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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-02RESOLUTION NO. FWHFC-2014 -02 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS AUTHORIZING THE ACQUISITION OF LAND FOR THE DECATUR-ANGLE APARTMENTS LOCATED AT ANGLE AVENUE AND OLD DECATUR ROAD AND ENTERING INTO A NINETY-NINE YEAR GROUND LEASE WITH DECATUR-ANGLE LTD. FOR THE LAND, AND APPROVING ALL NECESSARY ACTIONS REQUIRED TO ACT AS A CO -DEVELOPER OF 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 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-2014-02 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 Corporation desires to acquire fee ownership of the Land and, as Landlord, desires to enter into a Ground Lease with the Partnership, whereby the Partnership shall have a tenant's leasehold estate in the Land; 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, as a co -developer, the Corporation desires to enter into a Development Fee Agreement with NRP, an NRP affiliate and the Partnership as well as other agreements for the development of the Project as provided in the Letter Agreement or otherwise necessary or advisable; WHEREAS, the TDHCA as Issuer has approved the issuance of its Texas Department of Housing and Community Affairs Multifamily Housing Revenue Bonds (Decatur -Angle Apartments), Series 2014 in the original principal amount of $23,000,000.00 (the "Bonds") and will loan the proceeds of the Bonds to the Partnership to finance a portion of the costs of acquiring, constructing and equipping the Project (the "Bond Loan"); 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 ("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") (collectively, the "Bank Second Mortgage Documents"); WHEREAS, as a condition precedent to issuing the Letter of Credit, the Bank has requested that the Corporation execute and deliver a Joinder of Fee Owner for the Reimbursement Deed of Trust encumbering the Corporation's fee interest in the Land to further secure the Letter of Credit for the term of the Reimbursement Agreement; WHEREAS, the Board of the Corporation desires to: authorize the acquisition of the Land and enter into a ninety-nine (99) year ground lease with the Partnership for the Land; enter into certain agreements as a co -developer for the Project; execute the Joinder of Fee Owner to the Reimbursement Deed of Trust; and, take such other actions necessary or convenient to complete the Project including those actions required to fulfill the Corporation's responsibilities set forth in the Letter Agreement. RESOLUTION NO. FWHFC-2014-02 PAGE 3 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: CONVEYANCE RESOLVED, that the Corporation is authorized to acquire fee ownership of the Land; FURTHER RESOLVED, that the Corporation is authorized to negotiate, approve, and accept a deed conveying fee ownership of the Land to the Corporation and to negotiate, approve, execute, and deliver all related property transfer documents, including any assignments, certificates, affidavits, documents, instruments, agreements, consents, statements, and various other writings and documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for such conveyance (collectively, the "Conveyance Documents"); and that the Conveyance Documents in each and every respect are approved and authorized; GROUND LEASE RESOLVED, that the Corporation is authorized to lease the Land to the Partnership; FURTHER RESOLVED, that the Corporation, as landlord, is authorized to negotiate, execute, and deliver a Ground Lease for a period of up to ninety-nine (99) years by which the Land shall be leased by the Corporation to the Partnership, as tenant, and a Memorandum of Lease, and to negotiate, execute and deliver all other documentation of every nature whatsoever as the Corporation 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 Corporation is hereby authorized to enter into a Development Fee Agreement for the Project with NRP Holdings, LLC and an NRP affiliate; FURTHER RESOLVED, that the Corporation, as co -developer, is authorized to negotiate, execute, and deliver the Development Fee Agreement along with any other documentation of every nature whatsoever as the Corporation 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 and authorized; RESOLUTION NO. FWHFC-2014-02 PAGE 4 BANK SECOND MORTGAGE DOCUMENTS RESOLVED, that Corporation is hereby authorized to execute and deliver a Joinder of Fee Owner for the Reimbursement Deed of Trust for the purpose of subjecting the Corporation's fee interest in the Land to the lien of the Reimbursement Deed of Trust; FURTHER RESOLVED, that the Corporation, in connection with the Bank Second Mortgage Documents and related transactions contemplated thereby, is authorized to negotiate, execute and deliver all such documents, instruments and other writings of every nature whatsoever as the Corporation deems necessary to secure the Letter of Credit for the term of the Reimbursement Agreement; ALL CLOSING DOCUMENTS AND AUTHORITY: RESOLVED, that the Corporation, in connection with all actions authorized in these Resolutions, and related transactions contemplated thereby, is authorized to negotiate, approve, execute, and deliver the Conveyance Documents, the Lease Documents, the Development Documents, the Joinder of Fee Owner for the Reimbursement Deed of Trust, and all such agreements, affidavits, security instruments, notes, 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 the Closing Documents in each and every respect are approved and authorized; 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; 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 of the Project, for and on behalf of the Corporation, its approval of each to be conclusively evidenced by its execution thereof, are hereby approved; RESOLUTION NO. FWHFC-2014-02 PAGE 5 FURTHER RESOLVED, that, to the extent any of the actions authorized by these Resolutions have already been taken by the Corporation or T. M. Higgins or Jesus J. Chapa, such actions are hereby ratified and confirmed as the valid actions of the Corporation, effective as of the date such actions were taken. These Resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. Adopted January 28, 2014. FOl ,