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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-01RESOLUTION NO. FWHFC-2014-01 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS SOLE MEMBER OF DECATUR-ANGLE GP LLC, THE GENERAL PARTNER OF DECATUR-ANGLE LTD., APPROVING ALL ACTIONS NECESSARY FOR THE ACQUISITION, FINANCING AND DEVELOPMENT OF THE DECATUR-ANGLE APARTMENTS, AND RATIFYING ALL ACTS PREVIOUSLY TAKEN BY THE CORPORATION, THE GENERAL PARTNER OR THE PARTNERSHIP 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, on August 6, 2013, the Board of the Corporation approved an agreement with NRP Holdings LLC ("NRP") to develop the Decatur -Angle Apartments, a 302-unit multifamily affordable housing development located at Angle Avenue and Old Decatur Road. The Corporation agreed to participate in the project by creating Decatur -Angle GP LLC, a single purpose entity to serve as general partner of Decatur -Angle Ltd., the partnership that will own the project. NRP applied for non-competitive 4% Housing Tax Credits as well as multifamily revenue bonds from the Texas Department of Housing and Community Affairs ("TDHCA") to finance a portion of the costs of the project; WHEREAS, on August 6, 2013, the Board also approved various actions relating to the creation and operation of the GP and other actions necessary for the development of the project; WHEREAS, on October 15, 2013, the Corporation created Decatur -Angle GP LLC, a Texas limited liability company (the "GP"), to be the general partner of Decatur -Angle Ltd., a Texas limited partnership (the "Partnership"), which was organized to acquire, construct, develop, improve, operate, control and maintain the project; WHEREAS, on January 3, 2014, the Corporation entered into a Letter Agreement with NRP setting forth in more detail the agreement between the Corporation and NRP for the development of the project (the "Letter Agreement"); WHEREAS, the Corporation is the sole member of the GP; RESOLUTION NO. FWHFC-2014-01 PAGE 2 WHEREAS, the Partnership has contracted to acquire 15.182 acres of land, more or less, located at the intersection of Angle Avenue and Old Decatur Road (the "Land"), on which improvements will be constructed and operated (the "Project") and has assigned 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 NRP, an NRP affiliate and the Corporation, as provided in the Letter Agreement; WHEREAS, the Letter Agreement, as part of the funding sources for the Project, provided for a loan of HOME funds from the City to the Partnership as approved by the City Council on August 20, 2013 in M&C C-26387; WHEREAS, the Partnership and the City entered into City Secretary Contract No. 45055 which provided for a loan of $1,000,000.00 of HOME funds to the Partnership in order to provide further debt financing for the Project (the "HOME Loan"); WHEREAS, on January 23, 2014, the TDHCA as Issuer approved the issuance of its Texas Department of Housing and Community Affairs Multifamily Housing Revenue Bonds (Decatur -Angle Apartments), Series 2014 in the amount of $23,000,000.00 (the "Bonds") pursuant to a Trust Indenture between Issuer and Wilmington Trust, National Association, as Trustee (the "Bond Trustee"), for the purpose of obtaining funds to finance the Project; WHEREAS, the 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, in connection with the Bonds, Bank of America, N.A. (the `Bank") will issue an irrevocable stand-by construction letter of credit ("Letter of Credit") to further secure the Bond Loan through stabilization of the Project to be evidenced by a Reimbursement Agreement between the Bank and the Partnership (the "Reimbursement Agreement") and secured by a second mortgage lien Leasehold Deed of Trust, Assignment, Security Agreement, and Fixture Filing with Joinder of Fee Owner (the "Reimbursement Deed of Trust"); WHEREAS, the GP desires to admit Bank of America, N.A., a National Banking Association, as Limited Partner; Bank of America CDC Special Holding Company, Inc., a North Carolina Corporation, as Special Limited Partner; and, NRP Decatur -Angle SLP LLC, a Texas limited liability company, as Class B Limited Partner (collectively, the "Limited Partners") to the Partnership, in order to facilitate the Project through the use of tax credits awarded by the TDHCA as an equity funding source; and the GP desires to amend and restate the agreement of RESOLUTION NO. FWHFC-2014-01 PAGE 3 limited partnership for the Partnership, in order to so admit the Limited Partners and to facilitate tax credit equity financing for the Project; WHEREAS, the Board of the Corporation adopts the following Resolutions, as the 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: NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: GROUND LEASE RESOLVED, that the Partnership is authorized to lease the Land from the Corporation; 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, 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; DEVELOPMENT AGREEMENTS RESOLVED, that Partnership is hereby authorized to enter into a Development Fee Agreement for the Project with NRP, an affiliate of NRP and the Corporation as 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 documentation of every nature whatsoever as the Corporation, acting on behalf of the GP and the 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 confirmed; HOME LOAN: RESOLVED, that Partnership is hereby authorized to enter into the HOME Loan for the Proj ect; RESOLVED, the Partnership and GP are authorized to negotiate, execute and deliver various documents relating to the HOME Loan, including but not limited to a Note, Leasehold Deed of Trust, Security Agreement and Financing Statement, Subordination Agreement, and financing statements, security agreements, affidavits, certifications, consents, settlement statements, and various other writings and documentation whatsoever (collectively, the "HOME Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem RESOLUTION NO. FWHFC-2014-01 PAGE 4 advisable, necessary, desirable, or required for the financing of the HOME Loan, and that the HOME Documents in each and every respect are approved, authorized, ratified and confirmed; BOND LOAN: RESOLVED, that the Partnership is hereby authorized to enter into a mortgage loan for construction and permanent debt financing for the Project with TDHCA; 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 $23,000,000.00 in construction and permanent financing; and that the Bond Loan Documents in each and every respect are approved and authorized; BANK LETTER OF CREDIT RESOLVED, that the Partnership is hereby authorized to enter into the Letter of Credit as part of the financing of the Project; FURTHER RESOLVED, that the Partnership and the GP, in connection with the Letter of Credit and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver the Letter of Credit, the Reimbursement Agreement, the Reimbursement Deed of Trust, 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 "Bank Second Mortgage Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for the Letter of Credit, in the original aggregate principal amount not to exceed $23,128,577.00; and that the Bank Second Mortgage Documents in each and every respect are approved and authorized; PARTNERSHIP AGREEMENT: 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 other things, the Limited Partners are admitted into the Partnership and to negotiate, execute and RESOLUTION NO. FWHFC-2014-01 PAGE 5 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 desirable to carry into effect the intent of these Resolutions (collectively, the "Equity Documents"); and that the Equity Documents are hereby approved and authorized; ALL CLOSING DOCUMENTS AND AUTHORITY: RESOLVED, that the Corporation, acting in its own capacity and in its capacity as the sole member of the GP, the sole 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 HOME Documents, the Bond Loan Documents, the Bank Second Mortgage 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 T. M. Higgins, the General Manager of the Corporation, or Jesus J. Chapa, 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, the GP, or the Partnership, as applicable; FURTHER 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; 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, T.M. Higgins or Jesus J. Chapa, 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. RESOLUTION NO. FWHFC-2014-01 PAGE 6 These Resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. Adopted January 28, 2014. FORT WbRTHt1, OING F N 1�1 CORPORATION By: Danny