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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-09RESOLUTION NO. FWHFC-2014-09 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS AUTHORIZING THE ACQUISITION OF LAND FOR THE ENCLAVE AT ALLIANCE APARTMENTS LOCATED AT WESTPORT PARKWAY AND ALTA VISTA ROAD AND ENTERING INTO A NINETY-NINE YEAR GROUND LEASE WITH ENCLAVE ALLIANCE, LP 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, the Board approved an agreement with RES HIS, LLC doing business as Integrated Housing Solutions, LLC ("Integrated") to develop the Enclave at Alliance, a 339-unit mixed income multifamily housing development located at Westport Parkway and Alta Vista Road (the "project"). 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. 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 the 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 Corporation proposes to enter into a Master Agreement with Integrated setting forth in more detail the agreement between the Corporation and Integrated for the development and operation of the project (the "Master Agreement"); WHEREAS, an affiliate of Integrated has contracted to acquire 22 acres of land, more or less, located at the intersection of Westport Parkway and Alta Vista Road (the "Land"), on which RESOLUTION NO. FWHFC-2014-0 PAGE 2 the improvements will be constructed and operated and will assign 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 Integrated and the Partnership as well as other agreements for the development of the project as necessary or advisable; WHEREAS, the Board of the Corporation desires to authorize the acquisition of the Land and enter into a 99 year ground lease with the Partnership for the Land; enter into certain agreements as a co -developer for the project; 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 Master Agreement. 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 99 years by which the Land shall be leased by the Corporation to the Partnership, as tenant, as well as 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, RESOLUTION NO. FWHFC-2014-0 PAGE 3 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 RES HIS, LLC doing business as Integrated Housing Solutions, LLC and an Integrated affiliate; FURTHER RESOLVED, that the Corporation, as co -developer, 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 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; ALL CLOSING DOCUMENTS AND AUTHORITY: RESOLVED, that the Corporation, in connection with dll 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, 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 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; RESOLUTION NO. FWHFC-2014-0 PAGE 4 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; 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 May 6, 2014. FORT WORTH HOUSING FINANCE CORPORATION By: Sa vador Espino, Pres ent