THADC THA Affordable Housing Development Corp. Board of Directors Meeting October 16, 2013
Meeting Agenda Tampa Housing Authority Development Corp. October 16, 2012 I. CALL TO ORDER II. MINUTES FROM THE PREVIOUS MEETING January 16, 2013 III. NEW BUSINESS Presentation of Resolution No s: Resolution No. 2013-0010-THADC A RESOLUTION TO AUTHORIZE THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE CERTIFICATE OF LIMITED LIABILITY COMPANY DOCUMENTS ON BEHALF OF THA TEMPO, LLC. Resolution No. 2013-0011-THADC A RESOLUTION TO APPROVE TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. ENTERING INTO AND EXECUTING DOCUMENTS IN CONNECTION WITH THE MIXED FINANCE CLOSING OF THE TEMPO AT ENCORE, LP. Resolution No. 2013-0012-THADC A RESOLUTION AUTHORIZING THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE AND DELIVER THE TEMPO AT ENCORE PROJECT DOCUMENTS ON BEHALF OF THA TEMPO, LLC. IV. ADJOURNMENT
I. CALL TO ORDER Minutes of the Regular Meeting of the Board of Directors of the Tampa Housing Authority Development Corporation January 16, 2013 President Harvey called the first meeting of the Tampa Housing Authority Development Corporation Board of Directors to order at 11:06 am. Other Directors in attendance were Ben Wacksman, Rubin E. Padgett, James Cloar, Manny Alvarez, Billi Johnson-Griffin, and legal counsel, Ricardo Gilmore. II. APPROVAL OF MINUTES A motion to approve the Minutes from the November 14, 2012 Board Meeting was made by Director Wacksman and seconded by Director Alvarez: Director Wacksman Director Padgett Director Cloar Director Alvarez Director Harvey Director Johnson-Griffin Yes Yes Yes Yes Yes Yes III. NEW BUSINESS Annual meeting to approve the election of Officers for President and Vice President. President Harvey passed the meeting over to Attorney Gilmore to conduct the election. Attorney Gilmore opened the floor for President of the Board. Motion to re-elect the present President Hazel Harvey for the position of President of the Board was made by Director Alvarez and seconded by Director Johnson-Griffin. Attorney Gilmore asked if there were any more nominations and there were none. President Harvey is re-elected as President. Floor was opened by Attorney Gilmore for the Vice-President election. Motion to re-elect the present Vice President Robert Shimberg for the position of Vice President of the Board was made by Director Wacksman and seconded by Director Alvarez. Attorney Gilmore asked if there were any more nominations and there were none. Vice President Shimberg is re-elected as Vice President. III. ADJOURNMENT There being no further business to come before this Board, a motion to adjourn was made by Director Alvarez and seconded by Director Johnson-Griffin, Dr. Harvey adjourned the meeting at 11:07 am. Approved this Day of Hazel Harvey, President Jerome D. Ryans, Secretary
Resolution 2013-0010-THADC
TAMPA HOUSING AUTHORITY DEVELOPMENT CORPRATION RESOLUTION SUMMARY SHEET 1. Describe the action requested of the Board of Directors Re.: Resolution Number: 2013-0010-THADC The Board of Directors is requested to approve the above-referenced resolution in order to: AUTHORIZING THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE CERTIFICATE OF LIMITED LIABILITY COMPANY DOCUMENTS ON BEHALF OF THA TEMPO, LLC. 2. Who is making request: A. Entity: TAMPA HOUSING AUTHORITY DEVELOPMENT CORPORATION B. Project: TEMPO C. Originator: LEROY MOORE 3. Cost Estimate (if applicable): N/A Narrative: WHEREAS Tampa Housing Authority Development Corp. is preparing for the Mixed Finance Closing of the Tempo at Encore, a 203 unit multifamily building at Encore; and WHEREAS, the anticipated Closing necessitates the execution and delivery of certain documents including but not limited to the attached Certificate of Limited Liability Company which must be made by authorized individuals acting with authority from Tampa Housing Authority Development Corp. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Tampa Housing Authority Development Corp., authorizes it s Secretary to execute the Certificate of Limited Liability Company for THA Tempo, LLC, in substantial form to the attached and understanding that non-material changes may be made up to the date of Closing without Board approval. Attachments (if applicable): Certificate of Limited Liability
TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. RESOLUTION FY2013-0010-THADC AUTHORIZING THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE CERTIFICATE OF LIMITED LIABILITY COMPANY DOCUMENTS ON BEHALF OF THA TEMPO, LLC WHEREAS Tampa Housing Authority Development Corp. is preparing for the Mixed Finance Closing of the Tempo at Encore, a 203 unit multifamily building at Encore; and WHEREAS the anticipated Closing necessitates the execution and delivery of certain documents including but not limited to the attached Certificate of Limited Liability Company which must be made by authorized individuals acting with authority from Tampa Housing Authority Development Corp. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Tampa Housing Authority Development Corp., authorizes it s Secretary to execute the Certificate of Limited Liability Company for THA Tempo, LLC, in substantial form to the attached and understanding that nonmaterial changes may be made up to the date of Closing without Board approval. Adopted this 16 th day of October 2013. President Secretary
CERTIFICATE OF LIMITED LIABILITY COMPANY THA TEMPO, LLC The undersigned, being the sole and managing member of THA Tempo, LLC, a Florida limited liability company (the Company ), hereby certifies that: 1. The Company is a duly formed, validly existing limited liability company with a status of active under the laws of the State of Florida. 2. The Company is a general partner of The Tempo at Encore, LP, a Florida limited partnership (the Partnership ). 3. The Partnership is a duly formed, validly existing limited partnership with a status of active under the laws of the State of Florida. 4. On October 16, 2013, in accordance with the Company s Operating Rules, the following resolutions were adopted by the sole and managing member of the Company, Tampa Housing Authority Development Corp., a Florida not for profit corporation ( Tampa Housing ), and the same have not been revoked, cancelled, annulled or amended in any manner and are in full force and effect on the date hereof. RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the equity closing and with respect to the admission of an affiliate of BANC OF AMERICA COMMUNITY DEVELOPMENT CORPORATION, a North Carolina corporation as a Special Limited Partner, RBC TAX CREDIT EQUITY, LLC and RBC TAX CREDIT MANAGER II, INC., as Investor Limited Partners to the Partnership and each and every transaction effected or to be effected pursuant to, and in substantial accordance with the terms of the letter of intent dated August 30, 2013, and in substantial accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, and such other documents as contemplated thereby, including, but not limited to, the Development Agreement, the Right of First Refusal Agreement, the Memorandum of Right of First Refusal Agreement, the Post-Stabilization THA Guaranty Agreement, the Partnership Management Agreement, and all other Project investment closing documents specified in Investor Limited Partners closing checklist, as the same may be modified and supplemented by the Investor Limited Partners for the Project (the Checklist ) or otherwise requested by the Investor Limited Partners in connection with their investment in the Partnership, to be dated as of the closing date, (collectively, the Equity Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the HOUSING FINANCE AUTHORITY OF HILLSBOROUGH COUNTY, FLORIDA ( HFA ) MULTIFAMILY MORTGAGE REVENUE BONDS SERIES 2013A (THE TEMPO AT ENCORE) (the HFA Bonds ) bond closing are hereby in each and every respect approved, ratified, and confirmed, and
each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Multifamily Mortgage, Assignment of Rents and Security Agreement to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Supplemental Trust Indenture, the Financing Agreement and Bond Mortgage Note attached thereto, the Land Use Restriction Agreement, the Environmental Indemnity Agreement, the Financial Monitoring Agreement, the Absolute and Unconditional Guaranty of Completion, the Absolute and Unconditional Guaranty of Operating Deficits, the Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, the Compliance Monitoring Agreement, and the Construction Loan and Mortgage Servicing Agreement (collectively, the HFA Bond Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the FEDERAL HOME LOAN MORTGAGE CORPORATION ( Freddie Mac ) credit enhancement of the HFA Bonds closing are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Multifamily Mortgage, Assignment of Rents and Security Agreement to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Replacement Reserve Agreement, the Subordination Agreement (Authority Loan), the Subordination Agreement (Subordinate Bonds), the Reimbursement and Security Agreement, the Intercreditor Agreement, the Construction Phase Financing Agreement, the Guaranty, the Credit Enhancement Agreement, the Pledge, Security and Custody Agreement, and the Assignment of Housing Assistance Payments Contract (collectively, the Freddie Mac Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with BANK OF AMERICA, N.A. ( BOA ) issuing a Letter of Credit to facilitate the HFA Bonds financing, are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Letter of Credit, to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Construction Disbursement and Letter of Credit Reimbursement Agreement, the Construction Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, the Collateral Assignment of Agreement to Enter Into Housing Assistance Payments Contract, the Pledge Agreement, the Environmental Indemnification and Release Agreement, the Guaranty Agreement, the Subordination Agreement (LC/SBO), and the Subordination Agreement (LC/THA) (collectively, the BOA Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the HFA MULTIFAMILY MORTGAGE REVENUE BONDS SERIES 2013B (THE TEMPO AT ENCORE) subordinate bond closing are hereby in each and every respect approved, ratified, and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Subordinate Bond Mortgage, Assignment of Rents, Security Agreement and Fixture Filing to be dated as of the closing date, and such other documents as contemplated thereby, 2
including, but not limited to, the Subordinate Trust Indenture, the Subordinate Loan Agreement, the Subordinate Bond Promissory Note, the Subordinate Bond Completion Agreement, the Bond Indemnity Agreement (Borrower), the Bond Indemnity Agreement (Third Party Indemnity), the Subordinate Bond Payment Guaranty, the Subordination Agreement (SBO/THA), the Subordinate Assignment of AHAP Contract and the Subordinate Bond Security Agreement (collectively, the HFA Subordinate Bond Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the THA mortgage loan closing are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Authority Mortgage Loan Agreement, to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Mortgage Note (THA Land), the Mortgage Note (THA Equity), the Mortgage Note (THA RHF), the Mortgage Note (THA CN), the Authority Mortgage, and the Assignment of Leases (collectively, the THA Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the Limited Liability Company Operating Agreement of CPDG2, LLC, the Contract for Purchase and Sale of Real Property, to be assigned pursuant to the terms of the Assignment, the Special Warranty Deed, the Management Agreement, the Mixed-Finance Amendment to Consolidated Annual Contributions Contract, the Partial Release of Property from Declaration of Trust, the Declaration of Restrictive Covenants, the Regulatory and Operating Agreement, the Section 35(f) Election, and any rental term sheet, disposition plan or certification or other evidentiary document submitted to the U.S. Department of Housing and Urban Development, and as such documents may be amended so long as they are substantially the same, in connection with the Project (collectively, the Other Documents ), are hereby in each and every respect approved, ratified and confirmed; and it is further RESOLVED that the authorization of Tampa Housing on behalf of the Company to furnish to the Investor Limited Partners all due diligence materials specified in the Checklist or otherwise requested by the Investor Limited Partners in connection with their investment in the Partnership and to enter into the Equity Documents, the HFA Bond Documents, the Freddie Mac Loan Documents, the BOA Loan Documents, the HFA Subordinate Bond Documents, the THA Loan Documents, and the Other Documents, as applicable, and that execution and delivery in the name of the Company on its behalf, by any officer of Tampa Housing and on behalf of the Partnership as applicable, by any of their respective officers, of the due diligence materials specified in the Checklist or otherwise, the Equity Documents, the HFA Bond Documents, the Freddie Mac Loan Documents, the BOA Loan Documents, the HFA Subordinate Bond Documents, the THA Loan Documents, and the Other Documents, in the forms as so executed and delivered are hereby approved, ratified and confirmed; and it is further RESOLVED that action by any officer of Tampa Housing on behalf of the Company, and any person or persons designated and authorized so to act by any such officer of Tampa Housing on behalf of the Company to do and perform, or cause to be done and performed, in the name of and on behalf of the Company in its capacity as a general partner of the Partnership, or the execution and 3
delivery, or causing to be executed and delivered, such other security agreements, financing statements, notices, requests, demands, directions, consents, approvals, waivers, acceptances, appointments, applications, certificates, agreements, supplements, amendments, further assurances or other instruments or communications, in the name and on behalf of the Company, or otherwise, as Tampa Housing on behalf of the Company, may deem to be necessary or advisable in order to carry into effect the intent of the foregoing resolutions or to comply with the requirements of the instruments approved or authorized by the foregoing resolutions (including any past action) is hereby approved, ratified and confirmed; and it is further RESOLVED that the execution and delivery by any authorized Officer of Tampa Housing of any of the aforesaid agreements, documents and instruments authorized in the foregoing resolutions and the taking by any officer of Tampa Housing on behalf of the Company of any acts in any way related to the transactions contemplated by the foregoing resolutions, and such other agreements, documents and instruments shall be conclusive evidence of such officer s approval thereof and of such officer s authority to execute and deliver such agreements, documents and instruments and to take and perform such acts in the name and on behalf of the Company in its capacity as a general partner of the Partnership, and it is further RESOLVED that these resolutions shall continue in full force and effect and may be relied upon until receipt of written notice of any change therein. THA Tempo, LLC, a Florida limited liability company, By: Tampa Housing Authority Development Corp., a Florida not for profit corporation, its sole managing member By: Jerome D. Ryans, Secretary 4
STATE OF FLORIDA COUNTY OF HILLSBOROUGH Sworn to and subscribed before me this day of, 2013, by Jerome D. Ryans as Secretary of Tampa Housing Authority Development Corp., a Florida not for profit corporation, the sole managing member of THA Tempo, LLC, the general partner of The Tempo at Encore, LP, a Florida limited partnership, who is personally known to me or who has produced a driver s license as identification. Print or Stamp Name: Notary Public, State of Florida Commission No.: My Commission Expires: e:\tamphous\tempo\closing\sg\tha tempo llc resolution-10-01-13.doc 5
Resolution 2013-0011-THADC
TAMPA HOUSING AUTHORITY DEVELOPMENT CORPRATION RESOLUTION SUMMARY SHEET 1. Describe the action requested of the Board of Directors Re.: Resolution Number: 2013-0011-THADC The Board of Directors is requested to approve the above-referenced resolution in order to: AUTHORIZING THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE AND DELIVER THE TEMPO AT ENCORE PROJECT DOCUMENTS ON BEHALF OF THA TEMPO, LLC. 2. Who is making request: A. Entity: TAMPA HOUSING AUTHORITY DEVELOPMENT CORPORATION B. Project: TEMPO C. Originator: LEROY MOORE 3. Cost Estimate (if applicable): N/A Narrative: WHEREAS THA Tempo, LLC (the Company ) is a Florida limited liability company whose sole and managing member is Tampa Housing Authority Development Corp. ( Tampa Housing ). The Company has been named as a general partner in The Tempo at Encore, LP, a Florida limited partnership (the Partnership ); and WHEREAS, Tampa Housing is an instrumentality of the Housing Authority of the City of Tampa, Florida ( THA ); and WHEREAS, the Partnership is undertaking a project to develop 203 rental units on property known as The Tempo at Encore (the Project ), for which the Company will be named as a general partner; and WHEREAS, in connection with developing the Project, THA, in accordance with its procedures and through its Board of Commissioners, has recommended that Tampa Housing, on behalf of itself and on behalf of the Company, enter into various documents in connection with the Project including the Company becoming a general partner (the Project Documents ); and
WHEREAS, Tampa Housing desires to authorize its Secretary to execute the Project Documents; and WHEREAS, the Board of Directors of Tampa Housing desires to ratify any prior execution of the Project Documents by its Secretary. NOW, THEREFORE, BE IT RESOLVED that based on THA s recommendation that Tampa Housing, on behalf of itself and on behalf of the Company, enter into the Project Documents, the Secretary of Tampa Housing is hereby authorized to execute and deliver on behalf of Tampa Housing and on behalf of the Company, as applicable, the Project Documents and any and all documents necessary to effectuate the same, subject to review and approval by legal counsel. Attachments (if applicable): N/A
TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. RESOLUTION FY2013-0011-THADC AUTHORIZING THE SECRETARY OF TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. TO EXECUTE AND DELIVER THE TEMPO AT ENCORE PROJECT DOCUMENTS ON BEHALF OF THA TEMPO, LLC WHEREAS, THA Tempo, LLC (the Company ) is a Florida limited liability company, whose sole and managing member is Tampa Housing Authority Development Corp. ( Tampa Housing ). The Company has been named as a general partner in The Tempo at Encore, LP, a Florida limited partnership (the Partnership ); and WHEREAS, Tampa Housing is an instrumentality of the Housing Authority of the City of Tampa, Florida ( THA ); and WHEREAS, the Partnership is undertaking a project to develop 203 rental units on property known as The Tempo at Encore (the Project ), for which the Company will be named as a general partner; and WHEREAS, in connection with developing the Project, THA, in accordance with its procedures and through its Board of Commissioners, has recommended that Tampa Housing, on behalf of itself and on behalf of the Company, enter into various documents in connection with the Project including the Company becoming a general partner (the Project Documents ); and WHEREAS, Tampa Housing desires to authorize its Secretary to execute the Project Documents; and WHEREAS, the Board of Directors of Tampa Housing desires to ratify any prior execution of the Project Documents by its Secretary. NOW, THEREFORE, BE IT RESOLVED, that based on THA s recommendation that Tampa Housing, on behalf of itself and on behalf of the Company, enter into the Project Documents, the Secretary of Tampa Housing is hereby authorized to execute and deliver on behalf of Tampa Housing and on behalf of the Company, as applicable, the Project Documents and any and all documents necessary to effectuate the same, subject to review and approval by legal counsel. Adopted this 16 th day of October 2013. President Secretary
Resolution 2013-0012-THADC
TAMPA HOUSING AUTHORITY DEVELOPMENT CORPRATION RESOLUTION SUMMARY SHEET 1. Describe the action requested of the Board of Directors Re.: Resolution Number: 2013-0012-THADC The Board of Directors is requested to approve the above-referenced resolution in order to: TO APPROVE TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. ENTERING INTO AND EXECUTING DOCUMENTS IN CONNECTION WITH THE MIXED FINANCE CLOSING OF THE TEMPO AT ENCORE, LP. 2. Who is making request: A. Entity: TAMPA HOUSING AUTHORITY DEVELOPMENT CORPORATION B. Project: TEMPO C. Originator: LEROY MOORE 3. Cost Estimate (if applicable): N/A Narrative: WHEREAS Tampa Housing Authority Development Corp., a Florida not for profit corporation, is the sole general partner (the General Partner or the Corporation ) of the Tempo at Encore, LP, a Florida limited partnership (the Partnership ); and WHEREAS, the General Partner is an instrumentality of the Housing Authority of the City of Tampa, Florida ( THA ), and WHEREAS, the Partnership is undertaking a project to develop multifamily housing on certain property (the Project ); and WHEREAS, in connection with developing the Project, THA, in accordance with its procedures, has recommended and believes that it is in the best interests of the Partnership to proceed with certain financing for the Project and has authorized the Corporation to enter into such documents as are necessary to accomplish the same. NOW, THEREFORE, BE IT RESOLVED that based upon THA s determination that it is in the best interests of the Partnership to enter into the mixed financing closing for the Project, the
Board of Directors of the Corporation hereby authorizes and directs its Officers to take whatever action may be necessary to effectuate same, and without limited the generality of foregoing, adopts the following resolutions: Attachments (if applicable):
TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. RESOLUTION FY2013-0012-THADC TO APPROVE TAMPA HOUSING AUTHORITY DEVELOPMENT CORP. ENTERING INTO AND EXECUTING DOCUMENTS IN CONNECTION WITH THE MIXED FINANCE CLOSING OF THE TEMPO AT ENCORE, LP WHEREAS, Tampa Housing Authority Development Corp., a Florida not for profit corporation, is the sole general partner (the General Partner or the Corporation ) of The Tempo at Encore, LP, a Florida limited partnership (the Partnership ); and WHEREAS, the General Partner is an instrumentality of the Housing Authority of the City of Tampa, Florida ( THA ), and WHEREAS, the Partnership is undertaking a project to develop multifamily housing on certain property (the Project ); and WHEREAS, in connection with developing the Project, THA, in accordance with its procedures, has recommended and believes that it is in the best interests of the Partnership to proceed with certain financing for the Project and has authorized the Corporation to enter into such documents as are necessary to accomplish the same. NOW, THEREFORE, BE IT RESOLVED that based upon THA s determination that it is in the best interests of the Partnership to enter into the mixed financing closing for the Project, the Board of Directors of the Corporation hereby authorizes and directs its Officers to take whatever action may be necessary to effectuate same, and without limiting the generality of the foregoing, adopts the following resolutions: RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the equity closing and with respect to the admission of an affiliate of BANC OF AMERICA COMMUNITY DEVELOPMENT CORPORATION, a North Carolina corporation as a Special Limited Partner, RBC TAX CREDIT EQUITY, LLC and RBC TAX CREDIT MANAGER II, INC., as Investor Limited Partners to the Partnership and each and every transaction effected or to be effected pursuant to, and in substantial accordance with the terms of the letter of intent dated August 30, 2013, and in substantial accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, and such other documents as contemplated thereby, including, but not limited to, the Development Agreement, the Right of First Refusal Agreement, the Memorandum of Right of First Refusal Agreement, the Post- Stabilization THA Guaranty Agreement, the Partnership Management Agreement, and all other Project investment closing documents specified in Investor Limited Partners closing checklist, as the same may be modified and supplemented by the Investor Limited Partners for the Project (the Checklist ) or otherwise requested by the Investor Limited Partners in connection with their investment in the Partnership, to be dated as of the closing date, (collectively, the Equity
Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the HOUSING FINANCE AUTHORITY OF HILLSBOROUGH COUNTY, FLORIDA ( HFA ) MULTIFAMILY MORTGAGE REVENUE BONDS SERIES 2013A (THE TEMPO AT ENCORE) (the HFA Bonds ) bond closing are hereby in each and every respect approved, ratified, and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Multifamily Mortgage, Assignment of Rents and Security Agreement to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Supplemental Trust Indenture, the Financing Agreement and Bond Mortgage Note attached thereto, the Land Use Restriction Agreement, the Environmental Indemnity Agreement, the Financial Monitoring Agreement, the Absolute and Unconditional Guaranty of Completion, the Absolute and Unconditional Guaranty of Operating Deficits, the Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, the Compliance Monitoring Agreement, and the Construction Loan and Mortgage Servicing Agreement (collectively, the HFA Bond Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the FEDERAL HOME LOAN MORTGAGE CORPORATION ( Freddie Mac ) credit enhancement of the HFA Bonds closing are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Multifamily Mortgage, Assignment of Rents and Security Agreement to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Replacement Reserve Agreement, the Subordination Agreement (Authority Loan), the Subordination Agreement (Subordinate Bonds), the Reimbursement and Security Agreement, the Intercreditor Agreement, the Construction Phase Financing Agreement, the Guaranty, the Credit Enhancement Agreement, the Pledge, Security and Custody Agreement, and the Assignment of Housing Assistance Payments Contract (collectively, the Freddie Mac Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with BANK OF AMERICA, N.A. ( BOA ) issuing a Letter of Credit to facilitate the HFA Bonds financing, are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Letter of Credit, to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Construction Disbursement and Letter of Credit Reimbursement Agreement, the Construction Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, the Collateral Assignment of Agreement to Enter Into Housing Assistance Payments Contract, the Pledge Agreement, the Environmental Indemnification and Release Agreement, the Guaranty Agreement, the Subordination Agreement (LC/SBO), and the 2
Subordination Agreement (LC/THA) (collectively, the BOA Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the HFA MULTIFAMILY MORTGAGE REVENUE BONDS SERIES 2013B (THE TEMPO AT ENCORE) subordinate bond closing are hereby in each and every respect approved, ratified, and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Subordinate Bond Mortgage, Assignment of Rents, Security Agreement and Fixture Filing to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Subordinate Trust Indenture, the Subordinate Loan Agreement, the Subordinate Bond Promissory Note, the Subordinate Bond Completion Agreement, the Bond Indemnity Agreement (Borrower), the Bond Indemnity Agreement (Third Party Indemnity), the Subordinate Bond Payment Guaranty, the Subordination Agreement (SBO/THA), the Subordinate Assignment of AHAP Contract and the Subordinate Bond Security Agreement (collectively, the HFA Subordinate Bond Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the forms, terms and provisions of the documents as currently drafted and as may be amended so long as they are substantially the same, in connection with the THA mortgage loan closing are hereby in each and every respect approved, ratified and confirmed, and each and every transaction effected or to be effected pursuant to, and in substantial accordance with, the terms of the Authority Mortgage Loan Agreement, to be dated as of the closing date, and such other documents as contemplated thereby, including, but not limited to, the Mortgage Note (THA Land), the Mortgage Note (THA Equity), the Mortgage Note (THA RHF), the Mortgage Note (THA CN), the Authority Mortgage, and the Assignment of Leases (collectively, the THA Loan Documents ), are hereby in each and every respect authorized, approved, ratified and confirmed; and it is further RESOLVED that the Limited Liability Company Operating Agreement of CPDG2, LLC, the Contract for Purchase and Sale of Real Property, to be assigned pursuant to the terms of the Assignment, the Special Warranty Deed, the Management Agreement, the Mixed-Finance Amendment to Consolidated Annual Contributions Contract, the Partial Release of Property from Declaration of Trust, the Declaration of Restrictive Covenants, the Regulatory and Operating Agreement, the Section 35(f) Election, and any rental term sheet, disposition plan or certification or other evidentiary document submitted to the U.S. Department of Housing and Urban Development, and as such documents may be amended so long as they are substantially the same, in connection with the Project (collectively, the Other Documents ), are hereby in each and every respect approved, ratified and confirmed; and it is further RESOLVED that the authorization of the General Partner to furnish to the Investor Limited Partners all due diligence materials specified in the Checklist or otherwise requested by the Investor Limited Partners in connection with their investment in the Partnership and to enter into the Equity Documents, the HFA Bond Documents, the Freddie Mac Loan Documents, the BOA Loan Documents, the HFA Subordinate Bond Documents, the THA Loan Documents, and 3
the Other Documents, and that execution and delivery in the General Partner s name and on behalf of the Partnership, as applicable, and under its organizational seal, if required, by any of its Officers, of the due diligence materials specified in the Checklist or otherwise, the Equity Documents, the HFA Bond Documents, the Freddie Mac Loan Documents, the BOA Loan Documents, the HFA Subordinate Bond Documents, the THA Loan Documents, and the Other Documents, in the forms as so executed and delivered are hereby approved, ratified and confirmed; and it is further RESOLVED that action by the Officers of the General Partner, and any person or persons designated and authorized so to act by any such Officer of the General Partner, to do and perform, or cause to be done and performed, in the name and on behalf of the General Partner or the Partnership, as applicable, or the execution and delivery, or causing to be executed and delivered, such other security agreements, financing statements, notices, requests, demands, directions, consents, approvals, waivers, acceptances, appointments, applications, certificates, agreements, supplements, amendments, further assurances or other instruments or communications, under the organizational seal of the General Partner, if required, in the name of the General Partner and in the name and on behalf of the Partnership, or otherwise, as the General Partner may deem to be necessary or advisable in order to carry into effect the intent of the foregoing resolutions or to comply with the requirements of the instruments approved or authorized by the foregoing resolutions (including any past action) is hereby approved, ratified and confirmed; and it is further RESOLVED that the execution and delivery by any authorized Officer of the General Partner on its behalf and on behalf of the Partnership of any of the aforesaid agreements, documents and instruments authorized in the foregoing resolutions and the taking by any Officer of the General Partner of any acts in any way related to the transactions contemplated by the foregoing resolutions, and such other agreements, documents and instruments shall be conclusive evidence of such Officer s approval thereof and of such Officer s authority to execute and deliver such agreements, documents and instruments and to take and perform such acts in the name of the General Partner and in the name and on behalf of the Partnership, as applicable; and it is further RESOLVED that these resolutions shall continue in full force and effect and may be relied upon until receipt of written notice of any change therein. Adopted this 16 th day of October 2013. President Secretary 4