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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-08RESOLUTION NO. FWHFC-2014-08 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS SOLE MEMBER OF ENCLAVE ALLIANCE GP, LLC, THE GENERAL PARTNER OF ENCLAVE ALLIANCE, LP, APPROVING ALL ACTIONS NECESSARY FOR THE ACQUISITION, FINANCING AND DEVELOPMENT OF THE ENCLAVE AT ALLIANCE 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, the Board of the Corporation has approved an agreement with RHS HIS, LLC doing business as Integrated Housing Solutions, LLC ("Integrated"), a Texas limited liability company, to develop the Enclave at Alliance, a 339-unit mixed income multifamily housing development located at Westport Parkway and Alta Vista Road (the "project"); WHEREAS, the Corporation has agreed to participate in the project by creating a single purpose entity to serve as general partner of the partnership that will own the project; WHEREAS, the Corporation will create Enclave Alliance GP, LLC, a Texas limited liability company (the "GP"), to be the general partner of Enclave Alliance, LP, a Texas limited partnership (the "Partnership"), which will be organized to acquire, construct, develop, improve, operate, control, maintain and own the project; WHEREAS, the Corporation will be the Sole Member of the GP; WHEREAS, the an affiliate of Integrated has contracted to acquire 22 acres of land, more or less (the "Land"), on which the improvements will be constructed and operated and will assign 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; RESOLUTION NO. FWHFC-2014-08 PAGE 2 WHEREAS, the Partnership desires to enter into various agreements, including a Development Fee Agreement, for the development of the Project with Integrated, an affiliate of Integrated and the Corporation; WHEREAS, the GP desires to admit Integrated Alliance SLP, LLC, a Texas limited liability company and an affiliate of Integrated, as Special Limited Partner, and to admit an Investor Limited Partner (collectively, the "Limited Partners") as an equity funding source for the project and to amend and restate the agreement of limited partnership for the Partnership, in order to admit the Limited Partners; 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, as well as 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 Integrated, an affiliate of Integrated 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 agreements or 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; RESOLUTION NO. FWHFC-2014-08 PAGE 3 LOANS: RESOLVED, that the Partnership is hereby authorized to enter into mortgage loans for construction and permanent debt financing for the project (the "Loans"); FURTHER RESOLVED, that the Partnership and the GP, in connection with the Loans and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver any Loan Agreements, the Notes, Deed of Trusts, 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 "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 Loan, in the original aggregate principal amount of $35,500,000.00 in construction and permanent financing; and that the Loan 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 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 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 Loan 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; RESOLUTION NO. FWHFC-2014-08 PAGE 4 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. These Resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. Adopted May 6, 2014. FORT WORTH HOUSING FINANCE CORPORATION By: Sal Espino, P sident