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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-03RESOLUTION NO. FWHFC-2016-03 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS AUTHORIZING THE ACQUISITION OF LAND LOCATED AT THE NORTHWEST INTERSECTION OF NORTHERN CROSS BOULEVARD AND ENDICOTT AVENUE NEAR NORTHEAST LOOP 820 FOR THE DEVELOPMENT OF THE MERCANTILE APARTMENTS AND ENTERING INTO A NINETY-NINE YEAR GROUND LEASE WITH MERCANTILE APARTMENTS LTD. FOR THE LAND WHEREAS, the City Council of the City of Fort Worth ("City") has adopted the development and revitalization of the City's affordable housing stock as a strategic goal, and the City Council has 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, 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 has approved an agreement with NRP Holdings LLC ("NRP") to develop the Mercantile Apartments, an approximately 324-unit multifamily affordable housing development to be located at the northwest intersection of Northern Cross Boulevard and Endicott Avenue near Northeast Loop 820 (the "project"). The Corporation has agreed to participate in the project by becoming the Sole Member of Mercantile Apartments GP LLC (the "GP"), a single purpose entity created by NRP to be the general partner of Mercantile Apartments, Ltd., the partnership that will own the improvements for the project (the "Partnership"). NRP has applied for 2016 Non -Competitive (4"/0) Housing Tax Credits as well as multifamily housing revenue bonds from the Texas Department of Housing and Community Affairs ("TDHCA") to finance a portion of the costs of the project; WHEREAS, 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 Board approved a Master Agreement with NRP setting forth in more detail the agreement between the Corporation and NRP for the development of the project (the "Master Agreement"); WHEREAS, an affiliate of NRP has contracted to acquire 18.000 acres of land, more or less, (the "Land"), on which improvements 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 shall have a tenant's leasehold estate in the Land; RESOLUTION NO. FW14FC-2016-03 PAGE 2 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, the Corporation desires to enter into a Development Fee Agreement with NRP, an NRP affiliate and the Partnership as well as other agreements for the development of the project as provided in the Master Agreement or otherwise necessary or advisable; WHEREAS, the Board of the Corporation desires to: authorize the acquisition of the Land and enter into a ninety-nine (99) year ground lease with the Partnership for the Land; enter into certain agreements as the co -developer for the project; and, take such other actions necessary or convenient to complete the project including those actions required to fulfill the Corporation's responsibilities set forth in the Master Agreement. 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 ninety-nine (99) years by which the Land shall be leased by the Corporation to the Partnership, as tenant, and a Memorandum of Lease, 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; RESOLUTION NO. FWHFC-2016-03 PAGE 3 DEVELOPMENT AGREEMENTS RESOLVED, that Corporation is hereby authorized to enter into a Development Fee Agreement for the project with NRP Holdings, LLC and an NRP affiliate; FURTHER RESOLVED, that the Corporation, as co -developer, is authorized to negotiate, execute, and deliver the Development Fee Agreement along with any other documentation of every nature whatsoever as the Corporation 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 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, the Development Documents, and all such agreements, affidavits, security instruments, notes, 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 the Closing Documents in each and every respect are approved and authorized; FURTHER RESOLVED, that Fernando Costa, the General Manager of the Corporation, or Aubrey Thagard, the Assistant General Manager of the Corporation, or in the absence of such officer, any other duly elected officer of the Corporation (each, the "Executing Officer"), are hereby each fully authorized to negotiate and approve the terms of and to execute and deliver the Closing 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; RESOLUTION NO. FWHFC-2016-03 PAGE 4 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 Aubrey Thagard, 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 February 2, 2016. FORT WORTH HOUSING FINANCE CORPORATION By: Salvador Espino, President