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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2015-02I RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS SOLE MEMBER OF RESERVE AT QUEBEC GP, LLC, THE GENERALPARTNER APPROVINGRESERVE AT QUEBEC, LP, IFOR THE ACQUISITION, FINANCING AND DEVELOPMENT OF THE RESERVE AT QUEBEC APARTMENTS, AND RATIFYING ALL ACTS PREVIOUSLY TAKEN BY THE CORPORATION, PARTNER I,,THEPARTNERSHIP IN CONNECTION WITH THE PROJECT WHEREAS, the City Council of the City of Fort Worth ("City") has adopted the development and revitalization of the City's affordable housing stock as a strategic goal, and the City Council has 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 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 MV Residential Development LLC ("V") to develop the Reserve At Quebec Apartments, an approximately 230-unit mixed income multifamily housing development to be located near the intersection of Buda Lane and Northwest Centre Drive (the "project"). MV will apply for non- competitive 4% Housing Tax Credits from the Texas Department of Housing and Community Affairs ("THCA") 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 a single purpose entity to 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 create Reserve at Quebec GP, LLC, a Texas limited liability company (the "GP"), to be the general partner of Reserve at Quebec, LP, a Texas limited partnership (the "Partnership"), which will be organized to acquire, construct, develop, improve, operate, control and maintain and own the project; WHEREAS, an affiliate of MV has contracted to acquire 15.00 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; WHEREAS, the Partnership desires to enter into various agreements, including a Development Fee Agreement, for the development of the project with MV, an MV affiliate and the Corporation; WHEREAS, on December 9, 2014, the Tarrant County HFC 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 $20,000,000.00 (the "Bonds") for the purpose of obtaining funds to finance the project; WHE4.�AS, Tarrant County HFC as Issuer will use the proceeds of the Bonds to fund a mortgage loan to the Partnership (the "Bond Loan") in order to finance a portion of the costs of acquiring, constructing and equipping the project, a qualified residential rental development, pursuant to a Loan Agreement between the Issuer and the Partnership ("the Loan Agreement") evidenced by a note payable to Issuer (the "Bond Note") and secured by a first mortgage lien leasehold deed of trust (the "Bond Deed of Trust") encumbering the project; WHEREAS, the GP desires to admit to the Partnership: (i) MV Reserve at Quebec, LLC, a Texas limited liability company and an affiliate of MV as Special Limited Partner; (ii) an Investor Limited Partner through the use of Housing Tax Credits awarded by the TDHCA as an equity funding source for the project; and (iii) other limited partners as may be necessary to facilitate other funding sources for the project (collectively, the "Limited Partners"); and the GP desires to amend and restate the agreement of limited partnership in order to admit the Limited WHEREAS, the Board of the Corporation adopts the following Resolutions, as thi 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: FURTHER RESOLVED, that the Partnership, as tenant, is authorized to negotiate, execute and deliver a Ground Lease by which the Land shall be leased by the Corporation as landlord, to the Partnership for a period of up to 99 years, and a Memorandum of Lease, and further, to negotiate, execute and deliver all other documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, - RESOLUTION NO. FWHFC-2015-02 PAGE 3 RESOLVED, that Partnership is hereby authorized to enter into a Development Fee Agreement for the Project with MV, an affiliate of MV and the Corporation as developer or co - developers; FURTHER RESOLVED, that the Partnership, as project owner, is authorized to negotiate, execute and deliver the Development Fee Agreement along with any other rXCA6 Partnership, may deem advisable, necessary, desirable, or required for the development of the project (collectively, the "Development Documents"); and that the Development Documents in each and every respect are approved, authorized, ratified and confin-ned; 0161,0111111121 RESOLVED, that the Partnership is hereby authorized to enter into a mortgage loan for construction and permanent debt financing for the project with Tarrant County HFC (the "Bond Loan"); FURTHER RESOLVED, that the Partnership and the GP, in connection with the Bond Loan and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver the Loan Agreement, the Bond Note, the Bond Deed of Trust, the Regulatory and Land Use Restriction Agreement and any other related affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), indemnities, and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the "Bond Loan Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for the financing of the Bond Loan, in the original aggregate principal amount of $20,000,000.00 in construction and pen-nanent financing; and that the Bond Loan Documents in each and every respect are approved and authorized; WMEMMMUMN RESOLVED, that the Partnership is hereby authorized to enter into other mortgage loans in addition to the Bond Loan as necessary to obtain construction and permanent debt financing for the project; FURTHER RESOLVED, that the Partnership and the GP, in connection with any rinancing and related transactions contemplated thereby in addition to the Bond Loan, are eaA ?uthorized to negotiate, execute and deliver all loan documents including loan agreements, letters of credit, promissory notes, deeds of trust and security agreements, and any other related affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), mdemnities, and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the " Mortgage Loan Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, AUXII]LIF11*11 TIC FITAFC-ZI115-1112 PAGE 4 tesirable, or required for any necessary additional financing for the project; and that the Mortgage Loan Documents in each and every respect are approved and authorized; RESOLVED, that the GP and the Partnership are hereby authorized to admit the Limited Partners to the Partnership, pursuant to the terms and conditions as set forth in the proposed Amended and Restated Limited Partnership Agreement for the Partnership; FURTHER RESOLVED, that the GP is authorized to negotiate, execute and deliver an Amended and Restated Limited Partnership Agreement for the Partnership, by which, among *ther things, the Limited Partners are admitted into the Partnership and to negotiate, execute and deliver all other documents, instruments, certificates, ancillary equity agreements, consents, statements, and various other writings and documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, or tesirable to carry into effect the intent of these Resolutions (collectively, the "Equity Socuments"); and that the Equity Documents are hereby approved and authorized; RESOLVED, that the Corporation, acting in its own capacity and in its capacity as the Sole Member of the GP, the General Partner of the Partnership, in connection with all actions authorized in these Resolutions, and related transactions contemplated thereby, is authorized to negotiate, approve, execute, and deliver the Lease Documents, the Development Documents, the Bond Loan Documents, the Mortgage Loan Documents, the Equity Documents and all such agreements, affidavits, security instruments, notes, deeds of trust, 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 that the Closing Documents in each and every respect are hereby authorized, ratified, and confirmed; FURTHER RESOLVED, that Jesus J. Chapa, the General Manager of the Corporation, or Cynthia Garcia, 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 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, the GP, or the Partnership, as applicable; F4RTHER 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; 1 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 and financing of the project, for and on behalf of the Corporation, the GP, or the Partnership, as applicable, their approval of each to be conclusively evidenced by their 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 GP, the Partnership, the Corporation, Jesus J. Chapa or Cynthia Garcia, such actions are hereby ratified and confirmed as the valid actions of the Corporation, GP, and Partnership, as applicable, effective as of the date such actions were taken. IMINIMSIM "1� 1� 1 1�►1�. 'i1 AJ y: " alvaaor Espino, 1'resi ent