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HomeMy WebLinkAboutRes 2022-10-1279 Anna PFC Intent to Issue Bonds for Senior Apartments DevelopmentRESOLUTION 04 " iv " 101nq A RESOLUTION OF THE ANNA PUBLIC FACILITY CORPORATION DECLARING THE INTENT TO ISSUE MULTIFAMILY MORTGAGE REVENUE BONDS OR NOTES WITH RESPECT TO THE RESERVE AT ANNA SENIOR APARTMENTS MULTIFAMILY RENTAL DEVELOPMENT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $32,000,0000, AUTHORIZING THE FILING OF AN APPLICATION FOR ALLOCATION OF PRIVATE ACTIVITY BONDS WITH THE TEXAS BOND REVIEW BOARD; AND AUTHORIZING OTHER ACTION RELATED THERETO WHEREAS, the Anna Public Facility Corporation (the "Corporation") has been created and organized under the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended, (Act), for the purpose of assisting the City of Anna, Texas (the "City") in financing, refinancing, owning or providing public facilities. WHEREAS, the Issuer and/or an entity legally acting for and on behalf of the Corporation (either or both) is or are authorized to provide for the acquisition and construction of multifamily housing projects, and to provide for the issuance of revenue bonds for this purpose. WHEREAS, Anna Reserve TC I, LP, is a to -be -formed limited partnership organized under the laws of the State of Texas. WHEREAS, the term "Borrower" shall mean Anna Reserve TC I, LP and/or one of its subsidiary, affiliate or related corporations or entities. WHEREAS, the Borrower has advised the Issuer that it is considering proceeding with the acquisition, construction and/or improvement of amulti-family project described in Exhibit A (the "Project") within the City of Anna, Texas and within the jurisdiction of the Issuer. WHEREAS, the Borrower has advised the Issuer that a contributing factor which would further induce the Borrower to proceed with providing for the acquisition, construction and/or improvement of the Project would be a commitment and agreement by the Issuer to consider issuing bonds. WHEREAS, the Borrower has proposed to the Issuer that the Borrower will be further induced to proceed with providing for the acquisition, construction and/or improvement of the Project if the Issuer will make such commitment and agreement and adopt this Resolution. WHEREAS, all or a portion of the expenditures relating to the Project (Expenditures) have been paid within 60 days prior to the passage of this Resolution or will be paid on or after the passage of this Resolution. WHEREAS, the Issuer reasonably expects (based upon information supplied by the Bot7ower, upon which it is reasonable and prudent for the Issuer to rely) to reimburse the Borrower or persons acting on its behalf for the Expendihu•es with the proceeds of the Bonds. WHEREAS, the Issuer declares that this Resolution shall, in accordance with its provisions, constitute the agreement of the Issuer to issue the Bonds in such aggregate principal amount, now estimated not to exceed $32,000,000, as is actually required to finance and pay for the acquisition, construction and/or improvement of the Project. WHEREAS, the Issuer finds, considers, and declares that the issuance of the Bonds in the amount identified above and for the purpose identified above will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution constitutes, (i) an inducement to the Borrower to proceed with providing for the acquisition, construction and/or improvement of the Project, (ii) the taking of affirmative ofhcial action by the Issuer, acting by and through its Board of Directors, towards the issuance of the Bonds, and that such action is similar to the adoption of a bond resolution/within the meaning of Section 1.103-8(a)(5) of the Federal Treasury ,;y Regulations and (iii) the declaration of the intention of the Issuer, in accordance with the provisions of Section 1.150-2 of the Federal Treasury Regulations, to reimburse the Expenditures for the Project at such time as the Bonds are issued; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA PUBLIC FACILITY CORPORATION THAT: Section 1. The Issuer agrees as follows: (a) To consider adopting a bond resolution or bond resolutions prepared by its Bond Counsel, McCall, Parkhurst &Horton L.L.P., Dallas, Texas, when requested by the Borrower, authorizing the issuance of Bonds pursuant to the Act, and to issue the Bonds, subject to the requirements of the Act and the Corporation's bylaws, the execution of the appropriate agreements or contracts described in (b), below, and the sale of the Bonds under terms and conditions satisfactory to the Issuer and the Borrower, to finance and pay for the acquisition, construction and/or improvement of the Project, including amounts sufficient to pay the fees, expenses, and costs in connection with such issuance, including an amount adequate to reimburse the Issuer for its administrative and overhead expenses and costs with respect to the Bonds and the Project, with the Bonds to be payable from payments by the Borrower to the Issuer and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agents' and trustee's fees on, the Bonds, as and when the same shall become due and payable. (b) Prior to the issuance of the Bonds, when requested by the Borrower, to enter into such loan agreement, installment sale agreement, lease, and/or any other appropriate contracts or agreements between the Issuer and the Borrower as are mutually acceptable in all respects to the Issuer and the Borrower, under which the Borrower will be obligated to make payments to the Issuer and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agents' and trustee's fees on, the Bonds, as and when the same shall become due and payable, and with such payments also to be sufficient to defray the Issuer's administrative, overhead, and other expenses and costs with respect to the Bonds and the Project. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements mutually agreeable to the parties in all respects, when requested by the BorYower as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds and to obtain an allocation of state volume cap for the Bonds. Section 2. Subject to the provisions of Section 3 of this Resolution, by the acceptance of this Resolution and proceeding with the Project, the Borrower agrees that it will (i) fully indemnify and hold the Issuer harmless from any and all damages, losses, and reasonable expenses, including attorneys' fees, arising at any time from or with respect to the Bonds or the Project (except those resulting fiorn gross negligence or willful misconduct of the Issuer), and (H) pay or reimburse the Issuer for all reasonable and necessary out-of-pocket expenses, including attorneys' fees and expenses and the fees aII d expenses of other consultants, which the Issuer may incur at the request of the Borrower arising from the performance or attempted performance by the Issuer of its obligations hereunder. Section 3. Nothing contained in this Resolution shall be interpreted as to bind the Issuer to issue any bonds. The Issuer shall have the authority, without cause, not to issue bonds. Section 4. Subject to the provisions of Section 3 of this Resolution, the adoption of this Resolution constitutes the acceptance of the Boi7•ower's proposal that it be further induced to proceed with providing for the acquisition, construction and/or improvement of the Project, and this proposal and acceptance shall constitute an agreement between the Issuer and the Borrower in accordance with the provisions of this Resolution. Section 5. The Issuer reasonably expects (based upon information supplied by the Borrower, upon which it is reasonable and prudent for the Issuer to rely) to reimburse the Expenditures with the proceeds of the Bonds. II, President ADOPTED: October 11 , 2022 ATTEST: '�✓�..' DESCRIPTION OF PROJECT The Reserve at Anna Senior Apartments will consist of approximately 206-unit of multifamily residential housing project proposed to be located near the southwest corner of highway 121 and County Road 526 in Anna, Collin County, TX.