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HomeMy WebLinkAboutRES 07-099 (BHFC) RESOLUTION OF 47-099 BEAUMONT HOUSING FINANCE CORPORATION WHEREAS, SF Pear Orchard LLC., a Texas limited liability company (the "Borrower") has requested the assistance of Beaumont Housing Finance Corporation (the "Issuer") in financing the (1) acquisition, development and rehabilitation of the apartment complex located at 4365 South 4th Street, Beaumont, Texas, and (2) costs related to the issuance of the Bonds (the "Project") and has represented to the Issuer that its assistance in financing the Project is a vital factor in the decision to proceed with the Project; and WHEREAS, after careful investigation, the Issuer has and does find that the Project will increase and preserve employment, will promote development in the City of Beaumont, will be in the public good and is within the purposes for which the Issuer was created; and WHEREAS, the proposed Project will require expenditures estimated in the amount of not to exceed $5,000,000. NOW, THEREFORE, BE IT RESOLVED BY THE BEAUMONT HOUSING FINANCE CORPORATION AS FOLLOWS: 1. In order to indicate the Issuer's willingness to issue its revenue bond or bonds (the "Bonds") to finance the proposed Project or a portion thereof, the execution and delivery of an inducement agreement is hereby authorized to be in substantially the form attached hereto as Exhibit "A," subject to such minor changes, insertions and omissions as may be approved by the President or Vice President of the Issuer, and the execution of said inducement agreement by the President or Vice President and Secretary of the Issuer shall be conclusive evidence of such approval. 2. In order to facilitate the commencement of the planning, design, construction, installation, equipping and carrying out of the proposed Project or a portion thereof, the President, Vice President or Secretary of the Issuer are hereby authorized to execute or accept the assignment of contracts for the carrying out of the Project, subject to the receipt of appropriate guarantees of payment by the Borrower. 3. In adopting this Resolution, the Issuer is indicating its "official intent" to authorize the issuance of the Bonds referred to in Section 1 hereof within the meaning of regulations of the Internal Revenue Service and provisions of the Internal Revenue Code, and to authorize such revenue Bonds in an amount up to the maximum of$5,000,000. 4. It is hereby directed that a notice to the public in substantially the form as Exhibit "B" attached hereto (the "Notice") be published in the official newspaper in which Sheriffs advertisements appear for the County of Jefferson, Texas, prior to the public hearing (the "Hearing") more fully described in Paragraph 5 hereunder. Said advertisement of the Notice shall be published in such a manner that the publication shall be no fewer than fourteen (14) days prior to said Hearing. 5. The President of the Issuer (or other representative of the Issuer designated by the President of the Issuer) shall conduct the hearing described in Exhibit "B" attached hereto at the time and place designated by said Notice. The representative of the Issuer conducting said hearing shall be fully informed of the details of the Project described in said Public Notice and shall answer any inquiries concerning the Project and receive comments concerning the Project made by any person or persons appearing at the hearing. Said representative shall further have at the hearing the official file of the Issuer in connection with this Project and shall provide access to said official file to any person desiring to review the same. Minutes of the hearing shall be taken. 6. Immediately following the conclusion of the hearing, the official conducting said hearing shall cause minutes of the hearing to be transcribed. Said minutes shall be a reasonable and accurate rdsume of the hearing and said minutes shall forthwith be forwarded to the President of the Beaumont Housing Finance Corporation. Also to be forwarded to said official at said time shall be a certified copy of this Resolution and the order of approval attached hereto as Exhibit "C." 7. The President or Vice President and Secretary or Hearing Officer of the Issuer are further authorized to take any and all further action to execute and deliver any and all other documents as may be necessary to implement the Project, including, but not limited to, mortgages, security agreements, UCC financing statements, a lease to the Borrower and/or such other documents as are required to consummate the Project, it being intended that the aforementioned officers be clothed with broad and plenary powers and discretion in the premises. r :°" ~ ��DOPTED on the 3rd day of April, 2007. Finances � �• °� BEAUM T OUS FINANCE i iii 'r - CORPO TI N l�,O,,S , .. ~s m •,• S By: President �i uvoz)amk Clerk Page 2 EXHIBIT "A" April 3, 2007 SF Pear Orchard LLC 5625 Corryne Place Culver City, CA 90230 Re: Proposed Acquisition, Development and Rehabilitation of the Apartment Complex Located at 4365 South 4th Street, Beaumont, Texas (the "Project") Dear Sir: The Beaumont Housing Finance Corporation (herein called the "Issuer") is informed that the addressee and/or its assigns (herein called "Borrower") is considering undertaking the above-described Project. It is our understanding that the availability of revenue bond financing in the area served by the Issuer for the purpose of carrying out of the proposed Project is an important factor under consideration by the Borrower in determining the feasibility of the Project from a financial standpoint. Accordingly, in order to assist the Borrower with the financing of the proposed Project and to induce the Borrower to locate the same and to arrange for its continued operation in the City of Beaumont, Texas, and, in order thereby to develop and promote for the public good and general welfare, trade, commerce and employment opportunities, and increase employment in Beaumont, Texas to the greatest extent possible, we hereby make the following proposals: 1. The Issuer will issue its bonds (the "Bonds") in a principal amount currently estimated at not to exceed $5,000,000, for the purpose of carrying out of the proposed Project. The Issuer may, at the request of the Borrower, acquire as mortgagee a security interest in the site of the Project, subject only to such encumbrances as will not, in the judgment of the Borrower, interfere with the use of the site for the purposes presently contemplated. 2. The terms of the Bonds (maturity schedule, interest rate or rates, denominations, redemption provisions, etc.) will be determined by a bond purchase contract in terms satisfactory to the Issuer to be entered into between the Issuer and the purchaser of the Bonds and subject to the approval of the Borrower. 3. Simultaneously with the delivery of the Bonds, the proposed Project will be financed through the Issuer for the benefit of the Borrower, and the terms and provisions of such financing shall be substantially in the form generally utilized in connection with such Page 2 financial undertakings, as agreed upon by the Issuer and the Borrower. A loan agreement (the "Agreement") or other financing document agreed to by the parties, shall contain, in substance, the following provisions: (a) The term of the Agreement or other financing documents will coincide with the term of the Bond issue. (b) The amounts payable under the Agreement will be paid as designated by the Issuer at such times and in such amounts as shall be timely and sufficient to pay the principal of, the redemption premium (if any) and the interest on the Bonds as the same become due and payable. The obligation of the Borrower to make all payments required under the Agreement shall be absolute and unconditional after the delivery of the Bonds. (c) The proceeds of the sale of the Bonds will be deposited into a depository or bond fund and disbursed pursuant to requisitions in accordance with the requirements of the Agreement or other financing document. (d) The Borrower will pay any taxes, assessments or utility charges which may be lawfully levied, assessed or charged upon the Borrower, the Issuer, the proposed Project or the payments derived from the Agreement. The interest created by the Agreement shall be treated, for ad valorem tax purposes, as a fee simple interest, taxable to the Borrower. (e) The Borrower will keep the Project insured against loss or damage or perils generally insured against with respect to facilities similar to the Project, and will carry adequate public liability insurance covering personal injury, death or property damage with respect to the proposed Project. (f) The Agreement or other financing document shall provide that in the performance of the agreements contained therein on the part of the Issuer, any obligations it may incur for the payment of money shall not be a general debt of the Beaumont Housing Finance Corporation, but shall be payable solely from the payments received under the Agreement or from Bond proceeds, and, under certain circumstances, insurance proceeds and condemnation awards. (g) The Agreement or other financing document shall contain agreements providing for the indemnification of the Issuer and the individual members and officers thereof for all expenses incurred by them and for any claim of loss suffered or damage to property or any injury or death of any person occurring in connection with the planning, design, construction, installation, equipping and carrying out of the proposed Project. 4. The Issuer will enter into appropriate agreements with the bondholders, or a corporate trustee or depository representing the interest of bondholders which will pledge the Page 3 Agreement and payments and revenues due thereunder or under any other financing document, and the Issuer shall also assign its security interest in the Project by a trust indenture so as to create a security interest in the Project for the benefit of the bondholders. 5. The Issuer hereby agrees to permit steps for the planning, design, construction, installation, equipping and carrying out of the Project to begin and continue prior to the issuance and delivery of the Bonds. The Borrower may enter into a contract for the purchase of the Project, subject to the subsequent issue of the Bonds. The acceptance of this inducement agreement by the Borrower shall be deemed to mean that the Borrower agrees to guarantee payment of all such obligations incurred by the Issuer at the request of the Borrower in connection with such contracts or otherwise. The Borrower may advance any interim funds required in connection with the planning, design, construction, installation, equipping and carrying out of the Project and be reimbursed from the proceeds of the sale of the Bonds when and if the same are issued and delivered. 6. The Borrower is hereby informed that numerous procedural and substantive actions must be undertaken and completed in order to conclude this transaction in accordance with applicable state and federal law, rules and regulations. While the Issuer represents that it will use its best efforts to issue the Bonds and to provide the funds for the Project, the Issuer nevertheless assumes no Iegal responsibility or liability in the event the Bonds are not, in fact, issued for any reason whatsoever, including, but not limited to, the failure of the issuer or its agents or employees to act prudently in connection with this matter. Further, if the Borrower elects to exercise its rights granted in Paragraph 5 hereinabove, it is understood and agreed that expenditures of funds or the incurrence of debt in connection with the Project shall be at the entire risk of Borrower and in the event costs are incurred by the Borrower, reimbursement for said costs or expenses can only be made from the proceeds of the Bonds after issuance. 7. The Issuer will assist in the prompt preparation of the Agreement or other financing document and all other documents required for this transaction. 8. The Borrower will apply for, and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the planning, design, construction, installation, equipping and carrying out, operation and use of the proposed Project. Without limiting the generality of the foregoing, the Borrower must file an application with the Issuer and comply with all conditions of the Issuer. 9. The Borrower, in accepting this proposal, will thereby agree to indemnify, defend and hold the Issuer and the individual members and officers thereof harmless against any claim of loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, construction, installation, equipping and carrying out of the Project. The Borrower also agrees to reimburse or otherwise pay on behalf of the Page 4 Issuer any and all expenses not hereinbefore mentioned, incurred by the Issuer in connection with the proposed Project. This indemnity shall be superseded by a similar indemnity in the Agreement or other financing document, and, if the Bonds are not issued and delivered, this indemnity shall survive the termination of the inducement agreement resulting from the Borrower's acceptance of this proposal. If the foregoing proposal is satisfactory to you, you may so indicate by having the following acceptance executed by the Borrower and returning a copy to the Issuer. This proposal and your acceptance will then constitute an agreement in principle with respect to the matters herein contained as of the date hereof. Yours very truly, BEAUMON H U ANCE CORPORATION By. President (SEA I�j`}ua i Finance � . It VO CO • � �}1 S 1jeo ACCEPTANCE Foregoing proposal of the Beaumont Housing Finance Corporation regarding the financing of the Project is accepted the _ day of April, 2007. SF PEAR ORCHARD LLC By: Shelter First, Inc., its sole Member BY: President [SEAL) EXHIBIT "B" TEXAS, JEFFERSON COUNTY. NOTICE TO THE P!JBLIC You are hereby notified that on the Z41 day of April, 2007, at L;3-a.M. at the Beaumont City Hall, City Council Chambers, 801 Main Street, 1" Floor, Beaumont, Texas, a public hearing will be held in connection with proposed action of the Beaumont Housing Finance Corporation ("Issuer") to proceed with the financing of a certain project more particularly described hereinbelow through the issuance of revenue bonds by the Issuer. The President of said Issuer, or other representative of the Issuer officially designated by the President of said Issuer, shall preside at said public hearing and shall provide any interested individual with such information as may be requested concerning the Project at said time, including access and review of the official files of the Issuer in connection with the Project described hereinbelow. Members of the public are invited to be present for said public hearing or to direct communications concerning the proposed Project to Lance C. Fox. Esq., Orgain, Bell & Tucker, L.L.P., 470 Orleans Street, Suite 400, P.O. Box 1751, Beaumont, Texas 77704-1751. The Issuer has indicated its official intent to authorize the confirmation and issuance of its revenue bonds in the aggregate principal amount of not to exceed $5,000,000, to be issued for the purpose of paying for the benefit of SF Pear Orchard LLC, a Texas limited liability company, and/or its assigns, the costs, in whole or in part, of the (1) acquisition, development and rehabilitation of the apartment complex located at 4365 South 4th Street, Beaumont, Texas, and (2) costs related to the issuance of the Bonds (the "Project"), In indicating its official intent to authorize the issuance of said revenue bonds, the Issuer has determined that the Project will develop and promote for the public good and general welfare, trade and commerce and will create, preserve and increase employment in Beaumont, Texas, and that the implementation of the Project is within the purposes for which the Issuer was created. The revenue bonds, if and when issued, shall be the limited obligation of the Issuer in that the Issuer shall pledge as security for the payment of debt service for the bonds revenues and security instruments. The issuance of the Bonds shall not create any debt of the City of Beaumont or Jefferson County except for the limite o ii the Issuer as described above. This the� day of April, 2007. S mg Fin�Zi 4 Hearing Officer �d.••" "'••��° Beaumont Housing Finance Corporation • •. o�J � S i EXHIBIT "C" STATE OF TEXAS JEFFERSON COUNTY of Beaumont Texas DOES HEREBY APPROVE the The undersigned, as the Mayor , Project described in the attached Resolution of the Beaumont Housing Finance Corporation, as follows: (i) The Project consists of the (1) acquisition, development and rehabilitation of the apartment complex located at 4365 South 4th Street, Beaumont, Texas, and (2) costs related to the issuance of the Bonds (the "Project"); (ii) The maximum aggregate face amount of obligations to be issued with respect to the facility is $5,000,000; (iii) The initial owner, operator or manager of the facility is SF Pear Orchard LLC, a Texas limited liability company, or its successors or assigns; and (iv) The location of the project is see (i) above. This approval is provided in accordance with the requirements of the Internal Revenue Code of 1986, as amended. This 14 day of April, 2007. MAYOR, CITY F BEAUMONT, TEXAS BTX.12\1 WWI 18610018.D50.wpd