HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2011-10RESOLUTION NO. FWHFC-2011-10
FORT WORTH HOUSING FINANCE CORPORATION
A RESOLUTION AUTHORIZING THE ACQUISITION OF LAND FOR THE RACE
STREET LOFTS LOCATED AT 2817 RACE STREET AND ENTERING INTO A
NINETY-NINE YEAR GROUND LEASE WITH RACE STREET LOFTS, LTD., AND
AUTHORIZING A DEVELOPMENT AGREEMENT WITH NRP HOLDINGS, LLC, TO
ACT AS CO-DEVELOPER OF THE PROPERTY
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 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, on March 2, 2010, the Board approved and accepted a letter agreement and
a contract with NRP Holdings LLC ("NRP") for the development of the Race Street Lofts, a
thirty-six (36) unit multifamily affordable housing development which has been awarded tax
credits by the Texas Department of Housing and Community Affairs ("TDHCA"), the creation
of a single purpose entity to serve as general partner of the partnership that will own the
development, and approved other actions necessary for the development of the project;
WHEREAS, on August 12, 2010 the Corporation created the Race Street Lofts GP,
LLC, a Texas limited liability company (the "GP"), which is the general partner of Race Street
Lofts, Ltd., a Texas limited partnership (the "Partnership"), which was organized to acquire,
construct, control and maintain the project;
WHEREAS, on September 14, 2010, the Board approved various actions relating to the
creation and operation of the GP;
WHEREAS, on March 31, 2011, the Corporation entered into a Memorandum of
Understanding with NRP setting forth in more detail the agreement between the Coiporation and
NRP for the development of the project (the "MOU");
WHEREAS, the Corporation is the sole member of the GP;
RESOLUTION NO. FWHFC-2011-10
PAGE2
WHEREAS, on March 31, 2011, the Partnership acquired 1.565 acres of land, more or
less, located at 2817 Race Street in the Six Points Urban Village (the "Land"), on which
improvements to be known as the Race Street Lofts will be constructed and operated (the
"Proj ect");
WHEREAS, the Partnership now desires to convey fee ownership of the Land to
the Corporation and desires to enter into a Ground Lease with the Corporation whereby the
Partnership shall have a tenant's leasehold estate in the Land;
WHEREAS, the Corporation, as Landlord, desires to enter into a Ground Lease with the
Pai-tnership, whereby the Partnership shall have a tenant's leasehold estate in the Project;
WHEREAS, as a Co-Developer, the Corporation desires to enter into a development
agreement (the "Development Agreement") for the development of the Project with NRP and the
Partnership as provided in the MOU;
WHEREAS, the Board of the Corporation desires to authorize the acquisition of the
Land from the Partnership and enter into a ninety-nine year ground lease with the Partnership for
the Land for the Race Street Lofts, and desires to enter into the Development Agreement with
NRP Holdings LLC and the Corporation as its Co-Developers for the Project.
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
from the Partnership;
FURTHER RESOLVED, that the Corporation is authorized to negotiate, approve, and
accept a deed conveying fee ownership of the Land to the Corporation from the Partnership and
to negotiate, approve, execute, and deliver all related property transfer documents, including any
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
Docuinents"); and that the Conveyance Documents in each and every respect are approved and
authorized;
R�SOLUTION NO. FWHFG2011-10
PAGE 3
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 by which the Land shall be leased by the Corporation to the
Partnership, as tenant, for a period of up to 99 years, 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 AGREEMENT
RESOLVED, that Corporation is hereby authorized to enter into a Development
Agreement with NRP Holdings, LLC and the Partnership;
FURTHER RESOLVED, that the Corporation, as co-developer, is authorized to
negotiate, execute, and deliver a Development Agreement and 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 "Developinent 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 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, 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"), hereby in each and every respect authorized and approved;
FURTHER RESOLVED, that Tom Higgins, the General Manager of the Coiporation 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 `Bxecuting 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;
RESOLUTION NO. FWHFC-2011-10
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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;
FURTHER RESOLVED, that, to the extent any of the actions authorized by these
Resolutions have already been taken by the Corporation 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 3, 2011.
FORT WORTH HOUSING FINANCE CORPORATION
By: n� ����i ��
Kathleen Hicks, President