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HomeMy WebLinkAboutRes 2021-04-895 Creation of the Anna Housing Finance CorporationCITY OF ANNA, TEXAS RESOLUTION NO, otMJ� ol�-- 6TD A RESOLUTION APPROVING THE CREATION OF THE ANNA HOUSING FINANCE CORPORATION; APPROVING THE ARTICLES OF INCORPORATION THEREOF; CONFIRMING THE APPOINTMENT OF THE INITIAL INCORPORATORS AND AUTHORIZING THE FILING OF SAID ARTICLES OF INCORPORATION WHEREAS, the City of Anna, Texas (the "City") is a duly formed home -rule municipality in Collin County, Texas; and WHEREAS, under Texas Local Government Code § 394.001, et seq., the governing body of a municipality may form one or more housing finance corporations for the purpose of helping to finance the cost of residential ownership and development that will provide decent, safe, and sanitary housing at affordable prices for residents of the municipality; and WHEREAS, the City has received a certain Application for Incorporation of Housing Finance Corporation filed by three residents of the City who are Texas citizens and at least 18 years of age; and WHEREAS, the City Council of the Ciry of Anna, Texas (the "City Council") has reviewed said application and the proposed Articles of Incorporation of Anna Housing Finance Corporation, the form of which are attached hereto as Exhibit A (the "Articles"); and WHEREAS, the City Council has found and determined that the formation of the housing finance corporation is wise, expedient, necessary, and advisable and desires that the Articles be filed in order to form the Anna Housing Finance Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. Incorporation of Recitals. The above -stated recitals are found to be true and correct and are incorporated into this resolution as if set forth in full for all purposes. Section 2. Approval of Articles; Incorporators. The City Council hereby approves the form of the Articles and directs that three or more residents of the City who are at least 18 years of age act as incorporators of the housing finance corporation by signing, verifying, and delivering in duplicate to the secretary of state the Articles. This resolution shall be in full force and effect from and after its adoption. PASSED AND APPROVED by the Ciry Council on the 13t'' day�'Apri12021. ,•A� _ .....!Vie, �.9 1 Nate Pike Filing*:804082806 Document*:1053977240002 Filed On 5/25/2021 received by Upload ARTICLES OF INCORPORATION OF THE ANNA HOUSING FINANCE CORPORATION We, the undersigned natural persons, each of whom is at least eighteen (18) years of age or more, and a resident of the City of Anna, Texas, (the "City") and a citizen of the State of Texas, acting as incorporators of a corporation under the provisions of Chapter 394, Texas Local Government Code, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I Corporation Name The name of the corporation is the Anna Housing Finance Corporation (the "Corporation"). ARTICLE H Nature of Corporation The Corporation is a public, nonprofit corporation. ARTICLE III Duration of Corporation The period of duration of the Corporation shall be perpetual. ARTICLE IV Corporate Purpose and Agency 4.01 The Corporation is organized solely to carry out the purposes of Chapter 394, Texas Local Government Code, i.e., exclusively for the purpose of benefitting and accomplishing public purposes of, and on behalf of, the City and any other local governments which become included in the Corporation pursuant to these articles, by financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for residents of the City at prices they can afford. It has been determined and declared by the Legislature of the State of Texas that such residential ownership and development will (a) provide for and promote the public health, safety, morals, and welfare; (b) relieve conditions of unemployment and encourage the increase of industry and commercial activity and economic development so as to reduce the evils attendant upon unemployment; (c) provide for efficient and well -planned urban growth and development including the elimination and prevention of potential urban blight and the proper coordination of industrial facilities with public services, mass transportation and residential development; (d) assist persons of low and moderate income in acquiring and owning decent, safe and sanitary housing which they can afford; and (e) preserve and increase ad valorem tax bases of local governmental units; and the foregoing have been determined and declared by the Legislature of the State of Texas to lessen the burden of government and to be public purposes and functions. 4.02 The Corporation is formed pursuant to the provisions of Chapter 394, Texas Local Government Code as it now or may hereafter be amended. 4.03 The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. 4.04 The Corporation is created as a housing finance corporation pursuant to Chapter 394, Texas Local Government Code and shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code. The operations of the Corporation are governmental and not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001, et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the all the powers authorized in in Chapter 394 of the Texas Local Government Code, including without limitation those enumerated in Section 394.032 of the Texas Local Government Code. 4.05 References herein to the City Council shall mean the City Council of the City of Anna, Texas. 4.06 A resolution approving the form of these articles of incorporation was adopted by the City Council on April 13, 2021. ARTICLE V No Members or Shareholders The Corporation shall have no members and shall have no stock. ARTICLE VI Board of Directors 6.01 All powers of the Corporation shall be vested in a Board of Directors consisting of seven (7) members (the "Board"). 6.02 The initial directors of the Corporation ("Director" or "Directors") shall -be those persons named in Article VII, below. With respect to the initial Board, the terms of the initial Directors shall commence on the date the Secretary of State has issued the certificate of incorporation for the Corporation and end at the conclusion of two (2) or four (4) years thereafter, as indicated in Article VII. Subsequent Directors shall be appointed to the Board for terms of four (4) years. Any Director may be removed from office at any time, with or without cause, by simple majority of the City Council. 6.03 All Directors must be residents of the City of Anna, Texas. 6.04 All Directors shall be appointed by and serve at the will of the City Council. Appointments shall be made by majority vote of members present and need not be by formal resolution or ordinance. A vacancy on the Board occurring before the end of a Director's term shall be filled in the same manner as an appointment and shall be for the remainder of the unexpired term of office. 6.05 Except as set forth in Section 6.02 above, Directors shall serve staggered terms of office of four (4) years, with no term limits. Page 2 6.06 All other matters pertaining to the internal affairs of the Corporation shall be governed by Bylaws adopted by the Board, so long as such Bylaws are not inconsistent with these articles or the laws of the State of Texas; provided, however, that such Bylaws may change the number of Directors of the Corporation.. ARTICLE VII Initial Directors The names, addresses and initial terms of office of the seven (7) initial Directors, each of whom resides within the City, are: Name Address Initial Term Nate Pike c/o City of Anna 4 years I I I N. Powell Parkway Anna, Texas 75409 Kevin Toten c/o City of Anna 4 years 11 I N. Powell Parkway Anna, Texas 75409 Lee Miller c/o City of Anna 4 years l 11 N. Powell Parkway Anna, Texas 75409 Josh Volmer c/o City of Anna 4 years 11 l N. Powell Parkway Anna, Texas 75409 Danny Ussery c/o City of Anna 2 years I I I N. Powell Parkway Anna, Texas 75409 Stan Carver II c/o City of Anna 2 years I I I N. Powell Parkway Anna, Texas 75409 Randy Atchley c/o City of Anna 2 years I I l N. Powell Parkway Anna, Texas 75409 ARTICLE VH1 Registered Office and Agent The street address of the initial registered office of the Corporation is I l I N. Powell Parkway, Anna, Texas 75409 and the name of its initial registered agent at such address is Jim Proce. Page 3 ARTICLE IX Incorporators The names and street addresses of the incorporators, each of whom resides within the City, are: Name Address Alan Guard c/o City of Anna 111 N. Powell Parkway Anna, Texas 75409 Rhandy Pena c/o City of Anna 111 N. Powell Parkway Anna, Texas 75409 Jeffrey Freeth c/o City of Anna 111 N. Powell Parkway Anna, Texas 75409 ARTICLE X Director Liability; Indemnification A Director or employee shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as an officer, director or employee, except for liability (i) for any breach of the officer's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a known violation of law, (iii) under Texas law, or (iv) for any transaction from which the director derived any improper personal benefit. The Corporation shall indemnify and defend Directors for acts done in their official capacity. ARTICLE XI Limits on Use of Corporate Assets; Income of Corporation 11.01 Regardless of any other provisions of these articles or the laws of the State of Texas, the Corporation shall not: A. permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation in effecting one or more of its purposes); B. devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; C. participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; or D. attempt to influence the outcome of any election for public office or to call on, directly or indirectly, any voter registration drives. Page 4 No part of the Corporation's income shall inure to the benefit of any private interests, other than in the fulfillment of its purpose to provide decent, safe, and sanitary housing; at affordable prices for residents of the City of Anna, Texas. ARTICLE XII Dissolution 12.01 If the Board determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds or notes issued by and all obligations incurred by the Corporation or on behalf of the Corporation have been fully paid, the Board shall execute a certificate of dissolution which states those facts and declares the Corporation dissolved in accordance with the requirements of Section 394.026 of the 'texas 1,ocal Government Code, or with applicable law then in existence. 12.02 Subject to any restrictions contained inapplicable state law, if the City Council approves a resolution directing the Board to proceed with the dissolution of the Corporation, the Board shall promptly proceed with the dissolution. The failure of the Board to promptly proceed with the dissolution of the Corporation in accordance with this Section slialI be deemed a cause for the removal from office of any or all of the Directors as permitted by these articles. In such event, dissolution inay be conducted by the City Manager of the City or at his direction. 12.03 On the filing of a certificate of dissolution, the Corporation shall thereupon be dissolved. 'Title to all funds and property owned by the Corporation at the time of dissolution shall vest in the City of Anna, Texas, to be used exclusively by the City to provide for the housing, needs of individuals and families of tow and moderate incomes, including single-family units and mixed income multifamily projects found by the City Council to serve the interests of low and moderate income individuals and families if the single-family and multifamily projects have as a major purpose the: provision of safe, sanitary, and decent housing for individuals and families of low income. The funds and property of the Corporation shall be promptly delivered to the City. ARTICLE XIII Antendments These articles may not be changed or amended unless approved by resolution of the; City Council for the City of Anna, Texas. IN WI'WITNESSHERE QF, we have hereunto set our hands this Z, Si' -//tze4-'t .' ��4 ..... ....... . .. Alan Guard Rlandy Fiena ...... . . ...... JOi y !';Teeth Page 5 day of J 2021. VERIFICATION State of Texas County of Collin Alan Guard personally appeared before me, and being first duly sworn declared that he signed these articles in the capacity designated, if any, and further states that he has read the above application and the statements therein contained are true. . CJD" Ab Notary Pu c's Signature (5 Given under my hand and seal of office this l da of M2021. : • . - NORFE GARCIA *:""•= My Notary ID # 125743613 Expires June 28, 2022 h wf State of Texas County of Collin Rhandy Pena personally appeared before me, and being first duly sworn declared that he signed these articles in the capacity designated, if any, and further states that he has read the above application and the statements therein contained are true. J/auan �• Notary — State of Texas Given under my hand and seal of office thi"�1 day of 2021. KARE:LAVERY Notary ID0568-lab M Commpires N t State of Texas County of Collin Jeffrey Freeth personally appeared before me, and being first duly sworn declared that he signed these articles in the capacity designated, if any, and further states that he has read the above application and the statements therein contained are true. Given under my hand and seal of office thi.49 I day of 2021. KAREN L AVERY + Notary ID #132840368 My Commissfon Expires December 24, 2024 .1? 40-1- Notary — State of Texas Page 6 Corporations Section E 0 P.O.Box 13697 Austin, Texas 78711-3697 N Office of the Secretary of State May 25, 2021 Attn: WOLFE TIDWELL MCCOY LLP FRISCO OFFICE Wolfe, Tidwell & McCoy, LLP (Frisco office) 2591 Dallas Parkway, Suite 300 Frisco, TX 75034 USA RE: Anna Housing Finance Corporation File Number: 804082806 Ruth R. Hughs Secretary of State It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing evidencing the existence of the newly created nonprofit corporation. Nonprofit corporations do not automatically qualify for an exemption from federal and state taxes. Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the corporation. Information about franchise tax, and contact information for the Comptroller's office, is available on their web site at https://window.state.tx.ushaxinfo/franchise/index.html. For information on state tax exemption, including applications and publications, visit the Comptroller's Exempt Organizations web site at https://window.state.tx.ushaxinfo/exempt/index.html. Information on exemption from federal taxes is available from the Internal Revenue Service web site at https://www.irs.go_v. Nonprofit corporations do not file annual reports with the Secretary of State, but do file a report not more often than once every four years as requested by the Secretary. It is important for the corporation to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a report when requested may result in the involuntary termination of the corporation. Additionally, a nonprofit corporation will file documents with the Secretary of State if the corporation needs to amend one of the provisions in its certificate of formation. If we can be of further service at any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512) 463-5555 Enclosure Come visit us on the internet at https:/hvww.sos.texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10286 Document: 1053977240002 Corporations Section 'f E 0 P.O.Box 13697 Austin, Texas 78711-3697 x Office of the Secretary of State CERTIFICATE OF FILING OF Anna Housing Finance Corporation File Number: 804082806 Ruth R. Hughs Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Nonprofit Corporation has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 05/25/2021 Effective: 05/25/2021 Ruth R Hughs Secretary of State Come visit us on the internet at https:/fwww.sos texas gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10306 Document: 1053977240002 TEXAS COMPTROLLER OF PUBLIC ACCOUNTS P.O. Box 13528 • Austin, TX 78711-3528 JULY O1, 2021 ANNA HOUSING FINANCE CORPORATION 111 N. POWELL PARKWAY ANNA,TX 75409 DEAR JIM PROCE, The Texas Secretary of State's office notified us that you are the registered agent for this newly established nonprofit corporation. As Assistant Director of the Comptroller's Tax Policy Division, I would like to give you some information about your corporation's Texas franchise tax responsibilities. A franchise tax is imposed on each taxable entity formed in Texas or doing business in Texas. Nonprofit corporations are considered taxable entities that must file an annual franchise tax report and public information report. Some nonprofit corporations can apply for an exemption from the tax. If this corporation qualifies for a franchise tax exemption, it may also qualify for exemption from hotel taxes as well as sales taxes on purchases it makes that are necessary to the organization's exempt function. Application forms for exemption, as well as Guidelines to Texas Tax Exemptions (Pub. 96-1045), are available online at www.comptroller.texas.gov/taxes/exempt/, or you can call us at the number below. Until your application is received and an exemption is granted, your corporation is responsible for filing and paying state franchise tax. The first report is due May 15 of the year following your registration date. If the 15th falls on a weekend, the due date is the next business day. We will mail a letter with filing instructions to the address on file. I hope this information is helpful. To change the corporation's mailing address, -or-for any other questions, please call 1-800-252-1381.- -You can write to-u-s at Exempt Organizations Section, Comptroller of Public Accounts, P.O. Box 13528, Austin, Texas 78711-3528. Sincerely, Z, -q, 4,�*- Tommy W. oyt Assistant Director, Tax Policy Division Taxpayer number: 32079343508 Form 05.370 (Rev.12.18/15) CLASS A CONSTRUCTION •High percentage of masonry on the exterior *Articulation and variation of materials in the elevations in order to create architectural interest. Not flat walls along the exterior elevations *Upgraded cabinetry in the units •vinyl Plank (wood look) flooring instead of carpet in the units living and dining rooms •Upgraded and high end look unit fixtures 1P1 is proposing an approximately 185 un structed community for seniors (ages 55+J 1 and 2 bedrooms, this independent Comprised of community will be a Class A constructed community designed in a distinctly upscale aesthetic with an amenity package that rivals the best senior housing in North Texas. This high quality senior housing will intentionally be situated to serve seniors of all incomes including the many seniors living on fixed incomes. It is located in the Anna Town Square master planned development and will provide high quality housing for seniors who already live in Anna and no longer can maintain their single family home, as well as seniors moving to the community to be near family. PUBLIC/PRIVATE PARTNERSHIP JPI In order to make this independent senior living community financially viable, we must incorporate a structure that allows for a property tax exemption. Instead of bringing in an outside nonprofit to fill that role, we plan to use the City of Anna. Originally, we intended to pur- sue the creation and use of a Public Facility Corporation. However, there is pending legislation in the State of Texas, unrelated to our type of development, that might make using at PFC not the best route. We can use a very similar structure by having the City of Anna form a Housing Finance Corporation (HFC) instead. Below are some basic bullet points about the HFC structure. • Local housing finance corporations are formed and operate under the provisions of the Texas Housing Finance Corporations Act, Chapter 394, Texas Local Government Code (the "Act" or "Chapter 394"). • Housing Finance Corporations (HFCs) are not housing authorities. Parmore Anna will not be Section 8 or "public housing". It will be Class A senior housing that is serving seniors 55+ and offer rent control to seniors based on incomes. In this way we can serve seniors who are living on social security all the way up to the seniors who can live anywhere but choose to live in Anna because it is home or close to family. • The HFC will operate similar to the way the Public Facility Corporation would have operated with the exception that a Housing Finance Corporation is specifically empowered to create housing where a Public Facility Corporation may have wider authority. • City Council will need to authorize the City to create an HFC for the purpose of creating this senior housing and appoint a board. • JPI will remain the developer and the City will not take on any real estate risk, operating responsibility or financial responsibility as it relates to this senior housing, similar to the PFC structure. • Many communities in North Texas use HFCs for this purpose including but not limited to the Cities of McKinney, Garland, Rowlett, Fort Worth, Dallas and Arlington. The HFC would act exactly the same as the PFC would have in the creation of this senior housing. However, using the HFC shields us from any negative effects that pending legislafion might affect Public Facility Corporations in Texas. Number % Avg. � Bed Units 94 51% 700 Bed Units 91 4996 915 Bed Units 0 0% 0 185 10096 806 0 Uritsat 30%AMI 12 Units at 5096AMI 137 Units at 6096AMI 36 Units at 7096AMI Net Rentable Square Footage Bank-Constructlon Phase Bank -Balance SheetPermenentPhase lv CreditEquity $ 0.91 erredDeveloper Fee 12% Equity DfrectLoan fAL SOURCES OF FUNDS o[al SiteAcquisfdon Costs otal GC Contract otal Owner Contingency otal Professional Fees and Other Soft Costs otal Perm Financing Costs otal Construction Period Costs otal Tax Credit Fees & DD otal Reserves otal Developer Fee OTAL USES OF FUNDS CITY PARTICIPATION 149,065 TrT.!.Lil^ Toil Rental Inrnme O therincome (per unit) Total Gross Potential Income Vacancy Total Net Revenue Expenses Operating Management Fee Property Taxes Reserves Mortgage Insurance Premium Total Expenses Net Operating Income Total Debt Service Net Cash Flow Permanent Capital Phase Capital Stack Stack Per Uni[ Rate 4.00% $ 22,116,607 59.13% $ 119,549 $ 14,714,087 39.34% $ 79,536 $ 570,683 1.53% $ 3,085 $ 096 $ $ 096 $ $ 37,401,377 10096 $ 202,170 Total Costs $ 1,458,504 $ 21,689,352 $ 1,084,468 $ 2,080,408 $ 1,368,249 $ 3,633,634 $ 168,561 $ 1,230,000 $ 4,688,201 $ 371401,377 Dev. Fee Cash Flow i 109'0 259'0 104o Estimated Developer Fee Payments Senior Housing 254o Estimated Cash Flow Payments Senior Housing TOTAL REVENUETO CRY Year 1 T3�fi1P $ 7,884 $ 117,240 $ 5,862 $ 11,245 $ 7,396 $ 19,641 $ 911 $ 6,649 $ 25,342 $ 202,170 Year2 $ 132,584 $ 141,231 $ - $ 3150034 $ Per Untt $ 2,251,311 $ 12,169 $ 25,00 $ 55,581 $ 300 $ 2,306,892 $ 12,470 5.0% ($115,345) ($623) $ 21191,548 $ 11,846 $ 667,408 $ 3,608 98,620 $ 533 $ 46,250 $ 250 $ 812,278 $ 4,391 $ 1,379,270 $ 7,456 $ 1,1751121 $ 6,352 $ 204,149 $ 1,104 % of Total Construction Capital Phase Capital Stack Stack Rate 3.85% $ 27,306,184 73.01% $ 7,357,043 19.67% $ 2,73&149 7.32% $ 0% $ 096 $ 37,401,377 500.0D% Per Sq. FL $ 145.50 $ 7.28 $ 13,96 $ 9,18 $ 24,38 $ 1,13 $ 8,25 $ 31,45 $ 250.91 Year3 Years 4-15 1371937 $ $ 51,037 $ % of Total D ev. Cost a.yvn 57.99% 2.9096 5.56% 3.66% 9.72% 0.45% 3.29% 12.53% TOTAL 411,752 $ 1,686,992 ^� TIMING October, 2020 April, 2021 Spring, 2021 Fall, 2021 2023 JPI Resolution of No Objection was approved by City Council City create a Housing Finance Corporation for the purpose of creating this senior housing. Design and development of all plans for construction and submittal to the City for all reviews and approvals Finalize all local approvals and permits, close on financing and begin con- struction Finish Construction and fully open our senior housing. P •7 CONTACT: RYAN COMBS; RYAN.COMBS@JPI.COM APPLICATION FOR INCORPORATION OF HOUSING FINANCE CORPORATION The undersigned applicants are Texas citizens, at least 18 years of age, and are residents of the CitS of Anna, a home -rule municipality in Collin County, Texas. The applicants hereby petition the City of Anna City Council (the "City Council")to find that the forniation of a housing finance corporation to be known as the Anna Housing Finance Corporation (the "Corporation") under Chapter 394, Texas Local Government Code is wise, expedient, necessary, and advisable and to approve the form of proposed articles of incorporation of the corporation, which are attached hereto as Exhibit A. The above actions may only be accomplished by adoption of a resolution of the City Council. If the City Council adopts such resolution the undersigned are willing, ready and able to act as initial incorporators and file the articles of incorporation. Date: April 8, 2021 Signed: Alan Guard effreTff&eth