Loading...
HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2015-04RESOLUTION NO. FWHFC-2015-04 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING A CHANGE TO A LIMITED LIABILITY COMPANY ORGANIZATIONAL STRUCTURE FOR THE DEVELOPMENT OF THE RESERVE AT QUEBEC APARTMENTS, AUTHORIZING THE RESERVE AT QUEBEC GP, LLC TO ACT AS MANAGING MEMBER OF THE RESERVE AT QUEBEC, LLC, ADMITTING TARRANT COUNTY HOUSING PARTNERSHIP, INC. AS A SPECIAL MEMBER TO THE COMPANY, AND APPROVING A CONTRACT WITH THE CITY OF FORT WORTH FOR $3,500,000.00 IN HOME FUNDS FOR THE DEVELOPMENT 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 Corporation Act to facilitate the development of decent, safe quality, affordable, and accessible housing for low and moderate income City residents through lending and construction activities; WHEREAS, on January 6, 2015, the Board of the Corporation approved certain agreements with MV Residential Development, LLC ("MV"), an affiliate of the Miller - Valentine Group, for the development of the Reserve at Quebec Apartments, a 296-unit mixed income multifamily rental project to be located near the intersection of Buda Lane and Northwest Centre Drive (the "project"). MV applied for 2015 Non -Competitive 4% Housing Tax Credits from the Texas Department of Housing and Community Affairs and multifamily revenue bonds from the Tarrant County Housing Finance Corporation as part of the financing for the project; WHEREAS, pursuant to those resolutions, the Corporation created Reserve at Quebec GP, LLC, a Texas limited liability company and single purpose entity (the "GP LLC"), to be the general partner of Reserve at Quebec, LP, a Texas limited partnership that would construct, own, and manage the development (the "LP"). The Corporation is the Sole Member of the GP, LLC, and empowered to act on its behalf. In addition the Board approved the purchase of the land for the project by the Corporation and a long term ground lease of the land by the Corporation to the LP for the improvements; WHEREAS, it is necessary that the ownership structure of the project be changed from a limited partnership to a limited liability company due to concerns with the bond application, and the City has requested that Tarrant County Housing Partnership, Inc. ("TCHP"), a Community Housing Development Organization ("CHDO"), be admitted into the ownership structure of the project to assist the City in meeting its CHDO spending and commitment goals for the use of City's HOME funds; WHEREAS, MV has formed Reserve at Quebec, LLC, a Texas limited liability company (the "Company"), to construct, own and manage the project and to be the borrower on the loans. The GP LLC will be admitted to the Company as the Managing Member, TCHP will be admitted as a Special Member, an equity investor will be RESOLUTION NO, FWHFC-2015-04 PAGE 2 admitted as the Investor Member and MV Reserve at Quebec LLC, an affiliate of MV, will be admitted as a Special Member; WHEREAS, the City receives grant funds from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program ("HOME"), with which the City promotes activities that expand the supply of affordable housing and develop partnerships with neighborhood -based nonprofit housing organizations to benefit low and very low income City citizens by providing them with affordable housing; WHEREAS, on March 3, 2015, the City Council approved a contract with the Company for $3,500,000.00 of HOME funds for two subordinate loans for a portion of the acquisition and construction costs of the project (M&C C-27220); WHEREAS, the GP LLC and the Corporation, acting on their own behalf and on behalf of the Company, will apply for a loan from Dougherty Mortgage LLC for construction and permanent financing for the project; and WHEREAS, the Board of the Corporation desires to approve all actions necessary to change the ownership structure of the project from a Texas limited partnership to a Texas limited liability company; approve the GP LLC acting as the Managing Member of the Company; approve the admission of TCHP as a Special Member of the Company; approve and accept a contract between the Company and the City of Fort Worth for $3,500,000.00 of HOME funds in the form of two subordinate loans for the project; approve the application by the Company to Dougherty Mortgage LLC for a mortgage loan for construction and permanent financing for the project; and, approve all other actions necessary for the development of the Reserve at Quebec Apartments; and WHEREAS, the Board of the Corporation adopts the following Resolutions as the Resolutions of the Corporation acting on behalf of the GP LLC in its own capacity and in its capacity as Managing Member of the Company: NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: 1. THAT the Board approves the change in the ownership structure for the development of the Reserve at Quebec Apartments (the "project") from a Texas limited partnership to a Texas limited liability company to be known as Reserve at Quebec, LLC (the "Company"). 2. THAT the Board authorizes the Reserve at Quebec GP, LLC (the "GP LLC") to act as Managing Member of the Company and to manage the Company in all respects subject to the provisions of the Texas Business Organizations Code and the Company's Operating Agreement as may be amended and restated from time to time. RESOLUTION NO. FWHFC-2015-04 PAGE 3 3. THAT the Board approves the admission of the GP LLC into the Company as Managing Member, and further approves the negotiation, execution and delivery of an amendment of the Company's Operating Agreement, as necessary, to admit Tarrant County Housing Partnership, Inc. as a Special Member and the Investor Member and any additional Special Members, as necessary, to facilitate the financing and development of the project. 4. THAT the Board authorizes the GP LLC to review, approve, execute, deliver and submit any and all documents, instruments, and other writings of every nature whatsoever as the GP LLC deems necessary for the Company to obtain the desired Housing Tax Credits and the issuance of the multifamily bonds by the Tarrant County Housing Finance Corporation, including but not limited to an Indenture of Trust, Bond Purchase Agreement, and Regulatory and Land Use Restriction Agreement in its individual capacity and on behalf of the Company, in order to consummate the transactions described in this Resolution on behalf of itself and the Company. 5. THAT the Board approves the execution and delivery of a contract by and between the City of Fort Worth (the "City") and the Company for up to $3,500,000.00 of the City's HOME Investment Partnerships Program ("HOME") funds in the form of two subordinate loans in order to provide a portion of the funding for acquisition and construction costs for the project (the "HOME Contract") and for the Company to undertake all activities necessary to fulfill the requirements of the HOME regulations for affordable housing development. 6. THAT the Board approves the Company's application for a construction and permanent loan for the project from Dougherty Mortgage LLC and approves the delivery and execution of all mortgage loan documents as the Corporation, acting on behalf of the GP LLC and the Company, may deem advisable, necessary or required for the debt financing for the project, and that the mortgage loan documents in each and every respect are approved and authorized. 7. THAT Jesus J. Chapa, General Manager of the Corporation, or Cynthia Garcia, the 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 in order to finance and develop the project. 8. That any actions taken by the Company and the GP LLC, and any actions taken by the Corporation, acting on behalf of the Company and the GP LLC, in connection with the financing and development of the project, are hereby ratified and confirmed as valid actions of the Company, the GP LLC and the Corporation, as applicable, effective as of the date such actions were taken. 9. THAT these Resolutions take effect from the date of their adoption. RESOLUTION NO. FWHFC-2015-04 PAGE 4 AND IT IS SO RESOLVED. Adopted March 3, 2015. FORT R HHS NG FINANCE CORPORATION Bti y: Salvador Espifio, Presidbnt