HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-24RESOLUTION NO. FWHFC-2016-24
FORT WORTH HOUSING FINANCE CORPORATION
RESOLUTIONS AUTHORIZING THE ACQUISITION OF LAND LOCATED AT 2942
RIVERSIDE DRIVE FOR THE DEVELOPMENT OF THE SPHINX AT SIERRA VISTA
SENIOR VILLAS AND ENTERING INTO A LONG TERM GROUND LEASE WITH
RIVERSIDE SENIOR INVESTMENTS, LP FOR THE LAND
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 Sphinx
Development Corporation ("Sphinx"), a Texas corporation, to develop the Sphinx at Sierra Vista
Senior Villas, an approximately 272-unit multifamily senior housing development to be located
at 2942 S. Riverside Drive (the "project"). Sphinx will apply for 2016 Non -Competitive (4%)
Housing Tax Credits from the Texas Department of Housing and Community Affairs
("TDHCA") as well as multifamily revenue bonds from the Tarrant County Housing Finance
Corporation ("Tarrant County HFC") to finance a portion of the costs of the project;
WHEREAS, the Corporation has agreed to participate in the project by creating
Riverside Senior Development GP, LLC, a Texas limited liability company (the "GP"), a single
purpose entity to serve as general partner of Riverside Senior Investments, LP, a Texas limited
partnership (the "Partnership"), that will own the project. 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 Corporation will be the sole member of the GP;
WHEREAS, Sphinx or an affiliate of Sphinx intends to enter into a contract to acquire
8.80 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 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 will
have a tenant's leasehold estate in the Land;
WHEREAS, the Partnership desires to enter into a Ground Lease with the Corporation
whereby the Partnership will have a tenant's leasehold estate in the Land;
RESOLUTION NO. FWHFC-2016-24
PAGE 2
WHEREAS, the Board of the Corporation desires to: authorize the acquisition of
the Land and enter into a long term ground lease with the Partnership for the Land; enter into
certain agreements as developer for the project; and, take such other actions necessary or
convenient to act as developer and complete the project.
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 99 years by which the Land shall be
leased by the Corporation to the Partnership, as tenant, and a Memorandum of Lease in
recordable form, 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;
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, , 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;
RESOLUTION NO. FWHFC-2016-24
PAGE 3
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 each 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;
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;
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 September 27, 2016.
FORT TH HOUSING FINANCE CORPORATION
By:
Ronald P. Gonzales, Ass t t Secretary