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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-22RESOLUTION NO. FWHFC 2016-22 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING AN AGREEMENT WITH SPHINX DEVELOPMENT CORPORATION FOR THE DEVELOPMENT OF THE SPHINX AT SIERRA VISTA SENIOR VILLAS, AND CONFIRMING AND RATIFYING THE FORMATION OF RIVERSIDE SENIOR DEVELOPMENT GP, LLC TO ACT AS THE GENERAL PARTNER OF RIVERSIDE SENIOR INVESTMENTS, LP, 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, Sphinx Development Corporation ("Sphinx"), a Texas corporation, is a developer of affordable housing and has developed over 1,400 affordable housing units in Texas since the mid-1980's; WHEREAS, Sphinx will apply for 2016 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") to develop approximately 272 units of multifamily senior housing to be located at 2942 S. Riverside Drive to be known as Sphinx at Sierra Vista Senior Villas (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 Riverside Senior Development GP, LLC (the "Company"), a single purpose entity to be created to be the general partner of Riverside Senior Investments, LP, 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 units affordable to seniors age 62 or older making at or below 60% of area median income; WHEREAS, the Board desires to negotiate, approve and accept a Master Agreement with Sphinx or an affiliate describing the roles and responsibilities of the parties and the terms for the development, ownership and management of Sphinx at RESOLUTION NO. FWHFC-2016-22 PAGE 2 Sierra Vista Senior Villas, and to approve and accept other agreements relating to the construction and management of the project; WHEREAS, the Company 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 Company; (ii) all actions necessary for the Corporation to become the sole member of the Company; (iii) the Company 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 Company, approves and ratifies the formation of the Company and all related actions required of the Company 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 Sphinx Development Corporation, 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; RESOLUTION NO. FWHFC-2016-22 PAGE 3 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; 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 RESOLVED, the formation the Company to serve as the general partner of the Partnership is hereby approved; RESOLVED FURTHER, that the Partnership has been 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 of the Partnership by the Company is hereby confirmed and ratified; RESOLVED FURTHER, that the Board approves the admission of the Corporation into the Company as its sole member; RESOLVED, that the Certificate of Filing of the Partnership 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. 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 Company, 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 Company, at all reasonable times during office hours. RESOLUTION NO. FWHFC-2016-22 PAGE 4 Management of the Partnership RESOLVED, that the Company 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 from time to time. Payment of Organization Fees RESOLVED, that the Company 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 Company 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 Company may select (the "Bank"), as may be required to establish whatever checking accounts and borrowing accounts the Company shall deem necessary and appropriate for and on behalf of the Partnership; RESOLVED FURTHER, that the Company 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 Company, in its capacity as the general partner of the Partnership, is hereby authorized, empowered, and directed to review, approve, execute, deliver and submit any and all documents, instruments and other writings of every nature whatsoever as the Company 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 Company 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 Company, may be necessary or appropriate in order to carry out the purposes and intent of any of the foregoing resolutions. RESOLUTION NO. FWHFC-2016-22 PAGE 5 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 sole member of the Company 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 September 27, 2016. FORT TH HOUSING FINANCE CORPORATION By: r4 / ' Ch' Ronald P. Gonzales, Assi t t Secretary