HomeMy WebLinkAboutPACKET SEP 18 1984 AGENDA
REGULAR SESSION OF THE CITY COUNCIL
SEPTEMBER 18, 1984
CITY COUNCIL CHAMBERS
1:15 P.M.
* Invocation.
* Pledge of Allegiance.
* Roll call .
* Proclamations,
* Consent Agenda.
* Public Hearing issuance of bonds for Pinedale Manor.
1. A resolution approving issuance of bonds by the Beaumont Multi-Family
Housing Finance Corporation of $1,900,000 in Multi-Family Housing
Finance Bonds to finance Pinedale Manor.
2. A resolution awarding a bid for the Longfellow Interceptor Sanitary
Sewer project.
3. A resolution authorizing an amendment to the agreement for engineer-
ing services for the College Street TIP Project.
4. A resolution accepting the 1983 Community Development Block Grant
Street Rehabilitation Program as complete and authorizing final pay-
ment to the contractor.
Other business.
Hear citizens.
Recess.
RECONVENE FOR WORK SESSION.
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1.
September 14, 1984
Council Letter 745
Honorable Mayor and
Members of City Council
Subject: Pinedale Manor
The Beaumont Multi-Family Housing Finance Corporation has issued an induce-
ment resolution agreeing to finance $1,900,000 in Multi-Family Housing Finance
Bonds for the construction of Pinedale Manor, a multi-family apartment project
to be located at the corner of Major Drive and Bindow Circle. The developers
are W. H. Watkins and B. R. Casey.
The rules of the Texas Economic Development Commission and Federal tax law
require that the City Council hold a public hearing and approve the issuance
of the bonds. The bonds will not be obligations of the City of Beaumont; the
sole source of every payment will be revenues from the project.
It is recommended that this resolution be approved.
Karl Nollenberger
City Manager
RESOLUTION APPROVING THE ISSUANCE OF
BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION
$1 ,900 , 000 MULTI-FAMILY HOUSING REVENUE BONDS,
SERIES 1984
(PINEDALE MANOR DEVELOPMENT)
WHEREAS , by a duly adopted resolution of the City
Council (the "Governing Body") of the City of Beaumont , Texas
(the "City") , the Governing Body authorized and approved the
creation of the Beaumont Multi-Family Housing Finance
Corporation (the "Corporation") pursuant to the Texas Housing
Finance Corporations Act , Article 12691-7 , Vernon' s Annotated
Texas Civil Statutes , as amended (the ''Act") ; and
WHEREAS , the Corporation has been duly and properly
created and organized as a housing finance corporation under
the Act; and
WHEREAS, the Act authorizes the Corporation to (i) lend
money for corporate purposes , (ii) issue revenue bonds for
the purpose of providing financing for, and to defray in
whole or part, the development costs of residential
developments located within the City and intended to be
occupied substantially (at least 907) by persons of low and
moderate income, as determined in Rules and Regulations
adopted by the Board of Directors of the Corporation, and
(iii) rent, lease, sell or otherwise dispose of such
residential developments , or loan the proceeds of such
revenue bonds to any person to defray, in whole or in part,
the development costs of any residential development; and
WHEREAS, the definition of "residential development" in
the Act includes the acquisition, construction, reconstruc-
tion, rehabilitation, repair, alteration, improvement, or
extension of any land, interest in land, building, structure,
facility, system, fixture, improvement , addition, appurte-
nance , machinery, or equipment or any combination thereof,
all real and personal property deemed necessary in connection
therewith, and all real and personal property or improvements
functionally related and subordinate thereto, substantially
(at least 907) for use by or intended to be occupied
substantially (at least 907) by persons of low and moderate
income, as determined in Rules and Regulations adopted by the
Board of Directors of the Corporation; and
WHEREAS , the definition of "development costs" in the
Act includes the sum total of all reasonable or necessary
costs incidental to the providing, acquisition, construction,
reconstruction , rehabilitation, repair, alteration,
improvement , and extension of a residential development ,
including, without limitation, the following: the cost of
studies and surveys; plans and specifications ; architectural
and engineering services ; financial advisory, mortgage
banking and administrative services; underwriting fees ;
legal , accounting, marketing, and other special services
relating to residential development or incurred in connection
with the issuance and sale of bonds; necessary application
and other fees to federal , state, and local government
agencies for any requisite approvals for construction, for
assisted financing or otherwise; financing, acquisition,
demolition, constrution, equipment, and site development of
new and rehabilitated buildings ; the relocation of utilities ,
public ways , and parks ; the construction of recreational,
cultural , and commercial facilities; rehabilitation,
reconstruction, repair, or remodeling of existing buildings
and all other necessary and incidental expenses , including
trustee and rating agency fees and an initial bond and
interest reserve together with interest on bonds issued to
finance a residential development to a date 12 months
subsequent to the estimated date of completion; any premiums
for mortgage insurance or insurance with respect to bonds ;
and such other expenses as the Corporation may deem
appropriate to effectuate the purposes of the Act; and
WHEREAS , Section 103(b) (4) (A) of the Internal Revenue
Code of 1954 , as amended (the "Code") , provides that the
interest on industrial development bonds (in the form of
fully registered obligations) issued by or on behalf of a
state or a political subdivision thereof as part of an issue
substantially all (at least 90X) of the proceeds of which are
to be used to provide projects for residential rental
property shall be exempt from federal income taxation if at
least 20% of the units in each project are to be occupied by
individuals of low or moderate income, within the meaning of
Section 103(b) (12) (C) of the Code , at all times during the
qualified project period set forth in Section 103(b) (12) (B)
of the Code; and
WHEREAS, the Act provides that the proceeds of revenue
bonds issued pursuant to the Act may be used to defray, in
whole or in part, the development costs of residential
developments intended to be occupied substantially (at least
90%) by persons of low and moderate income whose adjusted
gross income , together with the adjusted gross income of all
persons who intend to reside with such persons in one
dwelling unit, did not, for the immediately preceding taxable
year, exceed the maximum amount established as constituting
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moderate income in Rules and Regulations adopted by the Board
of Directors of the Corporation; and
WHEREAS, on June 20 , 1984 , the Corporation duly adopted
a RESOLUTION DECLARING INTENT TO ISSUE BONDS TO PROVIDE
FINANCING FOR A RESIDENTIAL DEVELOPMENT FOR PERSONS OF LOW
AND MODERATE INCOME (PINEDALE MANOR DEVELOPMENT) ; PRESCRIBING
CERTAIN TERMS AND CONDITIONS OF SUCH BONDS; AND CONTAINING
OTHER PROVISIONS RELATING TO THE SUBJECT, a copyrof which is
attached hereto as Exhibit "A" , wherein it is proposed that
the Corporation issue its revenue bonds for the purpose of
providing tax exempt financing for a multi-family rental
residential development (the "Development") consisting of up
to 116 dwelling units to be located within the City on the
land described in Exhibit "B" , and to be owned by Pinedale
Manor, a general partnership, or its permitted assigns (the
"Owner") ; and wherein the Corporation has indicated its
intent to issue its Multi-Family Housing Revenue Bonds ,
Series 1984 (Pinedale Manor Development) (the "Bonds") , in
the approximate aggregate principal amount of $1 ,900 , 000 to
defray, in whole or in part, certain development costs
incurred or paid with respect to the Development, subject to
the consummation of certain contractual agreements between
the Corporation and the Owner and the satisfaction of other
conditions set forth in said Resolution; and
WHEREAS, the Owner has indicated its willingness to
enter into contractual agreements with the Corporation
providing assurance satisfactory to the Corporation that at
least 90% of the dwelling units comprising the Development
will be occupied at all times by persons of low and moderate
income, as determined in accordance with the Rules and
Regulations adopted by the Board of Directors of the
Corporation, that the Development will serve or be available
for general public use in accordance with Treas . Reg.
§1. 103-8 (a) (2) and shall be used otherwise than on a
transient basis (within the meaning of the Code and the
Regulations promulgated thereunder) , and that substantially
all (at least 92%) of the proceeds of the issuance of the
Bonds will be used to provide projects for residential rental
property, at least 20% of which project units will be
occupied (or held vacant and available for occupancy) by
individuals of low or moderate income within the meaning of
Section 103 (b) (12) (c) of the Code at all times during the
qualified project period set forth in Section 103(b) (12) (B)
of the Code; and
WHEREAS , the Corporation proposes to adopt substantially
in the form attached as Exhibit "C" a RESOLUTION AUTHORIZING
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THE ISSUANCE OF BEAUMONT MULTI-FAMILY HOUSING FINANCE
CORPORATION $1 , 900 , 000 MULTI-FAMILY HOUSING REVENUE BONDS ,
SERIES 1984 (PINEDALE MANOR DEVELOPMENT) , THE EXECUTION OF A
TRUST INDENTURE AND OTHER RELATED DOCUMENTS, AND ADOPTION OF
CERTAIN RULES AND REGULATIONS , wherein the Corporation
proposes to approve the Development and authorize and direct
the issuance of the Bonds to finance and defray, in _whole or
in part, the development costs of the Development, in
accordance with the terms , conditions and provisions of such
Resolution; and
WHEREAS, the Governing Body has determined that the
issuance of the Bonds and the approval of the Development
will further the public purposes of the Act, and desires to
approve and authorize the proposed Development and the
issuance of the Bonds by the Corporation to finance and
defray, in whole or in part, certain development costs of the
Development; and
WHEREAS , as a prerequisite to the exemption from federal
income tax of interest on obligations issued pursuant to
Sectin 103(b) (4) (A) of the Code , Section 103(k) of the Code
provides that such issue must be approved by the applicable
elected representative of the governmental unit on whose
behalf such obligations are issued and each governmental
jurisdiction over the area in which any facility to be
financed from the proceeds of such issue is located (except
that if more than one governmental unit has jurisdiction over
the entire area in which such facility is located, only one
governmental unit need approve the issue) , only after a
public hearing has been held; and
WHEREAS, the City is a "governmental unit" within the
meaning of the Code; and
WHEREAS, as the elected legislative body of the
governmental unit within which the entire Development is
located, the Governing Body is an "applicable elected
representative" of the governmental unit with specific
authority within the meaning of Section 103(k) of the Code;
and
WHEREAS, the facilities comprising the Development are
lcoated entirely within the geographic jurisdiction of the
City, thus necessitating only one public hearing and approval
pursuant to Section 103(k) of the Code; and
WHEREAS, in compliance with Section 103(k) of the Code,
and the Open Meetings Law, as amended, Article 6252-17 ,
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Vernon' s Annotated Texas Civil Statutes , notice in writing of
a public hearing to approve issuance of the Bonds has been
published in a newspaper of general circulation in the City
on August 24 , 1984 , and September 7 , 1984 , and written notice
has also been posted continuously at the Jefferson County
Courthouse in Beaumont, Texas , since-September 14 , 1984 , and
pursuant to such notice, the Governing Body has this day held
a public hearing for the purpose of considering the
authorization and approval of the proposed Development and
the issuance of the Bonds ; and
WHEREAS, this public hearing has been conducted in order
to provide an opportunity for persons with differing views on
both the authorization and issuance of the Bonds and the
location and nature of the Development to be heard, and in
order to comply with Section 103 (k) of the Code and the Act;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BEAUMONT, TEXAS :
Section 1 . The Governing Body hereby finds ,
determines , recites and declares that the issuance of the
Bonds to provide tax exempt financing for the proposed
Development , and the approval of the proposed Development, is
in furtherance of and will promote the public purposes of the
Act, including, without limitation, assisting persons of low
and moderate income to obtain decent, safe and sanitary
housing at rentals they can afford.
Section 2 . The Governing Body, as the elected
legislative moody of the City, and for the purposes of
complying with the terms and provisions of Section
103(b) (4) (A) and 103(k) of the Code and the Act, does hereby
approve, ratify, adopt and confirm the Resolutions of the
Corporation, in substantially the forms attached hereto as
Exhibits "A" and "C"; and does hereby approve and authorize
the Development contemplated in such Resolutions and the
issuance of the Bonds by the Corporation in the amount and
for the purposes therein expressed, including, without
limitation, the financing of development costs in connection
with the proposed Development.
Section 3 . The Governing Body has considered
evidence of the publication and posting of notice of this
meeting and public hearing and officially finds , determines ,
recites , and declares that a sufficient written and
reasonable public notice of the date, hour and place of this
meeting and public hearing and of the subject matter of this
Resolution, was published in a newspaper of general
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circulation in the City not less than fourteen (14) days
prior to this meeting and public hearing, and thereafter
weekly; that such meeting and public hearing was open to the
public as required by law at all times during which this
Resolution and the subject matter hereof were discussed,
considered, and formally acted upon,; that the giving of
notice in the manner provided above was reasonably designed
to apprise residents of the City of the proposed
authorization and issuance of the Bonds and approval of the
Development; that the meeting and public hearing was
conducted in a manner that provided a reasonable opportunity
for persons with differing views on the issuance of the Bonds
and the nature and location of the Development facilities to
be heard; and that this meeting and public hearing was held
at a time and place convenient for persons affected by the
financing of the Development and issuance of the Bonds; and
that the foregoing notice and hearing complied with the Open
Meetings Law, as amended, Article 6252-17 , Vernon' s Annotated
Texas Civil Statutes , and Section 103(k) of the Code.
PASSED, ADOPTED AND APPROVED THIS 18TH DAY OF SEPTEMBER,
1984 .
MAYOR
EXHIBITS:
"A" - Resolution Declaring Intent
"B" - Site of Development
"C" - Resolution Authorizing Issuance
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RESOLUTION DECLARING INTENT TO ISSUE BONDS TO
PROVIDE FINANCING FOR A RESIDENTIAL DEVELOPMENT FOR
PERSONS OF LOW AND MODERATE INCOME
(PINEDALE MANOR DEVELOPMENT) ;
PRESCRIBING CERTAIN TERMS AND CONDITIONS OF SUCH BONDS;
AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT
WHEREAS, Beaumont Multi-Family Housing Finance
Corporation (the "Corporation") has been duly and properly
created and organized under the Texas Housing Finance
Corporations Act , Article 12691-7 , Vernon' s Annotated Texas
Civil Statutes , as amended (the "Act") ; and
WHEREAS , the Act authorizes the Corporation to issue
revenue bonds for the purpose of providing financing for
residential developments located within the City of
Beaumont , Texas (the "City") , and intended to be occupied
substantially (at least 90 percent) by persons of low and
moderate income , as determined by the Board of Directors of
the Corporation; and
WHEREAS , Section 103 (b) (4) (A) of the Internal Revenue
Code of 1954 , as amended (the "Code") , provides 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 projects for residential rental property shall be
exempt from federal income taxation if at least 20 percent
of the units in each project are to be occupied by
individuals of low or moderate income, within the meaning of
Section 103(b) (12) (C) of the Code at all times during the
qualified project period set forth in Section 103 (b) (12) (B)
of the Code ; and
WHEREAS , it is proposed that the Corporation issue its
revenue bonds for the purpose of providing financing for a
multi-family rental residential development (the
"Development") consisting of up to 116 units to be located
within the City on the land described in Exhibit "A"
attached hereto , and to be owned by Pinedale Manor Venture ,
a joint venture , or its permitted assigns (the "Owner") ; and
WHEREAS , the Owner has indicated its willingness to
enter into contractual arrangements with the Corporation
providing assurance satisfactory to the Corporation that at
least 90 percent of the Development units will be occupied
at all times by persons of. low and moderate income , as
determined by the Board of Directors of the Corporation, and
EXHIBIT A
Y t
that at least 20 percent of the Development units will be
occupied (or held vacant and available for occupancy) by
individuals of low or moderate income within the meaning of
Section 103(b) (12) (C) of the Code at all times during the
qualified project period set forth in Section 103(b) (12) (B)
of the Code; and
WHEREAS, the Board of Directors of the Corporation
desires to take official action declaring the Corporation' s
intent to issue revenue bonds to provide financing for the
Development upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF BEAUMONT MULTI-FAMILY HOUSING FINANCE
CORPORATION:
Section 1. That the Corporation hereby declares its
intent to issue its Multi-Family Housing Revenue Bonds ,
Series 1984 (Pinedale Manor Development) (the "Bonds") , in
an aggregate principal amount not to exceed $2 , 000 , 000 ,
which amount is estimated to be sufficient: (a) to fund a
loan to provide financing for the acquisition, construction,
equipping and furnishing of the Development; (b) to fund
certain reserves for the benefit of the holders of the
Bonds ; and (c) to pay certain costs incurred in connection
with the issuance of the Bonds .
Section 2. That the Bonds shall be issuable as
fully registered bonds in the denomination of $5 , 000 or any
integral multiple thereof; shall bear interest at a rate or
rates determined by the Corporation, which interest shall be
payable on a monthly basis; shall be payable in equal
principal installments on a monthly basis ; and shall be
subject to prior redemption upon such terms and conditions
as may be established by the Corporation.
Section 3 . That the Bonds shall be special, limited
obligations of the Corporation payable solely from the
revenues received by the Corporation from or in connection
with its loan to provide financing for the Development 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 of default.
Section 4 . That the Board of Directors hereby
finds , determines , recites and declares that the Bonds shall
not constitute an indebtedness , liability, general , special
or moral obligation or pledge or loan of the faith or credit
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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 of the Corporation in his or her
individual capacity, and none of such persons shall be
subject to any personal liability by reason of issuance of
the Bonds . -
Section 5 . That the issuance of the Bonds shall be
subject to : (a) the execution by the Owner and the
Corporation of contractual arrangements providing assurance
satisfactory to the Corporation that at least 90 percent of
the Development units will be occupied at all times by
persons of low and moderate income as determined by the
Board of Directors of the Corporation, and that at least 20
percent of the Development units will be occupied (or held
vacant and available for occupancy) by individuals of low or
moderate income within the meaning of Section 103 (b) (12) (C)
of the Code at all times during the qualified project period
set forth in Section 103 (b) (12) (B) of the Code; and (b) the
receipt of a ruling from the Internal Revenue Service or an
opinion from Orgain, Bell & Tucker , or other bond counsel,
substantially to the effect that the interest on the Bonds
is exempt from federal income taxation under existing
statutes , regulations , published rulings and judicial
decisions .
Section 6 . That the Board of Directors of the
Corporation hereby finds , determines , recites and declares
that the issuance of the Bonds to provide financing for the
Development will promote the public purposes set forth in
Section 3 of the Act, including, without limitation,
assisting persons of low and moderate income to obtain
decent, safe and sanitary housing at rentals they can
afford.
Section 7 . That the Board of Directors hereby
finds , determines , recites and declares the Corporation' s
intent that this Resolution constitute an official action
toward the issuance of the Bonds within the meaning of
Section 1 . 103-8 (a) (5) (iii) , Title 26 , Code of Federal
Regulations , as amended, and applicable rulings of the
Internal Revenue Service thereunder , to the end that the
Bonds may qualify for the exemption provisions of
Section 103 (b) (4) 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) (1) of the Code.
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Section 8 . The Owner may, with the consent of the
Corporation, transfer or assign any or all of its rights and
delegate any or all of its duties hereunder to any other
person or entity designated by the Owner, but no such
transfer , assignment or delegation shall, without the
written consent and approval of the Corporation, relieve the
Owner of its liability for payment of costs as to which the
Owner has agreed to indemnify the Corporation.
PASSED AND APPROVED this c2y day of ,
1984 .
BEAUMONT MULTI-FAMILY HOUSING
FINANCE CORPORATION �L..
By: z'. .0 1
Its :
ATTEST:
ret y
'(SEAL)
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EXHIBIT "A"
PINEDALE MANOR DEVELOPMENT
All that certain lot , tract , or parcel' of land,
being Lot Number One (1) , in Block Number One (1) ,
of GRIFFING VILLA UNIT 1 , an Addition to the City
of Beaumont , Jefferson, County, Texas , according to
the Amended Final Plat thereof recorded in Vol. 14 ,
Page 51 of the Map Records of Jefferson County,
Texas
Site of Development:
All that certain lot, tract , or parcel of land, being Lot
Number One (1) , in Block Number One (1) , of GRIFFING VILLA
UNIT 1 , an Addition to the City of Beaumont , Jefferson
County, Texas , according to the Amended Final Plat thereof
recorded in Vol. 14 , Page 51 of the Map Records of Jefferson
County, Texas .
EXHIBIT B
RESOLUTION
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AUTHORIZING THE ISSUANCE OF
BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION
$1 , 900 , 000
MULTI-FAMILY HOUSING REVENUE BONDS ,
SERIES 1984
(PINEDALE MANOR DEVELOPMENT) ,
THE EXECUTION OF A TRUST INDENTURE
AND
OTHER RELATED DOCUMENTS ,
AND
ADOPTION OF CERTAIN RULES AND REGULATIONS
EXHIBIT C
TABLE OF CONTENTS
(The Table of Contents is not a part of the Resolution
but is for convenience of reference only)
PAGE
Title. . . . . . . . . . . . . . . . . . . . . . . . . . . .f. . 1
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Resolution. . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1 . APPROVAL OF TRANSACTION. . . . . . . . . . . . 3
(a) Approval of the Bonds. . . . . . . . . 3
(b) Approval of the Agreement and
the Regulatory Agreement. . . . . . 4
(c) Requirement as to the Deed
of Trust and Collateral
Assignment. . . . . . . . . . . . . . . . . . . . 5
(d) Requirement as to
Guarantee Agreement. . . . . . . . . . . 5
(e) Approval of Sale of the Bonds . 6
(f) Conditions Precedent to
Closing of the Transaction. . . . 5
(g) Issuance Furthers the
Purposes of the Act. . . . . . . . . . . 7
(h) Incorporation by Reference. . . . 7
(i) Additional Authorizations to
Officers of the Corporation. . . 7
(j ) Effective Date of the Bond
Resolution. . . . . . . . . . . . . . . . . . . . 7
(k) Defined Terms . . . . . . . . . . . . . . . . . 7
SECTION 2. DATE, DENOMINATION, NUMBERS , AND
MATURITIES OF THE BONDS. . . . . . . . . . . . 8
SECTION 3. INTEREST ON THE BONDS. . . . . . . . . . . . . . 8
SECTION 4 . GENERAL CHARACTERISTICS OF
THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . 8
(a) In General. . . . . . . . . . . . . . . . 8
(b) Registration Books. . . . . . . . . . . . 8
(c) Payment to Registered Holder. . 9
(d) Notation of Prepayment. . . . . . . . 9
(i)
SECTION 5 . FORM OF BOND. . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6 . PLEDGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7 . DEBT SERVICE FUND. . . . . . . . . . . . . . . . . . 23
(a) Establishment of Debt Service
Fund. . . . . . . . . . . . . . . . . . . . . . . 23
(b) Accrued Interest. . . . . . . . . . . . . . 23
(c) Installment Loan Payments. . . . . 23
(d) Redemption. . . . . . . . . . . . . . . . 25
(e) Payments from Debt Service
Fund. . . . . . . . . . . . 25
(f) Immediately Available Funds. . . 25
(g) Investment of Funds . . . . . . . . . . . 25
SECTION 8 . SECURITY FOR FUNDS. . . . . . . . . . . . . . . . . 26
SECTION 9. THE OWNER' S PAYMENTS. . . . . . . . . . . . . . . 26
(a) Nature of Owner' s Obligation. . 26
(b) Prepayments. . . . . . . . . . . . . . . . . . . 27
SECTION 10 . ADDITIONAL PARITY BONDS. . . . . . . . . . . . 27
(a) Additional Bonds. . . . . . . . . . 27
(b) Amendments to Trust Indenture
Unnecessary. . . . . . . . . . . . . . . . . . . 28
SECTION 11. SPECIAL COVENANTS. . . . . . . . . . . . . . . . . . 29
(a) Installment Loan Payments
Pledged to Bonds Only. . . . . . . . . 29
(b) Non-Encumbrance. . . . . . . . . . . . . . 29
(c) Performance by Corporation. . . . 29
(d) Certain Modifications
Prohibited. . . . . . . . . . . . . . . . . . . . 29
SECTION 12 . THE BONDS ARE SPECIAL OBLIGATIONS. . 30
SECTION 13 . AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 30
(a) Amendment with Consent of
Holders of 75% of the Bonds . . . 30
(b) Notice of Amendment. . . . . . . . . . . 31
(c) Consent to Amendment. . . . . . . . . . 32
(d) Effect of Amendment. . . . . . . . . . . 32
(e) Consent of Bondholders . . . . . . . . 32
(ii)
(f) Ownership of the Bonds . . . . . . . . 33
(g) Amendments Without Consent. . . . 33
(h) Special Exception. . . . . . . . . . . . . 33
SECTION 14 . ESTABLISHMENT OF CONSTRUCTION FUND. 33
(a) Deposit of Bond Proceeds into
Construction Fund. . . . . . . . . . . . 33
(b) Investment of Money in
Construction Fund. . . . . . . . . . . . 34
(c) Deposit of Accrued Interest,
Income, and Profits . . . . . . . . . . . 34
SECTION 15 . PAYMENTS FROM CONSTRUCTION FUND. . . . 35
(a) Corporation' s Administrative
Overhead Expenses and
Other Costs . . . . . . . . . . . . . . . . 35
(b) Reimbursement for and Pay-
ment of Cost of the
Development. . . . . . . . . . . . . . . . . . . 35
(c) Reliance by Trustee. . . . . . . . . . . 36
SECTION 16 . SURPLUS CONSTRUCTION FUNDS. . . . . . . . . 36
(a) Disposition of Surplus
Funds. . . . . . . . . . . . . . . . . . . . . 36
(b) Disposition of Construction
Fund upon Acceleration and
Redemption. . . . . . . . . . . . . . . . . . . . 37
SECTION 17 . DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED BONDS. . . . . . . . . . . . . . . . . 37
(a) Replacement Bonds. . . . . . . . . . . 37
(b) Application for 'Substitute
Bonds . . . . . . . . . . . . . . . . . . . 37
(c) No Default Occurred. . . . . . . . . . 38
(d) Charge for Issuing Substitute
Bonds . . . . . . . . . . . . . . . . . . . . . 38
(e) Authority for Issuing
Substitute Bonds . . . . . . . . . . . . . . 38
SECTION 18 . NO ARBITRAGE. . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 19. ADOPTION OF RULES AND REGULATIONS
AS TO LOW AND MODERATE INCOME
LEVELS. . . . oo . . . . . . . . . . . . . . . . . 39
(iii)
EXHIBITS
"A" Trust Indenture
"B" Loan Agreement
"C" Regulatory Agreement and Declaration
of Restrictive Covenants
"D" Deed of Trust , Assignment of Rents
and Security Agreement
"E" Collateral Assignment and r
Security Agreement
"F" Guarantee Agreement
"G" Letter of Representation
"H" Investment Letter
(iv)
RESOLUTION AUTHORIZING THE ISSUANCE OF
BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION MULTI-FAMILY
HOUSING REVENUE BONDS, SERIES 1984
(PINEDALE MANOR DEVELOPMENT) ,
THE EXECUTION OF A TRUST INDENTURE
AND OTHER RELATED DOCUMENTS , AND
ADOPTION OF CERTAIN RULES AND REGULATIONS
WHEREAS , Beaumont Multi-Family Housing Finance
Corporation (the "Corporation") has been duly created and
organized pursuant to and in accordance with the provisions
of the Texas Housing Finance Corporations Act , Article
12691-7 , Vernon' s Annotated Texas Civil Statutes , as amended
(the "Act") ; and
WHEREAS , the Act authorizes the Corporation to issue
revenue bonds for the purposes of providing financing for
and to loan sufficient funds to any person to defray in
whole or in part the development costs of residential
developments located within the City of Beaumont, Texas (the
"City") , and intended to be occupied substantially (at
least 90%) by persons of low and moderate income as
determined in Rules and Regulations adopted by the Board of
Directors of the Corporation (the "Board") ; and
WHEREAS , Section 103(b) (4) (A) of the Internal Revenue
Code of 1954 , as amended (the "Code") , provides 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 obligations are
to be used to provide projects for residential rental
property, shall be exempt from federal income taxation if at
least 20% of the dwelling units in each project are to be
occupied by individuals of low or moderate income , within
the meaning of Section 103 (b) (12) (C) of the Code at all
times during the qualified project period set forth in
Section 103 (b) (12) (B) of the Code; and
WHEREAS , the Board adopted a resolution on June 20 ,
1984 (the "Inducement Resolution") , whereby in accordance
with the provisions of the Act, the Corporation has agreed
to issue its revenue bonds for the purpose of providing
financing for a multi-family residential development (the
"Development") consisting of up to 116 dwelling units to be
constructed by Pinedale Manor (the "Owner") and to be
located within the City on the real estate which was
initially described in Exhibit "A" to the Inducement
. .
Resolution and which is more fully described in the
hereinafter described Loan Agreement; and
WHEREAS , for purposes of financing the Development, the
Corporation now desires to (i) authorize the issuance of its
Multi-Family Housing Revenue Bonds ,.. Series 1984 (Pinedale
Manor Development) (the "Bonds") , in the maximum aggregate
principal amount of $1, 900 ,000 , pursuant to the terms and
provisions of a trust indenture , (ii) provide for the sale
of the Bonds to the purchasers described herein, (iii)
provide for the payment of the principal of and premium, if
any, and liquidated damages , if any, and interest on the
Bonds with revenues derived from the loan of proceeds of the
sale of the Bonds (except for any amount representing
accrued interest on the Bonds) to the Owner pursuant to the
terms and provisions of a loan agreement and (iv) take and
authorize certain other actions in connection with the
foregoing; and
WHEREAS, on September 18 , 1984 , after a public hearing
as required by and in compliance with Section 103 (k) of the
Code , the City adopted a written resolution specifically
approving the Development, the Inducement Resolution, this
Resolution, and the issuance of the Bonds ; and
WHEREAS, pursuant to the terms of the hereinafter
described Loan Agreement and the hereinafter described
Regulatory Agreement , the Owner has agreed and covenanted
with the Corporation that (i) in accordance with the Act, at
least 90% of the dwelling units in the Development will be
occupied at all times by persons of low and moderate income,
as determined in Rules and Regulations adopted by the Board
on behalf of the Corporation, and (ii) in accordance with
the Code, at least 20% of the dwelling units in the
Development will be occupied (or held vacant and available
for occupancy) by individuals of low or moderate income
within the meaning of Section 103 (b) (12) (C) of the Code at
all times during the qualified project period set forth in
Section 103 (b) (12) (B) of the Code; and
WHEREAS , by the terms of this resolution the Board has
found and determined under the Act and adopted as a part of
the Rules and Regulations of the Corporation effective as of
January 1 , 1984 , that for purposes of occupancy of dwelling
units in the Development, a person of low or moderate income
shall be a person whose adjusted gross income, together with
the adjusted gross incomes of all persons who intend to
reside with such person in one dwelling unit, did not exceed
$ for the calendar year 1983 ; and
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WHEREAS , the Board has examined proposed forms of a
trust indenture , a note, a loan agreement, a regulatory
agreement and a declaration of restrictive covenants , a
collateral assignment and security agreement, a letter of
representation and an investment letter, all comprising a
part of this resolution, and the Board finds the form and
substance of such documents to be atisf c o
s a t ry and that the
recitals and findings contained therein are true correct
and complete and hereby adopts and incorporates by reference
such recitals and findings as if set forth in full in this
resolution, and finds that it is in the best interest of the
public and the Corporation and will assist in carrying out
the public purpose of the Corporation and the Act to
authorize the execution and delivery of such documents ; and
WHEREAS , the Board has examined the proposed form of a
guarantee agreement pursuant to which W. H. Watkins , Jr. ,
and B. R. Casey (the "Guarantors") agree on a proportionate
basis to guarantee payment of the principal of and premium,
if any, and liquidated damages , if any, and interest on the
Bonds , and the Board finds the form and substance of such
document to be satisfactory and that the agreement of the
Guarantors as contained therein constitutes a material
inducement to the Corporation to issue and sell the Bonds
and in reliance thereon, the Board is willing to adopt this
resolution and authorize the actions to be taken hereunder;
and
WHEREAS , the Board has examined the proposed form of a
deed of trust, assignment of rents and security agreement
from the Owner to Bruce H. Whitehead, as mortgage trustee,
for the benefit of the Corporation, and the Board finds the
form and substance of such document to be satisfactory;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF BEAUMONT MULTI-FAMILY HOUSING FINANCE
CORPORATION, THAT:
Section 1. APPROVAL OF TRANSACTION.
(a) Approval of the Bonds . The Corporation hereby
authorizes and direct--s —tHe issuance of the Bonds in the
maximum aggregate principal amount of $1,900 , 000 , in
accordance with a trust indenture substantially in the form
of the Trust Indenture , dated as of October 1, 1984 (the
"Trust Indenture") , by and between the Corporation and
Allied Merchants Bank, as trustee (the "Trustee") , attached
to this resolution as Exhibit "A" , the form, terms and
provisions of the Trust Indenture and the Bonds being hereby
-3-
authorized and approved, and the President and any Vice
President of the Corporation are hereby severally authorized
and directed to execute and deliver such Indenture and the
Bonds on behalf of the Corporation, and the Secretary or any
Assistant Secretary of the Corporation is hereby authorized
to attest and affix the Corporation' s seal thereto , with
such changes therein as the officers executing the same may
approve , such approval to be conclusively evidenced by such
execution thereof.
(b) Approval of the Agreement and the Regulator
Agreement. The loan o the proceeds o the sale o the
Bonds (except for any amount representing accrued interest
on the Bonds) by the Corporation to the Owner in order to
provide financing for the costs of the Development shall be
effected pursuant to the terms and provisions of a loan
agreement substantially in the form of the Loan Agreement
dated as of October 1, 1984 (the "Agreement") , by and between
the Corporation and the Owner, attached to this resolution
as Exhibit "B" , the form, terms and provisions of the
Agreement being hereby authorized and approved, and the
President and any Vice President of the Corporation are
hereby severally authorized and directed to execute and
deliver the Agreement on behalf of the Corporation, and the
Secretary or any Assistant Secretary of the Corporation is
hereby authorized to attest and affix the Corporation' s seal
thereto , with such changes therein as the officers executing
the same may approve , such approval to be conclusively
evidenced by such execution thereof. In order to ensure
that the Development shall be owned, constructed, used and
operated in accordance with the Act and the Code, the
Corporation, the Owner and the Trustee shall execute and
deliver a regulatory agreement and declaration of
restrictive covenants substantially in the form of the
Regulatory Agreement and Declaration of Restrictive
Covenants dated as of October 1 , 1984 (the "Regulatory
Agreement") attached to this Resolution as Exhibit "C" , the
form, terms and provisions of the Regulatory Agreement being
hereby authorized and approved, and the President and any
Vice President of the Corporation are hereby severally
authorized and directed to execute and deliver the
Regulatory Agreement on behalf of the Corporation, and the
Secretary or any Assistant Secretary is hereby authorized to
attest and affix the Corporation' s seal thereto, with such
changes therein as the officers executing the same may
approve , such approval to be conclusively evidenced by such
execution thereof.
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(c) Requirement as to Deed of Trust and Collateral
Assignment. As a condition to the actions aut orized in
this Section, the Owner shall have executed a deed of trust ,
assignment of rents and security agreement substantially in
the form of the Deed of Trust , Assignment of Rents and
Security Agreement dated as of October 1 , 1984 (the "Deed of
Trust") , from the Owner to Bruce H. Whitehead, as mortgage
trustee , for the benefit of the Corporation, attached to
this resolution as Exhibit "D" , the form, terms and
provisions thereof being hereby authorized and approved.
The assignment of the Corporation' s rights under the
Deed of Trust and the Note (as defined therein) to the
Trustee for the benefit of the holders of the Bonds , shall
be effected pursuant to the terms and provisions of a
collateral assignment and security agreement substantially
in the form of the Collateral Assignment and Security
Agreement dated as of October 1 , 1984 (the "Collateral
Assignment") , from the Corporation to the Trustee, and
attached to this Resolution as Exhibit "E" , the form, terms
and provisions of the Collateral Assignment being hereby
authorized and approved, and the President and any Vice
President of the Corporation are hereby severally authorized
and directed to execute and deliver the Collateral
Assignment on behalf of the Corporation, and the Secretary
or any Assistant Secretary is hereby authorized to attest
and affix the Corporation' s seal thereto , with such changes
therein as the officers executing the same may approve, such
approval to be conclusively evidenced by such execution
thereof.
(d) Requirement as to Guarantee Agreement. As a
condition to the actions autFlorized in this rection, the
Guarantors shall have executed a guarantee agreement
substantially in the form of the Guarantee Agreement dated
as of October 1 , 1984 (the "Guarantee") , from the Guarantors
to the Trustee , attached hereto as Exhibit "F" , the form,
terms and provisions of the Guarantee being hereby
authorized and approved.
(e) Approval of Sale of the Bonds. The sale and
delivery of the Bonds by the Corporation to the following
named purchaser (the "Purchaser") is hereby approved and
authorized at the par value thereof plus accrued interest
from the date of the Bonds until the date of delivery and
payment for the Bonds (the "Closing Date") :
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such Additional Bonds . It is provided, however, that no
series or issue of Additional Bonds shall be issued unless :
(i) In the opinion of Bond Counsel (A) the issu-
ance of such Additional Bonds will not adversely affect
the exemption from federal income taxation of the
interest on the then outstanding Bonds and Additional
Bonds , or affect the validity of the then outstanding
Bonds or Additional Bonds and (B) such Addi-tional Bonds
are secured in the same manner and to the same extent
as and are on a parity with all then outstanding Bonds
and Additional Bonds ;
(ii) A certificate is executed by the President or
any Vice President and the Secretary of the Corporation
to the effect that no default exists in connection with
the Bonds or the Trust Indenture (or any amendment or
supplement thereto) or with any of the covenants or
requirements of this Bond Resolution or the Bond
Resolutions (or any amendments or supplements thereto)
authorizing the issuance of all then outstanding Bonds
and Additional Bonds , and that the Debt Service Fund
contains the amount then required to be on deposit
therein;
(iii) The Bond Resolution authorizing the issuance
of such series or issue of Additional Bonds provides
for additional Installment Loan Payments to be
deposited into the Debt Service Fund in amounts
sufficient to pay all principal of, redemption premium,
if any, agreed liquidated damages , if any, and interest
on such Additional Bonds , together with all Trustee,
Registrar, and Paying Agent fees and expenses
attributable to such Additional Bonds;
(iv) The Approving Officer and the Trustee, but
only with the consent of the holders of at least
seventy five percent (75x) of the then outstanding
principal amount of the Bonds and Additional Bonds , if
any, approve in writing the Bond Resolution authorizing
the issuance of such series or issue of Additional
Bonds , as required by the Agreement; and
(v) The Trustee, the Paying Agent, and principal
and interest payment dates during any year in which
principal and interest on such Additional Bonds are
scheduled to be paid, are the same for the Additional
Bonds and the Bonds.
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(b) Amendments to Trust Indenture Unnecessary. It
shall not a necessary or required that the Trust Indenture
be amended or supplemented to cause any series or issue of
Additional Bonds to be secured by the Trust Indenture. All
that shall be necessary or required to cause any such Addi-
tional Bonds to be secured by the Trust Indenture is for the
Corporation to deliver to the Trustee a certified copy of
the Bond Resolution authorizing their issuance prior to the
delivery of such Additional Bonds .
Section 11. SPECIAL COVENANTS. The Corporation fur-
ther covenants as follows:
(a) Installment Loan Pa ents Pled ed to Bonds Only.
Other than for the payment ot the Bons and except as
provided in this Bond Resolution, the Trust Indenture and
the Collateral Assignment , the Installment Loan Payments ,
the Deed of Trust and the Note have not in any manner been
pledged to the payment of any debt or obligation of the
Corporation.
(b) Non-Encumbrance. While any of the Bonds are
outstanding, the Corporation will not (except with respect
to the Bonds and any Additional Bonds and except as provided
in the Agreement, any Bond Resolution, or the Trust
Indenture) in any manner whatsoever create, assume , or
suffer to exist, directly or indirectly, any mortgage, lien,
encumbrance, pledge, or charge against the Debt Service
Fund, the Installment Loan Payments , the Construction Fund,
the Deed of Trust, the Note, or any property or moneys
deposited with the Trustee.
(c) Performance by Corporation. The Corporation will
carry out all of its covenants and obligations under this
Bond Resolution; and the Corporation may be required to
carry out such covenants and obligations by all legal and
equitable means , including, but without limitation, actions
for specific performance and the use and filing of mandamus
proceedings in any court of competent jurisdiction against
the Corporation.
(d) Certain Modifications Prohibited. The Corporation
covenants an agrees that it will not execute or permit the
execution of any contract or agreement, or terminate or
amend the Agreement or the Regulatory Agreement, in any
manner that would relieve or abrogate the obligations of the
Owner to make or pay, or cause to be made or paid, when due,
all Installment Loan Payments , in the manner and to the
extent required by the Agreement, this Bond Resolution, and
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. t
the Trust Indenture , or which would change or affect
Sections 4 . 04 , 4 . 05 , 4 . 06 , 6 . 01 and 6. 02 of the Agreement or
any section of the Regulatory Agreement without the written
consent of all of the Bondholders and the Trustee.
Section 12 . THE BONDS ARE SPECIAL OBLIGATIONS. The
Bonds and any coupons appertaining thereto are imited
obligations of the Corporation and shall be payable solely
out of the revenues derived from or in connection with the
Agreement , including all sums deposited from time to time
pursuant to the Agreement , the Trust Indenture and the Note
in the Debt Service Fund established under the Trust
Indenture, and in certain events out of amounts attributable
to Bond proceeds or amounts secured through exercise of the
remedies provided in the Trust Indenture, or in the Deed of
Trust, or in the Collateral Assignment upon occurrence of an
event of default thereunder, and do not constitute an
indebtedness or an obligation (legal , general , special,
moral or otherwise) of the City of Beaumont, Texas (or any
other city, county or other municipal or political
corporation or subdivision of the State of Texas) or of the
State of Texas , or a loan of credit of any of them within
the meaning of any constitutional or statutory provisions.
Neither the State of Texas nor the City of Beaumont, Texas ,
nor any political corporation, subdivision or agency of the
State of Texas shall be obligated to pay the principal of or
premium, if any, or liquidated damages , if any, or interest
on the Bonds and neither the faith and credit nor the taxing
power of the State of Texas , the City of Beaumont, Texas , or
any other political corporation, subdivision or agency of
the State of Texas is pledged to the payment of the
principal of or interest on the Bonds . No recourse under
this Bond shall be had against any past , present or future
officer, director, agent, employee or representative of the
Corporation or of the City of Beaumont , Texas . The Bonds
shall never be paid in whole or in part out of any funds
raised or to be raised by taxation or out of any other
revenues of the Corporation, the City of Beaumont, Texas , or
the State of Texas except those revenues pledged by the
Trust Indenture.
Section 13 . AMENDMENTS.
(a) Amendment with Consent of Holders of 75% of the
Bonds . Subject to approval in writing by the Corporation
N_IET the consent of the Approving Officer of the Owner) ,
the holders of 75% in aggregate principal amount of the then
outstanding Bonds shall have the right from time to time to
approve any amendment to any Bond- Resolution or to the Trust
Indenture (provided that the Trustee must approve any
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amendment to the Trust Indenture) which may be deemed
necessary or desirable by the Corporation; provided,
however , that nothing herein contained shall permit or be
construed to permit the amendment , without the consent of
the holder of each of the then outstanding Bonds affected
thereby, of the terms and conditiona. of any Bond Resolution,
the Bonds , or the Trust Indenture, so as to :
(1) change the Debt Service Fund requirements ,
interest payment dates , mandatory redemption
provisions , or the due date or dates , or the
maturity or maturities of the outstanding Bonds ;
(2) reduce the rate of interest borne by any of the
outstanding Bonds ;
(3) reduce the terms of the principal of, redemption
premium, if any, liquidated damages , if any, or
interest on the outstanding Bonds , or impose any
conditions with respect to such payments;
(4) modify the terms of payment of principal of,
redemption premium, if any, liquidated damages , if
any, or interest on the outstanding Bonds , or
impose any conditions with respect to such
payments ;
(S) affect the rights of the holders of less than all
of the Bonds then outstanding;
(6) decrease the minimum percentage of the principal
amount of Bonds necessary for consent to any such
amendment; or
(7) alter the obligations of the Owner to pay Install-
ment Loan Payments in the manner and to the extent
provided in the Agreement, this Bond Resolution,
and the Trust Indenture.
(b) Notice of Amendment. If at any time the
Corporation shall desire to amend any Bond Resolution or the
Trust Indenture under this Section, the Corporation shall
file a copy of the proposed amendment at the principal
office of the Trustee and shall cause notice of the proposed
amendment to be published at least once in a financial
newspaper, journal or publication of general circulation in
The County of New York, New York, or in the State of Texas ,
during each calendar week for at least two successive
calendar weeks . If, because of temporary or permanent
-32-
suspension of the publication or general circulation of all
such financial newspapers , journals and publications , it is
impossible or impractical to publish such notice in the
manner provided herein, then such publication in lieu
thereof as shall be made by the Trustee shall constitute a
sufficient publication of notice. Such notice shall briefly
set forth the nature of the proposed amendment and shall
state that a copy thereof is on file at the principal office
of the Trustee for inspection by all owners of Bonds . Such
publication is not required, however , if notice in writing
is given to each holder of Bonds .
(c) Consent to Amendment. Whenever at any time (but
not less than 30 U—ays nor more than one year from the date
of the first publication of said notice or other service of
written notice) the Corporation shall receive an instrument
or instruments executed by the holders of at least 75% in
aggregate principal amounts of all Bonds then outstanding,
which instrument or instruments shall refer to the proposed
amendment described in said notice and shall specifically
consent to and approve such amendment , the Corporation may
adopt the amendatory resolution in substantially the same
form.
(d) Effect of Amendment. Upon the adoption of any
amendatory resolution pursuant to the provisions of this
Section, the Bond Resolution or the Trust Indenture, shall
be deemed to be amended in accordance with such amendatory
resolution, and the respective rights , duties , and
obligations of all the Bondholders under such amendatory
resolution or the Trust Indenture shall thereafter be deter-
mined and exercised subject in all respects to such
amendments .
(e) Consent of Bondholders. Any consent given by a
Bondholder pursuant to the provisions of this Section shall
be irrevocable for a period of 6 months from the date of the
first publication or other giving of the notice provided for
in this Section, and shall be conclusive and binding upon
all future holders of the same Bond during such period.
Such consent may be revoked at any time after 6 months from
the date of the first publication or other giving of such
notice by the Bondholder who gave such consent, or by a
successor in title , by filing notice thereof with the
Trustee and the Corporation, but such revocation shall not
be effective if the holders of 75% in aggregate principal
amount of the then outstanding Bonds have , prior to the
attempted revocation, consented to and approved the
amendment.
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(f) Ownership of the Bonds . For the purpose of this
Section, the fact of eing a Bondholder, the amount and
numbers of such Bonds , and the date of being a Bondholder
may be conclusively presumed, or may be proved by an
affidavit satisfactory to the Corporation and the Trustee of
the person claiming to be such Bondholder, or by a
certificate executed by any trust company, bank, banker , or
any other depository wherever situated showing that at the
date therein mentioned such person has on deposit with such
trust company, bank, banker, or other depository, the Bonds
described in such certificate, or in any other manner ,
whether or not the Bonds are so deposited, as the Trustee
may approve. The Corporation may conclusively presume that
the status of any Bondholders will continue until written
notice to the contrary is served upon the Corporation.
(g) Amendments Without Consent. Notwithstanding the
provisions of (a) through ( of t is Section, and without
publication of the proposed amendment and without the
consent of the Bondholders , but subject to approval of the
Approving Officer and, in the case of any amendment to the
Trust Indenture, with the approval of the Trustee , the
Corporation may, at any time, amend any Bond Resolution or
the Trust Indenture to cure any ambiguity or cure, correct,
or supplement any defective or inconsistent provision
contained therein, or make any other change that does not in
any respect materially and adversely affect the interest of
the Bondholders , provided that no such amendment shall be
made contrary to the proviso to Section 13 (a) above , and a
duly certified or executed copy of each such amendment shall
be filed with the Trustee.
(h) Special Exception. The provisions of this
Section 13 shall have no application to the right of the
Corporation to amend its Rules and Regulations pertaining to
levels of low and moderate income as set forth in Section 19
hereof, and the Corporation shall be permitted to make any
such amendments as provided therein.
Section 14 . ESTABLISHMENT OF CONSTRUCTION FUND.
(a) Deposit of Bond Proceeds into Construction Fund.
Prior to or immediately after the sale and delivery of the
Bonds authorized hereby, the Corporation shall establish the
Construction Fund with the Trustee, as defined in and
required by the Agreement. The Corporation shall deposit
all of the proceeds from the sale and delivery of the Bonds
authorized hereby into the Construction Fund. The Trustee
shall draw on and use the Construction Fund as hereinafter
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provided. The amount so deposited into the Construction
Fund shall constitute the Loan made to the Owner by the
Corporation as contemplated and provided in the Agreement.
(b) Investment of Money in Construction Fund. Any
money held as part of the Construction Fund, other than the
amounts described in Section 15 (a) , shall be invested or
reinvested by the Trustee upon the written direction of the
Approving Officer in certificates of deposit of banks
approved by the Trustee , including certificates of deposit
of the Trustee , or in any other similar securities of
federally insured depositories acceptable to the Trustee,
or in any other investment approved by the Trustee. The
Trustee shall make no investments except as specifically
directed in writing by the Approving Officer. The
investments of the Construction Fund shall be deemed to be a
part of the Construction Fund, and for the purpose of
determining the amount of money in the Construction Fund,
such investments shall be valued at their cost or market
value , whichever is lower. The income and profits
(including realized discount on obligations) received from
such investments shall be deposited in or credited to the
Construction Fund, and any losses on investments shall be
charged against the Construction Fund. Upon the written
direction of the Approving Officer, the Trustee shall redeem
or sell all or any designated part of such investments
employing, in the case of a sale, any commercially
reasonable method of effecting the same. The Trustee shall
not be liable or responsible for any loss resulting from the
redemption or sale of any such investment as herein
authorized; except that, notwithstanding any provisions of
the Agreement, the Trustee shall be liable for (1) any loss
resulting from its willful or negligent failure, within a
reasonable time after receiving the written direction from
the Approving Officer, to make, redeem, or sell any
investment in the manner provided for herein, and (2) any
loss resulting from the making, redeeming, or selling of any
investment which was not authorized by written direction of
the Approving Officer. If the Trustee is unable , after
reasonable effort and within a reasonable time after receipt
of the required written direction, to make, redeem, or sell
any such investment , it shall so notify in writing the
Approving Officer, and thereupon the Trustee shall be
relieved of all liability or responsibility with respect
thereto.
(c) Deposit of Accrued Interest, Income and Profits.
Any accrued interest received rom t o sale of the Bonds ,
and all income and profits received from the investment of
the Construction Fund shall, as soon as practicable after
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any receipt thereof has been deposited in or credited to the
Construction Fund, be transferred by the Trustee and
deposited into the Debt Service Fund to be used to pay
interest on the Bonds during the period of construction of
the Development.
Section 15 . PAYMENTS FROM CONSTRUCTION FUND.
(a) Corporation' s Administrative Overhead Ex enses
and Other Costs . Immediately after the delivery of the
Bonds authorized hereby, the Trustee shall pay directly to
the Corporation the amount which is agreed upon by the
Corporation and the Owner and which will reimburse the
Corporation for its application fee and its administrative
and overhead expenses directly attributable and chargeable
to the costs of issuance of the Bonds authorized hereby.
Also, immediately after the delivery of the Bonds authorized
hereby, the Trustee shall pay directly out of the
Construction Fund, promptly after receiving the bills or
statements therefor, all of the actual expenses and costs of
issuance of such Bonds , including, without limitation,
financing charges , commitment fees , printing and engraving
expenses , the fees and expenses of accountants , financial
advisors , and attorneys , and the initial fees and expenses
of the Trustee.
(b) Reimbursement for and Payment of Cost of the
Development. Su ject and subordinate to making the payments
required by the preceding paragraph, the Trustee shall make
such payments from the Construction Fund to enable the Owner
to pay, or to reimburse the Owner for paying, any Cost of
the Development , from time to time upon receipt by the
Trustee of a request of the Owner signed by the Approving
Officer; provided that in no event shall the Trustee
disburse from the Construction Fund more than 90% of the
costs for which the Owner requests payment or reimbursement
until at least 30 days after the Completion Date. Such
request shall be accompanied by a certificate (in the form
attached to the Agreement) stating with respect to each
payment as follows :
(i) the expenditures , in summary form, as to
which payment is to be made or for which reimbursement
is requested;
(ii) that the amounts requested are to be or have
been paid by the Owner for interest during construc-
tion, acquisition and development of property, or to
contractors , subcontractors , materialmen, engineers ,
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architects , or other persons who will perform or have
performed necessary or appropriate services or will
supply or have supplied necessary or appropriate
materials for the provision, acquisition, construction,
renovation, reconstruction, rehabilitation, repair,
alteration, improvement or extension of the Develop-
ment, as the case may be , and that, to the best of the
knowledge of the person delivering the certificate, the
fair value of such interest, property, services , or
materials is not exceeded by the amounts requested to
be paid;
(iii) that no part of the several amounts requested
to be paid to the Owner as stated in such certificate
has been or is the basis for the payment of any money
in any previous or then pending request from the
Construction Fund or any other source;
(iv) that the payment of the amounts requested
will not result in a breach of any of the covenants of
the Owner contained in the Agreement; and
(v) that the expenditure of such amounts to be
paid, when added to all previous disbursements from the
Construction Fund, will result in "at least 92% of the
total of such disbursements , other than disbursements
for issuance expenses , being used to provide, acquire,
construct , rehabilitate , renovate, improve , alter,
equip , and furnish a project for residential rental
property that constitutes an exempt facility (within
the meaning of Section 103 (b) (4) (A) of the Code) .
(c) Reliance by Trustee. The Trustee shall rely
fully on any request and certificate delivered pursuant to
this Section and shall not be required to make any
investigation in connection therewith. The Trustee may
request from time to time, and the Owner shall furnish,
supporting documentation for any amounts requested under
Section 15 (b) (ii) above. If amounts paid by the Trustee
with respect to any portion of the Development should exceed
the cost thereof, the Owner shall promptly repay such
overpayment into the Construction Fund.
Section 16 . SURPLUS CONSTRUCTION FUNDS.
(a) Disposition of Surplus Funds. The completion of
the Development shall be conclusively- evidenced, and the
date of completion shall be established by a written
certificate of completion to be signed and delivered as
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•
provided in the Agreement. If, upon the completion of the
Development , there shall be any surplus funds remaining in
the Construction Fund not required to provide for the
payment of the Cost of the Development, or if any funds are
on hand in the Construction Fund at the time of the release
of the Trust Indenture under the terms thereof, then any
such funds shall be used immediately to prepay or redeem
principal installments of the Bonds , in inverse
chronological order, in the manner set forth in Section 5
hereof for the prepayment or redemption of principal
installments of the Bonds with surplus Construction Fund
moneys , to the extent of any such available funds ; provided
that prior to such use , the Corporation and the Trustee
shall have been furnished with an unqualified opinion of
Bond Counsel to the effect that the use of moneys from the
Construction Fund for such purpose will be lawful and will
not impair the exemption of interest on the Bonds from
federal income taxation; and provided further that the Owner
shall deposit into the Construction Fund prior to such
prepayment or redemption an amount sufficient to cause the
total amount in the Construction Fund to be equal to (i) an
integral multiple of $1, 000 , or (ii) not less than all of
the unpaid principal installment or installments to be
prepaid or redeemed.
(b) Dis osition of Construction Fund upon Acceleration
and Redemption. If the Trustee shali declare the principal
ot the Bonds and the interest accrued thereon immediately
due and payable as the result of an Event of Default
specified in the Trust Indenture, or if the Bonds are
optionally or mandatorily prepaid or redeemed prior to
maturity as a whole in accordance with their terms , any
amounts remaining in the Construction Fund shall be used
immediately by the Trustee for the purpose of paying
principal of, redemption premium, if any, agreed liquidated
damages , if any, and interest on the Bonds when due.
Section 17. DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED BONDS.
(a) Replacement Bonds. In the event any of the
outstanding Bonds autH`o_r1_ze_T hereby are damaged, mutilated,
lost, stolen, or destroyed, the Corporation shall execute,
and the Trustee shall authenticate, a new Bond of the same
principal amount and maturity of the damaged, mutilated,
lost, stolen, or destroyed Bond in exchange and substitution
for such Bond or in lieu of and substitution for such Bond.
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(b) Application for Substitute Bonds . Application
for exchange and substitution of damaged, mutilated, lost,
stolen, or destroyed Bonds shall be made to the Corporation.
In every case , the applicant for a substitute Bond shall
furnish to the Corporation and to the Trustee such security
or indemnity as may be required by them to save each of them
and the Paying Agent harmless . In every case of loss ,
theft, or destruction of a Bond, the applicant shall also
furnish to the Corporation and to the Trustee evidence to
their satisfaction of the loss , theft, or destruction, and
of the ownership of the lost Bond. In every case of damage
or mutilation of a Bond, the applicant shall surrender the
Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the
foregoing provisions of t is Section, in the event any such
Bond shall have matured, and no default has occurred which
is then continuing in the payment of the principal of,
redemption premium, if any, agreed liquidated damages , if
any, or interest on the Bond, the Corporation may authorize
the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Bond) instead of issuing
a substitute Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing- Substitute Bonds. Prior to
the issuance of any substitute Bond, t e Corporation and the
Trustee may charge the applicant for such Bond with all
legal , printing, and other expenses in connection therewith.
Every substitute Bond issued pursuant to the provisions of
this Section by virtue of the fact that any Bond is lost,
stolen, or destroyed shall constitute a contractual
obligation of the Corporation whether or not the lost ,
stolen, or destroyed Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the
benefits of the Trust Indenture and this Bond Resolution
equally and proportionately with any and all other Bonds
duly issued under this Bond Resolution.
(e) Authority for Issuing Substitute Bonds . This
Bond Resolution shall constitute su icient authority for
the issuance of any such substitute bonds without necessity
of further action by the Board of Directors of the
Corporation or any other body or person, and the issuance of
such substituted Bonds is hereby authorized, notwithstanding
any other provisions of this Bond Resolution, except to the
extent otherwise required by law.
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•Y
Section 18. NO ARBITRAGE. The Corporation and the
Owner have covenants to and with the purchasers of the
Bonds that they will make no use of the direct or indirect
proceeds thereof at any time throughout the term thereof
which would cause the Bonds to be arbitrage bonds within the
meaning of Section 103 (c) of the Code or any Regulations or
rulings pertaining thereto ; and by this covenant the
Corporation and the Owner are obligated to comply with the
requirements of the aforesaid Section 103(c) and all
applicable and pertinent Regulations and rulings relating to
arbitrage bonds .
Section 19 . ADOPTION OF RULES AND REGULATIONS AS
TO LOW AND MODERATE INCOME LEVELS. Pursuant to and as
required by the Act, the B—o—a-TJ of Directors of the
Corporation hereby finds and determines and hereby adopts as
a part of the Rules and Regulations of the Corporation
effective as of January 1 , 1984 , that for purposes of
occupancy of dwelling units in the Development, a person of
low and moderate income shall be a person whose adjusted
gross income, together with the adjusted gross incomes of
all persons who intend to reside with such person in one
dwelling unit within the Development, did not exceed
$ for the calendar year 1983. It is expressly
stipulated that (i) the Corporation shall retain the right
to modify the levels of low and moderate income for purposes
of the Act and this resolution at any time and from time to
time while any of the Bonds may be outstanding without the
consent of any other person or entity (including without
limitation the Trustee , the Owner or any Bondholder) , and
(ii) the income levels now or hereafter established by the
Corporation as provided in this Section have been or will be
determined solely for purposes of compliance with the Act,
and nothing contained herein shall affect the Owner's
obligation to rent dwelling units in the Development to
individuals of low or moderate income as defined in the Code
and the Regulations and rulings thereunder in order to
qualify (and maintain qualification of) the Bonds as
tax-exempt bonds under Section 103 (b) (4) (A) of the Code.
THIS RESOLUTION PASSED and APPROVED this day of
October, 1984 .
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PURCHASER PRINCIPAL A14OUNT
Allied Bank Beaumont , N.A. $ 1,900 , 000
(f) Conditions Precedent to Closing of the
Transaction, a actions an obiigations aut orized in this
Section shall be subject to and conditioned upon the receipt
by the Corporation, the Trustee and the Purchaser on the
Closing Date (as hereinafter defined) of (i) a- letter of
representation from the Owner and the Guarantors , duly
authorized and executed by the Owner and the Guarantors ,
substantially in the form of the Letter of Representation,
dated the Closing Date (the "Letter of Representation") and
attached to this resolution as Exhibit "G" , the form, terms
and provisions of the Letter of Representation being hereby
authorized and approved and the President and any Vice
President of the Corporation are hereby severally authorized
to signify the Corporation' s acceptance and confirmation of
such Letter of Representation by executing the same on
behalf of the Corporation in multiple counterparts; (ii) an
investment letter, duly authorized and executed by the
Purchasers (as hereinafter defined) , substantially in the
form of the Investment Letter, dated the Closing Date (the
"Investment Letter") and attached to this resolution as
Exhibit "H" , the form, terms and provisions of such
Investment Letter being hereby authorized and approved;
(iii) the purchase price for the Bonds ; (iv) the general
partnership agreement of the Owner; (v) a mortgagee ' s policy
of title insurance which is issued by a company acceptable
to the Corporation and the Purchaser in an amount equal to
$1 , 900 , 000 and which reflects no title matters objectionable
to the Corporation or the Purchaser and which shall have
deleted the standard boundary exception and any reference to
subsequent tax assessments; (vi) evidence of the insurance
coverage required pursuant to the Agreement; (vii) a set of
plans and specifications with respect to the Development;
(viii) a cost break down as to the Development; (ix) a
current survey of the Development Site showing no matters
objectionable to the Corporation or the Purchaser; (x)
evidence that the Development is not located in a flood
plain or flood-prone area or evidence of flood insurance if
required by applicable law; (xi) evidence as to availability
of utilities at the Development Site; (xii) evidence as to
the Development' s compliance with applicable laws and
regulations ; and (xiii) such opinions , evidences ,
certificates , instruments or other documents as shall be
requested by the Corporation' s , the Trustee ' s or the
Purchaser' s Counsel or by Bond Counsel , to evidence due
performance or satisfaction by the Owner at or prior to such
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time of all agreements then to be performed and all
conditions then to be satisfied by it.
(g) Issuance Furthers the Purposes of the Act. The
Board of Directors -of the Corporation hereby finds ,
determines , recites and declares that the issuance of the
Bonds on the terms and conditions set out in this resolution
so as to provide financing for the Development is in
furtherance of and will promote the public purposes set
forth in Section 3 of the Act, including without limitation
assisting persons of low and moderate income to obtain
decent , safe and sanitary housing at rentals they can
afford.
(h) Incorporation by Reference. All of the terms and
provisions of the documents attar ed as Exhibits "A"
through "H" to this resolution shall be and the same are
hereby made a part of this resolution.
(i) Additional Authorizations to Otticers of the Corpo-
ration. The officers , employees and agents of the
Corporation, and each of them, 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
and to execute, acknowledge and deliver in the name and
under the corporate seal and on behalf of the Corporation
all certificates , financing statements , instruments and
other papers , whether or not herein mentioned, as they may
determine to be necessary or desirable in order to carry out
the terms and provisions of this resolution and of the Bonds
to be issued hereunder, as well as the terms and provisions
of the Agreement, the Regulatory Agreement , the Trust
Indenture , the Note , the Deed of Trust , the Letter of
Representation, the Collateral Assignment and the Guarantee
hereby authorized and approved, such determination to be
conclusively evidenced by the performance of such acts and
things and the execution of any such certificate, financing
statement , instrument or other paper.
(j ) Effective Date of the Bond Resolution. This
resolution shall take effect and be in u orce and effect
upon and after its passage.
(k) Defined Terms . Unless otherwise indicated, all
capitalized terms used herein shall have the meanings set
forth in (i) this resolution and (ii) the documents which
are incorporated herein pursuant to (h) above. This
resolution is sometimes herein referred to as the "Bond
Resolution".
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Section 2 . DATE, DENOMINATION NUMBERS AND MATURITIES
OF THE BONDS . The Bonds initial y authorized hereby shall
be ate October 1 , 1984 , shall be issued and delivered in
the form of fully registered bonds , without coupons , payable
in installments to the registered holders thereof, or
registered assigns , all in the manner hereinafter provided,
with the Bonds to be initially payable to the Purchaser in
monthly installments on the dates and in the amounts as set
forth in Section 5 hereof and to be numbered and issued as
follows :
NUMBER PURCHASER DENOMINATION
R-001 Allied Bank Beaumont, N.A. $ 1,900 , 000
Section 3. INTEREST ON THE BONDS. The Bonds initially
authorized hereby shall ear interest on the unpaid balance
of the principal amount thereof from October 1, 1984 , to the
scheduled due date or to the date of prepayment or
redemption of the principal installments of the Bonds prior
to the scheduled due date , at a per annum rate equal to the
Bond Interest Rate (as defined in Section 5 hereof) . The
interest shall be payable on the dates and in the manner
provided in Section 5.
Section 4 . GENERAL CHARACTERISTICS OF THE BONDS.
(a) In General. The Bonds initially authorized hereby
shall be issued, shall be payable, may or shall be prepaid
or redeemed prior to the scheduled principal installment
payment dates , may be transferred and assigned, shall have
the characteristics , and shall be signed, executed and
sealed, all as provided and in the manner indicated in
Section 5 . After the Bonds have been authorized to be
issued by the Board but prior to the delivery of the Bonds,
the Trustee shall authenticate the Bonds by executing the
Trustee ' s Certificate of Authentication appearing on the
Bonds as provided in Section 5 . In addition, on the date of
delivery of the Bonds to the Purchaser, the Trustee shall
fill in the date of delivery of the Bonds in the Delivery
Certificate appearing on the Bonds as provided in Section 5.
(b) Re istration Books . The Corporation shall keep or
cause to be kept at t e principal corporate trust office of
the Trustee books for the registration and transfer of Bonds
(the "Bond Registration Books") and the Corporation hereby
appoints the Trustee as its registrar and transfer agent
(the "Registrar") to keep such books and make such
registrations and transfers under reasonable regulations as
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' .
the Corporation or the Registrar may prescribe; and the
Registrar will register or transfer as herein provided any
Bonds upon presentation thereof at such office. The
Corporation, the Owner and each Bondholder shall have the
right to inspect the Bond Registration Books during the
normal business hours of the Trustee. upon written request.
Registration of the Bonds and ownership thereof may be
transferred only on the Bond Registration Books upon
surrender of the Bond by the registered holder in person or
by his duly authorized attorney, by proper written
instrument of transfer, in the form and with guaranty of
signatures satisfactory to the Registrar, duly executed by
such holder or attorney. Upon such surrender for transfer
of registration, the Registrar shall make notation of such
transfer on the Bonds in the Assignment section appearing
thereon and in the Bond Registration Books . Such transfers
of registration shall be made without charge to the holder
of such Bonds , but any taxes or other governmental charges
required to be paid with respect to the same shall be paid
by the Bondholder requesting such transfer of registration,
as a condition precedent to the exercise of such privilege.
(c) Payment to Registered Holder. The person in whose
name any Bond shall be registered on the Bond Registration
Books may be deemed and treated as the absolute holder
thereof for all purposes of this Bond Resolution and the
Trust Indenture whether or not such Bond shall be overdue,
and the Corporation, the Trustee , and the Owner shall not be
affected by any notice to the contrary; and payment of, or
on account of, the principal of, premium, if any, agreed
liquidated damages , if any, and interest on any such Bond
shall be made only to such registered holder thereof; but
such registration may be changed as provided herein. All
such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the
sum or sums so paid.
(d) Notation of Prepayment. The Corporation hereby
appoints the Trustee as the Paying Agent for the Bonds .
Upon the prepayment or partial redemption of any Bond, the
Trustee, as Registrar and Paying Agent , shall note in the
Prepayment Record appearing on such Bond the amount of such
prepayment or redemption, the date said payment was made and
the remaining unpaid principal balance of said Bond and
shall then have said entry signed by an authorized official
of the Trustee. The Trustee shall also record such
information in the Bond Registration Books , and the Trustee
shall also record in the Bond Registration Books all
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payments of principal installments on the Bonds when made on
their respective due dates .
Section 5 . FORM OF BOND. The form of Bond, together
with the forms of the various certificates and forms to
appear on the Bonds , shall be substantially as follows , with
necessary and appropriate variations , omissions , and
insertions as permitted or required by this Bond Resolution:
f
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FORM OF BOND
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION
MULTI-FAMILY HOUSING REVENUE BONDS
SERIES 1984
(PINEDALE MANOR DEVELOPMENT)
BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION (the
"Corporation") , being duly created and organized as a
housing finance corporation under the Texas Housing Finance
Corporations Act, Article 12691-7 , Vernon' s Annotated Texas
Civil Statutes , as amended (the "Act") , and acting on behalf
of the City of Beaumont , Texas , hereby promises to pay to
or its registered
assigns , the aggregate principal amount of
DOLLARS
THIS BOND AND THE SERIES OF BONDS OF WHICH IT IS A PART
HAVE BEEN ISSUED UNDER AND PURSUANT TO THE ACT, AND DO NOT
CONSTITUTE AN INDEBTEDNESS OR OBLIGATION (LEGAL, GENERAL,
SPECIAL, MORAL OR OTHERWISE) OF THE CITY OF BEAUMONT, TEXAS
(OR ANY OTHER CITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL
CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS) OR OF THE
STATE OF TEXAS , OR A LOAN OF CREDIT OF ANY OF THEM, WITHIN
THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS.
THIS BOND SHALL BE PAYABLE (i) in principal install-
ments on the first day of each month in the 299-month period
commencing on the Completion Date described below (the
"Principal Payment Period") in the amount of
($ ) Dollars each, (ii)
with interest thereon, from Octo er—'-f, 1984 , on the balance
of said principal amount from time to time remaining unpaid,
at a per annum rate equal to the Bond Interest Rate (as
hereinafter defined) , and at the maximum lawful per annum
rate on overdue principal and, to the extent legally
permissible , on overdue interest, with interest being
payable on said unpaid principal balance during the period
from October 1, 1984 , until this Bond is fully paid, on the
first day of each month commencing December 1 , 1984 , and
(iii) in a final installment of all unpaid principal and
interest owing on this Bond on the first day of the month
immediately following the last scheduled principal
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installment payment date described in clause (i) above;
provided that such principal and interest are payable solely
from the sources and in the manner hereinafter described,
and solely as provided in the Act. For purposes of this
Bond, the "Completion Date" shall be the earlier of (i) the
first day of the month following the month in which the
Completion Certificate shall be issued pursuant to the
Agreement (as hereinafter defined) or (ii) April 1, 1986.
r
THE TERM "BOND INTEREST RATE" shall mean a variable per
annum rate equal to % of the prime commercial lending
rate per annum as announced by Allied Bank Beaumont, N.A. ,
at its principal off ice in Beaumont, Texas (or % of
such prime commercial lending rate from and after a Rate
Escalation Event described in the Agreement) , as in effect
from time to time during any interest period (the "Prime
Rate") , adjusted daily, but in no event shall the Bond
Interest Rate ever be less than % or greater than 15%
per annum. Notwithstanding the o�ing, in no event shall
the amount of the "net interest cost" on the Bonds (as
hereinafter defined) exceed the maximum amount which will
produce a net effective interest rate" of 15% , or such
greater rate allowed from time to time by law as hereafter
may be in effect (such applicable "net effective interest
rate" being referred to herein as the "Maximum Rate") , and
excess interest, if any, shall be credited on the principal
amount of the Bonds (or if the principal amount of the Bonds
shall have been paid in full, refunded to the Corporation
for payment to the Owner [as hereinafter defined] pursuant
to the Agreement) . As used in this paragraph, the terms
"net interest cost" and "net effective interest rate" shall
have the meanings assigned to them by Article 717k-2 ,
Vernon' s Annotated Texas Civil Statutes , as amended.
Notwithstanding any provision in the Bonds or the Trust
Indenture to the contrary, if at any time the Bond Interest
Rate exceeds the Maximum Rate , the rate of: interest to
accrue on the Bonds shall be limited to the Maximum Rate,
but any subsequent reductions in the Bond Interest Rate
shall not reduce the rate of interest to accrue on the Bonds
below the Maximum Rate until the "net Interest Cost" on the
Bonds equals the "net interest cost" which would have
accrued if a rate per annum equal to the Bond Interest Rate
had at all times been in effect.
THE PRINCIPAL of and interest on this Bond shall be
payable in lawful money of the United States of America,
without exchange or collection charges . Payment of
principal and interest, shall be made to the registered
owner by check or draft mailed or through wire transfer of
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immediately available funds by Allied Merchants Bank (the
"Trustee" , "Paying Agent" , and "Registrar" for this Bond) or
its successor appointed under the Trust Indenture
(hereinafter defined) , to the registered holder at its
address as it appears on the Bond Registration Books kept by
the Trustee; provided that in the alternative such payment
may be made by any other method requested in writing by the
registered holder, subject to the approval of the Trustee.
The final payment of principal on this Bond shall be paid
only upon surrender of this Bond to the Trustee for
cancellation. Any prepayment or redemption of any principal
installments of this Bond shall be made only upon
presentation of this Bond to the Trustee, who shall make
notation of such prepayment or redemption in the Prepayment
Record endorsed hereon.
THE AMOUNT OF INTEREST to be paid from time to time on
this Bond shall be calculated in accordance with the
provisions of this paragraph and shall be calculated on the
basis of a 360-day year and 30-day months (regardless of the
actual number of days in each month) , and the interest shall
be calculated to four decimal places . Any prepayments of
installments of principal hereof shall be noted by the
Trustee on the prepayment record attached hereto. The
amount of interest on this Bond deemed payable on each date
on which interest is payable (the "Interest Payment Date")
shall be computed in accordance with this paragraph. Seven
days before each Interest Payment Date prior to the last
Interest Payment Date, the Trustee shall compute the amount
of interest to be due and payable on such interest payment
date based on the Prime Rate in effect on each day included
in the related interest payment period. However, the amount
of interest to be due and payable in respect of the
remaining days of such interest payment period shall be
estimated by using the Prime Rate in effect on the date of
such calculation. Any difference between the amount of
interest due and payable in accordance with the preceding
sentence and the amount of interest payable in respect of
such remaining days as subsequently computed based on the
Prime Rate in effect on each such day, shall be credited or
debited, as the case may be, against the amount of interest
due and payable on the next succeeding Interest Payment
Date. Seven days before each such Interest Payment Date the
Trustee shall send to the Owner (as hereinafter defined) by
first-class mail notice of the amount of interest so
computed to be due and payable on such Interest Payment
Date. The amount of interest payable on or after the last
Interest Payment Date shall be computed by the Trustee based
on the Prime Rate in effect on each day included in the
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related period, plus any credit or minus any debit due to
the computation of interest due on the next preceding date
when interest was paid.
THIS BOND is one of a series of Bonds dated as of
October 1 , 1984 , authorized and issued in the aggregate
principal amount of $1, 900 ,000 pursuant to a resolution
adopted by the Board of Directors of the Corporation (the
"Bond Resolution") on behalf of the City of Beaumont, Texas ,
all issued or to be issued under a trust indenture, dated as
of October 1 , 1984 (the "Trust Indenture") , between the
Corporation and the Trustee, pursuant to and in full
conformity with the Constitution and the laws of the State
of Texas . The Bonds are issued in order to provide funds
for the Corporation to lend to Pinedale Manor, a Texas
general partnership (the "Owner") , in order to finance the
development costs of Pinedale Manor Development (together
with the Owner' s interest in the site thereof, the
"Development") . Payment of the principal of, and premium,
if any, and liquidated damages , if any, and interest on this
Bond has been unconditionally guaranteed on a proportionate
basis by W. H. Watkins , Jr. , and B. R. Casey pursuant to a
guarantee agreement dated as of October 1, 1984 , between the
Trustee and the Guarantors (the "Guarantee") . The proceeds
of the sale of the Bonds will be loaned to the Owner
pursuant to a loan agreement, dated as of October 1, 1984
(the "Agreement") , between the Corporation and the Owner,
and the Owner' s obligations under the Agreement will be
further evidenced by the Owner' s execution and issuance of a
note (the "Note") which will be in an amount equal to the
aggregate principal amount of the Bonds. Contemporaneously
with the execution of the Agreement, the Owner executed a
deed of trust, assignment of rents , and security agreement
dated as of October 1, 1984 (the "Deed of Trust") , pursuant
to which the Owner bargained, sold, granted, conveyed,
transferred, mortgaged, pledged and assigned to Bruce H.
Whitehead, as mortgage trustee , for the use and benefit of
the Corporation, and further granted to the Corporation a
security interest in, the Development and certain other
properties , in order to secure the payment of the
Installment Loan Payments (as defined in the Agreement) and
the Note, according to their tenor and effect, and certain
other indebtedness of the Owner, and the performance and
observance by the Owner of all of the covenants expressed or
implied in the Deed of Trust, the Agreement, and the Note;
and the Corporation executed a collateral assignment and
security agreement dated as of October 1 , 1984 (the
"Collateral Assignment") , pursuant to which the Corporation
conveyed, assigned, transferred and delivered and granted a
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t •
security interest to the Trustee in the Note and all rights ,
titles , interests , liens , privileges , claims , demands and
equities existing and to exist in connection with or as
security for payment of the Note, including its rights ,
titles
and interests arising under the Deed of Trust, in
order to secure payment of the Bonds according to their
tenor and effect and the performance by the Corporation of
all the covenants expressed or implied herein and in the
Trust Indenture and the Collateral Assignment; and the
Owner, the Corporation and the Trustee executed and
delivered a regulatory agreement and declaration of
restrictive covenants dated as of October 1 , 1984 (the
"Regulatory Agreement") , pursuant to which the Owner agrees
to cause the Development to be constructed, owned, used and
operated in accordance with the Act and the Code (as
hereinafter defined) .
ON ANY DATE, the unpaid principal installments of this
Bond are subject to optional prepayment or redemption and
may be prepaid or redeemed prior to their scheduled due
dates , by the Trustee , at the option of the Corporation,
upon written notice of the exercise of the option to prepay
or redeem delivered to the Trustee by the Corporation not
later than the 45th day prior to the date of prepayment or
redemption. Such unpaid principal installments may be so
prepaid or redeemed as a whole on any date, or in part on
any interest payment date (and, if in part, such installment
shall be prepaid or redeemed in inverse chronological order
of their scheduled due dates , and in amounts not less than
all of an unpaid principal installment) , for the principal
amount thereof and accrued interest thereon to the date of
prepayment or redemption but without any premium.
PROMPTLY AFTER ANY DATE ON WHICH the unpaid principal
installments of this Bond are subject to mandatory
prepayment or redemption as a whole as a result of
occurrence of a Taxable Event and a Final Determination of
Taxability (as defined in the Agreement) , all such
installments shall be prepaid or redeemed prior to their
scheduled due dates by the Trustee, with funds which shall
be furnished by the Corporation, on the earliest practicable
date, and in all events within sixty (60) days , following
the latter of such occurrences as provided for in the
Agreement. The prepayment or redemption price in such event
shall be equal to the unpaid principal amount of this Bond
so prepaid or redeemed, plus accrued interest to the date of
prepayment or redemption at the Bond Interest Rate, plus an
additional amount (the "Redemption Premium") equal to the
difference between (i) interest which would have accrued on
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this Bond from the date of the Taxable Event until the date
of prepayment or redemption at a rate equal to the Prime
Rate as from time to time in effect during such period plus
l% and (ii) interest which accrued and was payable on this
Bond during such period at the Bond Interest Rate, with such
additional amount bein g payable on the prepayment or redemp-
tion -
tion date and with such amount being the agreed liquidated
g q
damages (for loss of a bargain and not as a penalty) which
the holder of this Bond will be due as a resultfof the loss
of the tax exempt status of the interest on this Bond. Such
prepayment or redemption price shall constitute the entire
amount due with respect to this Bond as a result of the
occurrence of a Taxable Event and a Final Determination of
Taxability.
IN THE EVENT this Bond has been paid prior to a Final
Determination of Taxability, or in the event that notice of
prepayment or redemption is given prior to a Final
Determination of Taxability, the registered holder of this
Bond at the time it is paid shall additionally be entitled
to receive the Redemption Premium calculated using the date
this Bond is paid in lieu of the actual prepayment or
redemption date.
ON ANY DATE but only with and to the extent of any
surplus funds remaining in the Construction Fund after the
completion of the Development as provided and required by
Section 16 of the Bond Resolution, the unpaid principal
installments of this Bond shall be prepaid or redeemed prior
to the scheduled due dates by the Trustee, in inverse
chronological order of their scheduled due dates (in the
denominations of $1, 000 or any integral multiple thereof or
in amounts not less than all of an unpaid principal
installment) , at a prepayment or redemption price equal to
the principal amount thereof to be prepaid or redeemed plus
accrued interest thereon to the date of prepayment or
redemption, and without premium.
IF THE FULL PRINCIPAL AMOUNT OF THIS BOND IS OTHERWISE
UNPAID, and if during the month of March in any year
commencing in March of 1986 , (but excluding the year
including March of 1988) , the owners of 75Z in aggregate
principal amount of the Bonds then outstanding shall notify
the Trustee in writing that they elect mandatory redemption
of their Bonds , then, in such event, the Trustee shall so
notify the Corporation and the Owner no later than the tenth
day of the next following April, whereupon the Trustee shall
redeem on the next following October 1 , with funds provided
by the Corporation, this Bond and all other Bonds then
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outstanding at a redemption price equal to the unpaid
principal amount of this Bond and all other Bonds
outstanding on such October 1 , plus accrued interest hereon
to such date , but without premium of any kind. Any Bonds
called for redemption pursuant to this paragraph may be
purchased by the Owner (or its designee) in lieu of
redemption on any such October 1 , upon 5 days ' notice prior
thereto , at a purchase price equal to the principal amount
of the Bonds to be redeemed plus accrued interest, if any,
to the date of such purchase.
THE AGREEMENT recites and it is hereby provided that
any provision for any payment of this Bond contained herein
or in the Agreement shall be held to be subject to reduction
to the amount allowed under the usury laws and the public
securities laws of the State of Texas as now or hereafter
construed by the courts having jurisdiction, and it is
agreed by the Corporation and the holder of this Bond that
in no event shall usury or any amount in excess of the
maximum allowed under such public securities laws be paid or
collected with respect to this Bond (whether as or in the
form of liquidated damages or otherwise) .
AT LEAST 7 DAYS PRIOR to the date fixed for any
prepayment or redemption of the unpaid principal
installments of this Bond, the Trustee shall cause a written
notice of such redemption to be mailed to the registered
holder of this Bond addressed to such holder at the address
appearing on the Bond Registration Books. By the date fixed
for any such prepayment or redemption, due provision shall
be made by the Corporation with the Trustee and the Paying
Agent for the payment of the principal amount of this Bond
which is to be prepaid or redeemed, plus accrued interest
thereon to the date fixed for prepayment or redemption, plus
any required prepayment or redemption premium, and any other
amounts due to the holder of this Bond. If such written
notice of prepayment or redemption is given and if due
provision for payment of the redemption price is made, all
as provided above, the unpaid principal installments of this
Bond which are to be prepaid or redeemed, thereby
automatically shall be deemed to have been prepaid or
redeemed prior to their scheduled due dates , and they shall
not bear interest after the date fixed for prepayment or
redemption, and they shall not be regarded as being
outstanding except for the right of the holder hereof to
receive the redemption price from the Paying Agent out of
the funds provided for such payment. Upon presentation of
this Bond to the Paying Agent, such unpaid principal
installments which are to be prepaid or redeemed shall be
-17-
a
paid at the redemption price. Except as set forth above ,
this Bond is not subject to prepayment or redemption prior
to maturity.
IF THE DATE for the payment of the principal of or
interest on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city
where the Paying Agent is located are authorized by law or
executive order to close , then the date for such payment
shall be the next succeeding day which is not a Saturday,
Sunday, legal holiday, or day on which banking institutions
are authorized to close; and payment on such date shall have
the same force and effect as if made on the original date of
payment.
IT IS HEREBY CERTIFIED AND COVENANTED that this Bond
has been duly and validly authorized, issued, and delivered;
that all acts , conditions , and things required or proper to
be performed, exist , and be done precedent to or in the
authorization, issuance, and delivery of this Bond have been
performed, existed, and been done in accordance with law;
that this Bond is a special revenue obligation of the
Corporation, and that the principal of and interest on this
Bond are payable from and secured by a first lien on and
pledge of the payments designated as "Installment Loan
Payments" to be made or paid, or caused to be made or paid,
to the Trustee, pursuant to the Bond Resolution, the Trust
Indenture and the Agreement. The Owner, which is a general
partnership organized and existing under the laws of the
State of Texas , is obligated to make or pay or cause to be
made or paid, without set-off, recoupment, or counterclaim,
to the Trustee each such "Installment Loan Payment" for
deposit into the Debt Service Fund created for the benefit
of the Bonds by the Bond Resolution, in aggregate amounts
sufficient to pay and redeem, and provide for the payment
and redemption of, the principal of and interest on this
Bond, and to pay all other amounts required by the
Agreement, the Bond Resolution, and the Trust Indenture when
due, subject to and as required by the provisions of the
Agreement, the Bond Resolution, and the Trust Indenture.
THIS BOND is secured by the Trust Indenture pursuant to
the terms of which the Installment Loan Payments are pledged
as collateral and the Trustee is custodian of the Debt
Service Fund and the Construction Fund and is obligated to
enforce the rights of the holder of this Bond and to perform
other duties in the manner and under the conditions stated
in the Trust Indenture. In case an "Event of Default" , as
defined in the Trust Indenture, shall occur, the unpaid
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principal installments of this Bond may be declared to be
due and payable immediately upon the conditions and in the
manner provided in the Trust Indenture. This Bond is
additionally secured by the Collateral Assignment of the
Corporation' s rights with respect to the Note and the Deed
of Trust. Reference is hereby made..to the Bond Resolution,
the Trust Indenture, the Deed of Trust, the Agreement, the
Regulatory Agreement and the Collateral Assignment for
additional provisions with respect to the nature and extent
of the security, the rights , duties , and obligations of the
Owner , the Corporation, the Trustee, and the holder of this
Bond, the terms upon which this Bond is issued and secured,
and the modification of any of the foregoing.
THE CORPORATION has reserved the right, subject to the
restrictions stated in the Bond Resolution and with the
consent of the holders of at least 75% in aggregate
principal amount of the Bonds and any Additional Bonds then
outstanding (as hereinafter defined) , to issue additional
parity revenue bonds ("Additional Bonds") which, when issued
and delivered, shall be payable from the Debt Service Fund,
and shall be payable from and secured by a first lien on the
pledge of "Installment Loan Payments" pursuant to the
Agreement and entitled to the benefits of and secured by the
Trust Indenture, the Collateral Assignment and the Deed of
Trust in the same manner and to the same extent as , and
shall be on a parity with, this Bond and all then
outstanding Additional Bonds .
THE CORPORATION also has reserved the right to amend
the Bond Resolution and the Trust Indenture, as provided
therein; and under some (but not all) circumstances
amendments thereto must be approved by the holders of 75% in
aggregate principal amount of the Bonds then outstanding and
any Additional Bonds then outstanding.
THE BONDS AND any coupons appertaining thereto have
been issued under and pursuant to the Act, and are limited
obligations of the Corporation and shall be payable solely
out of the revenues derived from or in connection with the
Agreement, including all sums deposited from time to time
pursuant to the Agreement, the Trust Indenture and the Note
in the Debt Service Fund established under the Trust
Indenture, and in certain events out of amounts attributable
to Bond proceeds or amounts secured through exercise of the
remedies provided in the Trust Indenture, or in the Deed of
Trust , or in the Collateral Assignment upon occurrence of an
event of default thereunder. Neither the State of Texas nor
the City of Beaumont, Texas , nor any political corporation,
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subdivision or agency of the State of Texas shall be
obligated to pay the principal of or premium, if any, or
liquidated damages , if any, or interest on the Bonds and
neither the faith and credit nor the taxing power of the
State of Texas , the City of Beaumont, Texas , or any other
political corporation, subdivision Qr agency of the State of
Texas is pledged to the payment of the principal of or
interest on the Bonds . No recourse under this Bond shall be
had against any past, present or future officer:; director,
agent , or representative of the Corporation or of the City
of Beaumont, Texas . The Bonds shall never be paid in whole
or in part out of any funds raised or to be raised by
taxation or out of any other revenues of the Corporation,
the City of Beaumont, Texas , or the State of Texas except
those revenues pledged by the Trust Indenture.
THIS BOND may be assigned and shall be transferred only
on the Bond Registration Books of the Corporation kept by
the Trustee , as Registrar, upon the terms and conditions set
forth in the Bond Resolution, the Trust Indenture and the
Assignment provisions endorsed hereon. Such transfers shall
be without expense to the holder hereof, but any taxes or
other governmental charges required to be paid with respect
to the same shall be paid by the holder requesting such
transfer as a condition precedent to the exercise of such
privilege. The registered holder of this Bond may be deemed
and treated by the Corporation, the Trustee, and the Owner,
as the absolute owner and holder thereof for all purposes ,
including payment and discharge of liability upon such Bond
to the extent of such payment , and the Corporation, the
Trustee, and the Owner shall not be affected by any notice
to the contrary.
THIS BOND shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under
the Trust Indenture until the Trustee' s Certificate of
Authentication hereon shall have been signed by the Trustee
and the Delivery Certificate hereon shall have been
completed.
IN WITNESS WHEREOF, this Bond has been signed with the
manual or facsimile signatures of the President or any Vice
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President and the Secretary or Assistant Secretary of the
Corporation, and the official seal of the Corporation
affixed on this Bond.
BEAUMONT MULTI-FAMILY HOUSING
ATTEST: FINANCE CORPORATION
By:
Secretary Its :
(SEAL)
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a
FORM OF TRUSTEE ' S CERTIFICATE; OF AUTHENTICATION
TRUSTEE' S CERTIFICATE OF AUTHENTICATION
This Bond is the Bond initially issued under the pro-
visions of the within mentioned Agreement, Bond Resolution,
and Trust Indenture, on this the day of Oc-tober , 1984 .
ALLIED MERCHANTS BANK
By:
Its : Authorized Officer
TRUSTEE
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the registered owner and holder of
this Bond last listed below sells , assigns , and transfers
the within Bond to the Assignee last listed below, and
hereby authorizes the transfer of this Bond on the Bond
Registration Books of the Trustee. Such assignment shall
not be effective until such Assignee presents this Bond to
the Trustee for verification of such assignment and gives
the Trustee its address to which payments shall be made and
the Trustee makes notation of such Assignment below.
DATE OF REGISTERED SIGNATURE
ASSIGNMENT OWNER/HOLDER ASSIGNEE OF REGISTRAR
-Z2-
FORM OF DELIVERY CERTIFICATE
DELIVERY CERTIFICATE
THIS BOND was delivered to and paid for by the
purchaser hereon on
FORM OF PREPAYMENT RECORD
PREPAYMENT RECORD
Principal Name & Title Signature
Date Prepayment Remaining of Authorized of
of or Principal Officer Authorized
Pmt. Redemption Balance Making Entry Officer
-l3-
Section 6 . PLEDGE. The Bonds and the interest thereon
are and shall be payable from and secured by a first lien on
and pledge of the payments designated as Installment Loan
Payments to be made or paid, or caused to be made or paid,
to the Trustee by the Owner, pursuant and subject to the
terms and provisions of this Bond .Resolution, the Trust
Indenture, and the Agreement; and such Installment Loan Pay-
ments are further pledged irrevocably to the establishment
and maintenance of the Debt Service Fund hereinafter
created. The Bonds are additionally secured as provided in
the Collateral Assignment.
Section 7 . DEBT SERVICE FUND.
(a) Establishment of Debt Service Fund. A separate
and special trust fund to be designated anJ known as the
"Debt Service Fund" shall be established by the Corporation
with the Trustee for the benefit of the holders of the Bonds
pursuant to the Agreement and the Trust Indenture, and
maintained as provided in this Bond Resolution and the Trust
Indenture, as long as any of the Bonds , or interest thereon,
is outstanding and unpaid.
(b) Accrued Interest. Immediately after the delivery
of the Bonds to the Purchaser thereof, all accrued interest,
if any, received from the proceeds from the sale and
delivery of the Bonds , shall be transferred by the Trustee
into the Debt Service Fund.
(c) Installment Loan Payments . Pursuant to the
Agreement and the Trust Indenture, the Owner shall make or
pay, or cause to be made or paid, to the Trustee, which
shall deposit into the Debt Service Fund, Installment Loan
Payments as follows:
(1) On or before each interest payment date as
provided in Section 5 hereof, an amount which,
together with any other amounts then on deposit
therein and available for such purposes , will be
sufficient to pay the interest coming due on the
Bonds on each interest payment date; and
(2) On or before each principal payment date as
provided in Section 5 hereof, an amount which,
together with any other amounts then on deposit
therein and available for such purpose, will be
sufficient to pay the principal of the Bonds
scheduled to be paid on each principal payment
date; and
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(3) On or before any optional or mandatory prepayment
or redemption date as permitted or required in
Section 5 hereof, an amount which, together with
any other amounts then on deposit and available
for such purpose, will be sufficient to pay the
prepayment or redemption ..price (including any
agreed liquidated damages) specified therein; and
(4) Promptly after the occurrence of a Taxable Event
and a Final Determination of Taxability, the
additional amount required to pay the agreed
liquidated damages to the holders of the Bonds for
any installments of principal which were unpaid on
the date of any Taxable Event, but which were paid
or redeemed prior to the prepayment or redemption
of all unpaid principal installments after a Final
Determination of Taxability, all as provided in
Section 5 hereof; and
(5) On any date on which the Bonds are declared to be
immediately due and payable pursuant to the Trust
Indenture, an amount which, together with any
other amounts then on deposit and available for
such purpose, will be sufficient to pay the
principal of all Bonds then outstanding and the
interest accrued thereon to such date and
Redemption Premium, liquidated damages , if
applicable, and the reasonable fees and expenses
(including attorneys ' fees) of the Trustee in
enforcing the Agreement; and
(6) Promptly after receipt of each statement and
request for payment, an amount equal to the
charges of the Trustee for performing the duties
of Trustee and Registrar, and the charges of the
Paying Agent for the Bonds , as designated in
Section 5 hereof, for paying or redeeming
principal installments of the Bonds , and paying
the interest thereon.
In the event the Owner should fail to make, or cause to be
made, any of the required Installment Loan Payments set
forth in this Section, each such required payment shall
continue as an obligation of the Owner until fully paid, and
the Owner agrees to pay the same to the Trustee , for the
benefit of the holders of the Bonds , with interest thereon,
to the extent legally permissible, at the rate of 157 per
annum, from the date any such payment was due until payment
thereof.
-25-
(d) Redemption. The Bonds initially authorized
hereby shaT1 be subject to redemption, and may or shall be
redeemed (or purchased in lieu of redemption) as specified
in Section 5 hereof.
(e) Payments from Debt Service. Fund. Except as
otherwise specifically provide in t is Bond Resolution or
the Trust Indenture, the Debt Service Fund shall be used by
the Trustee only to pay the principal of, prepayment or
redemption premium, if any, agreed liquidated damages , if
any, and interest on the Bonds , when due , and the charges of
the Trustee, Registrar , and Paying Agent; and the Trustee
shall make available to the Paying Agent, out of the Debt
Service Fund, the amounts required to pay or redeem the
principal of and interest on the Bonds when due, and the
Trustee shall make all other payments as required by this
Initial Bond Resolution and the Trust Indenture.
(f) Immediately Available Funds. The Owner shall make
all Installment Loan Payments in tunds that will be
immediately available and allow the Paying Agent to pay, in
lawful money of the United States of America, the principal,
interest, and other amounts with respect to the Bonds , when
due.
(g) Investment of Funds. Any money held as part of
the Debt Service Fund shall a invested or reinvested by the
Trustee solely in certificates of deposit of banks approved
by the Trustee , including certificates of deposit of the
Trustee, or in any other similar securities of other
federally insured depositories acceptable to the Trustee,
or in any other investments approved by the Trustee. The
Trustee shall make no investments except as specifically
directed by the Approving Officer. The investments of the
Debt Service Fund shall be deemed to be a part of such Fund,
and, for the purpose of determining the amount of money in
such Fund, such investments shall be valued at their cost or
market value , whichever is lower. The income and profits ,
including realized discount on obligations purchased,
received from such investments shall be deposited in or
credited to the Debt Service Fund, and any losses on
investments thereon shall be charged against the Debt
Service Fund. If at any time it shall become necessary that
some or all of the investments made with the moneys from the
Debt Service Fund be redeemed or sold to raise moneys
necessary to comply with the provisions of this Bond
Resolution or the Trust Indenture, the Trustee shall,
without further authorization, effect such redemption or
sale, employing, in the case of a sale, any commercially
reasonable method of effecting the same. The Trustee shall
-26-
not be liable or responsible for any loss resulting from any
such investment or resulting from the redemption or sale of
any such investment as herein authorized, except that the
Trustee shall be liable for (1) any loss resulting from its
willful or negligent failure , within a reasonable time after
receiving the written direction from the Approving Officer ,
to make, redeem, or sell any investment in the manner
provided for herein, and (2) except for any redemption or
sale made pursuant to the next preceding sentence of this
paragraph, for any loss resulting from the making,
redeeming, or selling of any investment which was not
authorized by written direction of the Approving Officer.
If the Trustee is unable, after reasonable effort and within
a reasonable time , to make, redeem, or sell any such
investment, it shall so notify in writing the Approving
Officer and thereafter the Trustee shall be relieved of all
responsibility with respect thereto. In the event of any
such loss , the Owner shall make additional deposits to
restore same if and to the extent required to enable the
Trustee to make all payments required to be made from the
Debt Service Fund, and such additional deposits shall
constitute additional amounts of "Installment Loan
Payments".
Section 8. SECURITY FOR FUNDS. All uninvested money
in all Funds established pursuant to this Bond Resolution
(including the Debt Service Fund and the Construction Fund)
shall be secured by the Trustee in such manner and to the
extent as may be directed by the Approving Officer and
approved by the Trustee.
Section 9. THE OWNER' S PAYMENTS.
(a) Nature of Owner's Obligation. The Owner has cove-
nanted in t e Agreement and the Trust Indenture, and, by the
approval of this Bond Resolution, the Owner further has
obligated itself and agreed on a limited recourse basis ,
regardless of and notwithstanding any provisions of the
Agreement (other than Sections 6. 01 and 6 . 02 thereof relat-
ing to merger, consolidation, transfer of assets , and
assignment) and regardless of the provisions of any other
agreement or contract to the contrary, to make or pay or
cause to be made or paid, without set-off, recoupment, or
counterclaim, but on a limited recourse basis only, the
Installment Loan Payments to the Trustee in the amounts
required by Section 7 (c) of this Bond Resolution to be made
into the Debt Service Fund, and to make such payments on or
before the dates specified in this Bond Resolution and the
Trust Indenture; and said payments by the Owner shall be and
-27-
constitute the Installment Loan Payments as contemplated and
required by the Agreement. Each Bondholder is and shall be
entitled to rely unconditionally on the agreements ,
covenants , and representations set forth in this Bond
Resolution and the Trust Indenture.
(b) Prepayments . It is further understood that the
Owner may prepay all or any part of each Installment Loan
Payment, and any such prepayment, and any earnings thereon,
shall be applied by the Trustee to the payment of each
Installment Loan Payment; provided that the prepayment or
redemption at any time of any unpaid principal installments
of the Bonds prior to their due dates , with funds from any
source (whether from Installment Loan Payments or
otherwise) , shall not relieve the Owner of its obligation to
make or pay, or cause to be made or paid, each Installment
Loan Payment as specified in Section 9(a) above, when due
with respect to any remaining unpaid principal installments
of the Bonds .
Section 10. ADDITIONAL PARITY BONDS.
(a) Additional Bonds . The Corporation reserves the
right , upon the request of the Owner but only with the
consent of the holders of at least 75% in aggregate
principal amount of the Bonds and any Additional Bonds (as
hereinafter defined) then outstanding, to issue additional
parity revenue bonds ("Additional Bonds") in any amounts ,
for any lawful purpose or purposes , including the refunding
of any outstanding Bonds . Such Additional Bonds , along with
the Bonds authorized by this Bond Resolution, shall be
considered, constitute, and be "Bonds" as defined in, and
for all purposes of, the Agreement and the Trust Indenture.
When issued and delivered, such Additional Bonds , the
redemption premium, if any, agreed liquidated damages , if
any, and the interest thereon .shall be payable from the Debt
Service Fund, and shall be payable from and secured by a
first lien on and pledge of Installment Loan Payments
pursuant to the Agreement, and secured by the Trust
Indenture and the Collateral Assignment in the same manner
and to the same extent as , and be on a parity with, all then
outstanding Bonds and Additional Bonds . Such Additional
Bonds may be issued in one or more series or issues , in
various principal amounts , maturing at different times ,
bearing interest at different rates , be payable in
installments or otherwise be redeemable prior to maturity,
with or without redemption premium, on whatever terms or
prices , and may contain such other provisions as may be
provided in any Bond Resolution authorizing the issuance of
-28-
constitute the Installment Loan Payments as contemplated and
required by the Agreement. Each Bondholder is and shall be
entitled to rely unconditionally on the agreements ,
covenants , and representations set forth in this Bond
Resolution and the Trust Indenture.
(b) Prepayments . It is further understood that the
Owner may prepay all or any part of each Installment Loan
Payment , and any such prepayment, and any earnings thereon,
shall be applied by the Trustee to the payment of each
Installment Loan Payment; provided that the prepayment or
redemption at any time of any unpaid principal installments
of the Bonds prior to their due dates , with funds from any
source (whether from Installment Loan Payments or
otherwise) , shall not relieve the Owner of its obligation to
make or pay, or cause to be made or paid, each Installment
Loan Payment as specified in Section 9(a) above, when due
with respect to any remaining unpaid principal installments
of the Bonds .
Section 10. ADDITIONAL PARITY BONDS.
(a) Additional Bonds . The Corporation reserves the
right, upon the request of the Owner but only with the
consent of the holders of at least 75% in aggregate
principal amount of the Bonds and any Additional Bonds (as
hereinafter defined) then outstanding, to issue additional
parity revenue bonds ("Additional Bonds") in any amounts ,
for any lawful purpose or purposes , including the refunding
of any outstanding Bonds . Such Additional Bonds , along with
the Bonds authorized by this Bond Resolution, shall be
considered, constitute, and be "Bonds" as defined in, and
for all purposes of, the Agreement and the Trust Indenture.
When issued and delivered, such Additional Bonds , the
redemption premium, if any, agreed liquidated damages , if
any, and the interest thereon shall be payable from the Debt
Service Fund, and shall be payable from and secured by a
first lien on and pledge of Installment Loan Payments
pursuant to the Agreement , and secured by the Trust
Indenture and the Collateral Assignment in the same manner
and to the same extent as , and be on a parity with, all then
outstanding Bonds and Additional Bonds. Such Additional
Bonds may be issued in one or more series or issues , in
various principal amounts , maturing at different times ,
bearing interest at different rates , be payable in
installments or otherwise be redeemable prior to maturity,
with or without redemption premium, on whatever terms or
prices , and may contain such other provisions as may be
provided in any Bond Resolution authorizing the issuance of
-28-
2.
September 14, 1984
Council Letter 746
Honorable Mayor and
Members of City Council
Subject: Longfellow Interceptor Sanitary Sewer Contract
On March 13, 1984, City Council awarded a contract to Schaumburg and Polk,
Inc. , Consulting Engineers, to design a sanitary sewer interceptor to replace
the existing 33-inch sewer that is located underneath IH-10 Freeway from
Kenwood Street south to Laurel Street. Hydrogen sulfide gas (a gas produced
in the sewers) has eaten away most of the top of the concrete sewer pipe.
Several repairs have already been made on sections of the line very near and
under the freeway.
The engineer has completed the design and bids were received August 20, 1984.
The proposed route for the new sewer is shown on the attached exhibit. The
low bid, $2,086,966, submitted by John Bankston Construction and Equipment
Rental , Inc. , is $136,966 over our preliminary estimate of $1,950,000. The
bids are as follows:
John Bankston Construction
and Equipment Rental $2,086,966.00
Baytown Construction Co. , Inc. 2,129,030.00
Minority Assoc. Conti
Organization, Inc. 2,227,939.84
Texas Sterling Const. Co. , Inc. 2,265,957.00
Sabine Consolidated, Inc 2,368,633.00
BRH-Garver, Inc. 2,634,646.00
John H. Holland Const. Co. 2,976,960.00
Teal Contracting Co. , Inc. 3,528,062.25
The low bidder, John Bankston Construction, has indicated that the Minority
Business Enterprise commitment, required by the City for the contract, will
be met on the project.
It is our intention to reimburse the fund out of revenues derived from the
issuance of $10 million of bonds intended to cover a wide range of projects ,
of which this is one. This project is being done at this time and in this
manner because of the urgency of beginning the repairs to this line. The
entire list of projects is covered in the 1985-1989 CIP Program, which will
be discussed on September 25th,
It is recommended that this resolution be approved.
Karl Nollenberger
City Manager
ONOF.ELLOW lNTF_RCEPTOR
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R E S O L U T I O N
WHEREAS, on August 20, 1984, bids were received for
the construction of the Longfellow Interceptor Sanitary Sewer
Project; and,
WHEREAS, John Bankston Construction & Equipment Rentals,
Inc. submitted a bid in the amount of $2 ,086 ,966; and,
WHEREAS, the City Council is of the opinion that the bid
submitted by John Bankston Construction and Equipment Rentals , Inc.
is the lowest and best bid and should be accepted;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the bid of John Bankston Construction & Equipment Rentals ,
Inc. be accepted by the City of Beaumont, and the City Manager be,
and he is hereby , authorized to enter into a contract with John
Bankston Construction & Equipment Rentals, Inc. in the amount of
$2,086,966 for the construction of the Longfellow Interceptor
Sanitary Sewer Project.
PASSED BY THE CITY COUNCIL of the City of Beaumont this
the day of , 1984.
Mayor -
Y
3.
September 14, 1984
Council Letter 741
Honorable Mayor and
Members of City Council
Subject: College Street TIP Project
On September 6, 1983, City Council authorized the City Manager to enter into
an agreement with Schaumburg and Polk, Inc. for engineering services in con-
nection with the College Street TIP Project. The project includes the re-
habilitation of College Street from Pearl to Eleventh Street. A continuous
center left turn lane will generally be provided between Orleans and Trinity
Streets; Victoria and Avenue D; and between Fourth and Eleventh Streets.
Curb, gutter and storm sewer will be constructed on the section from Fourth
Street and Eleventh Street. Additional rights-of-way will be acquired in the
areas where the left turn lanes are provided, the railroad crossing between
Avenue G and Amarillo Street and in the transitional area between Goliad and
San Jacinto Streets.. The Eighth Street and College Street interseciton will
also be designed in such a manner as to realign Eighth Street north and south
of College Street.
The agreement for engineering services with Schaumburg and Polk, Inc. is for
an amount not to exceed $415,425. The preliminary phase is not to exceed
$77,020; the design phase is not to exceed $149,415; and the construction
phase is not to exceed $188,990.. Limits of the project are from Pearl Street
to Eleventh Street.
As a result of a more detailed traffic study, it has been determined that the
limits of the project should be expanded to include the section between Pearl
Street and Main Street. This change would extend the four lane with center
left turn lane one block and increase the amount of right-of-way required in
the area.
The engineer has requested that the agreement for engineering services be
amended to include costs to perform the additional services required that are
in addition to the original scope of work, It is requested that the design
phase amount be increased from $149,415 to $159,901, an increase of $10,486;
and the construction phase be increased from $188,990 to $220,320, an increase
of $11,330. The costs are based on the anticipated manhours necessary to per-
form the additional engineering services required.
It is recommended that this resolution be approved.
Karl Nollenberger
City Manager
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R E S O L U T I O N
WHEREAS, on September 6 , 1983, the City Manager was
authorized to enter into an agreement with Schaumberg and Polk ,
Inc. for engineering services in connection with the College Street
T. I. P. Project; and,
WHEREAS, the agreement with Schaumberg and Polk , Inc. is
for an amount not to exceed $415,425 ( the preliminary phase is not
to exceed $77,020; the design phase is not to exceed $149,415; and
the construction phase is not to exceed $188,990) with the project
limits being from Pearl Street to Eleventh Street; and,
WHEREAS, as a result of a more detailed traffic study, it
has been determined that the limits of the project should be
expanded to include the section between Pearl Street and Main
Street;
NOW , THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the City Manager be, and he is hereby , authorized to execute
an amendment to the agreement between the City of Beaumont and
Schaumberg and Polk , Inc. to include costs to perform the
additional services required ( the design phase to be increased to
$159,901 ; and the construction phase to be increased to $200,320) .
PASSED BY THE CITY COUNCIL of the City of Beaumont this
the day of 1984.
- Mayor -
4.
September 14, 1984
Council Letter 744
Honorable Mayor and
Members of City Council
Subject: 1983 Community Development Block Grant Street Rehabilitation Program
On June 12, 1984, the City of Beaumont awarded a contract to Trotti and Thom-
son Company in the amount of $70,700.60 for construction of the 1983 Community
Development Block Grant Street Rehabilitation Program. The project included
the rehabilitation of the eight streets listed below:
Street Limits
Texas Liveoak to Dead End
Nora Goliad to Pradice
Gorman Bridge to Dead End
Cottonwood Pine, East to Dead End
Brahma Brickyard to Dead End
Euclid 11th Street, west to Dead End
Oakland Long to Ashley
Fairway Osburn to Dead End
After award of the contract, it was determined that a contract was to be
awarded for a sanitary sewer rehabilitation project that would be located with-
in the roadway of Brahma Street from Brickyard to the dead end. Provisions of
the sewer contract required the reconstruction of Brahma upon completion of the
sewer rehabi.litation. Consequently, Brahma Street was not rehabilitated under
the 1983 CDBG Program, at a savings of $8,783.98, based on estimated plan
quantities and bid prices. This was in accordance with Change Order No. 1,
approved August 7, 1984. This Change Order made the contract amount $61,916.62.
The project has been inspected by the Urban Transportation Department and
found that it has been completed and constructed satisfactorily in accordance
with contract documents. The completed project cost is $56,935.67, which is
$4,980.95 (8 percent) below the contract price after adjusting for the omis-
sion of Brahma Street.
It is recommended that this resolution, authorizing final payment to the con-
tractor, in the amount of $56,935.67, be approved.
Karl Nollenberger
City Manager
R E S O L U T I O N
WHEREAS, on June 12, 1984 the City of Beaumont awarded a
contract to Trotti and Thompson Company in the amount of $70,700. 60
for construction of the 1983 Community Development Block Grant
Street Rehabilitation Program; and,
WHEREAS, the project has been completed in accordance
with the plans and specifications;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT construction of the 1983 Community Development Block Grant
Street Rehabilitation Program is hereby accepted by the City of
Beaumont and that the City Manager be, and he is hereby , authorized
to make f inal payment to Trotti and Thomson Company in the amount
of $56,935.67.
PASSED BY THE CITY COUNCIL of the City of Beaumont this
the day of 1984.
- Mayor -
CONSENT AGENDA
SEPTEMBER 18, 1984
* Approval of Minutes.
a. A resolution accepting water, sanitary sewer, storm sewer
and street improvements in Gladys West Subdivision, Section
One, Phase One for City maintenance.
b. A resolution authorizing purchase of gymnasium equipment.
a.
September 14, 1984
Council Letter 743
Honorable Mayor and
Members of City Council
Subject: Acceptance of Gladys West Subdivision One, Phase One
Final inspection of the water, sanitary sewer, storm sewer and street improve-
ments constructed in Gladys West Subdivision, Section One, Phase One, has been
made by the Water Utilities Department and the Engineering Division of the
Urban Transportation Department. These improvements were found to be con-
structed in accordance with City Standards.
Street Improvements
Bluebonnet Street from Major Drive approximately 1,085 feet west.
Water Improvements
Lots 19 - 26, Block 1
Lots 6 - 9, Block 2
Lots 1 - 10, Block 4
Lots 1 - 2, Block 5
It is recommended that these improvements be accepted for City maintenance.
i,2s r�,ua,,,
Karl Nollenberger
City Manager
GLADYS WEST
° SECTION ONE
o ,
a �
LJ1vi4 //
�WILCOX LN.
DISHMAN
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Li
3
0
GLADYS °
LOCATION PLAN
GLADYS WEST SECTION ONE
PREPARED BY : URBAN TRANSPORTATION DEPT.
ENGINEERING DIVISION
\\J
R E S O L U T I O N
WHEREAS, the developers of Gladys West Subdivision, Section
I, Phase I have completed the water, sanitary sewer, storm sewer and
street improvements as follows:
Street Improvements:
Bluebonnet Street from Major Drive approximately
1 ,085 feet west
Water and Sewer Improvements:
Lots 19-26, Block 1
Lots 6-9, Block 2
Lots 1-10, Block 4
Lots 1-2 , Block 5
and,
WHEREAS, the developers of said subdivision desire to
have these improvements accepted and maintained by the City; and,
WHEREAS, the directors of the Urban Transportation and
Water Utilities departments recommend that said improvements qualify
for acceptance for permanent maintenance, and the City Council is of
the opinion that said improvements should be accepted and maintained
by the City of Beaumont;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the water, sanitary sewer, storm sewer and street improvements
in Gladys West Subdivision, Section I, Phase I, as above described,
be, and the same are hereby , accepted by the City of Beaumont and
shall be continuously maintained by the City.
PASSED BY THE CITY COUNCIL of the City of Beaumont this
the day of 1984.
- Mayor -
- 2 -
b.
September 14, 1984
Council Letter 742
Honorable Mayor and
Members of City Council
Subject: Purchase of Weight System
On September 10, 1984, the City received a bid from Fitness Expo of Beaumont
for five units of universal gymnasium equipment in the amount of $1,395 per unit.
Seven bidders were notified by the City, but only one bid was received.
These weight units will be used by City employees in conjunction with the
City's Wellness Program. One unit will be located at each of the following
locations:
Julie Rogers Theatre
Health Department
Street Department
Water Utilities - Langham Road
Sanitation - Lafin Road
It is recommended of Fitness Expo be approved at $1,395 per unit for a total
expenditure of $6,975. Funds are available within the Health Department's
budget for this expenditure.
It is recommended that this resolution be approved.
�,),k �.ks
Karl Nollenberger
City Manager
*10 Avfxrnan
R E S O L U T I O N
WHEREAS, bids were sent to seven ( 7 ) vendors for the
purchase of five ( 5 ) units of universal gym type equipment; and,
WHEREAS, on September 10, 1984, a bid was received from
Fitness Expo in the amount of $1 ,395 per unit; and,
WHEREAS, the City Council is of the opinion that the bid
submitted by Fitness Expo is the best bid and should be accepted;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the bid of Fitness Expo in the amount of $1 ,395 per unit for
the purchase of five ( 5 ) units of universal gym type equipment is
hereby accepted by the City of Beaumont.
PASSED BY THE CITY COUNCIL of the City of Beaumont this
the day of 1984.
- Mayor -
WORK SESSION AGENDA
SEPTEMBER 18, 1984
CITY COUNCIL CHAMBERS
1. Discussion of budget.
r
CALENDAR
* Saturday, September 15 - Tower Club
12:00 Noon - Constitution Week Luncheon
(Mrs. J.B. Bishop, Jr. , Regent,
Col , George Moffett Chapter, NSDAR)
* 5:00 P.M. -
BBQ preceding Lamar U. football game
* 10:00 P.M. - Dr. Kemble's Home
Post game get-together
* Sunday, September 16 - 4330 Crow Road; Redeemer Lutheran Church
3:00 P.M. - Celebration Worship Service
4:30 P.M. - Anniversary Dinner
25th Anniversary of Church
(Rev. W.H.B. Fehl , Jr. )
Monday, September-17 - Council Chambers
3:45 P.M. - Joint Planning & Zoning Public Hearing
(COUNCIL QUORUM REQUIRED)
4:15 P.M. - Klein Park
Parks & Recreation Advisory Committee Meeting
* MAYOR
CALENDAR
Page 2
Tuesday, September 18 - Julie Rogers Theatre
11:00 A.M. - Official presentation of Green Room to City by
Mrs. Kyle
12:00 Noon - 3rd Floor Conference Room
Council budget session
1:15 P.M. - Council Chambers
Council Meeting, followed by Work Session
** 7:30 P.M. - Canderbury Villa; 1175 Denton Drive
Judge Queen's Pageant - 8 contestants
Senior Citizens
(Billie Murphy)
* Wednesday, September 19 thru' September 21 - Washington
NLC Community Economic Development Conference
Wednesday, September 19 - Beaumont Council Chambers
7:30 P.M. - S.E.T.R.P.C. Executive Committee Meeting
Thursday, September 20 - Gray Library, 8th Floor
10: 15 A.M. - Continental Breakfast & Recognition Tour of
Lamar University
(Chamber of Commerce)
* MAYOR
** COUNCILMEMBER WEISBACH