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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-28RESOLUTION NO. FWHFC-2016-28 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTION AUTHORIZING THE ACQUISITION OF LAND LOCATED IN THE 300 BLOCK OF GOLDEN TRIANGLE BOULEVARD FOR THE DEVELOPMENT OF THE ENCLAVE AT THE PARK APARTMENTS AND ENTERING INTO A LONG- TERM GROUND LEASE WITH ENCLAVE PARK, LP FOR THE LAND WHEREAS, the City Council of the City of Fort Worth (the "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 approved an agreement with RHS HIS, LLC doing business as Integrated Housing Solutions, LLC ("Integrated") to develop the Enclave at the Park, a 308-unit mixed income multifamily housing development located in the 300 block of Golden Triangle Boulevard (the "project"); WHEREAS, at least 50% of the units in this project will be affordable to tenants who make at or below 80% of area median income and it will provide workforce housing in an area of the City with strong middle income job growth; WHEREAS, the Corporation has agreed to participate in the project by creating a single purpose entity to serve as general partner of the partnership that will own the project; WHEREAS, the Corporation will create the Enclave Park GP, LLC, a Texas limited liability company (the "GP"), to be the general partner of Enclave Park, LP, a Texas limited partnership (the "Partnership"), which will be organized to acquire, construct, develop, improve, operate, control, maintain and own the project; WHEREAS, the Corporation will be the sole member of the GP; WHEREAS, the Corporation proposes to enter into a Master Agreement with Integrated setting forth in more detail the agreement between the Corporation and Integrated for the development and operation of the project (the "Master Agreement"); WHEREAS, Integrated or an affiliate of Integrated intends to contract to acquire 12.205 acres of land, more or less, located in the 300 block of Golden Triangle Boulevard (the "Land"), on which the improvements will be constructed and operated and will assign said contract to the Corporation; RESOLUTION NO. FWHFC-2016-28 PAGE 2 WHEREAS, the Corporation desires to acquire fee ownership of the Land and, as Landlord, desires to enter into a long-term Ground Lease with the Partnership, whereby the Partnership shall have a tenant's leasehold estate in the Land; WHEREAS, the Partnership desires to enter into a long-term Ground Lease with the Corporation whereby the Partnership shall have a tenant's leasehold estate in the Land; 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 a 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 long-term Ground Lease by which the Land shall be leased by the Corporation to the Partnership, as tenant, as well as 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; 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, RESOLUTION NO. FWHFC-2016-28 PAGE 3 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 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 herebyauthorized 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. FORT7,/., TH HOUSING FINANCE CORPORATION By. Ronald P. Gonzales, Assi tat Secretary