HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-29RESOLUTION NO. FWHFC-2023-29
FORT WORTH HOUSING FINANCE CORPORATION
RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS MAJORITY
OWNER OF MARINE PARK 34 MM, LLC, THE GENERAL PARTNER OF MARINE
PARK 34, LLC, AND APPROVING ALL ACTIONS NECESSARY FOR THE
FINANCING, REHABILITATION AND OPERATION OF MARINE PARK
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, by separate resolution, has been asked to
approve an agreement with Marine Park 34 SM, LLC, or an affiliate ("MPSM"), to rehabilitate
Marine Point Apartments, a 124-unit multifamily housing development to located at 3144 NW
33`d Street (the "Project").
WHEREAS, the Project will include units affordable to households earning at or below
60% of area median income;
WHEREAS, by separate resolution, the Corporation has been asked to agree to participate
in the Project as the general partner (the "GP"), of a Texas limited partnership (the
"Partnership"), which will be created by converting Marine Park 34, LLC or an affiliate into a
limited partnership that will acquire, rehabilitate, improve, operate, control and maintain and own
the Project. The Partnership may receive 2022 Non -Competitive (4%) Housing Tax Credits as well
as multifamily housing revenue bonds from the Texas Department of Housing and Community
Affairs ("TDHCA") to finance a portion of the costs of the Project;
WHEREAS, the Corporation will acquire approximately 8.37 acres of land (the "Land"),
on which the Project is located and operated by Marine Park 34 LLC or an affiliate;
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 redevelopment of the Project with MPSM, or an MPSM
affiliate and the Corporation;
RESOLUTION NO. FWHFC-2023-29
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Project (collectively, the "Development Documents"); and that the Development Documents in
each and every respect are approved, authorized, ratified and confirmed;
MORTGAGE LOANS
RESOLVED, that the Partnership is hereby authorized to enter into mortgage loans for
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 Limited Partnership Agreement for the Partnership, by which, among other
things, the Limited Partners are admitted into the Partnership and to negotiate, execute and deliver
RESOLUTION NO. FWHFC-2023-29
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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 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 a
majority owner of the GP, 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 a majority owner of the GP, 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
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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.
These resolutions shall take effect on the date of their adoption.
AND IT IS SO RESOLVED.
ADOPTED June 27, 2023.
FORT WORTH HOUSING FINANCE CORPORATION
Carlos Flores
President
Attest:
Jannette S. Goodall
Corporate Secretary