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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-16RESOLUTION NO. FWHFC-2023-16 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING AN AGREEMENT WITH OVERLAND COMMUNITIES GROUP, LLC FOR THE DEVELOPMENT OF THE CLIFTON RIVERSIDE APARTMENTS, AGREEING TO PARTICIPATE IN CLIFTON RIVERSIDE GP, THE GENERAL PARTNER OF OPG CLIFTON RIVERSIDE PARTNERS, LLC, THE PARTNERSHIP ENTITY DEVELOPING, OWNING AND MANAGING THE DEVELOPMENT, AND APPROVING ALL RELATED ACTIONS REQUIRED FOR MULTIFAMILY DEVELOPMENT WHEREAS, the City Council of the City of Fort Worth ("City") 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 residents in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, Overland Communities Group, LLC ("OCG) is a Delaware limited liability company and affiliate of Overland Property Group, LLC ("OPG"), a Delaware limited liability company that is a developer of affordable housing; WHEREAS, OPG Clifton Riverside Partners, LLC ("OPG Clifton"), will be converted to a limited partnership (the "Partnership") and serve as the entity that will acquire, develop, and manage an approximately 2.75-acre site located at 2406 and 2412 East Belknap for the development of approximately 94 units of multifamily housing to be known as Clifton Riverside Apartments (the "Project"); WHEREAS, the Partnership received 2021 Competitive (9%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") for the Project, and has requested the Corporation's participation in the development by (i) serving as co -developer and (ii) being the sole member of a to be formed LLC (the "Company") that will serve as the general partner ("GP") of the Partnership; WHEREAS, the Project will include approximately 15 market rate units with the remaining units affordable to households making at or below 60% of area median income; WHEREAS, the Board of the Corporation (the "Board") desires to negotiate, approve and accept a master agreement and an agreement of limited partnership ("LPA") describing the roles and responsibilities of the parties and the terms for the development, ownership and management of the Project, and to approve and accept other agreements relating to the construction and management of the Project; RESOLUTION NO. FWHFC-2023-16 PAGE 2 WHEREAS, the Company will be a Texas limited liability company formed for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code, which are incidental, necessary or appropriate to carry out the purposes of its member including providing affordable housing to low-income persons or families, including, but not limited to (i) owning, developing, managing, and otherwise dealing with affordable housing projects located in Tarrant County, Texas under TDHCA's Housing Tax Credit program; and (ii) becoming a partner or member of a partnership or limited liability company formed for such purposes; WHEREAS, the Board desires to approve (i) the conversion of OPG Clifton to a limited partnership; (ii) all actions necessary for the Corporation to become the sole member of the Company; (iii) the Company serving as the GP of the Partnership; and (iv) all actions necessary to fulfill the terms of the master agreement; and WHEREAS, in connection with the transactions contemplated by these resolutions, the Board adopts the following resolutions in connection with the master agreement and other related agreements; and as the sole member of the Company, approves the conversion of OPG Clifton and all related actions required of the Company to act as GP, of the Partnership. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: Master Agreement RESOLVED, that the Board approves the execution and delivery of a master agreement for the purpose of developing the Project, and agrees to execute such further agreements as necessary to fulfill the terms of the master agreement, including but not limited to agreements relating to development, construction, ownership, and management of the Project; Certificate of Formation RESOLVED, that the Company will be formed to serve as the general partner of the Partnership and such action is hereby approved; RESOLVED FURTHER, that the Partnership will develop, maintain, operate, lease, dispose of and otherwise deal with the Project in accordance with any applicable regulations, and the provisions of its LPA; RESOLVED, the conversion, formation, and/or ratification of the Partnership is hereby approved; RESOLVED FURTHER, that the Board approves the admission of the Corporation into the Company as its sole member; RESOLUTION NO. FWHFC-2023-16 PAGE 3 RESOLVED, that the Certificate of Filing of the Partnership filed with the Secretary of State of the State of Texas, and a copy of its Certificate of Formation as returned by the Secretary of State upon filing shall be inserted into the minute book of the Partnership. Adoption of Partnership Agreement RESOLVED, that the execution and delivery of a LPA is hereby approved and upon its execution and delivery, is hereby adopted as the LPA of the Partnership; RESOLVED FURTHER, that the Company, as general partner of the Partnership, is directed to certify a copy of the adopted LPA and insert it in the minute book of the Partnership, and to maintain it in the principal office of the Partnership, open for inspection by any partner of the Partnership, or by any officer or member of the Company, at all reasonable times during office hours. Management of the Partnership RESOLVED, that the Company is hereby authorized to serve as the general partner of the Partnership and to manage the Partnership in all respects, subject to the provisions of the Texas Business Organizations Code and the LPA, as it may be amended from time to time. Banking Authority RESOLVED, that the Company is hereby authorized and directed to execute and deliver on behalf of the Partnership such form resolutions of any state or national banking institution that the Company or Partnership may select (the "Bank"), as may be required to establish whatever checking accounts and borrowing accounts the Company shall deem necessary and appropriate for and on behalf of the Partnership; RESOLVED FURTHER, that the Company is hereby authorized to certify to the Bank that these Resolutions have been duly adopted and to verify to the Bank the names and specimen signatures of the Partnership authorized hereby to sign, and if and when any new authorized persons are elected, to verify the fact of the change and the name and specimen signature of the Partnership; RESOLVED FURTHER, that this Resolution and the form resolutions to which it is applicable shall continue in full force and effect until official written notice of the rescission thereof by the Partnership has been given to the Bank. Authorization to Seek Financing RESOLVED, that the Company, in its capacity as the general partner of the Partnership, is hereby authorized, empowered, and directed to review, approve, execute, RESOLUTION NO. FWHFC-2023-16 PAGE 4 deliver and submit any and all documents, instruments and other writings of every nature whatsoever as the Company deems necessary for the Partnership to obtain the desired Housing Tax Credits and other financing, including refinancing the permanent debt for the development and operation of the Project, in its own individual capacity, and on behalf of the Partnership, in order to consummate the transactions described in this Resolution on behalf of the itself and the Partnership. General Authori RESOLVED, that the Company is hereby authorized to do any and all acts and things and to execute and deliver any and all agreements, consents, and documents as in its opinion, or in the opinion of counsel to the Company, may be necessary or appropriate in order to carry out the purposes and intent of any of the foregoing resolutions. Signatory Authority RESOLVED, that Fernando Costa, the General Manager of the Corporation, or Victor Turner, Assistant General Manager of the Corporation, or their duly appointed successors, are each authorized to execute and deliver any documents or agreements necessary to implement these resolutions. R atifiration RESOLVED, that the signing of these resolutions shall constitute full ratification of any actions taken in contemplation of these resolutions by the signatories. BE IT FURTHER RESOLVED, that all actions heretofore taken by the 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 and confirmed in all respects. RESOLVED, that these resolutions shall be in full force and effect from and upon their adoption. ADOPTED April 25, 2023. RESOLUTION NO. FWHFC-2023-16 PAGE 5 FORT WORTH HOUSING FINANCE CORPORATION Carlos Flores President Attest: Jannette S. Goodall Corporate Secretary