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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2011-11RESOLUTION NO. FWHFC-2011-11 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION APPROVING ACTIONS OF THE CORPORATION AS SOLE MEMBER OF RACE STREET LOFTS GP, LLC THE GENERAL PARTNER OF RACE STREET LOFTS, LTD., APPROVING ALL ACTIONS NECESSARY FOR THE ACQUISITION, FINANCING AND DEVELOPMENT OF THE RACE STREET LOFTS, AND RATIFYING ALL ACTS PREVIOUSLY TAKENBY THE CORPORATION, THE GENERAL PARTNERS 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 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 partnershzp (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 Corporation and NRP for the development of the project (the "MOU") which among other things, provided for a loan of HOME funds from the City to the Partnership approved by the City Council on June 22, 2010 in M&C C-24290; RESOLUTION NO. I�'WHFC-2011-11 PAGE 2 WHEREAS, the Corporation is the sole member of the GP; WHEREAS, on March 31, 201 l, 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 "Project"); WHEREAS, on March 31, 2011, the Partnership entered into a HOME Loan in the amount of $1,412,584.00 (the "HOME Loan") with the City as its lender pursuant to the MOU, in order to provide further debt financing for the acquisition of the Land and the development, construction, and operation of the Project; 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 Partnership desires to enter into a development agreement (the "Development Agreement") for the development of the Project with NRP Holdings LLC and the Corporation as its Co-Developers under the authority of the MOU; WHEREAS, the Partnership, in order to provide debt financing for the development, construction, and operation of the Project, desires to negotiate the terms of, and to enter into, construction and permanent loans from Bank of America, N.A. ("BoA") in the amount up to $4,041,406.00 in construction financing and up to $1,235,000.00 in permanent financing (collectively, the "BoA Loans"); WHEREAS, the GP desires to admit Bank of America, N.A., a National Banking Association, as investor limited partner; Bank of America CDC Special Holding Company, Inc., a North Carolina Corporation, as Special Limited Partner; and NRP Race Street LLC, a Texas limited liability company, as Class B Limited Partner (collectively, the "Limited Partners") to the Partnership, in order to facilitate the Project through the use of tax credits awarded by the TDHCA as an equity funding source; and the GP desires to ainend and restate the agreement of limited partnership for the Partnership, in order to so admit the Limited Partners and to facilitate tax credit equity financing for the Project; RESOLUTION NO. FWHFC-2011-11 PAGE 3 WHEREAS, the Partnership, in order to provide further debt financing for the development, construction, and operation of the Project, desires to negotiate the terms of, and to enter into a HOME Match Loan in the amount of up to $250,000.00 (the "HOME Match Loan") with the City as its lender; WHEREAS, the Partnership, in order to provide further debt financing for the development, construction, and operation of the Project, desires to negotiate the terms of, and to enter into, a loan of up to $140,000.00 (the "LNC Loan") from the Lifestyle Neighborhoods Corporation ("LNC") as lender; 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: 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 Agreement of Limited Partnership for the Partnership; FURTHER RESOLVED, that the GP is authorized to negotiate, execute and deliver an Amended and Restated Agreement of Limited Partnership for the Partnership, by which, among other things, the Limited Partners are admitted into the Partnership and NRP Holdings, LLC withdraws as a limited partner, 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 such Equity Documents are hereby approved and authorized; CONVEYANCE RESOLVED, that the Partnership is authorized to transfer the fee ownership of the Land to the Corporation; RESOLUTION NO. FWHFC-2011-11 PAGE 4 FURTHER RESOLVED, that the Partnership is authorized to negotiate, execute and deliver a deed conveying fee ownership of the Land to the Corporation and to negotiate, 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, acting on behalf of the GP and the Partnership, 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 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, a Memorandum of Lease, and 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 AGREEMENT RESOLVED, that Partnership is hereby authorized to enter into a Development Agreement with NRP Holdings, LLC and the Coiporation; FURTHER RESOLVED, that the Partnership, as Project owner, is authorized to negotiate, execute and deliver a Development Agreement and any 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; C • :�iC�7_\�f.Yi RESOLUTION NO. FWHFC-2011-11 PAGE 5 RESOLVED, that the Partnership is hereby authorized to enter into construction loan and permanent debt financing for the Project with BoA; FURTHER RESOLVED, that the Partnership and the GP, in connection with the BoA Loans and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver the BoA Loans' deed(s) of trust, affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the "BoA 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 BoA Loans, in amounts not to exceed $4,041,406.00 in construction financing and $1,235,000.00 in permanent financing; and that the BoA Documents in each and every respect are approved and authorized; HOME LOAN: RESOLVED, that Partnership is hereby authorized to enter into the HOME Loan for the Project; RESOLVED, the Partnership and GP are authorized to negotiate, execute and deliver various documents relating to the HOME Loan, including but not limited to a Note, Fee Deed of Trust, Security Agreement and Financing Statement (to be replaced by a Leasehold Deed of Trust, Security Agreement and Financing Statement at construction loan closing), Subordination Agreement, and financing statements, security agreements, affidavits, certifications, consents, settlement statements, and various other writings and documentation whatsoever (collectively, the "HOME 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 HOME Loan, and that the HOME Documents in each and every respect are approved, authorized, ratified and confirmed; HOME MATCH LOAN: RESOLVED, that Partnership is hereby authorized to enter into the HOME Match Loan for the Proj ect; RESOLUTION NO. FWHFC-2011-11 PAGE 6 RESOLVED, the Partnership and GP are authorized to negotiate, execute and deliver various documents relating to the HOME Match Loan, including but not limited to a Note, Fee Deed of Trust, Security Agreement and Financing Statement (to be replaced by a Leasehold Deed of Trust, Security Agreement and Financing Statement at construction loan closing), Subordination Agreement, and iinancing statements, security agreements, afiidavits, certifications, consents, settlement statements, and various other writings and documentation whatsoever (collectively, the "HOME Match Documents") as the as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for the financing of the HOME Match Loan, and that the HOME Match Documents in each and every respect are approved and authorized; LNC LOAN: RESOLVED, that Partnership is hereby authorized to enter into the LNC Loan for the Proj ect; RESOLVED, the Partnership and GP are authorized to negotiate, execute and deliver various documents relating to the LNC Loan, including but not limited to a Note, Deed of Trust, Subordination Agreement, and financing statements, security agreements, affidavits, certifications, consents, settlement statements, and various other writings and documentation whatsoever (collectively, the "LNC Documents") as the as the Corporation, acting on behalf of the GP and the Partnership, may deein advisable, necessary, desirable, or required for the financing of the LNC Loan, and that the LNC Documents in each and every respect are 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 sole 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 Equity Documents, the Conveyance Documents, the Lease Documents, the Development Documents, the BoA Documents, the HOME Documents, the HOME Match Documents, the LNC Documents, and all such agreements, affidavits, security instruments, notes, deeds of trust, assignments, iinancing statements, documents, instruments, consents, applications, certifications, and other writings of every nature whatsoever as the RESOLUTION NO. FWHFC-2011-11 PAGE 7 Corporation deems necessary to consummate the closing of the transactions contemplated by these Resolutions (collectively, the "Closing Documents"), hereby in each and every respect are authorized, ratified, and confirmed; FURTHER RESOLVED, that Tom 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 talce 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, or Jesus J. Chapa, such actions are hereby ratified and coniirmed 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. R�SOLUTION NO. FWHFC-2011-11 PAGE 8 AND IT IS SO RESOLVED. Adopted May 3, 2011. FORT WORTH HOUSING FINANCE CORPORATION By: � , �,� �' h ��l�, Kathleen Hicks, President