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8/11/2019 Resolution Declaring Intent to Issue Bonds Executed 12-11-2008[1]
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CERTIFICATE
FOR
RESOLUTION
THESTATEOFTEXAS
COUNTYOFDALLAS
I,
the
undersigned
officer
of
City
of
Dallas Housing Finance Corporation (the
Corporation ),
do
hereby make
and
execute this Certificate
for the benefit of all
persons
interestedin thevalidityof allactionsandproceedingsof theCorporation. I dohereby certify as
follows:
1. I am theduly chosen, qualified andactingofficer of theCorporationfor the
office
shownbeneath
my
signature
and in
suchcapacity
I am
familiar with
the
matters contained
in
this
Certificate,
and I am
authorized
to
make, execute
and
deliver this Certificate.
2. The
Board
of
Directors
of the
Corporation (the
Board )
convened
on
December 11,2008, themeeting place opento thepublicandnoticeofsaidmeetinggiving the
date, place
and
subject thereof, having been posted
as
prescribed
by
Chapter 551, Texas
Government Code, and the roll was called of the duly constituted members of said Board of
Directors, towit:
Monique Allen Marcos Rincon
Eric Anderson Sherman Roberts
Robert Chereck DonRobinson
Mark
Gonzales
Eliza Ruth Steward
DavidKitner Levar Thomas
Randall Parker
and
all of
said persons were present except
the
following:
Member Chereck, thus constituting
a
quorum. Whereupon, among other business, the followingw as transacted atsaid meeting: a
written resolution bearing thefollowingcaptionw asintroducedf orconsiderationof theBoard:
RESOLUTION DECLARING INTENT TO ISSUE BONDS TO PROVIDE
FINANCING FOR A MULTI-FAMILY RESIDENTIAL RENTAL
DEVELOPMENT FOR PERSONS OF LOW AND MODERATE INCOME;
PRESCRIBING
CERTAIN TERMS
AND
CONDITIONS
OF
SUCH BONDS;
AUTHORIZING THE FILING OF AN APPLICATION WITH THE TEXAS
BOND REVIEW BOARD; AND CONTAINING OTHER PROVISIONS
RELATINGTO THESUBJECT
It was then duly moved and seconded that the Resolution be adopted and, after du e
discussion, said motion
was
approved
and
adopted with
all
present voting
in
favor except
fo r
Member Anderson,whovoted against.
3. Theattachedandfollowingis atrueandcorrect copyof theResolutionasadopted
and
approved and is on file in the records of the Corporation; said Resolution has not been
amended
and is in
full force
a nd effect.
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4. The persons
named
in the
above
and
foregoing paragraph
2
were
the
duly
qualified and
acting members
of the
Board
as
indicated therein;
in
accordance with
the
Bylaws
of the Corporation, each of the members of said Board was duly and
sufficiently
notified
officially
and personally, in advance, of the time, place, and purpose of the aforesaid meeting
and that said Resolution would be introduced and considered for adoption at said meeting; and
each of said
officers
and members consented, in advance, to the holding of said meeting for such
purpose.
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WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CORPORATION, THIS
DECEMBER 11,2008.
[SEAL]
Secretary, City
of
Dallas Housing
Finance Corporation
Signature Page
to ertificate fo r
Resolution
Dallas 1501859v.l
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RESOLUTION DECLARING INTENT TO ISSUE BONDS TO PROVIDE
FINANCING FOR A MULTI-FAMILY RESIDENTIAL RENTAL
DEVELOPMENT FOR PERSONS OF LOW AND MODERATE INCOME;
PRESCRIBING CERTAIN TERMS AND CONDITIONS OF SUCH BONDS;
AUTHORIZING THE
FILING
OF AN
APPLICATION WITH
TH E
TEXAS
BOND REVIEW BOARD; AND CONTAINING OTHER PROVISIONS
RELATIN G TO THE SUBJECT
WHEREAS, the City of Dallas Housing Finance Corporation (the Corporation ) has
been duly and properly
created
and organized under the Texas Housing Finance Corporations
Act,
as
amended, Article 12691-7, Vernon's Annotated Texas Civil Statutes
and now
codified
as
Texas Local G overnment
Code,
Chapter
394
(the Act );
and
WH ERE AS, the Act authorizes the Corporation to issue revenue bonds fo r the purpo se o f
providing financing for residential developments located within the City of Dallas, Texas (the
City ), and intended to be occupied substantially (at least 90 percent) by persons of low and
moderate incom e, as determined by the Board o f Directors of the Corporation; and
WHEREAS,
Sections 103 and 142(a)(7) of the Internal Revenue Code of 1986, as
amended (the
Code ),
provide that
the
interest
on
fully registered obligations issued
by or on
behalf of a state or a political subdivision thereof substantially all of the proceeds of which are to
be used to provide qualified residential rental projects shall be excludable
from
gross income for
federal income tax purposes if the requirements of Section 142(d) and other applicable Sections
of
the
Code
are satisfied ; and
WHEREAS,
Section 146(a)
of the
Code requ ires that certain private activity
bonds (as
defined in Section 141 (a) of the Code) must come w ithin the issuing author ity's private activity
bond limit for the applicable calendar year in order to be treated as obligations the interest on
which is excludable from the gross income of the holders thereof for federal income tax
purposes;
and
WHEREAS, pursuant
to
Section 3021
of the
Housing
and
Economic Recovery
Act of
2008, additional private activity bond volume
cap for qualified
mortgage bonds
and
qualified
residential rental projects has become available to the State of Texas (the Emergency Housing
Volume
Cap );and
WHEREAS, the Corporation has received a reservation (the Reservation ) of
Emergency Housing Volume
Cap
from
the
Texas Bond Review Board (the Bond Review
Board )
in the amo unt of $150,000,000 fo r mu lti-family residential rental development
purposes;
and
WHEREAS, it is proposed that the Corporation use up to $102,000,000 of the
Reservation to issue its revenue bo nds to provide financing fo r a mu lti-family residential rental
development consisting of the projec t (the
Project )
described in Exhibit A attachedhereto,and
to
be owned by a limited partnership or other entity to be formed under the laws of the State of
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Texas,
the
principals
o f
which
are
anticipated
to
include Curtis Lockey
and
CraigMacKenzie,
or
arelated person within the meaning o f the Code (the Owner );and
WHEREAS,
the
Owner
has
made
no t
more than
60
days prior
to the
date hereof,
paym ents with respect to the acquisition, construction, reconstruction or renovation of the Pro ject
listed on Exhibit A attached hereto and expects to make additional payments in the future and
desires that it be reimbursed for such payments and other costs associated with the Project
( Costs
of the
Project )
from the
proceeds
of
tax-exempt obligations
to be
issued
by the
Corporation subsequent to the date hereof; and
WH EREA S, the Corporation desires to reimburse the Owner for some or all of the C osts
of
the Project, but solely
from
and to the extent, if any, of the proceeds o f tax-exempt obligations
tobe issued subsequent to the
datehereof(the Bonds );
and
WHEREAS, the Corporation reasonably expects, based on information and
representations of the Owner, to incur debt in the
form
of tax-exempt obligations for purposes of
paying costs of the Project; and
WHEREAS, in connection with the proposed issuance of the Bonds, the Corporation, as
issuer of the Bonds, will be required to submit certain inform ation (an Application ) with and as
required by the Bond Review Board with respect to the Bonds in order to utilize a portion of
Reservation in connection with the Bond Review Board's authority to administer the allocation
of the authority of the state to issue private activity bond s; and
WHEREAS, the Board of Directors has
determined
to declare its intent to issue the
Bonds
for the
purpose
of
pro viding
funds to the
Owner
to
finance
the
Project
on the
terms
and
conditions hereinafterset
forth;
NOW, TH EREFOR E, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CITY OF DA LLAS HOUSING FIN AN CE CORPORATION THAT:
Section 1. The Corporation reasonably expects to reimburse the Owner for all or a
portion of the Co sts o f the Project that have been or will be paid subsequent to the date that is 60
days prior to the date hereof in connection with the acquisition, construction, reconstruction or
renovation of the property comprising the Projectfrom the proceeds of the Bonds in an amount
which
is
reasonably estimated
to be
sufficient:
(a) to
fund
a
loan
to
provide financing
for the
acquisition,
construction, equipping
and
furnishing
of the
Project
and costs incidental
thereto,
including reimbursing
the
Owner
for all
costs that have been
or
will
be
paid subsequent
to the
date that
is 60
days prior
to the
date hereof
in
connection with
the
acquisition, construction,
reconstruction
or
renovation
of the
Project;
(b) to fund
certain reserves
for the benefit of the
holders of the Bonds; and (c) to pay certain costs incurred in c onnection w ith the issuance of the
Bonds.
Section
2.
Based
on
representations
of the
Owner,
the
Corporation reasonably expects
that
the maximum aggregate principal amount of debt issued to reimburse the Owner for costs of
the Project
will
not exceed $102,000,000.
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Section 3. The obligation of theCorporation to issue theBondson a tax-exemptbasisis
specifically subject to the ability of the Corporation to issue such Bonds in compliance with the
Volume Cap provisions o f Section 146 of the Code, Chapter 1 372, Texas Go vernment Code,
and the rules of the Bond Review Board promulgated pursuant thereto, to the Owner setting
aside at least 280 units in the Project to be rented to persons or families earning no more than
80% of the area median
family
income and to any rules, regulations or conditions of the
Corpo ration relating to the issuance of the Bonds.
Section 4. The Projec t willbe in furtherance of the public purposes of the Corporation
setforth in Section 394.002 of the Act, including witho ut limitation, assisting persons o f low and
moderate income to obtain decent, safe and sanitary housing or rentals they can afford, and the
Owner has provided or will provide, or cause to be provided, at its expense, the necessary
interim
financing toexpeditethecommencement of theacquisition, construction, reconstruction
or rehabilitation o f the Project. On or prior to the issuance of the Bonds, the Owner will enter
into a purchase, lease or loan agreement on an installment payment basis with the Corporation
under which the Corporation will make a loan to the Owner for the purpose of financing the
Costs of the Project and the Owner will make installment payments sufficient to pay the
principal of and anypremium and interest on the Bonds. The Bonds shall never constitute an
indebtedness or pledge of the
faith
and credit of the State, of the City or of any other political
corpo ration, subdivision or agency o f the State within the meaning of any State constitutional or
statutory pro vision, and the Bonds shall never be paid in w hole or in part o ut of anyfunds raised
or to be raised by taxation or any other
funds
of the City, and shall be payable solely from the
revenues o f the Corpo ration derived from or in connection with the sale or lease of the Project or
the loan o f the proceeds of the Bonds and
from
such other amounts as may be obtained through
the exercise of the remedies provided in the financing documents upon the occurrence of an
event ofdefault.
Section 5. The Costs of the Project may include any cost of acquiring, constructing,
reconstructing, rehabilitating, impro ving and expanding the Project. Without limiting the
generality of the foregoing, the Costs of the Project shall specifically include the cost of the
acquisition of all land, rights-of-way, property rights, easements and interests, financing charges,
inventory, raw materials and other supplies, interest prio r to and during co nstruction and for one
year after completion of construction whether or not capitalized, necessary reserve funds, the
cost
of
estimates
and of
engineering
and
legal services, plans, specifications, surveys, estimates
of
cost and of revenue, other expenses necessary or incident to determining the feasibility and
practicability of
acquiring, constructing, reconstructing,
rehabilitating,
improving
and expanding
the Project, administrative expenses and such other expenses as may be necessary or incident to
the acquisition, construction, reconstruction, rehabilitation, improvement and expansion of the
Project, the placing of the Project in o peration and that
satisfy
the Act and the Code. The Ow ner
shall (i) be responsible fo r and pay any Costs of the Project incurred by it prior to issuance of the
Bonds and will pay all Costs of the Project which are not or cannot be paid or reimbursed
from
the proceeds of the Bonds and (ii) at all times, indemnifyand hold harmless the Corporation, its
Board
of
Directors,
the
City,
and its
City Cou ncil against
all
losses, co sts, dam ages, expenses
and
liabilities
of
whatsoever nature (including
but not
limited
to
attorneys' fees, litigation
and
court
costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly
resulting
from,
arising out of or related to the issuance,
offering,
sale or delivery of the Bonds, or
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the design, construction, installation, operation, use, occupancy, maintenance orow nershipof the
Project.
Section 6. TheBoardof Directors
herebyfinds,
determines,
recites
and
declaresthat
the
Bonds shall not constitute an indebtedness, liability, general, special or moral obligation or
pledge or loan of the
faith
or credit or taxing power of the State of Texas, the City or any other
political subdivision or municipal or political corporation or governmental unit, nor shall the
Bonds ever be deemed to be an obligation or agreement of any officer, director, agent or
employee o f the Corporation in his or her individual capacity, and none of such persons shall be
subject
to any
personal liability
by
reason
o f the
issuance
of the
Bonds.
Section 7. Neither the Owner nor any other party is entitled to rely on this Reso lution as
a commitment to loanfunds,and the Corporation
reserves
the right not to issue the Bonds
either
with or w ithout cause and w ith or without notice, and in such event the Corporation shall not be
subject
to any
liability
or
damages
of any
nature. Neither
the
Owner
nor any one
claiming
by,
through
or
under
the
Owner,
nor any
investment banking firm
or
potential purchaser
of the
Bonds shall have
any
claim against
the
Corporation whatsoever
as a
result
of any
decision
by the
Corpo ration not to issue the Bonds.
Section 8. The Board of Directors hereby
finds,
determines, recites and declares the
Cor poration 's intent that this Resolution co nstitute itsofficial intent for expenditures on Costs of
the Project which will be reimbursed out of the issuance of the Bonds within the meaning of
Sections 1.103-8(a)(5)(i)
and
(ii)
and
1.150-2, Title
26 ,
Code
of
Federal Regulations,
as
amended,
and
applicable rulings
of the
Internal Revenue Service thereunder,
to the end
that
the
Bonds issued to reimburse Costs of the Project may qualify for the exemption provisions of
Section 142(a)(7)
of the
Code
and
that
the
interest
on the
Bonds will therefore
be
excludable
from
the
gross incomes
of the
holders thereof under
the
provisions
of
Section 103(a)(l)
of the
Code.
Section 9. The Corpo ration hereby authorizes the filing and any submission of an
Application with the Bond Review Board, that Vinson & Elkins L.L.P. be designated as the
authorized representative of the Corporation for purpo ses of an Application.
Section 10. The
officers,
employees and agents of the Corporation shall be, and each is,
expressly authorized, empowered
and
directed from time
to time and at any
time
to do and
perform
all acts and things necessary and desirable to carry out andeffectuate the purposes of
this Resolution.
Section 11. The Board of Directors of the Corporation hereby
finds,
determines and
declares that written notice of the date, hour, place and subject of the meeting at which this
Resolution was adopted w as posted and that such m eeting w as open to the pub lic as required by
law at all times during which this Resolution and the subject matter
hereof
were
discussed,
considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,
Texas Government Code.
PASSED AND APPROVED this 11th day of December, 2008.
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EXHIBIT
A
DESCRIPTION
OFPROJECT
Costs of the Project to be financed by tax-exempt bonds in an amount not to exceed
102,000,000 include the acquisition, construction, reconstruction or rehabilitation of a
multifamily
residential housing project and related facilities proposed to be located at 1600
Pacific
and
1511
E lm
Street
in the
City
o f
Dallas, Dallas County, Texas 75201.
A-l
1501859
2.DOC
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