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HomeMy WebLinkAboutRES 06-069 BHFC Resolution 06-069 BHFC RESOLUTION OF BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION CONSENTING TO THE SALE OF THE REGENCY PLACE APARTMENTS WHEREAS, the Beaumont Multi-Family Housing Finance Corporation (the "Issuer") has been duly created and organized pursuant to and in accordance with the provisions of the Texas Housing Finance Corporations Act, as amended, now codified as Texas Local Government Code, Chapter 394 (together with Section 1207 of the Government Code, as amended, the "Act"), for the purpose of providing a means of financing the costs of residential ownership and development that will provide decent, safe, and sanitary housing for persons of low and moderate income at prices or rentals they can afford; WHEREAS, the Act authorizes the Issuer (a) to make loans to any person to provide financing for rental residential developments located within the City of Beaumont, Texas (the "City") and intended to be occupied substantially by persons of low and moderate income, as determined by the Issuer; (b) to issue its revenue bonds for the purpose of obtaining money to make such loans and provide such financing, to establish necessary reserve funds, and to pay administrative costs and other costs incurred in connection with the issuance of such bonds; and (c) to pledge all or any part of the revenues, receipts, or resources of the Issuer, including the revenues and receipts to be received by the Issuer from or in connection with such loans, and to mortgage, pledge, or grant security interests in such loans or other property of the Issuer in order to secure the payment of the principal or redemption price of and interest on such bonds; WHEREAS, the Issuer previously issued the "Beaumont Multi-Family Housing Finance Corporation Multifamily Housing Revenue Refunding Bonds (Regency Place Apartments Project) Series 2001" in the aggregate principal amount of$3,510,000 and its "Beaumont Multi- Family Housing Finance Corporation Multifamily Housing Revenue Refunding Bonds (Regency Place Apartments Project) Taxable Series 2001" in the original aggregate principal amount of $440,000 (collectively, the "Bonds") pursuant to a Trust Indenture dated as of December 1, 2001 (the "Indenture") between the Issuer and BNY Trust Company of Missouri, as trustee (the "Trustee"), the proceeds of which were loaned to Regency Place Beaumont, LP (the "Borrower") pursuant to a Financing Agreement dated as of December 1, 2001 (the "Financing Agreement") among the Issuer, the Trustee and Borrower, subject to the terms of a Regulatory Agreement and Declaration of Restrictive Covenants dated as of December 1, 2001 (the "Regulatory Agreement") among the Issuer, the Trustee, and the Borrower; and WHEREAS, the proceeds of the Bonds were used to finance a multi-family residential housing project located in the City of Beaumont, Texas, known as Regency Place Apartments (the "Project"); and WHEREAS, the Project is being sold by the Borrower to K&M Regency Place, LP (the "Buyer") pursuant to an agreement under the terms of which the Buyer will assume and perform all of the Borrower's obligations as owner of the Project; and WHEREAS, the Borrower and the Buyer have requested that the Issuer consent to the sale of the Project by the Borrower to the Buyer pursuant to the terms of an Assignment, -1- 07903:81431 :DALLAS:974310.2 Assumption, Consent and Release Agreement in substantially the form attached hereto as Exhibit "A" (the "Consent Agreement"); and WHEREAS, this Board of Directors has reviewed the foregoing and determined that the action herein authorized is in furtherance of the public purposes of the Issuer and that the terms and conditions of the Bonds; BE IT THEREFORE RESOLVED BY THE BOARD OF DIRECTORS OF THE BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION THAT: Section 1. The Board of Directors consent to the sale of the Project by the Borrower to the Buyer and the Board of Directors authorize the Issuer to enter into and to execute the Consent Agreement. As a condition to this approval, the Borrower or Buyer shall pay to the Issuer an approval fee of One Thousand Dollars ($1,000.00). Section 2. The President and the Vice President, or either of them, and, if required by the form of any document, the Secretary and any Assistant Secretary, or any of them, are authorized and directed to execute and deliver (or accept, as appropriate) the Consent Agreement and any and all certificates and other instruments described therein or in furtherance thereof, all upon the terms herein approved, and the President (and, in the event of the absence or disability of such officer, the Vice President) and the Secretary (and, in the event of the absence or disability of such officer, any Assistant Secretary) are authorized to negotiate and approve such changes in the terms of each such instrument (prior to the execution and delivery thereof) as such officers shall deem necessary or appropriate, and approval of the terms of each such instrument by such officers shall be conclusively evidenced by their execution and delivery thereof. Section 3. The Bonds and the interest thereon shall remain limited obligations of the Issuer payable solely from the revenues, funds, and assets pledged under the Indenture to secure payment of the Bonds, and under no circumstances shall the Bonds be payable from any other revenues, funds, assets, or income of the Issuer. Section 4. The Bonds shall not constitute an indebtedness, liability, general, special, or moral obligation or a pledge or loan of the faith or credit or taxing power, within the meaning of any constitutional or statutory provision whatsoever, of the United States of America or any agency or instrumentality thereof, the State of Texas, the City, or any other political subdivision or governmental unit. Section 5. All action not inconsistent with the provisions of this Resolution heretofore taken by this Board of Directors and the officers of the Issuer directed toward the financing of the Project and the issuance of the Bonds shall be and the same hereby is ratified, approved, and confirmed. The officers of this Board, or any of them, are authorized to take any and all action necessary to carry out and consummate the transactions described in or contemplated by the instruments approved hereby or otherwise to give effect to the actions authorized hereby and the intent hereof. -2- 07903:81431:DALLAS:974310.2 Section 6. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Board of Directors. Section 7. If any section, paragraph, clause, or provision of this Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds is held to be in violation of law as applied to any person or in any circumstance, such obligation shall be deemed to be the obligation of the Issuer to the fullest extent permitted by law. [Signature page follows this page.] -3- 07903:81431 :DALLAS:974310.2 PASSED AND APPROVED THIS 3 day of January, 2006. BEAUMONT MULTI-FAMILY HOUSING FINANCE CORPORATION By: e" Name: G UV G oosewq Title: /'p -r ATTEST: By: Name: 1111 c 12 wf2j SAM v�G Title: V( C Z:5 -4- 07903:81431 :DALLAS:974310.2