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HomeMy WebLinkAboutPR 17863: PRIVATE ACTIVITY BONDS - PORT ARTHUR HOUSING OPPORTUNITY CORPORATION P.R. No. 17863 8/30/2013 RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF AN APPROVAL LETTER AND RELATED DOCUMENTS FOR THE ISSUANCE OF PRIVATE ACTIVITY BONDS PURSUANT TO SECTION 147(F) OF THE INTERNAL REVENUE CODE, ON BEHALF OF THE PORT ARTHUR HOUSING OPPORTUNITY CORPORATION, AN INSTRUMENTALITY OF THE PORT ARTHUR HOUSING AUTHORITY. WHEREAS, the Port Arthur Housing Opportunity Corporation, an instrumentality of the Port Arthur Housing Authority, will issue approximately $11,700,000 of bonds in connection with a development at 2500 FM 365 (the Park Central Development) and $7,800,000 of bonds for a development at the former Edison Campus located at 3501 12 Street; and , WHEREAS, on July 9, 2013, pursuant to Resolutions 13 -288 and 13 -289, the City Council approved the submission of an application for housing tax credits or private activity bonds at the above referenced locations; and WHEREAS, it is necessary that approval in connection with bond financing be provided by the applicable elected representative of the city after a public hearing on the issuance of the bonds following reasonable public notice; and WHEREAS, said public hearing was held on Monday, August 26, 2013; and WHEREAS, the Port Arthur Housing Opportunity Corporation requests that the Mayor as the Chief Elected Executive Officer of the City of Port Arthur, execute approval letters and related documents in substantially the same form as Exhibit "A" attached hereto; and WHEREAS, the law firm of Ballard Spahr, LLP, which serves as bond counsel for this project, has offered a legal opinion which explains the details of the transaction attached as Exhibit `B ". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council authorizes the Mayor to execute the approval documents and letters as delineated in Exhibit "A ". Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2013, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Councilmembers NOES: Deloris "Bobbie" Prince, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED TO FORM ONLY: V Valecia R. zeno, Cit ttorney APPROVED AS TO ADMINISTRATION: Floyd T. Johnson, City Manager Page 2 EXHIBIT "A" Page 3 [City of Port .rtiiur, 'Texas -_. Office of the Mayor Letterhead} ELECTED REPRESENTATIVE APPROVAL • 1, Deloris Prince, the Ivlayor of the City of Port Arthur, Texas, as Chief Elected Executive Officer of the City of Port Art in, Tex as ; and being a person who may approve the issuance of bonds for purposes of Section 147(f) of the internal Revenue Code of 1986 as amended, hereby approve the financing for the proposed project described in the notice of public hearing (attached hereto as Exhibit "A "), on behalf of the Port Arthur Housing Opportunity Corporation, an instrumentality of the Housing Authority of the, City of Port Arthur. CITY OF PORT AR IT R, TEXAS Deloris Prince, Mayor ------------- - -_-- Dated: , 2013 LDiv1 r #16996954 vi August 26, 2013 Board of Directors Port Arthur Housing Opportunity Corporation c/o Port Arthur Housing Authority 920 DeQueen Blvd. Port Arthur, TX 77640 Re: Park Central Dear Madam or Sir: Federal law has a series of requirements applicable to the issuance of private activity bonds. Under the Internal Revenue Code of 1986, as amended (the "Code "), states have authority to issue private activity bonds based upon population of the state. Each locality, in order to issue bonds under this bonding authority, must go through a number of steps. The Port Arthur Housing Initiative I, LP ( "Owner ") of Park Central must apply for a volume cap allocation of private activity bond authority from the Texas Bond Review Board. Port Arthur Housing Opportunity Corporation ( "Issuer "), the issuer of the private activity bonds, must be eligible to issue the bonds under state law. The Issuer is eligible to issue private activity bonds under Texas state law. The Issuer passed resolutions approving the bond issuance. The governmental unit that issues the bonds must approve the issue. There must be approval by the applicable elected representative of the city after a public hearing on the issuance of the bonds following reasonable public notice. The bond issue was approved as part of the City Council's July 9, 2013 approval of a resolution supporting the proposed Park Central development, authorizing the construction of the Park Central Development, and supporting the allocation of housing tax credits for the Park Central Development. The TEFRA hearing regarding the issuance of the bonds was held August 26, 2013. There were no comments in opposition to the bond issuance at the TEFRA hearing. Consistent with the City Council approval of the allocation of tax credits for the Development, the TEFRA resolution passed by the Issuer, I, as the chief elected executive officer of the City, serving as Mayor after the date of this approval, approve the issuance by the Issuer of the bonds for the Development described in the attached public hearing notice. This letter is written to comply with section 147 of the Code. Sincerely, Delores Prince Enclosure DMEAST #17510535 v2 i t August 26, 2013 Board of Directors Port Arthur Housing Opportunity Corporation c/o Port Arthur Housing Authority 920 DeQueen Blvd. Port Arthur, TX 77640 Re: Edison Square Dear Madam or Sir: Federal law has a series of requirements applicable to the issuance of private activity bonds. Under the Internal Revenue Code of 1986, as amended (the "Code "), states have authority to issue private activity bonds based upon population of the state. Each locality, in order to issue bonds under this bonding authority, must go through a number of steps. The Port Arthur Housing Initiative II, LP ( "Owner ") of Edison Square must apply for a volume cap allocation of private activity bond authority from the Texas Bond Review Board. Port Arthur Housing Opportunity Corporation ( "Issuer "), the issuer of the private activity bonds, must be eligible to issue the bonds under state law. The Issuer is eligible to issue private activity bonds under Texas state law. The Issuer passed resolutions approving the bond issuance. The governmental unit that issues the bonds must approve the issue. There must be approval by the applicable elected representative of the city after a public hearing on the issuance of the bonds following reasonable public notice. The bond issue was approved as part of the City Council's July 9, 2013 . approval of a resolution supporting the proposed Edison Square development, authorizing the construction of the Edison Square Development, and supporting the allocation of housing tax credits for the Edison Square Development. The TEFRA hearing regarding the issuance of the bonds was held August 26, 2013. There were no comments in opposition to the bond issuance at the TEFRA hearing. Consistent with the City Council approval of the allocation of tax credits for the Development, the TEFRA resolution passed by the Issuer, I, as the chief elected executive officer of the City, serving as Mayor after the date of this approval, approve the issuance by the Issuer of the bonds for the Development described in the attached public hearing notice. This letter is written to comply with section 147 of the Code. Sincerely, Delores Prince Enclosure DMEAST #17510604 vl MINUTES OF THE REGULAR MEETING OF THE HOUSING OPPORTUNITY CORPORATION OF THE CITY OF PORT ARTHUR, HELD ON THE 26 DAY OF AUGUST, 2013 The Board of Directors of the Housing Authority of the City of Port Arthur, Texas, met in Regular Session on Monday, August 26 2013 in the Board Room of George W. Lacey Administration Building, 920 DeQueen Blvd., Port Arthur, Texas. Agenda Item No. 1 — Call to Order. The meeting was called to order at 4:20 p.m. by Ronnie Linden, Chairman Agenda Item No. 2 — Roll Call. Seledonio Quesada, Executive Director noted the following attendance: PRESENT: Board Members in Attendance: Rev. Ronnie Linden, Chairman Clonie Ambroise, Vice - Chairman Bart Bragg, Director ABSENT: Brenda Roy, Director Robert Reid, Director STAFF: Tanika Traveler, Executive Assistant Connie Hill, Financial Analyst Lynn Daughrity, Attorney VISITORS: Chris Akbari, Miranda Ashline, ITEX Development Dr. Melvin Getwood, (By Teleconference) Sharon Geno, Monique Delapenha Ballard Spahr LLP Agenda Item No. 3 — Invocation. The invocation was given by Vice - Chairman Ambroise. Agenda Item No. 4 — Open Public Meeting at 4:25 p.m. No comments were made. Agenda Item No. 5 - Resolution of the Port Arthur Housing Opportunity Corporation authorizing and approving the financing for Park Central and approving the issuance of Bonds to finance the costs thereof. A motion was made by Vice - Chairman Ambroise and second by Director Bragg (Resolution number 08262013 -1) AYES: All NAYS: None The motion carried. Agenda Item No. 6 — Adjournment The motion to adjourn was made by Vice - Chairman Ambroise and second by Director Bragg the following was recorded: AYES: All NAYS: None Meeting adjourned at 4:27 p.m. Chairman, Board of Directors Rev. Ronnie Linden ATTEST: Executive Director /Secretary Seledonio "Cele" Quesada MINUTES OF THE REGULAR MEETING OF THE HOUSING OPPORTUNITY CORPORATION OF THE CITY OF PORT ARTHUR, HELD ON THE 26 DAY OF AUGUST, 2013 The Board of Directors of the Housing Authority of the City of Port Arthur, Texas, met in Regular Session on Monday, August 26 2013 in the Board Room of George W. Lacey Administration Building, 920 DeQueen Blvd., Port Arthur, Texas. Agenda Item No. 1 — Call to Order. The meeting was called to order at 4:28 p.m. by Ronnie Linden, Chairman Agenda Item No. 2 — Roll Call. Seledonio Quesada, Executive Director noted the following attendance: PRESENT: Board Members in Attendance: Rev. Ronnie Linden, Chairman Clonie Ambroise, Vice - Chairman Bart Bragg, Director ABSENT: Brenda Roy, Director Robert Reid, Director STAFF: Tanika Traveler, Executive Assistant Connie Hill, Financial Analyst Lynn Daughrity, Attorney VISITORS: Chris Akbari, Miranda Ashline, ITEX Development Dr. Melvin Getwood, (Teleconference) Sharon Geno, Monique Delapenha Ballar Sphar LLP Agenda Item No. 3 — Invocation. The invocation was given by Vice - Chairman Ambroise. Agenda Item No. 4 — Open Public Meeting at 4:29 p.m. No comments were made. Agenda Item No. 5 - Resolution of the Port Arthur Housing Opportunity Corporation authorizing and approving the financing for Edison Square and approving the issuance of Bonds to finance the costs thereof . A motion was made by Director Bragg and second by Vice - Chairman Ambroise (Resolution number 08262013 -2) AYES: All NAYS: None The motion carried Agenda Item No. 6 — Adjournment The motion to adjourn was made by Directors Bragg and second by Vice - Chairman Ambroise the following was recorded: AYES: All NAYS: None Meeting adjourned at 4:30 p.m. Chairman, Board of Directors Rev. Ronnie Linden ATTEST: Executive Director /Secretary Seledonio "Cele" Quesada i I n DIRECTORS •• •• RONNIE LINDEN, CHAIRMAN 11 CLONIE AMBROISE BART BRAGG EXECUTIVE DIRECTOR ROBERT REID BRENDA ROY SELEDONIO "CELE" QUESADA RESOLUTION OF THE PORT ARTHUR HOUSING OPPORTUNITY CORPORATION AUTHORIZING AND APPROVING THE FINANCING FOR EDISON SQUARE AND APPROVING THE ISSUANCE OF BONDS TO FINANCE THE COSTS THEREOF. ADOPTED: AUGUST 26, 2013 Resolution Number 08262013 -2 WHEREAS, the Port Arthur Housing Opportunity Corporation (the "Corporation ") is a corporation organized under the Texas Public Facility Corporation Act (the "Act "'), Tex. Local Government Code, Chapter 303 (2003), as amended, and the Texas Nonprofit Corporation Act, Tex. Rev. Civ. Stat. Ann. art. 1396 -1.01 et seq. (2003), as amended; and WHEREAS, the Corporation is authorized pursuant to the Act to, among other things, perform certain functions of, to carry out the purposes of, and to act as an instrumentality of the Housing Authority of the City of Port Arthur, Texas (the "Authority"), promote the public purposes of Section 303 of the Act, including to acquire, construct, rehabilitate, renovate, repair, equip, furnish, finance, refinance and place in service public facilities of the Authority; and WHEREAS, the Corporation has determined to issue bonds pursuant to and in accordance with the Act in connection with the development and construction of a 128 -unit affordable elderly development, of which 123 units will be low- income housing tax credit ( "LIHTC ") units and 5 units will be available to individuals with incomes up to 80% of the area median income, including certain project amenities, and infrastructure and site improvements (the "Development ") to be known as Edison Square and located at approximately 2200 Jefferson Drive, Port Arthur, Texas 77642; and WHEREAS, the Development will be owned by Port Arthur Housing Initiative I, L.P., a limited partnership created and organized under the laws of the State of Texas (the "User "), whose partners will include Port Arthur Housing Initiative I GP, LLC, as general partner, Port Arthur IIousing Initiative I SLP, LLC, as special limited partner, and an equity investor as limited partner; and WHEREAS, in order to facilitate the Development, the Corporation has determined to issue one or more series of bonds in an aggregate principal amount not to exceed $9,000,000 (the "Bonds ") pursuant to a trust indenture (the "Indenture ") between the Corporation and a trustee signatory thereto (the "Trustee "), and will loan the net proceeds of the Bonds to the User to pay all or a portion of the costs of the Development, which loan shall be evidenced by and pursuant to the terms of a loan agreement by and between the User and Corporation, or such other PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 u' u .n document evidencing the User's obligation to pay the principal of, and interest on, redemption premiums, paying agent fees and Trustee fees, if any, on the Bonds, as and when the same become due (the "Loan Agreement "); and WHEREAS, the Bond proceeds will be used to make a loan to the User to permit it to undertake the Development and pay certain other costs associated with the Development and the financing thereof, including (a) the payment or reimbursement of the costs of construction and equipping of the Development; (b) the funding of capitalized interest on the Bonds; (c) the funding of any required reserves for the Bonds; and (d) the payment of the costs associated with the issuance of the Bonds; and WHEREAS, the Development will constitute a qualified residential rental project pursuant to the requirements of the Internal Revenue Code of 1986, as amended; and WHEREAS, as further security for the Bonds, the Corporation will cause certain of its rights under the Loan Agreement to be assigned to the Trustee concurrently with the issuance of the Bonds; and WHEREAS, in connection with the offering and sale of the Bonds, the Corporation will enter into a contract (the "Bond Purchase Agreement ") by and among the Authority, and the bond purchaser to be designated by the Corporation or such other party permitted under the Act (the "Bond Purchaser "), pursuant to which the Bond Purchaser will offer to purchase the Bonds upon the terms and conditions set forth therein; and WHEREAS, in connection with the offering of the Bonds, it is anticipated that an official statement or placement memorandum (the "Placement Memorandum ") will be prepared containing certain information about, among other things, the User, the Corporation, the Authority, the Project and the Bonds; and WHEREAS, the Corporation desires to authorize and approve the Development, the issuance, execution and delivery of the Bonds, and, as applicable, the execution and delivery of the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Placement Memorandum and such other instruments and documents as shall be necessary or appropriate to effectuate the purposes of this Resolution. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Port Arthur Housing Opportunity Corporation, as follows: Section 1. Approval of Development and the Issuance of the Bonds. The Corporation hereby authorizes and approves the undertaking of the Development and the issuance of the Bonds pursuant to the requirements of the Act to finance all or a portion of the costs of the Development. The Bonds shall be issued and secured pursuant to the Indenture in an aggregate principal amount not to exceed $9,000,000. The Bonds shall bear interest at variable or fixed rates of interest and shall contain such other terms and conditions as set forth in the Indenture. Section 2. Approval of the Indenture. The Corporation hereby authorizes and approves the execution and delivery of the Indenture by and between the Corporation and the Trustee, containing such terms and provisions as Bond Counsel and counsel to the Corporation and the Authorized Officer of the Corporation executing the Indenture shall approve, such approval to be conclusively evidenced by such officer's execution thereof. Section 3. Approval of the Loan Agreement. The Corporation hereby authorizes and approves the execution and delivery of the Loan Agreement, containing such terms and provisions as counsel to the Corporation and the Authorized Officer of the Corporation executing the Loan Agreement shall approve, such approval to be conclusively evidenced by such officer's execution thereof. PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 n (� Section 4. Sale of the Bonds; Approval of the Bond Purchase Agreement. (a) The Corporation hereby authorizes and approves the sale of the Bonds to a Bond Purchaser to be selected by the Corporation. The Bonds shall be sold to the Bond Purchaser at such rates and on such terms and conditions as are set forth in the Bond Purchase Agreement and /or a term sheet (the "Term Sheet ") relating to the Bonds. (b) The Corporation hereby authorizes and approves the execution of the Bond Purchase Agreement and /or Terms Sheet containing such terms and provisions as Bond Counsel and counsel to the Corporation and the Authorized Officer of the Corporation executing the same shall approve, such approval to be conclusively evidenced by such officer's execution thereof. Section 5. Execution of Placement Memorandum. To the extent required, the Corporation hereby authorizes and approves the distribution and execution of a Placement Memorandum in such form as counsel to the Corporation, counsel to Bond Purchaser and the officer of the Corporation executing the same shall approve. Section 6. Direction to Authorized Officers. (a) For purposes of this Resolution, any officer of the Corporation so designated by the Board of the Corporation shall be deemed to be an "Authorized Officer ". (b) The Board hereby authorizes and directs the Authorized Officer to, as applicable, execute and deliver the Bonds, the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Placement Memorandum, and, subject to the approval thereof by counsel to the Corporation and the Authorized Officer executing the same, to execute and deliver any other document, agreement, instrument or certificate required to be executed by the Corporation in connection with the issuance of the Bonds, and such execution and delivery shall be conclusive evidence of the approval thereof by the Board. (c) The Board hereby authorizes and directs the Secretary of the Corporation to affix and attest the seal of the Corporation to any document as required, and to attest the signature of any Authorized Officer where required. Section 7. Further Action. The Authorized Officer is hereby authorized and directed to take such actions and execute such other documents, certificates or filings as may be necessary or appropriate to effectuate the matters contemplated hereby, to implement and complete the Development, to issue and sell the Bonds, or to otherwise effectuate the purposes of this Resolution. Section 8. Prior Actions. All actions heretofore taken and all documents and instruments heretofore executed by or on behalf of the Corporation in connection with the Development and the Bonds are hereby ratified and approved. Section 9. Limitation of Liability. The issuance and sale of the Bonds shall not be construed so as to give rise to any pecuniary liability of the Corporation or any of its board members, officers, or employees, or to give rise to a charge upon the general credit of the Corporation, or its board members, officers or employees, including without limitation in respect of general liability for repayment of the Bonds; any pecuniary liability hereunder of the Corporation and the Authority shall be limited exclusively to the extent provided for in the Indenture and Loan Agreement. The Bonds shall specifically provide that the neither the State of Texas, the Authority, nor any political issuer, subdivision, or agency of the State of Texas shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the State of Texas, the Authority or any political issue, subdivision or agency thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 u iLl lg Section 10. Effective Date of Resolution. This Resolution shall take effect immediately. W ay r h. ATTEST: CRETARY PORT ARTHUR HOUSING OPPORTUNITY CORPORATION • 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 r.. DIRECTORS •• •• RONNIE LINDEN, CHAIRMAN • • • " CLONIE AMBROISE BART BRAGG EXECUTIVE DIRECTOR ROBERT REID SELEDONIO "CELE" QUESADA BRENDA ROY RESOLUTION OF THE PORT ARTHUR HOUSING OPPORTUNITY CORPORATION AUTHORIZING AND APPROVING THE FINANCING FOR PARK CENTRAL AND APPROVING THE ISSUANCE OF BONDS TO FINANCE THE COSTS THEREOF. ADOPTED: AUGUST 26, 2013 Resolution Number 08262013 -1 WHEREAS, the Port Arthur Housing Opportunity Corporation (the "Corporation") is a corporation organized under the Texas Public Facility Corporation Act (the "Act "'), Tex. Local Government Code, Chapter 303 (2003), as amended, and the Texas Nonprofit Corporation Act, Tex. Rev. Civ. Stat. Ann. art. 1396 -1.01 et seq. (2003), as amended; and WHEREAS, the Corporation is authorized pursuant to the Act to, among other things, perform certain functions of, to carry out the purposes of, and to act as an instrumentality of the Housing Authority of the City of Port Arthur, Texas (the "Authority "), promote the public purposes of Section 303 of the Act, including to acquire, construct, rehabilitate, renovate, repair, equip, furnish, finance, refinance and place in service public facilities of the Authority; and WHEREAS, the Corporation has determined to issue bonds pursuant to and in accordance with the Act in connection with the development and construction of a 184 -unit affordable family development, of which 168 units will be low- income housing tax credit ( "LIHTC ") units and 16 units will be available to individuals with incomes up to 80% of the area median income, including certain project amenities, and infrastructure and site improvements (the "Development ") to be known as Park Central and located at approximately the 2500 block of FM 365, Port Arthur, Texas 77642; and WHEREAS, the Development will be owned by Port Arthur Housing Initiative I, L.P., a limited partnership created and organized under the laws of the State of Texas (the "User "), whose partners will include Port Arthur Housing Initiative I GP, LLC, as general partner, Port Arthur Housing Initiative I SLP, LLC, as special limited partner, and an equity investor as limited partner; and PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. O. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 L" 'J Or WHEREAS, in order to facilitate the Development, the Corporation has determined to issue one or more series of bonds in an aggregate principal amount not to exceed $12,000,000 (the "Bonds ") pursuant to a trust indenture (the "Indenture ") between the Corporation and a trustee signatory thereto (the "Trustee "), and will loan the net proceeds of the Bonds to the User to pay all or a portion of the costs of the Development, which loan shall be evidenced by and pursuant to the terms of a loan agreement by and between the User and Corporation, or such other document evidencing the User's obligation to pay the principal of, and interest on, redemption premiums, paying agent fees and Trustee fees, if any, on the Bonds, as and when the same become due (the "Loan Agreement "); and WHEREAS, the Bond proceeds will be used to make a loan to the User to permit it to undertake the Development and pay certain other costs associated with the Development and the financing thereof, including (a) the payment or reimbursement of the costs of construction and equipping of the Development; (b) the funding of capitalized interest on the Bonds; (c) the funding of any required reserves for the Bonds; and (d) the payment of the costs associated with the issuance of the Bonds; and WHEREAS, the Development will constitute a qualified residential rental project pursuant to the requirements of the Internal Revenue Code of 1986, as amended; and WHEREAS, as further security for the Bonds, the Corporation will cause certain of its rights under the Loan Agreement to be assigned to the Trustee concurrently with the issuance of the Bonds; and WHEREAS, in connection with the offering and sale of the Bonds, the Corporation will enter into a contract (the "Bond Purchase Agreement ") by and among the Authority, and the bond purchaser to be designated by the Corporation or such other party permitted under the Act (the "Bond Purchaser "), pursuant to which the Bond Purchaser will offer to purchase the Bonds upon the terms and conditions set forth therein; and WHEREAS, in connection with the offering of the Bonds, it is anticipated that an official statement or placement memorandum (the "Placement Memorandum ") will be prepared containing certain information about, among other things, the User, the Corporation, the Authority, the Project and the Bonds; and WHEREAS, the Corporation desires to authorize and approve the Development, the issuance, execution and delivery of the Bonds, and, as applicable, the execution and delivery of the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Placement Memorandum and such other instruments and documents as shall be necessary or appropriate to effectuate the purposes of this Resolution. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Port Arthur Housing Opportunity Corporation, as follows: PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 I�1 ICJ Approval of Development and the Issuance of the Bonds. The Corporation hereby authorizes and approves the undertaking of the Development and the issuance of the Bonds pursuant to the requirements of the Act to finance all or a portion of the costs of the Development. The Bonds shall be issued and secured pursuant to the Indenture in an aggregate principal amount not to exceed $12,000,000. The Bonds shall bear interest at variable or fixed rates of interest and shall contain such other terms and conditions as set forth in the Indenture. Approval of the Indenture. The Corporation hereby authorizes and approves the execution and delivery of the Indenture by and between the Corporation and the Trustee, containing such terms and provisions as Bond Counsel and counsel to the Corporation and the Authorized Officer of the Corporation executing the Indenture shall approve, such approval to be conclusively evidenced by such officer's execution thereof Approval of the Loan Agreement. The Corporation hereby authorizes and approves the execution and delivery of the Loan Agreement, containing such terms and provisions as counsel to the Corporation and the Authorized Officer of the Corporation executing the Loan Agreement shall approve, such approval to be conclusively evidenced by such officer's execution thereof. Sale of the Bonds: Approval of the Bond Purchase Agreement. The Corporation hereby authorizes and approves the sale of the Bonds to a Bond Purchaser to be selected by the Corporation. The Bonds shall be sold to the Bond Purchaser at such rates and on such terms and conditions as are set forth in the Bond Purchase Agreement and/or a term sheet (the "Term Sheet ") relating to the Bonds: The Corporation hereby authorizes and approves the execution of the Bond Purchase Agreement and /or Terms Sheet containing such terms and provisions as Bond Counsel and counsel to the Corporation and the Authorized Officer of the Corporation executing the same shall approve, such approval to be conclusively evidenced by such officer's execution thereof. Execution of Placement Memorandum. To the extent required, the Corporation hereby authorizes and approves the distribution and execution of a Placement Memorandum in such form as counsel to the Corporation, counsel to Bond Purchaser and the officer of the Corporation executing the same shall approve. Direction to Authorized Officers. For purposes of this Resolution, any officer of the Corporation so designated by the Board of the Corporation shall be deemed to be an "Authorized Officer ". The Board hereby authorizes and directs the Authorized Officer to, as applicable, execute and deliver the Bonds, the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Placement Memorandum, and, subject to the approval thereof by counsel to the Corporation and the Authorized Officer executing the same, to execute and deliver any other document, agreement, instrument or certificate required to be executed by the Corporation in connection with the issuance of the Bonds, and such execution and delivery shall be conclusive evidence of the approval thereof by the Board. The Board hereby authorizes and directs the Secretary of the Corporation to affix and attest the seal of the Corporation to any document as required, and to attest the signature of any Authorized Officer where required. Further Action. The Authorized Officer is hereby authorized and directed to take such actions and execute such other documents, certificates or filings as may be necessary or appropriate to effectuate the matters contemplated hereby, to implement and complete the Development, to issue and sell the Bonds, or to otherwise effectuate the purposes of this Resolution. Prior Actions. All actions heretofore taken and all documents and instruments heretofore executed by or on behalf of the Corporation in connection with the Development and the Bonds are hereby ratified and approved. PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 u' •LI Limitation of Liability. The issuance and sale of the Bonds shall not be construed so as to give rise to any pecuniary liability of the Corporation or any of its board members, officers, or employees, or to give rise to a charge upon the general credit of the Corporation, or its board members, officers or employees, including without limitation in respect of general liability for repayment of the Bonds; any pecuniary liability hereunder of the Corporation and the Authority shall be limited exclusively to the extent provided for in the Indenture and Loan Agreement. The Bonds shall specifically provide that the neither the State of Texas, the Authority, nor any political issuer, subdivision, or agency of the State of Texas shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the State of Texas, the Authority or any political issue, subdivision or agency thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Effective Date of Resolution. This Resolution eet i ediately. / v e CHAIR ATTEST: SECRETARY PORT ARTHUR HOUSING OPPORTUNITY CORPORATION 920 DeQueen Blvd., P. 0. Box 2295 • Port Arthur, TX 77643 Phone: (409) 982 -6442 • FAX (409) 983 -7803 LPL (�1 Ir 1 milli II'1 ews CC aYI(T,.0 CCMVat`, if f AFFIDAVIT OF PUBLICATION The State of Texas, County of Jefferson, City of Port Arthur Tara Ford, being duly sworn deposes and says: That she is a resident citizen of Jefferson County, Texas and that she is of lawful age; that she is the Classified Representative of the PORT ARTHUR NEWS, a division of Newspaper Holdings, Inc., same being a newspaper published and having a general circulation in the City of Port Arthur, Jefferson County, Texas; that said newspaper has been continuously and regularly published for a period of more than one year in Jefferson County, Texas, and that the advertising of Port Arthur Housing Authority. Ad #145948 was published in said newspaper in the issue(s) of August 9` 2013, which was /were the regular publication day(s) of said issue(s); and that said issue(s) was /were actually published, circulated and distributed. 1 A SUBSCRIBED AND sworn to before me, this the 28` day of August A.D. 2013, I Notary Pu a •a in and for Jeffex on County, Texas JEREE POWEL ,:" Notary Public, State o f texas )"y:' . My Commission Expires '`;, ;'• ApH 25, 2014 I um it 'Et ews AFFIDAVIT OF PUBLICATION The State of Texas, County of Jefferson, City of Port Arthur Tara Ford, being duly sworn deposes and says: That she is a resident citizen of Jefferson County, Texas and that she is of lawful age; that she is the Classified Representative of the PORT ARTHUR NEWS, a division of Newspaper Holdings, Inc., same being a newspaper published and having a general circulation in the City of Port Arthur, Jefferson County, Texas; that said newspaper has been continuously and regularly published for a period of more than one year in Jefferson County, Texas, and that the advertising of Port Arthur Housing Authority. Ad #145949 was published in said newspaper in the issue(s) of August 9 2013, which was /were the regular publication day(s) of said issue(s); and that said issue(s) was /were actually published, circulated and distributed. SUBSCRIBED AND sworn to before me, this the 28t day of August A.D. 2013. a,, Notary Publi n and for Jefferson County, Texas JEREE POW EI L ;;. Nolary Public, State of 1exae My Commission Expires o444:i;'''' April 25, 2014 1 Friday, Auqust 9. 2013 Part Arthur News /Orange Leader CLASSIFIEDS /B7 �� '�" Classifieds 'E L R 409-72.1 -2.440 14 Classified day run° ideaym /n/mum`337.40and tun 3 30 day run 14 day minimu D1325.40 22 4 Public Notices Public Nolices Public Notices Public Notices Public Notices A outcEUpurs Pubdc Notices Special Notices Genets �MMwr ...� : - .w�w�- � � ONOOMR 0I .Mt. Re@M00004M01 Fund.An0 Aral Nal.arei Hs Adz 012/112&132 Ell. Ya,a tea. PA. NORM a Prop.. A0IIM144.• 10.Voa Floudpleln Happy De,PII48 T.NnlnllMyllpO CW ACOI 00. Medhd,l , E10 1 00.40 . ....01.. N.. b ... �rMNna rMl AAN M Y Z 1.10I AM 'THE yi TMN omeryL P.e5r. *40 nM. Our.. M, P44 0 0 i.a ` I* .Inl.eeN To Efate d AM. A IIn. O ,, 1 0140 a w G . tem. MIRACULOUS L.... 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