approved and authorized; PARTNERSHIP AGREEMENT RESOLVED, that the GP and the Partnership are hereby authorized to admit the Limited Partners to the Partnership, pursuant to the terms and conditions as set forth in the proposed Amended and Restated Limited Partnership Agreement for the Partnership; FURTHER RESOLVED, that the GP is authorized to negotiate, execute and deliver an Amended and Restated Limited Partnership Agreement for the Partnership, by which, among other things, the Limited Partners are admitted into the Partnership and to negotiate, execute and deliver all other documents, instruments, certificates, ancillary equity agreements, consents, statements, and various other writings and documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, or desirable to RESOLUTION NO. FWHFC-2017-14 PAGE 5 carry into effect the intent of these resolutions (collectively, the "Equity Documents"); and that the Equity Documents are hereby approved and authorized; ALL CLOSING DOCUMENTS AND AUTHORITY RESOLVED, that the Corporation, acting in its own capacity and in its capacity as the Sole Member of the GP, the General Partner of the Partnership, in connection with all actions authorized in these resolutions, and related transactions contemplated thereby, is authorized to negotiate, approve, execute, and deliver the Construction Documents, Lease Documents, the Housing Tax Credit Documents, the Development Documents, the Mortgage Loan Documents, the Equity Documents and all such agreements, affidavits, security instruments, notes, deeds of trust, assignments, financing statements, documents, instruments, 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 that the Closing Documents in each and every respect are hereby authorized, ratified, and confirmed; FURTHER RESOLVED, that Fernando Costa, the General Manager of the Corporation, or Aubrey Thagard, 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 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, the GP, or the Partnership, as applicable; 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 and financing of the project, for and on behalf of the Corporation, the GP, or the Partnership, as applicable, their approval of each to be conclusively evidenced by their 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 GP, the Partnership, the Corporation, Fernando Costa or Aubrey Thagard, such actions are hereby ratified and confirmed as the valid actions of the Corporation, GP, and Partnership, as applicable, effective as of the date such actions were taken. RESOLUTION NO. FWHFC-2017-14 PAGE 6 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 b JN d � � Kelly All n Gray, President d