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HomeMy WebLinkAboutFWHFC-2025-22 - Fort Worth Housing Finance Corporation (FWHFC) - Resolution RESOLUTION NO. FWHFC-2025-22 FORT WORTH HOUSING FINANCE CORPORATION RESOLUTIONS APPROVING ACTIONS OF THE CORPORATION AS MANAGING MEMBER OF EVANS AND ROSEDALE TEXAS, LLC, AND APPROVING ALL ACTIONS NECESSARY FOR THE FINANCING, DEVELOPMENT AND OPERATION OF THE EVANS AND ROSEDALE MIXED-USE REDEVELOPMENT PROJECT 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 (the "Board") has been asked to approve an agreement with Royal Capital,LLC ("Royal"), a Wisconsin limited liability company,to develop a mixed-use urban development including approximately 181-units of multifamily housing (the "Project"). Royal will apply for 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 Project will include units affordable to households at or below 60% of area median income; WHEREAS, Royal has asked the Corporation to participate in the Project by forming a single purpose entity to serve as managing member ("SPE") of Evans and Rosedale Texas, LLC, or an affiliate (the"Company"), an entity created by Royal to own the Project; WHEREAS,to the Corporation will acquire approximately 36 lots(the"Land"),on which the Project will be constructed and operated either from the current land owner or from Royal or an affiliate of Royal; WHEREAS, the Company desires to enter into various agreements, including a Development Fee Agreement, for the development of the Project; WHEREAS, Royal will submit an application to TDHCA requesting an allocation for qualified residential rental housing bonds in the amount of$ (the "Bonds") for the purpose of obtaining funds to finance the Project; WHEREAS, in order to provide debt financing for the development, construction, and operation of the Project, the Company 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 RESOLUTION NO.FWHFC-2025-22 PAGE 2 of the Project, (iii) any other additional loans necessary to provide farther debt financing for the Project (collectively,the "Mortgage Loans"); WHEREAS, the Board adopts the following resolutions, as the resolutions of the Corporation acting on behalf of the Company in its own capacity, and acting on behalf of the Company in its capacity as the Managing Member of the Company: NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: GROUND LEASE RESOLVED,that the Company is authorized to lease Land from the Corporation; FURTHER RESOLVED,that the Company,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 Company 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 Company and thenSPE,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 Company are hereby authorized to enter into a Development Fee Agreement for the project with Royal or an affiliate of Royal and the Corporation as developer or co-developers; FURTHER RESOLVED,that the Company,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 Company and the SPE, 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; MORTGAGE LOANS RESOLVED, that the Company is hereby authorized to enter into mortgage loans for construction and permanent debt financing for the project (the "Mortgage Loans"); FURTHER RESOLVED, that SPE and the Company, 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, RESOLUTION NO.FWHFC-2025-22 PAGE 3 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 Company and the SPE, 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 SPE and the Company, 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 Company and the SPE, 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 Company and the SPE are hereby authorized to admit other customary parties to the Company,pursuant to the terms and conditions as set forth in the proposed Company Agreement for the Company; FURTHER RESOLVED, that the Company is authorized to negotiate, execute and deliver a Company Agreement for the Company, by which, among other things, the customary entities are admitted into the Company 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 Company and the SPE, 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 managing member of the Company and/or the SPE, 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 RESOLUTION NO.FWHFC-2025-22 PAGE 4 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 Dana Burghdoff,the General Manager of the Corporation, or Kacey Thomas, 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 Company, or the SPE, 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 managing member of the Company,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; 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 Company, or the SPE, 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 Company, the SPE, the Corporation, Dana Burghdoff or Kacey Thomas, such actions are hereby ratified and confirmed as the valid actions of the Corporation, Company, and SPE, 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 October 28, 2025 RESOLUTION NO.FWHFC-2025-22 PAGE FORT WORTH HOUSING FINANCE CORPORATION i By: Elizabeth Beck President Attest: Jannette S. Goodall