Loading...
HomeMy WebLinkAboutRES 07-129 (BHFC) BOND RESOLUTION NO. 07-129 WHEREAS, the Beaumont Housing Finance Corporation (the "Issuer") is a nonprofit public corporation organized and existing under the laws of the State of Texas; and WHEREAS, Tex. Local Gov't Code Ann. § 394.031 et seq. (the "Act") enables the Issuer to issue its revenue obligations for the purpose of financing any undertaking within the scope of its power in furtherance of the public purpose for which it was created; and WHEREAS, the Issuer has heretofore adopted a resolution, dated April 3, 2007 (the "Inducement Resolution"), approving in principle the financing of a proposed project in the City of Beaumont, Texas, and authorizing the execution of this Bond Resolution and the issuance of its tax-exempt and/or taxable obligations in the amount of not to exceed $5,000,000, for financing the acquisition, development and rehabilitation of the apartment complex located at 4365 South 4th Street, Beaumont, Texas (hereinafter the "Project"), and the Borrower (hereinafter defined) has represented to the Issuer that its assistance in financing the project is a vital factor in the decision to proceed with the project in the City of Beaumont, Texas on behalf of SF Pear Orchard LLC, a Texas limited liability company, and/or its assigns (the 'Borrower"); and WHEREAS, in accordance with the applicable provisions of the Act, the Issuer, in furtherance of the public purpose for which it was created, proposes to enter into a Loan Agreement (the "Agreement"), dated as of May 1, 2007, or such other date as shall be approved by the Issuer, with the Borrower under terms of which the Issuer agrees to finance, in whole or in part, the cost of acquiring, constructing and installing the Project, all as is more fully set forth in the Agreement for the exclusive use and occupancy of the Borrower, and the Borrower agrees to pay to the Issuer specified payments which will be fully sufficient to pay the principal of and interest on the Bonds hereinafter authorized as the same become due and to pay certain administrative expenses in connection with said Bonds; and WHEREAS, after study and investigation by the Issuer, it appears to be in the best interests of the citizens of the City of Beaumont that the Agreement be entered into, and the Issuer has found and does hereby declare that the Project constitutes a lawful and valid public purpose in that it will further the public purpose intended to be served by the Act; and WHEREAS, a feasible method of financing the Project is by the issuance and sale of the Beaumont Housing Finance Corporation Multifamily Housing Mortgage Revenue Bonds (SF Pear Orchard, LLC Project), Series 2007 (hereinafter the 'Bonds") to be issued in an aggregate amount not to exceed$5,000,000; and Page 1 WHEREAS, under the terms of the Agreement, the Issuer will receive payments from the Borrower, which said payments shall be assigned and pledged, together with the Agreement itself, and other "Revenues" (defined in the Agreement) as security for the payment of the principal of,prepayment premium(if any) and interest on, the Bonds; and WHEREAS, as security for the payment of the Bonds, the Borrower will convey title to and grant a security interest in the Project to the Issuer by a Mortgage, Assignment of Rents and Security Agreement (the "Security Agreement"), dated as of May 1, 2007, or such other date as shall be approved by the Issuer, and WHEREAS, the Issuer and Bank of Oklahoma, N.A., Tulsa, Oklahoma, or such other trustee as shall be approved by the Issuer (the "Trustee") will enter into a Trust Indenture, dated as of May 1, 2007, or such other date as shall be approved by the Issuer (hereinafter the "Trust Indenture"), containing the form of the Bonds and setting forth in detail the terms under which the Bonds are to be issued; NOW, THEREFORE,BE IT RESOLVED, as follows: Section 1. Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act. Section 2. Findings. It is hereby ascertained, determined and declared that: (a) the financing of the Project is a lawful and valid public purpose in that it will further the public purpose intended to be served by the Act; (b) the payments to be received by the Issuer under the Agreement will be fully sufficient to pay the principal of and interest on, the Bonds as the same become due and to pay certain administrative expenses in connection with the Bonds; and (c) the Bonds will constitute only a limited obligation of the Issuer and will be payable solely from the Revenues to be assigned and pledged to the payment thereof and will not constitute a debt or a general obligation or a pledge of the faith and credit of the Issuer, State of Texas or any political subdivision thereof, including Jefferson County or the City of Beaumont, Texas, and will not directly, indirectly, or contingently obligate the Issuer, said State or any political subdivision thereof, including said County or City, to levy or to pledge any form of taxation whatever for the payment thereof. Section 3. Authorization of the Financing of the Project. The financing of the Project as contemplated in the Agreement is hereby authorized. Section 4. Authorization of Bonds. For the purpose of financing the cost, in whole or in part, of the Project, the issuance of revenue bonds of the Issuer known as 'Beaumont Housing Finance Corporation Multifamily Housing Revenue Bonds (SF Pear Page 2 Orchard, LLC Project), Series 2007" is hereby authorized. The Bonds shall be dated, mature, bear interest, be subject to prepayment prior to maturity and be payable as set forth in the Agreement. The Bonds shall be issued as fully registered taxable and/or tax exempt Bonds in the denominations and face amounts (the aggregate of which shall not exceed $5,000,000 at a weighted average interest rate not to exceed 9.50% per annum), set forth in the Agreement and with such rights of transfer and executed in the manner provided in the Agreement. Section 5. Authorization of Agreement. The execution, delivery and performance of the Agreement between the Issuer and the Borrower are hereby authorized. The Agreement shall be in substantially the form submitted to this meeting, subject to such minor changes, insertions or omissions as may be approved by the President of the Issuer, and the execution of the Agreement by the President and Secretary of the Issuer as hereby authorized shall be conclusive evidence of any such approval. Section 6. Approval of Security Agreement. The form of the Security Agreement from the Borrower to the Issuer is hereby approved. The Security Agreement shall be in substantially the form submitted to this meeting, subject to such minor changes, insertions or omissions as may be approved by the President of the Issuer, and the acceptance of the Security Agreement by the Issuer shall be conclusive evidence of any such approval. Section 7. Authorization of Trust Indenture. In order to secure the payment of the principal of and interest on, the Bonds herein authorized, the execution, delivery and performance of the Trust Indenture by and between the Issuer and the Trustee are hereby authorized. The Trust Indenture shall be in substantially the form submitted to this meeting, subject to such minor changes, insertions or omissions as may be approved by the President of the Issuer and the execution of the Assignment by the President and Secretary of the Issuer as hereby authorized shall be conclusive evidence of any such approval. Section 8. Authorization of Sale of Bonds. The sale of the Bonds to Bergen Capital, Inc., or such other underwriter as shall be approved by the Issuer (the "Underwriter"), as provided in the Agreement, is hereby approved. Section 9. Ratification and Confirmation of Inducement Agreement. The execution and subsequent delivery on behalf of the Issuer of the Inducement Agreement with respect to the Issuer's agreement in principle to finance the Project are hereby ratified and confirmed. Section 10. Non-Arbitrage Certification. Any officer of the Issuer is hereby authorized to execute a non-arbitrage certification in order to comply with Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable Income Tax Regulations thereunder. Page 3 Section 11. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Agreement or the Trust Indenture shall be deemed to be a stipulation, obligation or agreement of any officer, director, agent or employee of the Issuer in his individual capacity, and no such officer, director, agent or employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof. Section 12. Indemnification. Issuance of the Bonds is conditioned upon the inclusion of Section 410 entitled "Indemnification of Issuer and Trustee" in the terms of the Trust Indenture. Section 13. General Authority. From and after the execution and delivery of the documents hereinabove authorized, the proper officers, directors, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and are further authorized to take any and all further actions and execute and deliver any and all other documents and certificates as may be necessary or desirable in connection with the issuance of the Bonds and the execution and delivery of the Agreement and the Trust Indenture and to document compliance with the provisions of Section 103 of the Internal Revenue Code of 1986, as amended, it being the intent herein to clothe said officials with broad and plenary powers in the premises. The President and Secretary of the Issuer are hereby authorized and directed to prepare and furnish to the purchaser or purchasers, when the Bonds are issued, certified copies of all the proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Issuer as to the truth of all statements contained therein. Section 14. Actions Approved and Confirmed. All acts and doings of the officers of the Issuer which are in conformity with the purposes and intents of this Bond Resolution and in the furtherance of the issuance of the Bonds and the execution, delivery and performance of the Agreement and the Trust Indenture shall be, and the same hereby are, in all respects approved and confirmed. Section 15. Severability of Invalid Provisions. If any one or more of the agreements or provisions herein contained shall be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof or of the Bonds authorized hereunder. Page 4 SECRETARY'S CERTIFICATE I, LL&u ) (�"� Secretary of the Beaumont Housing Finance Corporation , DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Bond Resolution adopted on the 1 st day of May, 2007, by the members of the Issuer in a meeting duly called and assembled, which was opened to the public and at which a quorum was present and acting throughout, and that the original of said Bond Resolution appears of record in the Minute Book of the Issuer which is in my custody and control. � SfGIVEN under the hand and seal of the Beaumont Housing Finance Corporation this_day of May, 2007. 1W �111 Secretary, Beaumont Housing Finance 110 Corporation lot 4444k AV Page 6 Section 16. Repealing Clause. All resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 17. Effective Date. This Bond Resolution shall take effect immediately upon its adoption. ADOPTED on the 14day of May, 2007. BEAUMONT HOUSING FINANCE CORPO I N By: President (S E.&41 � / •.u• / 111 Page 5 SECRETARY'S CERTIFICATE I, Lulu L. Smith, Secretary of the Beaumont Housing Finance Corporation, DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Bond Resolution adopted on the I st day of May, 2007,by the members of the Issuer in a meeting duly called and assembled, which was opened to the public and at which a quorum was present and acting throughout,and that the original of said Bond Resolution appears of record in the Minute Book of the Issuer which is in my custody and control. GIVEN under the hand and seal of the Beaumont Housing Finance Corporation this day of May, 2007. Secretary, Beaumont ffousing Finance Corporation -10o g Fins' o � o ....•. m . .a r • r n Page 7 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF JEFFERSON § We, the undersigned officers of the Beaumont Housing Finance Corporation hereby certify as follows: 1. The Board of Directors of the Beaumont Housing Finance Corporation (the "Corporation") convened in a special meeting on the 1st day of May, 2007, at the regular meeting place thereof, within said City, and the roll was called of the duly constituted officers and members of said Board of Directors and the City Clerk,to wit: Guy N. Goodson Director and President Lulu Smith, M.D Director&Secretary/Treasurer Becky Ames Director Andrew P. Cokinos Director Audwin Samuel Director Bobbie J. Patterson Director Nancy A. Beaulieu Director and all of said persons were present, except the following absentees: Andrew P. Cokinos, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written BOND RESOLUTION was duly introduced for the consideration of said Board of Directors and read in full. It was then duly moved and seconded that said Bond Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Bond Resolution,prevailed and carried by the following vote: AYES: 6 NOES: 0 2. That a true, full and correct copy of the aforesaid Bond Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that said Bond Resolution has been duly recorded in said Board of Directors' minutes of said meeting pertaining to the adoption of said Bond Resolution; that the above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors' minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors' minutes as indicated therein; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and purpose of the aforesaid meeting, and that said Bond 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; that said meeting was open to the public as required by law; and the public as required by law; and that public notice of the date, hour, place and subject of said meeting was given as required by Chapter 551 of the Texas Government Code Annotated, Vernon's 1994, as amended. SIGNED AND SEALED this 131 day of May, 2007. 4� A-,- Lulu Smith, M.D. Guy N. Goodson, President of Secretary/Treasure of Beaumont Housing Finance Corporation Beaumont Housing Finance Corporation (S E A L « �asl�9 F/a =� ,UMO �1111 }t. O� ......, .�c r 1 ff CO AW • 1 y • 222 -2-