HomeMy WebLinkAbout2015/03/03-Minutes-Fort Worth Housing Finance Corporation (FWHFC) CITY OF FORT WORTH, TEXAS
FORT WORTH HOUSING FINANCE CORPORATION
TUESDAY, MARCH 3,2015
Present:
President Salvador Espino
Vice President Danny Scarth
Director Betsy Price
Director W.B. "Zim" Zimmerman
Director Gyna Bivens
Director Jungus Jordan
Director Dennis Shingleton
Director Kelly Allen Gray (Arrived at 1:35 p.m.)
Director Ann Zadeh
1. Call to Order.
With a quorum present, President Espino called the meeting to order for the Board of Directors
of the Fort Worth Housing Finance Corporation (Corporation) at 1:32 p.m. on Tuesday,
March 3, 2015, in the Pre-Council Chamber of the Fort Worth Municipal Building, 1000
Throckmorton Street, Fort Worth, Texas, with Director Allen Gray temporarily absent.
2. Approval of Minutes from the Meeting Held on January 6, 2015.
Motion was made by Director Price and second by Director Shingleton to approve the Tuesday,
January 6, 2015, minutes of the Corporation as presented. The motion passed 8-0, with Director
Allen Gray absent.
3a. Written Reports:
President Espino referenced the Financial Report through January 31, 2015 and opened the floor
for discussion on the report. There was no discussion or action on this agenda item.
Ms. Cynthia Garcia, Assistant General Manager, advised that her presentation would pertain to
Items 4 and 5 on the agenda.
4. Consider and Adopt Resolutions Approving a Change to a Limited Liability Company
Organizational Structure for the Development of the Reserve at Quebec Apartments,
Authorizing the Reserve at Quebec, GP LLC to Act as Managing Member of the Reserve at
Quebec, LLC, Admitting Tarrant County Housing Partnership Inc. as a Special Member,
and Approving a Contract with the City of Fort Worth for $3,500,000.00 in HOME Funds
for the Development.
5. Consider and Adopt Resolution Hiring John Shackelford as Legal Counsel for the
Corporation, the Reserve at Quebec, LLC, and the Reserve at Quebec, GP LLC for the
Development of the Reserve at Quebec Apartments.
CITY OF FORT WORTH,TEXAS
FORT WORTH HOUSING FINANCE CORPORATION
TUESDAY,MARCH 3,2015
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Director Allen Gray assumed her place at the table.
Ms. Garcia presented an overview of the proposed development through a PowerPoint titled,
"Proposed Change to the Organizational Structure of the Development of the Reserve at Quebec
Apartments and Authorizing Hiring of Outside Counsel". She stated that the development was
previously approved by the Board in January 2015 and that Bond Counsel had recommended that
Corporation form a Limited Liability Company (LLC) to own the improvements instead of a
Limited Partnership (LP) as previously approved by the Board in January 2015. She added that
the major terms would remain the same.
Ms. Garcia advised that City staff requested the Board allow Tarrant County Housing
Partnership (TCHP), Inc., into the LLC for the development with the FWHFC and Miller
Valentine Residential. She added that the basis of the request was that the TCHP was a
Community Housing Development Corporation (CHDO) which would assist the City in meeting
CHDO commitments and build CHDO capacity. She also stated that this would assist the
FWHFC in administrative responsibilities in the development and shared in the FWHFC's
developer fee and cash flow. Ms. Garcia provided staff's recommendation as follows:
• Change the structure from an LP to an LLC
• Include TCHP into the LLC because of its CHDO status
• Authorize hiring of John Shackelford as outside counsel
Motion was made by Director Shingleton and seconded by Director Bivens to approve
Resolution No. FWHFC-2015-04, Approving a Change to a Limited Liability Company
Organizational Structure for the Development of the Reserve at Quebec Apartments, Authorizing
the Reserve at Quebec, GP LLC to Act as Managing Member of the Reserve at Quebec, LLC,
Admitting Tarrant County Housing Partnership Inc., as a Special Member, and Approving a
Contract with the City of Fort Worth for $3,500,000.00 in HOME Funds for the Development
and Resolution No. FWHFC-2015-05, Hiring John Shackelford as Legal Counsel for the
Corporation, the Reserve at Quebec, LLC, and the Reserve at Quebec, GP LLC for the
Development of the Reserve at Quebec Apartments. The motion passed 9-0.
6. Consider and Adopt Resolutions Approving a Contract with the City of Fort Worth for
$2,200,000.00 of Community Development Block Grant Funds for Mixed Income Rental
Housing Development, and Authorizing the Acquisition of Land Located at 904 East
Weatherford Street from the Fort Worth Transportation Authority for Development.
Ms. Garcia presented an overview of the proposed development through a PowerPoint titled,
"Proposed Land Purchase of Former Airporter Site (904 Weatherford Street) for the
Development of a Mixed Use Complex."
Motion was made by Director Shingleton and seconded by Director Bivens to approve
Resolution No. FWHFC-2015-06, Approving a Contract with the City of Fort Worth for
$2,200,000.00 of Community Development Block Grant Funds for Mixed Income Rental
Housing Development, and Authorizing the Acquisition of Land Located at 904 East
CITY OF FORT WORTH,TEXAS
FORT WORTH HOUSING FINANCE CORPORATION
TUESDAY, MARCH 3,2015
PAGE 3
Weatherford Street from the Fort Worth Transportation Authority for Development. The motion
passed 9-0.
7. Consider and Adopt Resolution Approving Transfer of Corporation's Funds to
JPMorgan Chase Bank, N.A. and Authorizing Signatories for All Accounts.
Ms. Garcia provided background for creation of a separate bank account for the Corporation's
funds in the amount of approximately $10.1 M.
Motion was made by Director Price and seconded by Director Allen Gray to approve Resolution
No. FWHFC-2015-07, Approving Transfer of Corporation's Funds to JPMorgan Chase Bank,
N.A. and Authorizing Signatories for All Accounts. The motion passed 9-0.
8. Executive Session.
President Espino stated that he had been advised that an Executive Session was not necessary to
discuss the following items:
A. Seek the advice of its attorneys concerning the following items that are exempt
from public disclosure under Article X, Section 9, of the Texas State Bar Rules, as
authorized by Section 551.071 of the Texas Government Code: (i) legal issues
concerning any current agenda item; and
B. Discuss the purchase, sale, lease or value of real property, as authorized by Section
551.072 of the Texas Government Code. Deliberation in an open meeting would
have a detrimental effect on the position of the Corporation in negotiations with a
third party; and
C. Discuss or deliberate negotiations relating to any economic development
negotiations, as authorized by Section 551.087 of the Texas Government Code.
9. Requests for Future Agenda Items.
President Espino opened the floor on requests for future agenda items. No requests were made
by Board members.
10. Adjourn.
With no further discussion, President Espino adjourned the meeting of the Fort Worth Housing
Finance Corporation Board at 1:47 p.m. on Tuesday, March 3, 2015.
These minutes approved by the Fort Worth Housing Finance Corporation Board of Directors on
the 7th day of April, 2015.
CITY OF FORT WORTH,TEXAS
FORT WORTH HOUSING FINANCE CORPORATION
TUESDAY, MARCH 3,2015
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APPROVED:
/
Sa vador Espino,
President
Gyna . Bivens
Secretary
ATTEST:
Mary J. y, r
City Secretary