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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-18RESOLUTION NO. FWHFC-2016-18 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION AUTHORIZING THE CORPORATION TO GUARANTEE THE ACTS OF MERCANTILE APARTMENTS GP, LLC, THE GENERAL PARTNER OF MERCANTILE APARTMENTS LTD., THE PARTNERSHIP DEVELOPING, OWNING, AND MANAGING THE PROJECT TO BE LOCATED AT THE NORTHWEST INTERSECTION OF NORTHERN CROSS BOULEVARD AND ENDICOTT AVENUE NEAR NORTHEAST LOOP 820 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 of the Corporation has approved an agreement with NRP Group, LLC ("NRP") to develop the Mercantile Apartments, an approximately 324-unit mixed income multifamily housing development to be located at the northwest intersection of Northern Cross Boulevard and Endicott Avenue near Northeast Loop 820 (the "project"). NRP has applied for 2016 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") and has applied for multifamily housing revenue bonds from TDHCA to finance a portion of the costs of the project; 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 Mercantile Apartments GP LLC, a Texas limited liability company (the "GP"), the general partner of Mercantile Apartments 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, an affiliate of NRP has contracted to acquire 17.00 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; RESOLUTION NO. FWHFC-2016-18 PAGE 2 WHEREAS, the Partnership desires to enter into various agreements, including a Development Fee Agreement, for the development of the project with NRP, an NRP affiliate and the Corporation; WHEREAS, TDHCA passed a resolution approving an application to the Texas Bond Review Board requesting an allocation for qualified residential rental housing bonds in the amount of $28,500,000.00 (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 $28,290,000.00 for construction financing and up to $30,225,000.00 in permanent financing, and (ii) a bridge or supplemental loan in an amount up to $9,282,000.00 to provide further debt financing for the project (collectively, the "Mortgage Loans"); WHEREAS, U.S. Bancorp Community Development Corporation, the investor limited partner (the "Investor") in the Partnership, has requested that the Corporation guarantee the acts of the GP; WHEREAS, the Board, in order to accommodate the Investor's request and to ensure the successful completion of the project, desires to guarantee the acts of the GP and to approve all actions necessary for the development of multifamily affordable housing related to the project; 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 RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: l . THAT the Board authorizes the Corporation to guarantee the acts of the GP, the general partner of the Partnership, in connection with the project, and to undertake all activities necessary to develop the project. 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 such guaranty on behalf of the Corporation. 3. 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 any documents or agreements necessary to implement these Resolutions in order to finance and develop the project. RESOLUTION NO. FWHFC-2016-18 PAGE 3 4. THAT any actions taken by the GP, any actions taken by the Partnership, and any actions taken by the Corporation, acting on behalf of the Partnership and the GP in connection with the financing and development of the project, are hereby ratified and confirmed as the valid actions of the GP, the Partnership and the Corporation, as applicable, effective as of the date such actions were taken. 5. THAT this Resolution takes effect on the date of its adoption. AND IT IS SO RESOLVED. Adopted August 9, 2016. FORT TH HOUSING FINANCE CORPORATION By: �n Ronald P. Gonzales, As is ant Secretary