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HomeMy WebLinkAboutFWHFC-2025-20 - Fort Worth Housing Finance Corporation (FWHFC) - Resolution RESOLUTION NO. FWHFC-2025-20 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTION APPROVING AN AGREEMENT WITH ROYAL CAPITAL,LLC, OR AN AFFILIATE,FOR THE DEVELOPMENT OF EVANS AND ROSEDALE AND CONFIRMING AND RATIFYING THE FORMATION OF A SPECIAL PURPOSE ENTITY CREATED TO ENABLE THE CORPORATION TO SERVE AS MANAGING MEMBER OF EVANS AND ROSEDALE TEXAS,LLC, THE COMPANY DEVELOPING, OWNING AND MANAGING THE DEVELOPMENT AND APPROVING ALL RELATED ACTIONS REQUIRED FOR THIS 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, Royal Capital, LLC ("Royal"), a Wisconsin limited liability company, is a developer of affordable and mixed-use housing; WHEREAS, Royal will apply for Non-Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs ("TDHCA") to develop approximately 181-units of multifamily housing (the "Project"), and has requested the Corporation's participation in the development by (i) serving as co-developer and general contractor; (ii) forming a special purpose entity created to enable the Corporation to serve as Managing Member of Evans and Rosedale Texas, LLC., a Texas limited liability company (the "Company"), which will construct, 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 of the Corporation (the "Board") desires to negotiate, approve and accept a company agreement with Royal or an affiliate describing 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 RESOLUTION NO.FWHFC-2025-20 PAGE 2 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 or ratify (i) the creation of the Company; (ii) all actions necessary for the Corporation to become the managing member of the Company; (iii) all actions necessary for the application to TDHCA for Housing Tax Credits and multifamily housing revenue bonds for the financing of the project, and (iv) all actions necessary to fulfill the terms of the Company Agreement and complete the applications for the Housing Tax Credits and the 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 Company Agreement and other related agreements, the applications to TDHCA for the Housing Tax Credits and multifamily housing revenue bonds; and as the managing member of the Company, approves and ratifies the formation of the Company and all related actions required of the Company to act as managing member of the Company. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: Company Agreement RESOLVED, that the Board approves the execution and delivery of a Company Agreement by and between Royal, or an affiliate of Royal, and the Corporation for the purpose of developing the Project, and agrees to execute such further agreements as necessary to fulfill the terms of the Company Agreement including but not limited to agreements relating to development, construction, ownership, and management of 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 RESOLVED, that the Board approves all actions necessary to apply for multifamily housing revenue bonds for the Project; Entity Formation RESOLVED,that the Corporation will form a single purpose entity that will serve as managing member of the Company and actions relating to such entity and Company are hereby confirmed and ratified; RESOLUTION NO.FWHFC-2025-20 PAGE 3 RESOLVED FURTHER, that the Company 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 the Company's controlling documents; RESOLVED,the formation of the Company is hereby confirmed and ratified; RESOLVED FURTHER, that the Board approves the admission of the Corporation into the Company as its managing member; RESOLVED, that the Certificate of Filing of the Company 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 Company. Adoption of CompanyAgreement RESOLVED, that the execution and delivery of a Company Agreement is hereby approved and upon its execution and delivery, is hereby adopted as the Agreement of the Company; RESOLVED FURTHER, that the Company is directed to certify a copy of the adopted Company Agreement and insert it in the minute book, and to maintain it in the principal office of the Company, open for inspection by any owner of the Company, or by any officer or member of the Company, at all reasonable times during office hours. Management of the Company RESOLVED, that the Corporation is hereby authorized to manage the Company in all respects, subject to the provisions of the Texas Business Organizations Code and the Company Agreement, as it may be amended from time to time. Payment of Organization Fees RESOLVED, that the Company is hereby authorized to facilitate the payment of all fees and expenses incident to and necessary for the organization of the Company up to $20,000.00 to be paid by Company funds. Banking Authority RESOLVED, that the Company is hereby authorized and directed to execute and deliver on behalf of the Company such form resolutions of any state or national banking institution that the Company 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 Company; RESOLUTION NO.FWHFC-2025-20 PAGE 4 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 Company 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 Company; 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 Company has been given to the Bank. Authorization to Seek Financing RESOLVED, that the Company 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 Company 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 Company, in order to consummate the transactions described in this Resolution on behalf of the Company. 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 Dana Burghdoff the General Manager of the Corporation, or Kacey Thomas,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. Adopted October 28,2025. RESOLUTION NO.FWHFC-2025-20 PAGE 5 FORT WORTH HOUSING FINANCE CORPORATION By: (� Elizabeth Beck President Attest: Jannette S. Goodall