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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-27RESOLUTION NO. FWHFC-2023-27 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING AN AGREEMENT WITH MARINE PARK 34 SM, LLC FOR THE REHABILITATION OF THE MARINE PARK APARTMENTS, AND AGREE TO PARTICIPATE AS GENERAL PARTNER OF MARINE PARK 34, LLC, THE PARTNERSHIP REHABILITATING, OWNING AND MANAGING THE DEVELOPMENT AND APPROVING ALL RELATED ACTIONS REQUIRED FOR MULTIFAMILY REHABILITATION 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, Think Housing Development LP ("Think"), a California limited partnership, is a developer of affordable housing and has developed over 23 affordable and mixed income multifamily properties in Texas; WHEREAS, Think, or an affiliate, applied for 2022 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") to rehabilitate approximately 124 units of multifamily housing located at 3144 NW 33`d Street known as Marine Park Apartments (the "Project"), and has requested the Corporation's participation in the development by (i) being the majority owner of a to be formed general partner (the "Company"), a single purpose entity created to be the general partner of a Texas limited partnership (the "Partnership"), which will rehabilitate, own and manage the Project; (iii) and taking all actions necessary for the tax credit application and the application for multifamily housing revenue bonds to finance a portion of the costs of the Project to TDHCA; WHEREAS, the Project will include units affordable to households making at or below 60% of area median income; WHEREAS, the Board desires to negotiate, approve and accept a Master Agreement and an Agreement of Limited Partnership ("LPA") with Think or an affiliate 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; 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, RESOLUTION NO. FWHFC-2023-27 PAGE 2 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 creation of the Company; (ii) all actions necessary for the Corporation to become a majority owner of the Company; (iii) the Company serving as the general partner 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 of the Corporation adopts the following resolutions in connection with the Master Agreement and other related agreements, the applications to TDHCA for the Housing Tax Credits and multifamily housing revenue bonds; and as a majority owner of the Company, approves the formation of the Company 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 by and between Think, or an affiliate of Think, and the Corporation for the purpose of rehabilitating 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 rehabilitation, 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 has been formed to construct, develop, renovate, repair, improve, maintain, operate, lease, dispose of and otherwise deal with the Project in accordance with any applicable regulations, and the provisions of its Agreement of Limited Partnership; RESOLVED, the formation of the Partnership by the Company is hereby approved; RESOLVED FURTHER, that the Board approves the admission of the Corporation into the Company as its majority owner; and RESOLUTION NO. FWHFC-2023-27 PAGE 4 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, 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 Authority 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. 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 majority owner 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 June 27, 2023. RESOLUTION NO. FWHFC-2023-27 PAGE 5 FORT WORTH HOUSING FINANCE CORPORATION 44 Carlos Flores President Attest: TdP`fi-4�8�� o o/ Jannette S. Goodall Corporate Secretary