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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-24RESOLUTION NO. FWHFC-2023-24 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS THE MAJORITY OWNER OF A SOON TO BE FORMED ENTITY, AND APPROVING ALL ACTIONS NECESSARY FOR THE FINANCING, DEVELOPMENT AND OPERATION OF CLIFTON RIVERSIDE APARTMENTS 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 Corporations 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, the Board of the Corporation ("Board"), by separate resolution, has been asked to approve an agreement with Overland Communities Group, LLC ("OCG"), a Delaware limited liability company and/or its affiliates to develop the Clifton Riverside Apartments, an approximately 94-unit multifamily housing development to be located at 2406 and 2412 Belknap (the "Project"); WHEREAS, the Project will include approximately 15 market rate units with the remaining units affordable to households at or below 60% of area median income; WHEREAS, OPG Clifton Riverside Partners, LLC, an affiliate of OCG, will be converted to a limited partnership (the "Partnership") and the Corporation will own 95% of a soon to be formed entity (the "Company") that will serve as the general partner (the "GP") of the Partnership, which will acquire, develop, operate, control, maintain and own the Project. The Partnership received 2021 Competitive (9%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") to finance a portion of the costs of the Project; WHEREAS, the remaining 5% of the GP will be owned by a historically underutilized business (HUB) as required by the Texas Department of Housing and Community Affairs; WHEREAS, the Partnership intends to acquire approximately 2.75 acres of land (the "Land") from OCG, or an affiliate, on which the Project will be located and operated and will assign said Land to the Corporation; WHEREAS, the Partnership 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 various agreements, including a development fee agreement, for the development of the Project with OPG, or an OPG affiliate and the Corporation; RESOLUTION NO. FWHFC-2023-24 PAGE 2 WHEREAS, in order to provide debt financing for the development and operation of the Project, the Partnership desires to negotiate the terms of and to enter into, (i) construction and permanent loans in an amount necessary to finance and for the completion of the Project, (ii) a bridge or supplemental loan, if deemed necessary to finance and for the completion of the Project, (iii) any other additional loans necessary to provide further debt financing for the Project (collectively, the "Mortgage Loans"); WHEREAS, the GP desires to admit to the Partnership: (i) a to be formed Special Limited Partner; (ii) an Investor Limited Partner through the use of Housing Tax Credits awarded as an equity source for the Project; and (iii) other limited partners as may be necessary to facilitate other funding sources for the Project (collectively, the "Limited Partners"); and the GP desires to amend and restate the agreement of limited partnership ("LPA") in order to admit the Limited Partners and make any other necessary changes to effect this resolution; WHEREAS, the Board adopts the following resolutions, as the resolutions of the Corporation acting on behalf of the GP in its own capacity, and acting on behalf of the GP 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: 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, and a memorandum of lease, and further, 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 AGREEMENTS RESOLVED, that the Corporation and the Partnership are hereby authorized to enter into a development fee agreement for the Project with OPG or an affiliate of OPG and the Corporation as developer or co -developers; FURTHER RESOLVED, that the Partnership, as Project owner, is authorized to negotiate, execute and deliver the development fee agreement along with 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; RESOLUTION NO. FWHFC-2023-24 PAGE MORTGAGE LOANS RESOLVED, that the Partnership is hereby authorized to enter into mortgage loans for construction and permanent debt financing for the Project (the "Mortgage Loans"); FURTHER RESOLVED, that the Partnership and the GP, in connection with the Mortgage Loans and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver all loan documents including loan agreements, letters of credit, promissory notes, deeds of trust and security agreements, and any other related affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), indemnities, and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the "Mortgage Loan Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for any necessary financing of the Project (i) in an amount necessary to finance and complete the Project (ii) a bridge or supplemental loan, if deemed necessary for the development of the Project, and (iii) any other additional loans necessary for the development of the Project; and that the Mortgage Loan Documents in each and every respect are approved and authorized; FURTHER RESOLVED, that the Partnership and the GP, in connection with a refinance of the Mortgage Loans and related transactions contemplated thereby, are each authorized to negotiate, execute and deliver all loan documents including loan agreements, letters of credit, promissory notes, deeds of trust and security agreements, and any other related affidavits, security instruments, notes, assignments, agreements, financing statements, documents, instruments, intercreditor agreements, subordination agreements (if any), indemnities, and all affidavits, documents, instruments, certifications, consents, and other writings of every nature whatsoever (collectively, the "Mortgage Loan Refinance Documents") as the Corporation, acting on behalf of the GP and the Partnership, may deem advisable, necessary, desirable, or required for any necessary refinancing of the Project (i) that does not exceed the original principal amount of the construction and permanent financing secured against the Project at the time of conversion or stabilization (ii) that provides cost savings to the Project over the life of the Project; and that the Mortgage Loan Refinance Documents in each and every respect are approved and authorized; 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 Limited Partnership Agreement for the Partnership; FURTHER RESOLVED, that the GP is authorized to negotiate, execute and deliver an amended and restated LPA for the Partnership, by which, among other things, the Limited Partners are admitted into the Partnership 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 RESOLUTION NO. FWHFC-2023-24 PAGE 4 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 the Equity Documents are hereby approved and authorized; ALL CLOSING DOCUMENTS AND AUTHORITY RESOLVED, that the Corporation, acting in its own capacity and in its capacity as the majority owner of the 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 Lease Documents, the Development Documents, the Mortgage Loan Documents, the Mortgage Loan Refinance Documents, the Equity Documents and all such agreements, affidavits, security instruments, notes, deeds of trust, 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"), and that the Closing Documents in each and every respect are hereby authorized, ratified, and confirmed; FURTHER RESOLVED, that Fernando Costa, the General Manager of the Corporation, or Victor Turner, the Assistant General Manager of the Corporation, or their duly appointed successors, 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 and other 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 acting in its own capacity and in its capacity as the majority owner of the General Partner of the Partnership 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 in its respective capacity; 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, Fernando Costa or Victor Turner, such actions are hereby ratified and confirmed as the valid actions of the Corporation, GP, and Partnership, as applicable, effective as of the date such actions were taken. RESOLUTION NO. FWHFC-2023-24 PAGE 5 These resolutions shall take effect on the date of their adoption. AND IT IS SO RESOLVED. ADOPTED May 23, 2023. FORT WORTH HOUSING FINANCE CORPORATION President Attest: Jannette S. Goodall Corporate Secretary