Loading...
HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-07RESOLUTION NO, FWHFC-2014-07 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING AN AGREEMENT WITH RES HIS, LLC FOR THE DEVELOPMENT OF THE ENCLAVE AT ALLIANCE APARTMENTS, AUTHORIZING THE FORMATION OF ENCLAVE ALLIANCE GP, LLC AND APPROVING ALL RELATED ACTIONS REQUIRED TO ACT AS GENERAL PARTNER OF ENCLAVE ALLIANCE, LP, THE PARTNERSHIP CONSTRUCTING, OWNING AND MANAGING THE PROJECT, AND APROVING ALL RELATED ACTIONS REQUIRED FOR MULTIFAMILY DEVELOPMENT WHEREAS, the City Council of the City of Fort Worth ("City") has adopted development and revitalization of the City's affordable housing stock as a strategic goal and City citizens and the City Council have 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 Corporation 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, RES HIS, LLC doing business as Integrated Housing Solutions, LLC ("Integrated"), a Texas limited liability company, is a developer of affordable and market rate multifamily housing and has developed over 4,000 affordable housing units in Texas since 2003; WHEREAS, Integrated is applying for financing to develop approximately 339 units of mixed income multifamily housing to be located at the intersection of Westport Parkway and Alta Vista Road to be known as the Enclave at Alliance (the "project"), and has requested the Corporation's participation in the development by serving as co- developer and creating a single purpose entity to be the general partner of Enclave Alliance, LP, a Texas limited partnership (the "Partnership"), which will construct, own and manage the project, as well as taking other actions necessary for the development of the project; WHEREAS, at least 50% of the units in this project will be affordable to tenants who make at or below 80% of area median income and it will provide workforce housing in an area of the City with strong middle income job growth; RESOLUTION NO. FWHFC-2014-07 PAGE 2 WHEREAS, the Board desires to approve and accept a Master Agreement with Integrated or an affiliate for the development, ownership and management of the Enclave at Alliance, and to approve and accept other agreements with Integrated or its affiliates relating to the construction and management of the project; WHEREAS, the Board desires to approve the creation of a single purpose entity to serve as general partner for Enclave Alliance, LP, the partnership that will own the improvements, and to approve all actions necessary to obtain financing for the project, and to approve all actions necessary to fulfill the terms of the Master Agreement; WHEREAS, Enclave Alliance GP, LLC, will be a Texas limited liability company (the "Company") to be formed for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code, which are incidental, necessary or appropriate to carry out the purposes of its member including providing affordable housing to low- and moderate - income persons or families, including but not limited to (i) owning, developing, managing, and otherwise dealing with affordable and mixed income housing projects located in Tarrant County, Texas; and (ii) becoming a partner or member of a partnership or limited liability company formed for such purposes; and WHEREAS, in connection with the transactions contemplated by these Resolutions, the Board of the Corporation adopts the following Resolutions in connection with the Master Agreement and other related agreements, the applications to lenders for financing for the project, and as the Sole Member of the Company, approves the formation of the Company and all related actions required of the Company to act as General Partner for Enclave Alliance, LP, the partnership that will develop, own and manage the Enclave at Alliance. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: Master Agreement RESOLVED, that the Board approves the execution and delivery of a Master Agreement by and between RES HIS, LLC doing business as Integrated Housing Solutions, LLC, and the Corporation for the purpose of developing a multifamily development to be known as the Enclave at Alliance, and agrees to execute such further agreements as necessary to fulfill the terms of the Master Agreement including but not limited to agreements relating to financing, development, construction, ownership, and management of the project; RESOLUTION NO. FWHFC-2014-07 PAGE 3 Certificate of Formation RESOLVED, that the Certificate of Formation of Enclave Alliance, LP (the "Partnership") will be prepared and filed with the Secretary of State of the State of Texas and that the Certificate of Filing and a copy of the Certificate of Formation as returned by the Secretary of State upon filing will be inserted into the minute book of the Partnership; RESOLVED FURTHER, that the Partnership is being formed to construct, develop, renovate, repair, improve, maintain, operate, lease, dispose of and otherwise deal with the Enclave at Alliance in accordance with any applicable regulations, and the provisions of its Agreement of Limited Partnership, as it may be amended from time to time. Adoption of Partnership Agreement RESOLVED, that the execution and delivery of an Agreement of Limited Partnership is hereby approved and, upon its execution and delivery, adopted as the Agreement of Limited Partnership of the Partnership; RESOLVED FURTHER, that the Company, as general partner of the Partnership, is directed to certify a copy of the adopted Agreement of Limited Partnership, and any amendments thereto, and insert it in the minute book of the Partnership, and maintain it in the principal office of the Partnership, open for inspection by any partner of the Partnership, or by any officer or member of the Company, at all reasonable times during office hours. Payment of Organization Fees RESOLVED, that the Company is hereby authorized to pay all reasonable fees and expenses incident to and necessary for the organization of the Partnership up to $20,000.00. Banking Authority RESOLVED, that the Company be, and it hereby is, authorized and directed to execute and deliver on behalf of the Partnership such form resolutions of any state or national banking institution that the Company may select (the "Bank"), as may be required to establish whatever checking accounts and borrowing accounts the Company shall deem necessary and appropriate for and on behalf of the Partnership; RESOLUTION NO. FWHFC-2014-07 PAGE 4 RESOLVED FURTHER, that the Company be, and hereby is, authorized to certify to the Bank that these resolutions have been duly adopted and to verify to the Bank the names and specimen signatures of the Partnership authorized hereby to sign, and if and when any new authorized persons are elected, to verify the fact of the change and the name and specimen signature of the Partnership; RESOLVED FURTHER, that this resolution and the form resolutions to which it is applicable shall continue in full force and effect until official written notice of the rescission thereof by the Partnership has been given to the Bank. Management of the Partnership RESOLVED, that the Company is hereby authorized to serve as the general partner of the Partnership and to manage the Partnership in all respects, subject to the provisions of the Texas Business Organizations Code and the Agreement of Limited Partnership, as it may be amended from time to time. Authorization to Seek Financing RESOLVED, that the Company, in its capacity as the general partner of the Partnership, is hereby authorized, empowered, and directed to review, approve, execute, deliver and submit any and all documents, instruments and other writings of every nature whatsoever as the Company deems necessary for the Partnership to obtain the necessary construction and permanent financing, in its own individual capacity, and on behalf of the Partnership, in order to consummate the transactions described in this resolution on behalf of the itself and the Partnership. General Authority RESOLVED, that the Company be, and it hereby is, authorized to do any and all acts and things and to execute and deliver any and all agreements, consents, and documents as in its opinion, or in the opinion of counsel to the Company, may be necessary or appropriate in order to carry out the purposes and intent of any of the foregoing resolutions. Signatory Authority RESOLVED, that T.M. Higgins, the General Manager of the Corporation, or Jesus Chapa, Assistant General Manager of the Corporation, are authorized to execute and deliver any documents or agreements necessary to implement these resolutions. RESOLUTION NO. FWHFC-2014-07 PAGE 5 Ratification RESOLVED, that the signing of these resolutions shall constitute full ratification of any actions taken in contemplation of these resolutions by the signatories. BE IT FURTHER RESOLVED, that all actions heretofore taken by the Sole Member of the Company to carry out the intent of the foregoing resolutions, and the execution and delivery of such instruments and documents as believed to be necessary for that purpose, are hereby approved and confirmed in all respects. RESOLVED, that these Resolutions shall be in full force and effect from and upon their adoption. ADOPTED May 6, 2014. FORT WORTH HOUSING FINANCE CORPORATION By: Salvador Espino, Presid t