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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2015-01■ 0 a Mllwlz+T INIZINK11"MOv LvAtJOLMUNIN TO ACT AS GENERAL PARTNER OF RESERVE AT QUEBEC, LP, THE PARTNERSHIP • WHEREAS, the City Council of the City of Fort Worth ("City") has adoptc-4 development and revitalization of the City's affordable housing stock as a strategic goal and City citizens and the City Council have 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 Corporation Act, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing, rehabilitating and promoting housing, and ?ssisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities; Residential WHEREAS, MV is applying for Housing Tax Credits from the Texas Department of Housing. • CommunityAffairs to develop approximately 230 units of mixed income multifamily housing to be located near the intersection of Buda Lane and Northwest Centre Drive to be known as the Reserve at Quebec Apartments, and has requested the Corporation's participation in the development by serving as developer and creating a single purpose entity to be the general partner of Reserve at Quebec, LP, a Texas limited partnership (the "Partnership"), which will construct, own and manage the development, as well as taking actions necessary for financing the project including the tax credit application to TDHCA and the application to the Tarrant County# • Finance Corporation # for multifamily bonds; WHEREAS, the project will include permanent supportive housing units, units 2.ffordable to tenants making at or below `, of area _ • .: # _ and market rate incomeunits, and it will provide workforce housing in an area of the City with strong middle #• • # RESOLUTION NO. FWHFC-2015-01 PAGE 2 WHERFAS, the Board desires to negotiate and accept a Memorandum of Understanding with MV describing the roles and responsibilities of the parties and setting forth the terms under which the project will be developed; to approve and accept a Master Agreement with MV or an affiliate for the development, ownership and management of the project; and, to approve and accept other agreements with MV or its affiliates relating to the development, construction and management of the project-, WHE�W AS, the Board desires to approve the creation of a single purpose entity to serve as general partner for the Reserve at Quebec, LP, the partnership that will own the improvements, and to approve all actions necessary to complete the applications to the TDUCA for Housing Tax Credits and to the Tarrant County HFC for multifamily bonds for the financing of the project, and to approve all actions necessary to fulfill the terms of the Memorandum of Understanding, the Master Agreement and any other agreements with MV relating to the project; WHEREAS, Reserve at Quebec GP, LLC, will be a Texas limited liability company (the "Company") to be 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-incoms 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 the Housing Tax Credit program of the TDHCA; and (ii) becoming a partner or member of a partnership or limited liability company formed for such purposes; and WHEREAS, in connection with the transactions contemplated by these I esolutions, the Board of the Corporation adopts the following resolutions in connection with: the Memorandum of Understanding, the Master Agreement and other related agreements with MV; the applications to TDHCA for the Housing Tax Credits and to Tarrant County HFC for multifamily bonds; and, as the sole member of the Company, approves the formation of the Company and all related actions required of the Company to act as General Partner for the Reserve at Quebec, LP, the partnership that will develop, own and manage the Reserve at Quebec Apartments. . . I 1919HAIMAW11' a a RESOLVED, that the Board approves the execution and delivery of a Memorandum of Understanding and a Master Agreement by and between MV Residential LLC, or an affiliate, and the Corporation for the purpose of developing the Reserve at Quebec Apartments, and agrees to execute such further agreements as necessary to fulfill the terms of the Memorandum of Understanding and the Master Agreement including but not limited to agreements relating to development, construction, ownership, and management of the project; RESOLUTION NO. FWHFC-2015-01 PAGE 3 RMURWIMMMMM RESOLVED, that the Board approves all actions necessary to apply to the Texas Department of Housing and Community Affairs for Housing Tax Credits and to the Tarrant County Housing Finance Corporation for multifamily bonds for financing for the pro ect; Certificate of Formation RESOLVED, that the Certificate of Formation of the Reserve at Quebec, LP (the "Partnership"), wilt be prepared and filed with the Secretary of State of the State of Texas and that the Certificate of Filing and a copy of the Certificate of Formation as returned by the Secretary of State upon ng will be inserted into the minute book of the Partnership; RESOLVED FURTHER, that I is being formed to construct, develop, renovate, repair, improve, maintain, operate, lease, dispose of and otherwise deal with the Reserve at Quebec Apartments in accordance with any applicable laws and regulations, and the provisions of its Agreement of Limited Partnership as may be amended from time to time. RESOLVED, that the execution and delivery of an Agreement of Limited Partnership is hereby approved and, upon its execution and delivery, adopted as the Agreement of Limited Partnership of the Partnership; RESOLVED FURTHER, that Reserve at Quebec GP, LLC (the "Company"), as y.-tir4rA %f 'ik6i, P2irurmr,4. ira, ivd1irxW-,c�ox*W., of Limited Partnership and insert it in the minute book of the Partnership, and 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. 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. 19 M-1 3MMM-0414 RESOLVED, that the Company be, and it 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 shIll deem necessary and appropriate for and on behalf of the Partnership; RESOLUTION NO. FWHFC-2015-01 PAGE 4 RESOLVED FURTHER, that the Company be, and hereby is, 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. 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. 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, the issuance of the multifamily bonds and other financing, 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. MMM RESOLVED, that the Company be, and it hereby is, 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. �-JIILIIla CfM-Cf, ?i CH MC11CIM PyldlldtCl 91 L11C CU successors, are each authorized to execute and deliver any documents or agreements necessary to implement these Resolutions. RESOLUTION NO. FWHFC-2015-01 PAGE 5 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. FORT WORTH HO SING FINANCE CORPORATION 1.3y: ........... . . ......... Salvador Espino, President