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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2015-14RESOLUTION NO. FWHFC-2015-14 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS RELATED TO THE LOAN APPLICATION BY RESERVE AT QUEBEC, LLC FOR THE DEVELOPMENT OF THE RESERVE AT QUEBEC APARTMENTS AND APPROVING ALL ACTIONS REQUIRED FOR MULTIFAMILY 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 ("TDHCA"), and multifamily revenue bonds from the Tarrant County Housing Finance Corporation ("Tarrant County HFC") to finance a portion of the costs of 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, on March 3, 2015 the Board approved changing the ownership structure of the project from a limited partnership to a limited liability company due to concerns with the bond application, approved a contract with the City for $3,500,000.00 in HOME Investment Partnership Program ("HOME") funds as part of the financing for the project, and approved all activities necessary to meet the requirements of the HOME regulations for affordable housing development. The Board also approved admitting Tarrant County Housing Partnership, Inc. ("TCHP"), a Community Housing Development Organization ("CHDO"), into the limited liability company to assist the City in meeting its CHDO spending and commitment goals for the use of City's HOME funds, and an application to Dougherty Mortgage LLC for a mortgage loan for construction and permanent financing for the project; WHEREAS, MV 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, and the Board of the Corporation approved the GP LLC acting as RESOLUTION NO, FWHFC-2015-14 PAGE 2 Managing Member of the Company and admitting the GP LLC and TCHP to the Company; WHEREAS, it was later determined that TCHP could not be a part of the structure of the Company since its status as a CHDO would impact the tax exempt status of the project because CHDO property is only 50% exempt instead of 100% exempt; WHEREAS, on September 1, 2015, the Corporation, GP LLC, MV, and MV Residential Construction, Inc. entered into a Master Agreement for the development of the project setting forth the roles and responsibilities of the parties. On September 24, 2015, the Company entered into a HOME Contract with the City for the HOME funds in the form of a second lien loan of $1,500,000.00 to be repaid over a 20 year term, and a third lien forgivable deferred loan of $2,000,000.00 to run concurrently with the Affordability Period set forth in the HOME Contract for the use of the HOME funds (City Secretary Contract No. 47043); WHEREAS, the GP LLC and the Corporation, acting on their own behalf and on behalf of the Company, have applied for a 221(d)(4) loan insured by the United States Department of Housing and Urban Development ("HUD") in the approximate principal amount of $26,850,000.00 from Dougherty Mortgage LLC, a Delaware limited liability company, for a portion of the financing for the project (the "HUD Loan"). HUD requires subordinate loans that mature before the repayment of the HUD Loan to be paid out of surplus cash as defined by HUD so this change must be made to the payment terms of the City's HOME loans of $1,500,000.00 and $2,000,000.00 to the Company. Dougherty Mortgage LLC has requested that all documents and agreements relating to the HUD Loan be approved; WHEREAS, the Members of the Company desire to enter into a Third Amended and Restated Operating Agreement in order to admit WaterStone Tax Credit Fund I LLC as the Investor Member, and the Investor Member has requested that all documents and agreements relating to the use of the Housing Tax Credits awarded by TDHCA as an equity funding source for the project be approved; WHEREAS, Tarrant County HFC originally passed a resolution requesting an allocation of $20,000,000.00 for short term qualified residential rental housing bonds to fund a portion of the construction costs of the project, but the allocation now is $23,000,000.00, and the Corporation, on its own behalf and on behalf of the GP LLC as Managing Member of the Company, desires to approve the issuance of the Tarrant County Housing Finance Corporation Multifamily Housing Revenue Bonds (Reserve at Quebec Apartments) Series 2016 (the "Bonds"), and further desires to approve all related documents and agreements necessary for the issuance of the Bonds; WHEREAS, MV Residential Land LLC, an affiliate of MV, entered into a contract to purchase 15.00 acres of land, more or less, on which the project will be constructed (the "Land") and has assigned the contract to MV who in turn desires to assign the contract to the Corporation. The Company desires to enter into a Ground Lease with the Corporation whereby the Company will have a tenant's leasehold estate in the Land; RESOLUTION NO. FWHFC-2015-14 PAGE 3 WHEREAS, the Board of the Corporation desires to rescind its approval of TCHP as a Special Member of the Company; approve amendments to the HOME Contract to provide for payment of the $1,500,000.00 and $2,000,000.00 HOME loans out of surplus cash as well as any other necessary amendments from time to time; approve the terms of the HUD Loan from Dougherty Mortgage LLC and all related loan documents and agreements; approve the Third Amended and Restated Operating Agreement to admit WaterStone Tax Credit Fund I LLC as the Investor Member to the Company and approve all related equity documents and agreements; approve the issuance of the Bonds by the Tarrant County HFC and approve all related Bond documents; approve the assignment of the sales contract for the Land to the Corporation and approve the lease of the Land by the Corporation to the Company for the project; approve all other actions necessary for multifamily housing development; and, ratify all actions taken by the Corporation, the GP LLC and the Company in connection with these Resolutions and the development of the Reserve at Quebec Apartments; and WHEREAS, the Board of the Corporation adopts the following Resolutions as Resolutions of the Corporation , acting on its own behalf and 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: I THAT the Board approves the execution and delivery of an amendment to City Secretary Contract No. 47043 with Reserve at Quebec, LLC (the "Company") (the "HOME Contract") for the development of the Reserve at Quebec Apartments (the "project") to provide for payment of the $1,500,000.00 and $2,000,000.00 HOME loans out of surplus cash as that term is defined in the HOME loan documents, and approves the extension, modification and further amendment of the HOME Contract by the Company from time to time so long as such extensions, modifications and amendments are within the scope of the project and the HOME regulations, and in compliance with City ordinances and the goals and purposes of the Corporation as amended from time to time. 2. THAT the Board approves the Company's application to Dougherty Mortgage LLC for a 221(d)(4) mortgage loan insured by the United States Department of Housing and Urban Development ("HUD") in the approximate principal amount of $26,850,000.00 for the project (the "HUD Loan"), and approves the delivery and execution of all HUD Loan documents required by Dougherty Mortgage LLC and/or HUD as the Corporation, acting on behalf of Reserve at Quebec GP, LLC (the "GP LLC") and the Company, may deem advisable, necessary or required for the consummation of the HUD Loan and debt financing for the project, and that the HUD Loan documents, including but not limited to the Regulatory Agreement for Multifamily Projects between the Company and HUD (the "HUD Loan Documents"), in each and every respect are approved and authorized. RESOLUTION NO. FWHFC-2015-14 PAGE 4 3. THAT the Board approves the execution and delivery by the Company of the Company's Third Amended and Restated Operating Agreement in order to admit WaterStone Tax Credit Fund I LLC as the Investor Member and approves the execution and delivery of all equity documents and agreements required by the Investor Member as the Corporation, acting on behalf of the GP LLC and the Company, may deem advisable, necessary or required for the equity investment for the project (the "Equity Documents"), and that the Equity Documents in each and every respect are approved and authorized, 4. THAT the Board approves all actions by the Company necessary for the issuance of the Tarrant County Housing Finance Corporation Multifamily Housing Revenue Bonds (Reserve at Quebec Apartments) Series 2016 (the "Bonds"), and approves the. execution and delivery of all Bond documents and agreements required by the Tarrant County Housing Finance Corporation, the Bond Issuer, as the Corporation, acting on behalf of the GP LLC and the Company, may deem advisable, necessary or required for the issuance of the Bonds for the project (the "Bond Documents"), and that the Bond Documents in each and every respect are approved and authorized. 5. THAT the Board authorizes the lease of 15.00 acres of land, more or less (the "Land") to the Company for the project, and approves the execution and delivery by the Company of a 99 year ground lease with the Corporation for the Land and a Memorandum of Lease, approves the execution and delivery by the Company of all other necessary lease documents and agreements, including but not limited to that certain Right of First Refusal Agreement and Purchase Option Agreement (the "Lease Documents"), as the Corporation, acting on behalf of the GP LLC and the Company, may deem advisable, necessary or required for the ground lease for the project, and that the Lease Documents in each and every respect are approved and authorized. 6. THAT the Corporation, acting in its own capacity and in its capacity as the Sole Member of the GP LLC, the Managing Member of the Company, in connection with all actions authorized in these Resolutions and related transactions contemplated thereby, is authorized to negotiate, approve, execute and deliver the HOME Contract amendment and any future extensions, modifications or amendments thereof, the HUD Loan Documents, the Third Amended and Restated Operating Agreement, the Equity Documents, the Bond Documents, the Lease Documents, and all such other documents and agreements 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 are in each and every respect authorized, ratified and confirmed. RESOLUTION NO. FWHFC-2015-14 PAGE 5 7. THAT Jesus J. Chapa, General Manager of the Corporation, or the Assistant General Manager of the Corporation, or their duty appointed successors, are each authorized to execute and deliver the Closing Documents for and on behalf of the Corporation, the Company and the Gl? LLC along with any other related documents necessary to develop the Reserve at Quebec Apartments. 8. That any actions taken by the Company and the Gl? LLC, and any actions taken by the Corporation, acting on behalf of the Company and the Gl? LLC, in connection with the financing and development of the Reserve at Quebec Apartments, are hereby ratified and confirmed as valid actions of the Company, the Gl? LLC and the Corporation, as applicable, effective as of the date such actions were taken. 8. THAT these Resolutions take effect from the date of their adoption. AND IT IS SO RESOLVED. Adopted October 27, 2015. ,�V USING FORTFINANCE CORPORATION By: �e Salvador Espino, Pres ent