HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2014-17RESOLUTION NO. FWHFC-2014-17
RESOLUTIONS TO RATIFY AND SUPPLEMENT PREVIOUSLY APPROVED
RESOLUTIONS AUTHORIZING THE FORMATION OF ENCLAVE
WESTPORT GP, LLC AND ENCLAVE WESTPORT, LP, AND APPROVE
FINANCING AND RELATED ACTIONS IN CONNECTION WITH THE
ENCLAVE AT WESTPORT PROJECT
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, a Texas limited liability company doing business as
Integrated Housing Solutions, LLC, applied 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 Westport (the "project"), and
requested the Corporation's participation in the development by serving as co -developer
and creating a single -purpose entity, Enclave Westport GP, LLC, a Texas limited liability
company (the "Company"), to be the general partner of Enclave Westport, 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, the Partnership has entered into that certain Construction Loan
Agreement dated September 5, 2014 (the "Loan Agreement" and, together with all other
agreements, instruments, and documents ancillary to or contemplated thereby, the "Loan
Documents"), with Bank of America, N.A., a national banking association (the
"Lender"), pursuant to which the Partnership agreed to borrow from Lender, in
connection with the project and subject to the terms thereof, funds in the amount of
$31,089,220.00 (the "Loan Amount");
WHEREAS, on May 6, 2014 when the Corporation adopted resolutions in its
capacity as Sole Member of the Company approving the formation of the Company and
the Partnership and their entrance into the Loan Documents, (a) the contemplated names
of the Company and the Partnership were "Enclave Alliance GP, LLC" and "Enclave
Alliance, LP," respectively, (b) the project was known as the Enclave at Alliance and (c)
the exact Loan Amount had not yet been determined; and
RESOLUTION NO. FWHFC-2014-17
PAGE 2
WHEREAS, the Board of the Corporation adopts the following Resolutions as
the Resolutions of the Corporation acting on behalf of the Company 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:
RESOLVED, that the formation of the Company and the Partnership, and their
entrance into the Loan Documents and into all transactions contemplated thereby
(collectively, the "Transactions"), are hereby ratified, approved, confirmed and adopted
in all respects;
FURTHER RESOLVED, that in all resolutions previously adopted by the Board
of Directors of the Corporation with respect to the Loan Documents, the Transactions, or
the project, any references to "Enclave Alliance GP, LLC" or "Enclave Alliance, LP" be
and hereby are deemed to reference the Company or the Partnership, respectively, and
any references to the Enclave at Alliance shall be deemed to reference the Enclave at
Westport, the final name of the project,
FURTHER RESOLVED, that Jesus J. Chapa, the General Manager of the
Corporation, or Cynthia Garcia, the Assistant General Manager of the Corporation, or in
the absence of such officer, any other duly elected or appointed officer of the Corporation
(each, the "Executing Officer") are hereby fully authorized to do any and all acts and
things and to execute and deliver any and all agreements, consents, and documents as in
their opinion, or in the opinion of counsel to the Corporation or the Company, may be
necessary or appropriate in order to carry out the purposes and intent of any of the
foregoing Resolutions, 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 or
Company, as applicable.
RESOLVED, that the adoption of these Resolutions shall constitute full
ratification of any actions taken in contemplation of these Resolutions by or on behalf of
the Corporation.
BE IT FURTHER RESOLVED, that all actions heretofore taken by the
Corporation in its capacity as 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, ratified and confirmed
in all respects as the valid actions of the Corporation, effective as of the date such actions
were taken.
RESOLUTION NO. FWHFC-2014-17
PAGE 3
These Resolutions shall take effect on the date of their adoption.
AND IT IS SO RESOLVED.
Adopted November 11, 2014.
FORT WORTH HOUSING FINANCE CORPORATION
By: Cn12
Salvador Espino, Pr ident