resolution declaring intent to issue bonds executed 12-11-2008[1]

8/11/2019 Resolution Declaring Intent to Issue Bonds Executed 12-11-2008[1]

1/8

CERTIFICATE

FOR

RESOLUTION

THESTATEOFTEXAS

COUNTYOFDALLAS

I,

the

undersigned

officer

of

City

of

Dallas Housing Finance Corporation (the

Corporation ),

do

hereby make

and

execute this Certificate

for the benefit of all

persons

interestedin thevalidityof allactionsandproceedingsof theCorporation. I dohereby certify as

follows:

1. I am theduly chosen, qualified andactingofficer of theCorporationfor the

office

shownbeneath

my

signature

and in

suchcapacity

I am

familiar with

the

matters contained

in

this

Certificate,

and I am

authorized

to

make, execute

and

deliver this Certificate.

2. The

Board

of

Directors

of the

Corporation (the

Board )

convened

on

December 11,2008, themeeting place opento thepublicandnoticeofsaidmeetinggiving the

date, place

and

subject thereof, having been posted

as

prescribed

by

Chapter 551, Texas

Government Code, and the roll was called of the duly constituted members of said Board of

Directors, towit:

Monique Allen Marcos Rincon

Eric Anderson Sherman Roberts

Robert Chereck DonRobinson

Mark

Gonzales

Eliza Ruth Steward

DavidKitner Levar Thomas

Randall Parker

and

all of

said persons were present except

the

following:

Member Chereck, thus constituting

a

quorum. Whereupon, among other business, the followingw as transacted atsaid meeting: a

written resolution bearing thefollowingcaptionw asintroducedf orconsiderationof theBoard:

RESOLUTION DECLARING INTENT TO ISSUE BONDS TO PROVIDE

FINANCING FOR A MULTI-FAMILY RESIDENTIAL RENTAL

DEVELOPMENT FOR PERSONS OF LOW AND MODERATE INCOME;

PRESCRIBING

CERTAIN TERMS

AND

CONDITIONS

OF

SUCH BONDS;

AUTHORIZING THE FILING OF AN APPLICATION WITH THE TEXAS

BOND REVIEW BOARD; AND CONTAINING OTHER PROVISIONS

RELATINGTO THESUBJECT

It was then duly moved and seconded that the Resolution be adopted and, after du e

discussion, said motion

was

approved

and

adopted with

all

present voting

in

favor except

fo r

Member Anderson,whovoted against.

3. Theattachedandfollowingis atrueandcorrect copyof theResolutionasadopted

and

approved and is on file in the records of the Corporation; said Resolution has not been

amended

and is in

full force

a nd effect.

1501859_2.DOC


2/8

4. The persons

named

in the

above

and

foregoing paragraph

2

were

the

duly

qualified and

acting members

of the

Board

as

indicated therein;

in

accordance with

the

Bylaws

of the Corporation, each of the members of said Board was duly and

sufficiently

notified

officially

and personally, in advance, of the time, place, and purpose of the aforesaid meeting

and that said Resolution would be introduced and considered for adoption at said meeting; and

each of said

officers

and members consented, in advance, to the holding of said meeting for such

purpose.

-2-

1501859_2.DOC


3/8

WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CORPORATION, THIS

DECEMBER 11,2008.

[SEAL]

Secretary, City

of

Dallas Housing

Finance Corporation

Signature Page

to ertificate fo r

Resolution

Dallas 1501859v.l


4/8

RESOLUTION DECLARING INTENT TO ISSUE BONDS TO PROVIDE

FINANCING FOR A MULTI-FAMILY RESIDENTIAL RENTAL

DEVELOPMENT FOR PERSONS OF LOW AND MODERATE INCOME;

PRESCRIBING CERTAIN TERMS AND CONDITIONS OF SUCH BONDS;

AUTHORIZING THE

FILING

OF AN

APPLICATION WITH

TH E

TEXAS

BOND REVIEW BOARD; AND CONTAINING OTHER PROVISIONS

RELATIN G TO THE SUBJECT

WHEREAS, the City of Dallas Housing Finance Corporation (the Corporation ) has

been duly and properly

created

and organized under the Texas Housing Finance Corporations

Act,

as

amended, Article 12691-7, Vernon's Annotated Texas Civil Statutes

and now

codified

as

Texas Local G overnment

Code,

Chapter

394

(the Act );

and

WH ERE AS, the Act authorizes the Corporation to issue revenue bonds fo r the purpo se o f

providing financing for residential developments located within the City of Dallas, Texas (the

City ), and intended to be occupied substantially (at least 90 percent) by persons of low and

moderate incom e, as determined by the Board o f Directors of the Corporation; and

WHEREAS,

Sections 103 and 142(a)(7) of the Internal Revenue Code of 1986, as

amended (the

Code ),

provide that

the

interest

on

fully registered obligations issued

by or on

behalf of a state or a political subdivision thereof substantially all of the proceeds of which are to

be used to provide qualified residential rental projects shall be excludable

from

gross income for

federal income tax purposes if the requirements of Section 142(d) and other applicable Sections

of

the

Code

are satisfied ; and

WHEREAS,

Section 146(a)

of the

Code requ ires that certain private activity

bonds (as

defined in Section 141 (a) of the Code) must come w ithin the issuing author ity's private activity

bond limit for the applicable calendar year in order to be treated as obligations the interest on

which is excludable from the gross income of the holders thereof for federal income tax

purposes;

and

WHEREAS, pursuant

to

Section 3021

of the

Housing

and

Economic Recovery

Act of

2008, additional private activity bond volume

cap for qualified

mortgage bonds

and

qualified

residential rental projects has become available to the State of Texas (the Emergency Housing

Volume

Cap );and

WHEREAS, the Corporation has received a reservation (the Reservation ) of

Emergency Housing Volume

Cap

from

the

Texas Bond Review Board (the Bond Review

Board )

in the amo unt of $150,000,000 fo r mu lti-family residential rental development

purposes;

and

WHEREAS, it is proposed that the Corporation use up to $102,000,000 of the

Reservation to issue its revenue bo nds to provide financing fo r a mu lti-family residential rental

development consisting of the projec t (the

Project )

described in Exhibit A attachedhereto,and

to

be owned by a limited partnership or other entity to be formed under the laws of the State of

1501859_2.DOC


5/8

Texas,

the

principals

o f

which

are

anticipated

to

include Curtis Lockey

and

CraigMacKenzie,

or

arelated person within the meaning o f the Code (the Owner );and

WHEREAS,

the

Owner

has

made

no t

more than

60

days prior

to the

date hereof,

paym ents with respect to the acquisition, construction, reconstruction or renovation of the Pro ject

listed on Exhibit A attached hereto and expects to make additional payments in the future and

desires that it be reimbursed for such payments and other costs associated with the Project

( Costs

of the

Project )

from the

proceeds

of

tax-exempt obligations

to be

issued

by the

Corporation subsequent to the date hereof; and

WH EREA S, the Corporation desires to reimburse the Owner for some or all of the C osts

of

the Project, but solely

from

and to the extent, if any, of the proceeds o f tax-exempt obligations

tobe issued subsequent to the

datehereof(the Bonds );

and

WHEREAS, the Corporation reasonably expects, based on information and

representations of the Owner, to incur debt in the

form

of tax-exempt obligations for purposes of

paying costs of the Project; and

WHEREAS, in connection with the proposed issuance of the Bonds, the Corporation, as

issuer of the Bonds, will be required to submit certain inform ation (an Application ) with and as

required by the Bond Review Board with respect to the Bonds in order to utilize a portion of

Reservation in connection with the Bond Review Board's authority to administer the allocation

of the authority of the state to issue private activity bond s; and

WHEREAS, the Board of Directors has

determined

to declare its intent to issue the

Bonds

for the

purpose

of

pro viding

funds to the

Owner

to

finance

the

Project

on the

terms

and

conditions hereinafterset

forth;

NOW, TH EREFOR E, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE

CITY OF DA LLAS HOUSING FIN AN CE CORPORATION THAT:

Section 1. The Corporation reasonably expects to reimburse the Owner for all or a

portion of the Co sts o f the Project that have been or will be paid subsequent to the date that is 60

days prior to the date hereof in connection with the acquisition, construction, reconstruction or

renovation of the property comprising the Projectfrom the proceeds of the Bonds in an amount

which

is

reasonably estimated

to be

sufficient:

(a) to

fund

a

loan

to

provide financing

for the

acquisition,

construction, equipping

and

furnishing

of the

Project

and costs incidental

thereto,

including reimbursing

the

Owner

for all

costs that have been

or

will

be

paid subsequent

to the

date that

is 60

days prior

to the

date hereof

in

connection with

the

acquisition, construction,

reconstruction

or

renovation

of the

Project;

(b) to fund

certain reserves

for the benefit of the

holders of the Bonds; and (c) to pay certain costs incurred in c onnection w ith the issuance of the

Bonds.

Section

2.

Based

on

representations

of the

Owner,

the

Corporation reasonably expects

that

the maximum aggregate principal amount of debt issued to reimburse the Owner for costs of

the Project

will

not exceed $102,000,000.

-2-

1501859_2.DOC


6/8

Section 3. The obligation of theCorporation to issue theBondson a tax-exemptbasisis

specifically subject to the ability of the Corporation to issue such Bonds in compliance with the

Volume Cap provisions o f Section 146 of the Code, Chapter 1 372, Texas Go vernment Code,

and the rules of the Bond Review Board promulgated pursuant thereto, to the Owner setting

aside at least 280 units in the Project to be rented to persons or families earning no more than

80% of the area median

family

income and to any rules, regulations or conditions of the

Corpo ration relating to the issuance of the Bonds.

Section 4. The Projec t willbe in furtherance of the public purposes of the Corporation

setforth in Section 394.002 of the Act, including witho ut limitation, assisting persons o f low and

moderate income to obtain decent, safe and sanitary housing or rentals they can afford, and the

Owner has provided or will provide, or cause to be provided, at its expense, the necessary

interim

financing toexpeditethecommencement of theacquisition, construction, reconstruction

or rehabilitation o f the Project. On or prior to the issuance of the Bonds, the Owner will enter

into a purchase, lease or loan agreement on an installment payment basis with the Corporation

under which the Corporation will make a loan to the Owner for the purpose of financing the

Costs of the Project and the Owner will make installment payments sufficient to pay the

principal of and anypremium and interest on the Bonds. The Bonds shall never constitute an

indebtedness or pledge of the

faith

and credit of the State, of the City or of any other political

corpo ration, subdivision or agency o f the State within the meaning of any State constitutional or

statutory pro vision, and the Bonds shall never be paid in w hole or in part o ut of anyfunds raised

or to be raised by taxation or any other

funds

of the City, and shall be payable solely from the

revenues o f the Corpo ration derived from or in connection with the sale or lease of the Project or

the loan o f the proceeds of the Bonds and

from

such other amounts as may be obtained through

the exercise of the remedies provided in the financing documents upon the occurrence of an

event ofdefault.

Section 5. The Costs of the Project may include any cost of acquiring, constructing,

reconstructing, rehabilitating, impro ving and expanding the Project. Without limiting the

generality of the foregoing, the Costs of the Project shall specifically include the cost of the

acquisition of all land, rights-of-way, property rights, easements and interests, financing charges,

inventory, raw materials and other supplies, interest prio r to and during co nstruction and for one

year after completion of construction whether or not capitalized, necessary reserve funds, the

cost

of

estimates

and of

engineering

and

legal services, plans, specifications, surveys, estimates

of

cost and of revenue, other expenses necessary or incident to determining the feasibility and

practicability of

acquiring, constructing, reconstructing,

rehabilitating,

improving

and expanding

the Project, administrative expenses and such other expenses as may be necessary or incident to

the acquisition, construction, reconstruction, rehabilitation, improvement and expansion of the

Project, the placing of the Project in o peration and that

satisfy

the Act and the Code. The Ow ner

shall (i) be responsible fo r and pay any Costs of the Project incurred by it prior to issuance of the

Bonds and will pay all Costs of the Project which are not or cannot be paid or reimbursed

from

the proceeds of the Bonds and (ii) at all times, indemnifyand hold harmless the Corporation, its

Board

of

Directors,

the

City,

and its

City Cou ncil against

all

losses, co sts, dam ages, expenses

and

liabilities

of

whatsoever nature (including

but not

limited

to

attorneys' fees, litigation

and

court

costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly

resulting

from,

arising out of or related to the issuance,

offering,

sale or delivery of the Bonds, or

-3-

1501859_2.DOC


7/8

the design, construction, installation, operation, use, occupancy, maintenance orow nershipof the

Project.

Section 6. TheBoardof Directors

herebyfinds,

determines,

recites

and

declaresthat

the

Bonds shall not constitute an indebtedness, liability, general, special or moral obligation or

pledge or loan of the

faith

or credit or taxing power of the State of Texas, the City or any other

political subdivision or municipal or political corporation or governmental unit, nor shall the

Bonds ever be deemed to be an obligation or agreement of any officer, director, agent or

employee o f the Corporation in his or her individual capacity, and none of such persons shall be

subject

to any

personal liability

by

reason

o f the

issuance

of the

Bonds.

Section 7. Neither the Owner nor any other party is entitled to rely on this Reso lution as

a commitment to loanfunds,and the Corporation

reserves

the right not to issue the Bonds

either

with or w ithout cause and w ith or without notice, and in such event the Corporation shall not be

subject

to any

liability

or

damages

of any

nature. Neither

the

Owner

nor any one

claiming

by,

through

or

under

the

Owner,

nor any

investment banking firm

or

potential purchaser

of the

Bonds shall have

any

claim against

the

Corporation whatsoever

as a

result

of any

decision

by the

Corpo ration not to issue the Bonds.

Section 8. The Board of Directors hereby

finds,

determines, recites and declares the

Cor poration 's intent that this Resolution co nstitute itsofficial intent for expenditures on Costs of

the Project which will be reimbursed out of the issuance of the Bonds within the meaning of

Sections 1.103-8(a)(5)(i)

and

(ii)

and

1.150-2, Title

26 ,

Code

of

Federal Regulations,

as

amended,

and

applicable rulings

of the

Internal Revenue Service thereunder,

to the end

that

the

Bonds issued to reimburse Costs of the Project may qualify for the exemption provisions of

Section 142(a)(7)

of the

Code

and

that

the

interest

on the

Bonds will therefore

be

excludable

from

the

gross incomes

of the

holders thereof under

the

provisions

of

Section 103(a)(l)

of the

Code.

Section 9. The Corpo ration hereby authorizes the filing and any submission of an

Application with the Bond Review Board, that Vinson & Elkins L.L.P. be designated as the

authorized representative of the Corporation for purpo ses of an Application.

Section 10. The

officers,

employees and agents of the Corporation shall be, and each is,

expressly authorized, empowered

and

directed from time

to time and at any

time

to do and

perform

all acts and things necessary and desirable to carry out andeffectuate the purposes of

this Resolution.

Section 11. The Board of Directors of the Corporation hereby

finds,

determines and

declares that written notice of the date, hour, place and subject of the meeting at which this

Resolution was adopted w as posted and that such m eeting w as open to the pub lic as required by

law at all times during which this Resolution and the subject matter

hereof

were

discussed,

considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,

Texas Government Code.

PASSED AND APPROVED this 11th day of December, 2008.

1501859_2.DOC


8/8

EXHIBIT

A

DESCRIPTION

OFPROJECT

Costs of the Project to be financed by tax-exempt bonds in an amount not to exceed

102,000,000 include the acquisition, construction, reconstruction or rehabilitation of a

multifamily

residential housing project and related facilities proposed to be located at 1600

Pacific

and

1511

E lm

Street

in the

City

o f

Dallas, Dallas County, Texas 75201.

A-l

1501859

2.DOC

resolution declaring intent to issue bonds executed 12-11-2008[1]

Documents