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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-20RESOLUTION NO. FWHFC-2023-20 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING AN AGREEMENT WITH HORIZON ELOM HOLDINGS, LLC OR AN AFFILIATE FOR THE REHABILITATION OF THE NORTHILL MANOR APARTMENTS LOCATED AT 3625 KEARNEY AVENUE 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, Horizon ELOM Holdings, LLC ("HEH"), a California limited liability company, is a developer of affordable housing and has developed one affordable and mixed income multifamily property in Texas along with others around the country; WHEREAS, HEH is wholly owned by Horizon Development Consulting, LLC ("Horizon") and ELOM LLC ("ELOM"); WHEREAS, the Board of the Corporation ("Board") has been requested to approve entering into an agreement with HEH, or an affiliate, to rehabilitate the Northill Manor Apartments, a 101-unit multifamily housing development located at 3625 Kearney Avenue (the "Project"). WHEREAS, HEH, on behalf of Northill Manor Housing Partners, LP, a Texas limited partnership (the "Partnership") that will rehabilitate, own, and manage the Project, applied for 2023 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") for the Project; and WHEREAS, HEH has requested the Corporation's participation in the development by (i) being the sole member of Northill Manor Housing Partners, LLC (the "Company"), a Texas limited liability company and single purpose entity created to be the general partner of the Partnership; and (ii) taking all actions, as the sole member of the Company, on behalf of the Partnership necessary to support the tax credit application to TDHCA and the issuance of multifamily housing revenue bonds to finance a portion of the costs of the Project; WHEREAS, on February 28, 2023, the Fort Worth City Council adopted Resolution 5707- 02-2023, which approved issuance of bonds by Cinco Public Facility Corporation to finance development of the Project. WHEREAS, the Project will include 100 units affordable to households at or below 60% of area median income and the ground lease will require that 15 of the 100 affordable units be set aside for households earning at or below 30% of area median income; RESOLUTION NO. FWHFC-2023-20 PAGE 2 WHEREAS, the Board of the Corporation ("Board") desires to negotiate, approve, and accept a Master Agreement and other necessary agreements with Horizon, ELOM, or an affiliate for the development of the Project; WHEREAS, the Master Agreement will describe the roles and responsibilities of the parties and the terms for the development, ownership, and management of the Project; WHEREAS, the Company is 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 all actions necessary for (i) the Corporation to become the sole member of the Company; (ii) the application to TDHCA for Housing Tax Credits and issuance of multifamily housing revenue bonds for the financing of the Project, and (iii) fulfilling the terms of the Master Agreement and completing the application for the Housing Tax Credits and the issuance of multifamily housing revenue bonds; 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, the application to TDHCA for the Housing Tax Credits and the issuance of multifamily housing revenue bonds; and all related actions required of the Company to act as general partner 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 and other necessary agreements between the Corporation and Horizon, ELOM, HEH, or one or more affiliates for the purpose of rehabilitating and completing the Project; Housing Tax Credits RESOLVED, that the Board approves all actions necessary to apply to the Texas Department of Housing and Community Affairs for Housing Tax Credits; Multifamily Housing Revenue Bonds RESOLUTION NO. FWHFC-2023-20 PAGE 3 RESOLVED, that the Board approves all actions necessary to apply to the Texas Department of Housing and Community Affairs for multifamily housing revenue bonds for the Proj ect; Sole Member of the Company RESOLVED, that the Board approves the admission of the Corporation into the Company as its sole member; 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. Ratification 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. AND IT IS SO RESOLVED. ADOPTED on April 25, 2023. FORT WORTH HOUSING FINANCE CORPORATION By: Carlos Flores President Attest: Jannette S. Goodall Corporate Secretary