Loading...
HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2011-23RESOLUTION NO. FWHFC-2011-23 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS AUTHORIZING A DEVELOPMENT AGREEMENT WITH NRP HOLDINGS LLC, NRP INVESTMENTS CORP. AND NRP CONTRACTORS LLC FOR THE TERRELL HOMES I PROJECT, AND AUTHORIZING THE COPORATION TO ACT AS GUARANTOR FOR 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 February 2, 2010, the Board approved and accepted a Memorandum of Understanding (the "MOU") with NRP Holdings LLC ("NRP") for the development of approximately fifty-four (54) units of single family rental housing located on scattered sites in the Terrell Heights neighborhood to be known as the Terrell Homes I project (the "Project") which has been awarded tax credits by the Texas Department of Housing and Community Affairs ("TDHCA"), approved 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 October 14, 2010, the Corporation created the Terrell Homes GP, LLC, a Texas limited liability company (the "GP"), which is the general partner of Terrell Homes, Ltd., a Texas limited partnership (the "Partnership"), which was organized to acquire, construct, control and maintain the Project; WHEREAS, on December 7, 2010, the Board approved various actions relating to the creation and operation of the GP; WHEREAS, the Corporation is the sole member of the GP; WHEREAS, on June 23, 2011, the Corporation entered into the MOU with NRP setting forth in more detail the agreement for the development of the Project which among other things, provided that the Corporation provide certain guarantees pertaining to the financing, development and operation of the Project and delivery of the tax credits; RESOLUTION NO. FWHFC-2011-23 PAGE 2 WHEREAS, on June 7, 2011, the Board approved the acquisition from the Partnership of fee ownership of 62 lots in the Terrell Heights neighborhood for the Project (the "Land") and a Ground Lease with the Partnership for the Land; WHEREAS, the Corporation and the Partnership have negotiated and agreed to a consideration of $1,100,000.00 for the Land and rent of $1,100,000.00 for the first year of the Ground Lease and $100.00 per year thereafter; WHEREAS, the MOU provided that its provisions with respect to the Project will be superseded when the Corporation and NRP and their respective affiliates, as applicable, enter into definitive agreements with respect to the governance of the Partnership and the development, construction, financing and operating of the Project ; WHEREAS, the Corporation, as developer of the Project, desires to enter into a master agreement with NRP Management LLC, NRP Holdings LLC, NRP Contractors LLC (the "NRP Parties") and the GP with respect to roles and responsibilities of the parties for the governance of the Partnership and the development, construction, financing and operating of the Project (the "Master Agreement"); WHEREAS, the Corporation, as developer of the Project, desires to enter into a development agreement with the Partnership for services to be provided by the Corporation during the development, construction and initial operating phases of the Project (the "Development AgreemenY'); 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 Sterling Bank in amounts up to $9,300,000.00 for construction financing and $2,000,000.00 for permanent financing (collectively, the "Sterling Bank Loans"); WHEREAS, Sterling Bank requires that the Corporation guarantee repayment of the conshuction loan; WHEREAS, the GP desires to admit RBC Tax Credit Equity, LLC ("RBC") as Limited Partner ("RBC"); RBC Tax Credit Manager, Inc. as Special Limited Partner and Rodney Simon as Class A Limited Partner (collectively, the "Limited Partners") to the Partnership and to amend and restate the agreement of limited partnership (the "Partnership Agreement") in order to facilitate tax credit equity funding for the Project; WHEREAS, RBC has required the Corporation to guaranty the GP's obligations under the Partnership Agreement and the developer's obligations under the Development Agreement as a condition to its entering into the Partnership and the Partnership Agreement with the GP; � RESOLUTION NO. FWHFC-2011-23 PAGE3 WHEREAS, the Corporation and the GP have negotiated and required that the Partnership execute and deliver a purchase option and right of first refusal for the Project (the "Purchase AgreemenY') to allow the Corporation to purchase the Project at an agreed upon price to continue to operate it as low income housing under the terms of the TDHCA Regulatory Agreement; and WHEREAS, the Board of the Corporation desires to authorize the Corporation to enter into the Master Agreement, the Development Agreement and the Purchase Agreement and to provide all necessary guarantees for the financing 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 for a consideration of $1,100,000.00; GROUND LEASE RESOLVED, that the Corporation is authorized to lease the Land to the Partnership for rent in the amount of $1,100,000.00 for the first year of the leasehold and $100.00 per year thereafter through the end of the lease term; MASTER AGREEMENT RESOLVED, that the Corporation is hereby authorized to enter into a Master Agreement with the NRP Parties and the GP; FURTHER RESOLVED, that the Corporation is authorized to negotiate, execute and deliver a Master Agreement and any other documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for the governance of the Partnership and the development, construction, iinancing and operating of the Project (collectively, the "Master Agreement Documents"); and that the Master Agreement Documents in each and every respect are approved and authorized; DEVELOPMENT AGREEMENT RESOLVED, that the Corporation is hereby authorized to enter into a Development Agreement with the Partnership; 3 RESOLUTION NO. FWHFC-2011-23 PAGE 4 FURTHER RESOLVED, that the Corporation, as 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 "Development Documents"); and that the Development Documents in each and every respect are approved, authorized, ratified and confirmed; GUARANTEES RESOLVED, that the Corporation is hereby authorized to negotiate, execute and deliver a guarantee of the construction loan for the Project in favor of Sterling Bank; RESOLVED, that the Corporation is hereby authorized to negotiate, execute and deliver guarantees of construction completion, operating expenses, tax credit delivery and tax credit compliance for the Project in favor of RBC; RESOLVED, that the Corporation is hereby authorized to negotiate, execute and deliver any other guarantees that may be required in conjunction with construction, or permanent or equity financing of the Project; RESOLVED, that the Corporation is hereby authorized to negotiate, execute and deliver environmental indemnification agreements in connection with the iinancing of the Project; FURTHER RESOLVED, that the Corporation, in connection with the guarantees, any environmental indemnification agreements and related transactions contemplated thereby (collectively, the "Guarantees"), is authorized to negotiate, execute and deliver all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required for the Guarantees and that the Guarantees in each and every respect are approved and authorized; PURCHASE AGREEMENT RESOLVED, that the Partnership is hereby authorized to enter into the Purchase Agreement with the GP and the Partnership to allow the Corporation to purchase the Project; FURTHER RESOLVED, that the Corporation is authorized to negotiate, execute and deliver the Purchase Agreement and any other documentation of every nature whatsoever as the Corporation may deem advisable, necessary, desirable, or required to continue the operation of the Project as low—income housing as provided in the Partnership Agreement and to carry into effect the intent of these Resolutions; and that the Purchase Agreement in each and every respect is hereby approved and authorized; 4 RESOLUTION NO. FWHFC-2011-23 PAGE 5 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 Master Agreement Documents, the Development Documents, the Guarantees, the Purchase Agreement, and all such agreements, affidavits, 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 approved, 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; 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 development and financing 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 talcen by the Corporation, Tom 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 talcen. These Resolutions shall talce effect on the date of their adoption. 5 RESOLUTION NO. FWHFC-2011-23 PAGE 6 AND IT IS SO RESOLVED. Adopted October 4, 2011. FORT WORT�II3,OU$I�TGJ�TNANCEi �ORPORATION : Vice President