Item 1. Resolution concerning issuance of Bonds to finance a market rate and affordable moderate and low-income housing project for Parkside Apartments, LTD. ORDER N0. 23061 APPROVAL OF ADOPTION OF RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A MARKET RATE AND AFFORDABLE MODERATE AND LOW-INCOME HOUSING PROJECT FOR PARKSIDE APARTMENTS, LTD. On this the 21st day of December 1995, upon motion made by Commissioner Holekamp, seconded by Commissioner Lackey, the Court unanimously approved by a vote of 8-0-0, to adopt the resolution concerning issuance of bonds to finance a market rate and affordable moderate and low-income housing project for Parkside Apartments, Ltd. RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A MARKET RATE AND AFFORDABLE MODERATE AND LOW-INCOME HOUSING PROJECT FOR PARKSIDE APARTMENTS, LTD WHEREAS, the Kerr County Housing Financing Corporation (the "Issuer") is empowered to issue bonds to finance the costs of projects, including the acquisition of land, the construction or acquisition of buildings, equipment, facilities and improvements (one or more) for the purpose of assisting persons of low and moderate income to acquire and own decent, PAGE 265 safe, sanitary, and affordable housing, purchant to the Texas Housing Finance Corporation Act of 1979, as amended (V.T.C.A. Local Government Code, 394.001 et. seq., and herein called the "Act"); and and affordable housing, pursuant to the Texas Corporation Ret of 1979, as amended (V. T. C, A. Code, 394.001 et. seq.. and herein called the WHEREAS, the issuance of bonds pursuant to the Act is a lawful and valid public purpose and will help promote and develop the public purposes of the Act; and WHEREAS, Parkside Apartments, Ltd., a to be formed Texas Liwited Partnership (the "User"), by filing a written application with the Issuer (the "Application"), has requested that Issuer finance a multifamily housing project to assist persons of low and moderate income to acquire decent, safe, sanitar^y, and affor^dable housing to be known as Parkside Rpartments containing 144 to 160 living units, to be located at the intersection of La Casa and Park Lane (the "Project"), within the boundaries of the Issuer, and, further, that the Issuer adopt this Resolution with respect to the acquisition, construction, and installation of the Project; and WHEREAS, the User- has advised the factor which would further induce providing for the acquisition and would be the Issuer's adoption of its indication of interest in the multi-family revenue bonds ("priv Issuer that cantr^ibuting the User to proceed with construction of the Project this Resolution indicating issuance of private activity ste activity"); and WHEREAS, in view of rising construction costs and the necessity of compliance with administrative regulations, it is considered essential that construction of the Project be completed at the earliest practicable date but, at the same time, the User wishes to begin construction of the Project after satisfactory assurances from the Issuer that the proceeds of the sale of the Bonds, or other obligations, of the Issuer in an amount necessary to pay the casts of the Project, will be made available to finance the Project; and WHEREAS, the Issuer finds, intends and declares that this Resolution shall constitute its official binding commitment, subject to the terms hereof, to issue Bonds, or other obligations pursuant to the Act in an amount prescribed by the User not contemplated not to exceed 16,000,000 to expend the proceeds thereof to acquire, construct, equip and install the Groject and to pay all expenses and costs of the Issuer in connection with the issuance of the Bonds; and WHEREAS, the Issuer finds, considers, and declares that the issuance and sale of the Bonds in the amount and for the purpose hereinabove set forth will be appropriate and consistent with the objectives of the Rct, and that the adoption of this Resolution is and constitutes and is intended ~, as (i) an inducement to the User to proceed with providing for the acquisition and construction of the Rroject, and (ii) the taking of affirmative official action by the Issuer towards the issuance of the Bands within the meaning of Section PAGE 266 1.103-8 (a>(5) of the Federal Treasury Regulations and (iii) the official declaration of the intention of the Issuer in accordance with the provisions of Section 1.150.2 of the Federal Treasury Regulations to reimburse expenditures for the Project at such time or times as the Bonds are issued; and WHEREAS, the Issuer also finds it necessary to adopt this Resolution to authorize the filing of an application with the Texas Bond Review Board in order to receive a portion of the State of Texas' volume cap allocation for "private activity bonds. " THEREFORE, BE IT RE50LVED BY THE BORRD OF DIRECTORS OF THE KERR COUNTY HOUSING FINANCE CORPORATION, THATs Section 1. Subject to the terms hereof, the Issuer agrees to: (a) Issue the Bonds, and if the User and the Issuer agree, other evidences of indebtedness providing temporary financing of the Project, which may be issued after the date hereof and may be refunded by the Bonds pur^suant to the Act, or any other Texas legislation heretofore or hereafter enacted which may provide a suitable method of financing in addition to or in substitution far the Rct. (b) Cooperate with the User with respect to the issuance of the Bonds, and, if arrangements satisfactory to the User and the Issuer can be made, the Issuer will take such action and authorize the execution of such documents and will make such further action as may be necessary or• advisable for the authorization, execution, and delivery of any contracts or agreements decreed necessary or desirable by the User or the Issuer in connection with the issuance of the Bonds (collectively, the "Contracts">, providing among other things for payment of the principal of, interest on, redemption premiums, paying agents' charges, and Trustee's fees, if any, on the Bands; payment of fees and charges of the Issuer; acquisition, construction, and improvement of the project; and use, operation, and maintenance of the Groject (and the execution of any appropriate and necessary guaranty agreements), all as shall be authorized, required, or permitted by law and as shall be mutually satisfactory to the Issuer and the User. (c> If the pr^oceeds from the sale of the Bonds are insufficient, take such actions and execute such documents as may be necessary to per^m it the issuance from time to time in the future of additional bonds on agreed terms which shall be set for^th therein, whether^ on a parity with other series of bonds or otherwise, for the purpose of paying the costs of completing the acquisition, construction, and installation of the Groject, as requested by the User and within then ~ applicable limitations. (d) Take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or as it may deem appropriate in pur^suance thereof. RAGE 267 (e) Cause its authorized officer^s to prepare or• cause to be ~ r e aced an a lication for^ a p^ P pp portion of the State of Texas allocation far private activity bonds, (the "Volume Cap Application"). The Volume Cap Application, when executed by the proper officer(s) of the Issuer, shall be filed with the Texas Bond Review Boar^d and this r^esolution shall be sufficient authority for such application to be filed. The application fee which is required to be filed with the Volume Cap Rpplication must be provided by the User. Section 2. It is understood by the Issuer and the User has r^e presented to the Issuer, that in consideration of the Resolution of the Issuer and by filing the Rpplication, and subject to the terms and conditions hereof, the User has agreed that: (a) Prior to or contemporaneously with the sale of the Bonds in one or more series or- issues from time to time as the Issuer and the User shall hereafter agree to in writing, the User will enter into the contracts with the Issuer under the terms of which the User will obligate itself to pay to the Issuer (or to a Trustee, as the case may be) sums sufficient in the aggregate to pay the principal of, interest on, redemption premiums, paying agents' fee, and the Trustee's fees, if any, on the Hands, as and when the same become due and payable, with such contr^acts to contain the ~, provisions described in Section 1 hereof and such other provisions as may 6e required or• permitted by law and to be mutually acceptable to the Issuer and the User. (b) The User will (1) pay all Project costs which ar^e not or cannot be paid or reimbursed fr^om the proceeds of the Honds issued to provide funds to finance the Project; and (2) at all times, indemnify and bold harmless the Issuer against all losses, costs, damages, expenses, and liabilities of whatever natur^e (including, but not limited to, attorneys+ fee, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgements) directly or indirectly resulting from, ar^ising out of or^ r^elated to the Application, this Resolution, the Project, or^ the issuance, offering, sale, or delivery of the Bonds or other- evidence of indebtedness issued to provide funds to finance the Project, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project. Section 3. It is recognized and agreed by the Issuer^ that the User may exercise its r^ights and perform its obligations with respect to the financing of the Project either through any legal successor thereto, r^espectively, subject to approval of the Issuer's bond counsel and, provided that suitable guaranties necessary or convenient for the marketability of Ponds shall be furnished, if required by the Issuer, and all references to the User shall be deemed to include the User acting directly through itself or any such approved entities. PAGE 268 Section 4. The adoption of this Resolution, as requested ~~ in the Application, shall be deemed to constitute the acceptance of the User+s proposal that it be further induced to proceed with providing the Project, the Application and this Resolution shall constitute an agreement between the Issuer and the User- effective on the date this Resolution is adopted, and this Resolution is affirmative of official action taken by the Issuer towards the issuance of the Bonds. Section 5. It is the intent of the Issuer in adopting this Resolution to consider only the issuance of private activity bonds. It is not the intent of the Issuer at this time to authorize the issuance of bonds. If bonds are to be issued, the Issuer will consider such issuance, if any, in a separate r-esolution, although there is no representation by the Issuer at this time that it will consider the adoption or adopt such a resolution. PRSSED AND APPROVED this 21st day of December, 1995. /s/ Robert R. Denson President, Ker-r County Housing Finance Cor^poration RTTEST: /S/ Br-uce Oehler, Secretary, Kerr County Housing Finance Corporation ~1 (SEAL) COMMISSIONERS COURT ADJOURNED AT 1~Ds32 A. M.