Austin Affordable Public Facility Corporation Meeting. Thursday, June 19, :00 noon at HACA Central Office 1124 S. IH-35 Austin, TX 78704

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1 Austin Affordable Public Facility Corporation Meeting Thursday, June 19, :00 noon at HACA Central Office 1124 S. IH-35 Austin, TX 78704

2 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS REGULAR BOARD MEETING CALL TO ORDER and ROLL CALL Tyra Duncan-Hall, Chairperson Isaac Robinson, Vice-Chairperson Edwina Carrington, 2 nd Vice-Chairperson Charles Bailey, Commissioner Carl S. Richie, Jr., Commissioner June 19, 2014 Regular Board Meeting

3 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS REGULAR BOARD MEETING AGENDA ITEM NO. 1 Presentation, Discussion, and Possible Action regarding the Approval of Board Minutes Summary for Board Meeting held on May 15, 2014 June 19, 2014 Regular Board Meeting

4 HOUSING AUTHORITY OF THE CITY OF AUSTIN (HACA), AUSTIN AFFORDABLE HOUSING CORPORATION (AAHC); AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION (AAPFC); AND SOUTHWEST HOUSING COMPLIANCE CORPORATION (SHCC) BOARD OF COMMISSIONERS REGULAR BOARD MEETINGS MAY 15, 2014 SUMMARY OF MINUTES The Housing Authority of the City of Austin (HACA), Austin Affordable Housing Corporation (AAHC); Austin Affordable Public Facility Corporation (AAPFC); and Southwest Housing Compliance Corporation (SHCC) Board of Commissioners Public Meeting Notices were posted for 12:00 noon for Thursday, MAY 15, 2014, to be held at HACA Central Office, located at 1124 S. IH 35 Austin, Texas. CALL TO ORDER, ROLL CALL, CERTIFICATION OF QUORUM The Board of Commissioners meetings of May 15, 2014, for the Housing Authority of the City of Austin; Austin Affordable Housing Corporation; Austin Affordable Public Facility Corporation; and Southwest Housing Compliance Corporation, were called to order by Chuck Bailey, Vice-Chairperson, HACA Board of Commissioners, at 12:08 p.m. They were held at 1124 S. IH 35 Austin, Texas. Roll call certified a quorum was present. Members Present: Charles Bailey, Vice Chairperson Edwina Carrington, Commissioner Isaac Robinson, Commissioner Member(s) Absent: Carl S. Richie, Jr., Chairperson Dr. Tyra Duncan-Hall, 2 nd Vice-Chairperson Staff Present: Michael Gerber, Sylvia Blanco, Thomas Cherian, Jimi Teasdale, Lisa Garcia, Ron Kowal, Pilar Sanchez, Judy Paciocco, Gloria Morgan, Heather Fox, Barbara Jackson, Suzanne Schwertner, and Nidia Hiroms. Also in attendance: Jack Nichols, Ewbank & Harris Bill Walter, Coats Rose CITIZENS COMMUNICATION None. CITYWIDE ADVISORY BOARD REPORT, presented by Alice Merida Citywide Advisory Board President The City Wide Advisory Board (CWAB) Meeting was called to order on May 13, 2014 at 10am at Meadowbrook Apartments. Minutes from the April CWAB meeting were read and accepted. Bill Alexander, CWAB Secretary, advised meeting attendees that Elephant Productions were present and filming. Releases were signed to obtain permission from those present. Barbara Jackson, ROSS Manager and YES Coordinator, reported that the Summer Youth lunch program will begin June 9th at nine sites. 13 applications for lunch monitors received and being processed by Capital Food Bank. Creative Action will provide summer camps for children at various sites. Santa Rita will a have full camp for the summer; other sites will have a two week camp. The ROSS subcommittee plans to meet in June prior to the next CWAB to replace the subcommittee meeting to be held in July. Michelle Akers, Workforce and Wellness Manager, reminded all of Mayfest, May 23rd. The theme is Fitness at Home, Reach for the Gold. All residents that are involved in an athletic activity can wear their uniforms, if appropriately dressed. May is also recognized as observance of Veterans. Mary Gonzales, HACA Resident Wellness Coordinator, stated 13 properties were represented at this month s meeting. Ms. Gonzales was recognized for her helpfulness with all resident councils. Pilar Sanchez, VP of Housing and Community Development, provided a detailed overview of the Admission and Continuined Occupancy Policies. Highlights changes - discussed flat rents, asset under $5000 rule, annual recertification. Multiple questions were generated and answered. Next ACOP public hearing will be at the June HACA Board of Commissioners meeting. Pilar shared the importance of being inspection ready for inspections that will occur at three senior properties in May and family properties in June. Michael Gerber, President and CEO, highlighted the construction of the Flores Education and Training Center at the Meadowbrook location. Michael Gerber, acknowledgement of being inspection ready and working hard to that goal. Discussed the strong possibility of a Smoke Free Housing option at some properties within the next two years. Mr. Gerber answered multiple questions of the residents. No reports were shared due to time constraints. Next CWAB will be on June 10th at 10 am-coronado Hills. Commissioner Carrington asked Ms. Merida what kind of reaction was received from the Smoke Free environment discussion. 1

5 Ms. Merida explained that some of their residents have been smoking for many years and feel that it would be hard for them to quit. Residents say that they are adults and should be able to smoke whereever they want. Ms. Merida suggested moving their smoking area to their courtyard, however, they were still unhappy. Commissioner Carrington asked if anyone supported. Ms. Merida responded that she does. Commissioner Bailey inquired as to the scope of work that Elephant Productions is doing. Ms. Merida explained that they were video taping Maleah Douglas, HACA resident, as part of a resident video project. Commissioner Bailey explained that Elephant Productions was one of his clients and wanted to make sure that there wasn t an ethics issue. He isn t representing them now, however, he has had them as a client. Mr. Gerber explained that HACA put out a request for proposal to do work on a video of different residents and their experiences at HACA. They will be talking about the Family Self Sufficiency program, the different properties, to highlight HACA programs and to ultimately be used to run in the front lobby. Sylvia Blanco explained that this is a small contract to provide content for the lobby and for general public awareness of the programs that we offer as a housing authority, outreach, and it will be an opportunity to market to potential funders. There is nothing that needs to be voted on and there would not be a violation of ethics involved. Commissioner Bailey asked about the HACA Ethics Policy. Mr. Gerber stated that it would be a good idea to get refreshed on the ethics policy and asked Jack Nichols, legal counsel with Ewbank and Harris, if they could prepare a short ethics and conflicts of interest presentation to share at the June 19 th Board Meeting. Commissioner Carrington asked if there was a policy manual for issues pertaining to the Board. Mr. Gerber responded that HACA has an internal policy manual and there is a section for items pertaining to the board. This manual will be reviewed as well and staff will report back at the June meeting as well. Commissioner Carrington would like to verify what is in the manual and identify items that the Board may need, if anything. A Public Hearing was opened at 12:20 p.m. to accept public comment on the proposed financing and proposed development of the Villages at Ben White, located at 7000 East Ben White Boulevard, Austin, Texas, and the Pointe at Ben White, located at 6934 East Ben White Boulevard, Austin, Texas. There was no Citizen Communication received. The Public Hearing was closed at 12:21 p.m. THE AUSTIN AFFORDABLE PUBLIC FINANCE CORPORATION Agenda items were presented out of order due to voting procedural purposes of the public facility corporation and the sponsor of the corporation. ACTION ITEMS ITEM 4: Presentation, Discussion, and Possible Action of Resolution No. 6: Authorizing the issuance, sale and delivery of multifamily housing revenue bonds (The Pointe At Ben White) series 2014; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such multifamily residential rental development; and containing other provisions relating to the subject Austin Affordable PFC, Inc. was created by the Housing Authority of the City of Austin pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended. Section of the Act requires that the governing body of the Sponsor approve by resolution any Issuer's bonds. Commissioner Carrington moved to approve Resolution No. 6: Authorizing the issuance, sale and delivery of multifamily housing revenue bonds (The Pointe At Ben White) series 2014; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such multifamily residential rental development; and containing other provisions relating to the subject. Commissioner Robinson seconded the motion. The motion passed. (3-Ayes and 0-Nays). ITEM 5: Presentation, Discussion, and Possible Action of Resolution No. 7: Authorizing the issuance, sale and delivery of senior housing revenue bonds (Villages at Ben White) series 2014A and taxable senior housing revenue bonds (Villages of Ben White) Series 2014B; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such multifamily residential rental development; and containing other provisions relating to the subject Austin Affordable PFC, Inc. was created by the Housing Authority of the City of Austin pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended. Section of the Act requires that the governing body of the Sponsor approve by resolution any Issuer's bonds. Commissioner Robinson moved to approve Resolution No. No. 7: Authorizing the issuance, sale and delivery of senior housing revenue bonds (Villages at Ben White) series 2014A and taxable senior housing revenue bonds (Villages of Ben White) Series 2014B; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such senior residential rental development; and containing other provisions relating to the subject. Commissioner Carrington seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). CONSENT AGENDA ITEM 1: Presentation, Discussion, and Possible Action regarding the Approval of Board Minutes Summary for Board Meeting held on November 7, 2012 This item was tabled until the June 2014 Board Meeting. 2

6 ACTION ITEMS ITEM 2: Presentation, Discussion, and Possible Action of Resolution No. 4: Election of Officers for Austin Affordable Public Facility Corporation (PFC) This item was tabled until the June 2014 Board Meeting. ITEM 3: Presentation, Discussion, and Possible Action of Resolution No. 5: Election of Officers of the Board of Directors to Austin Affordable Public Facility Corporation (PFC) This item was tabled until the June 2014 Board Meeting. REPORTS No other reporting. EXECUTIVE SESSION The Board of Commissioners did not recess into Executive Session. ADJOURNMENT The meeting of the AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION adjourned at 12:42 p.m. THE HOUSING AUTHORITY OF THE CITY OF AUSTIN Agenda items were presented out of order due to voting procedural purposes of the public facility corporation and the sponsor of the corporation. ACTION ITEMS ITEM 3: Presentation, Discussion, and Possible Action regarding Resolution No. 2362: Approving Resolution No. 6 of the Austin Affordable PFC, Inc., providing for the issuance of Austin Affordable PFC, Inc. Multifamily Housing Revenue Bonds (The Pointe at Ben White) Series 2014 Austin Affordable PFC, Inc. was created by the Housing Authority of the City of Austin pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended. Section of the Act requires that the governing body of the Sponsor approve by resolution any Issuer's bonds. Commissioner Robinson moved to approve Resolution No. 2362: Approving Resolution No. 6 of the Austin Affordable PFC, Inc., providing for the issuance of Austin Affordable PFC, Inc. Multifamily Housing Revenue Bonds (The Pointe at Ben White) Series 2014 Commissioner Carrington seconded the motion. The motion passed. (3-Ayes and 0-Nays). ITEM 4: Presentation, Discussion, and Possible Action regarding Resolution No. 2363: Approving Resolution No. 7 of the Austin Affordable PFC, Inc., providing for the issuance of its Multifamily Housing Revenue Bonds (Villages of Ben White) Series 2014A and its Taxable Multifamily Housing Bonds (Villages of Ben White) Series B Austin Affordable PFC, Inc. was created by the Housing Authority of the City of Austin pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended. Section of the Act requires that the governing body of the Sponsor approve by resolution any Issuer's bonds. Commissioner Carrington moved to approve Resolution No. 2363: Approving Resolution No. 7 of the Austin Affordable PFC, Inc., providing for the issuance of its Multifamily Housing Revenue Bonds (Villages of Ben White) Series 2014A and its Taxable Multifamily Housing Bonds (Villages of Ben White) Series B. Commissioner Robinson seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). CONSENT AGENDA ITEM 1A: Presentation, Discussion, and Possible Action regarding the Approval of the Board Minutes Summary for the Board Meeting held on April 17, 2014 Commissioner Carrington moved to approve the Board Minutes Summary for the Board Meeting held on April 17, 2014 as presented. Commissioner Robinson seconded the motion. The motion passed. (3-Ayes and 0-Nays). ITEM 1B: Presentation, Discussion, and Possible Action regarding Resolution No. 2360: Authorizing Execution, Recording and Delivery of Declaration of Trusts for all Public Housing Developments/AMPS Per PIH Notice , a Public Housing Authority (PHA) is to review its Declarations of Trust on an annual basis and to file accordingly with the county clerk s office. In order to be in compliance, the Housing Authority will ensure each Declaration of Trust conforms with the correct AMP numbers to incorporate all project numbers as identified by HUD as TX001. Commissioner Carrington moved to approve Resolution No authorizing the Execution, Recording and Delivery of Declarations of Trust for all Public Housing Developments/AMPS. Commissioner Robinson seconded the motion. The motion passed. (3-Ayes and 0-Nays). 3

7 ACTION ITEM ITEM 2: Presentation, Discussion, and Possible Action regarding Resolution No. 2361: Approving the submittal of the Section 8 Management Assessment Program (SEMAP) Certification to the U.S. Department of Housing and Urban Development (HUD) The Section 8 Management Assessment Program (SEMAP) became effective October 13, 1998 (24 CFR Part 985). This rule establishes SEMAP to objectively measure Public Housing Authorities' (PHAs) performance in fourteen (14) key performance areas and a Deconcentration Bonus indicator. The Board of Commissioners are required to approve the SEMAP certification, and PHAs are required to submit the certification electronically through PIC (Public and Indian Housing Information Center) within 60 calendar days after the fiscal year end. Commissioner Carrington moved to approve Resolution No to approve the submittal of the Section 8 Management Assessment Program (SEMAP) Certification to the U.S. Department of Housing and Urban Development (HUD) for the period from April 1, 2013 through March 31, Commissioner Robinson seconded the motion. The motion passed. (3- Ayes and 0-Nays). EXECUTIVE SESSION The Board of Commissioners did not recess into Executive Session. ADJOURNMENT The meeting of the HOUSING AUTHORITY OF THE CITY OF AUSTIN adjourned at 12:52 p.m. THE AUSTIN AFFORDABLE HOUSING CORPORATION Agenda items were presented out of order. ACTION ITEMS ITEM 2: Presentation, Discussion, and Possible Action regarding Resolution No. 69 by the Board of Directors of Austin Affordable Housing Corporation ( AAHC ) authorizing AAHC to execute any and all documents, or take any other action, that is necessary or desirable to: 1. Facilitate the development of The Pointe at Ben White, which consists of senior affordable housing units and associated amenities built upon land to be ground-leased from the Housing Authority of the City of Austin; 2. Cause AAHC s wholly owned, subsidiary limited liability company, Villages of Ben White GP, LLC (the General Partner ) to execute an amended and restated agreement of limited partnership of Villages of Ben White, LP (the Partnership ) and other related documents; 3. Cause AAHC to acquire the project site and adjoining property; 4. Cause the Partnership to enter into development financing for the Project; and 5. Cause AAHC and/or the General Partner and/or the Partnership to execute any such further documentation as necessary or desirable to allow the consummation of the transactions described herein. Commissioner Robinson moved to approve Resolution No. 69 by the Board of Directors of Austin Affordable Housing Corporation ( AAHC ) authorizing AAHC to execute any and all documents, or take any other action. Commissioner Carrington seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). ITEM 3: Presentation, Discussion, and Possible Action regarding Resolution No. 70 by the Board of Directors of Austin Affordable Housing Corporation ( AAHC ) authorizing AAHC to execute any and all documents, or take any other action, that is necessary or desirable to: 1. Facilitate the development of the Villages of Ben White, which consists of senior affordable housing units and associated amenities built upon land to be ground-leased from the Housing Authority of the City of Austin; 2. Cause AAHC s wholly owned, subsidiary limited liability company, Villages of Ben White GP, LLC (the General Partner ) to execute an amended and restated agreement of limited partnership of Villages of Ben White, LP (the Partnership ) and other related documents; 3. Cause AAHC to acquire the project site and adjoining property; 4. Cause the Partnership to enter into development financing for the Project; and 5. Cause AAHC and/or the General Partner and/or the Partnership to execute any such further documentation as necessary or desirable to allow the consummation of the transactions described herein. Commissioner Robinson moved to approve Resolution No. 70 by the Board of Directors of Austin Affordable Housing Corporation ( AAHC ) authorizing AAHC to execute any and all documents, or take any other action. Commissioner Carrington seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). CONSENT AGENDA ITEM 1: Presentation, Discussion, and Possible Action regarding the Approval of Board Minutes Summary for Board Meeting held on April 17,

8 Commissioner Robinson moved to approve the Consent Agenda for the Minutes Summary of the April 17, 2014, Board Meeting. Commissioner Carrington seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). EXECUTIVE SESSION The Board of Commissioners did not recess into Executive Session. ADJOURNMENT The meeting of the AUSTIN AFFORDABLE HOUSING CORPORATION adjourned at 12:57 p.m. THE SOUTHWEST HOUSING COMPLIANCE CORPORATION CONSENT AGENDA ITEM 1: Presentation, Discussion, and Possible Action regarding the Approval of Board Minutes Summary for Regular Board Meeting held on April 17, Commissioner Bailey moved to approve the Consent Agenda for the Minutes Summary of the April 17, 2014, Board Meeting. Commissioner Robinson seconded the motion. The motion passed. (3-Ayes, and 0-Nayes). REPORTS 1. President s Report, Mike Gerber, President /CEO Reported that SHCC Consulting continues to work with HUD and Congress to ensure that a competitive environment is maintained in reference to the proposed anti competitive language to be inserted into the Appropriations Bill for this fiscal year. The proposed language would give a preference to state housing finance agencies to enter into cooperative agreements and waive provisions of federal contract law. There have been some sole source procurements that would fit very well with what the SHCC Consulting scope of work has historically been, and areas that this group would like to move into. Mayfest will be held May 23 rd at the Conley-Guerrero Senior Center. Congressman Lloyd Doggett is scheduled to be in attendance. Energy Performance Contract has not been closed to date. There has been a change with some of the individuals that were previously involved. There is a slightly revised structure and work is currently delayed until the financing is in place. The Board will be briefed at the June Board Meeting during Executive Session. EXECUTIVE SESSION The Board of Commissioners did not recess into Executive Session. ADJOURNMENT The meeting of the SOUTHWEST HOUSING COMPLIANCE CORPORATION adjourned at 1:08 p.m. Charles Bailey, Vice-Chairperson Michael G. Gerber, Secretary 5

9 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS REGULAR BOARD MEETING AGENDA ITEM NO. 2 Presentation, Discussion, and Possible Action of Resolution No. 8: Approval of a loan from Texas Capital Bank in relation to the Energy Performance Contract and all related actions thereof June 19, 2014 Regular Board Meeting

10 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS AGENDA ITEM NO. 2 Resolution No. 8 MEETING DATE: June 19, 2014 STAFF CONTACT: Ron Kowal,VP of Housing Development and Asset Mgmt TITLE: Presentation, Discussion, and Possible Action of Resolution No. 8: Approval of a loan from Texas Capital Bank in relation to the Energy Performance Contract and all related actions thereof ACTION: Motion to Approve Resolution NO. 8 Approval of a loan from Texas Capital Bank in relation to the Energy Performance Contract and all related actions thereof BACKROUND: On January 16, 2014 the Housing Authority of the City of Austin s Board of Commissioners approved resolution 2346 approving a contract with All American Investment Group to provide financing for the Energy Performance Contract extension in an amount not to exceed $13,000, Based on the bid amounts from the various contractors the amount was reduced from $17,000, The terms presented under this contract called for a Non Section 30 loan with an interest rate at 2.75% with a staggered prepayment penalty from 0-2% with HACA not required to make any prepayments to the loan with a Rental Assistance Demonstration conversion. The anticipated closing date targeted the end of February. SUMMARY: All American Investment Group could not meet the terms of their original contract and AAIG, HACA and the Lender, Texas Capital Bank began new negotiations to obtain a new term sheet. Additionally, the lenders counsel stated that the Housing Authority was not able to borrow money from private sources based on Section 392 of the government code and required that the funds be borrowed through its Public Facility Corporation and transferred to the Housing Authority through a grant agreement. The delay in finalizing the loan has also caused some construction cost increases resulting in a need to raise the amount Item No. 2, Resolution No. 8, page 1

11 requested. The changes now require an approval not to exceed $13,700,000. Please note: At the time of putting together this board packet, HACA was still working on finalizing the loan agreement and grant agreement, the loan amount and amortization schedule. A summary of the terms of the new loan are as follows: The borrower is Austin Affordable Public Facility Corporation Loan amount not to exceed $13,700, Interest rate at 3.4% fixed for a term of 66 months.* No prepayment penalty Origination fee of ½% to be paid to Texas Capital Bank ($68,500.00) No payments required to the EPC note upon RAD conversion. *The amortization of the loan is subject to change to meet HUD requirements that at least 75% of the energy savings received per year is applied to the debt service. ATTACHMENTS: Resolution 8 Updated Preliminary Term Sheet Fiscal Impact: None Budgeted Expenditure Not Budgeted will result in expenditures indicated below:. Item No. 2, Resolution No. 8, page 2

12 STAFF ANALYSIS SUMMARY President & CEO: DEPARTMENT HEAD: FINANCE REVIEW Proposed action does not require a Finance Department review. Fiscal Impact was approved by. The listed attachments have the Finance Director s signature as noted and/ or require the budget action listed below: Financial Resolution for. By: Title: Item No. 2, Resolution No. 8, page 3

13 TEXAS CAPITAL BANK, NA PRELIMINARY TERM SHEET Austin Affordable Public Facilities Corporation (AAPFC) (BORROWER) has requested financing for energy improvements to 10 of its public housing properties. The following Term Sheet is presented for Discussion Purposes Only to facilitate further discussion of possible amounts and structure for the requested financing and related credit needs. This Term Sheet does not represent a commitment to advance funds, and no action should be taken by BORROWER in reliance upon this Term Sheet. BORROWER: LENDER: Austin Affordable Public Facilities Corporation (AAPFC) Texas Capital Bank, N.A. DATE: June 13, 2014 CREDIT FACILITY: A Term note not to exceed $13,700, PURPOSE:. REPAYMENT: INTEREST RATE: PREPAYMENT: ORIGINATION FEE: MATURITY: SECURITY: GUARANTORS: COVENANTS: To finance energy improvements to 10 public housing properties operated by The Housing Authority of the City of Austin. 66 monthly payments of principal plus interest in the amount to be fully amortized by maturity. A 66 month indicative fixed rate of 3.4%. Rate is indicative and subject to change until the time that the loan actually closes. None $65, or 50 bps of the total loan amount. 66 months The Housing Authority of the City of Austin will enter into a pledge agreement whereby it pledges to the bank its rights to receive any and all HUD funds for the project. None. Reporting requirements for The Housing Authority of the City of Austin including, but not limited to, the following: Annual, audited (unqualified) financial statements of within 120 days of fiscal year end. Quarterly company-prepared financial statements within 45 days of quarter end. Other covenants for The Housing Authority of the City of Austin, including but not limited to, the following: Standard affirmative covenants including maintenance of insurance, compliance with applicable laws and regulatory requirements, payment of taxes, and other. Financial covenants for The Housing Authority of the City of Austin including, but not limited to, the following: Minimum Debt Service Coverage Ratio of at least 1.00x, tested quarterly based on a rolling four-quarter basis. This Term Sheet is presented for discussion purposes only and does not represent a commitment to advance funds. June 13, 2014 CONFIDENTIAL Page 1 Item No. 2, Resolution No. 8, page 4

14 TEXAS CAPITAL BANK, NA PRELIMINARY TERM SHEET Liquidity Maintenance: The Housing Authority of the City of Austin must maintain a minimum of $5MM in Unrestricted Cash Reserves, tested quarterly. REPRESENTATIONS & WARRANTIES. CONDITIONS PRECEDENT: POST-CLOSING CONDITIONS: EVENTS OF DEFAULT: EXPENSES: Standard. The following are conditions precedent to closing: Any future commitment is subject to satisfactory due diligence by Lender. Any future commitment is subject to formal credit approval by Lender. Potential attorney s opinions regarding BORROWER and its legal authority to deliver and perform the obligations hereunder. Austin Affordable Public Facilities Corporation (AAPFC) (borrower) will enter into a grant agreement with The Housing Authority of the City of Austin (authority) whereby the borrower agrees to give the loan proceeds to the authority for the project and the authority agrees to give funds to the borrower to pay debt service on the loan. Opinions regarding Borrower, HACA and of Bond Counsel Other conditions as Lender may determine. To be determined Standard. Borrower will reimburse Lender for all expenses incurred, including Lender s legal expenses. This Term Sheet is not a commitment on behalf of Texas Capital Bank, N.A., nor is it inclusive of all the terms and conditions necessary to evidence a final agreement between the parties. The credit facility described in this Term Sheet is presented for Discussion Purposes Only. The subject credit facility has not been approved by Texas Capital Bank, N.A. * * * * * * * * * This Term Sheet is presented for discussion purposes only and does not represent a commitment to advance funds. June 13, 2014 CONFIDENTIAL Page 2 Item No. 2, Resolution No. 8, page 5

15 Austin Affordable PFC, Inc. RESOLUTION NO. 8 RESOLUTIONS BY AUSTIN AFFORDABLE PFC, INC. (THE CORPORATION ) APPROVING (i) THAT THE CORPORATION SHALL ENTER INTO: (A) A LOAN, IN RELATION TO AN ENERGY PERFORMANCE CONTRACT, TO THE CORPORATION (THE LOAN ) TEXAS CAPITAL BANK, N.A. (THE LENDER ), BASED ON THE SELF-DIRECTED ENERGY PERFORMANCE CONTRACT PROGRAM BY THE US DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ( HUD ), (B) A GRANT AGREEMENT WITH THE HOUSING AUTHORITY OF THE CITY OF AUSTIN (THE AUTHORITY ) FOR HUD FUNDS IN RELATION TO THE ENERGY PERFORMANCE CONTRACT, (ii) ANY CORRESPONDENCE OR DOCUMENTATION REQUIRED BY HUD, THE AUTHORITY, AND/OR BY THE LENDER FOR THE LOAN AND/OR THE ENERGY PERFORMANCE CONTRACT, AND (iv) APPROVING SUCH OTHER ACTIONS NECESSARY OR CONVENIENT TO CARRY OUT THIS RESOLUTION. WHEREAS, Austin Affordable PFC, Inc. (the Corporation ) is a Texas public facility corporation and instrumentality of The Housing Authority of the City of Austin (the Authority ); WHEREAS, the Authority has entered into a certain Phase 2 Self-Directed Energy Performance Contract (the EPC ) with the US Department of Housing and Urban Development ( HUD ), covering several apartment complexes under the Authority s control; WHEREAS, the Authority procured for an entity to provide financing or financial structuring for the EPC; WHEREAS, All American Investment Group, LLC was selected to serve as the financial advisor (the Financial Advisor ) and has overseen the structuring of the loan from Texas Capital Bank, N.A. (the Lender ); WHEREAS, the Authority and the Corporation desire to enter into a loan in relation to the EPC (the Loan ) in an amount up to $13,700,000 (the Loan ) from the Lender, in association with certain rights and interest in the EPC; WHEREAS, in order for the Corporation to enter into the Loan, the Corporation desires to enter into a Loan Agreement, a Promissory Note, and various instruments, assignments, agreements, certifications, affidavits, settlement statements, consents, and/or other documentation in connection with the Loan as may be required by the Lender (collectively, the Loan Documents ); {HD } 1 Item No. 2, Resolution No. 8, page 6

16 WHEREAS, the Corporation shall enter into a certain grant agreement (the Grant Agreement ) with the Authority whereby the Corporation shall agree to grant the Loan s proceeds to the Authority and the Authority shall agree to grant the related funds to the Corporation; WHEREAS, the Authority shall enter into a certain pledge agreement (the Pledge Agreement ) whereby the Authority shall pledge to the Lender its rights to receive any HUD funds in relation to the EPC; WHEREAS, the Authority shall enter into a certain professional services agreement (the Professional Services Agreement ) to evidence the responsibilities of the Financial Advisor NOW, THEREFORE, in connection with the transactions contemplated by these resolutions, the Board of Directors of the Corporation hereby adopt the following resolutions at a duly-called meeting of the Corporation, BE IT: further RESOLVED, that the Corporation shall enter into the Loan and the Grant Agreement; and it is RESOLVED, that the Corporation, in connection with the Loan, shall enter into the Loan Documents and the Grant Agreement (collectively, the Closing Documents ) and each Closing Document is hereby in each and every respect authorized, ratified, and confirmed; and it is further RESOLVED, that the Corporation accepts the terms and debt of the Loan and the terms of the EPC; and it is further RESOLVED, that all of the documents, instruments, or other writings executed by the Corporation in consummation of the transactions herein described, including, but not limited to the Closing Documents, shall be in form and substance approved by the Executing Officer (as such term is hereinafter defined), for and on behalf of the Corporation, his or her approval of each such instrument to be conclusively evidenced by his or her execution thereof; and it is further RESOLVED, that Michael Gerber, the Secretary of the Corporation, and/or Ron Kowal, board member of the corporation acting for and on behalf of the Corporation, and that Michael Gerber, the President and CEO of the Authority and/or Ron Kowal, the Vice President of Housing Development of the Authority (each an Executing Officer ), acting for and on behalf of the Authority, is hereby authorized and directed to take such other action in the consummation of the transactions herein contemplated and to do any and all other acts and things necessary or proper in furtherance of the transactions contemplated by these resolutions, as the Executing Officer shall deem to be necessary or desirable, without the necessity of attestation by the secretary and all acts heretofore taken by the Executing Officer to such end are hereby expressly ratified and confirmed as the acts and deeds of the Corporation; and it is further RESOLVED, that the Executing Officer is hereby authorized and directed for and on behalf of, and as the act and deed of the Corporation, to execute all of the Closing Documents and any other {HD } 2 Item No. 2, Resolution No. 8, page 7

17 documents and agreements executed in connection with the transactions contemplated hereby; and it is further RESOLVED, that any correspondence or documentation required by HUD, by the Authority, and/or by the Lender, for the Loan and/or the EPC, are hereby in each and every respect authorized, approved, ratified, and confirmed, and it is further RESOLVED, that the form, terms, and provisions of the Closing Documents, such other documents as contemplated thereby, are hereby in each and every respect authorized, approved, ratified, and confirmed; and it is further RESOLVED, that to the extent any of the actions authorized by these Resolutions have already been taken on behalf of the Corporation, such actions are hereby ratified and confirmed as the valid actions of the Corporation, effective as of the date such actions were taken. [signatures on the following page] {HD } 3 Item No. 2, Resolution No. 8, page 8

18 This resolution shall be in full force and effect from and upon its adoption. PASSED this 19th day of June, By: Edwina Carrington, Commissioner By: Carl S. Richie, Jr., Commissioner By: Dr. Tyra Duncan-Hall, Commissioner By: Charles C. Bailey, Commissioner By: Isaac Robinson, Commissioner {HD } 4 Item No. 2, Resolution No. 8, page 9

19 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS REGULAR BOARD MEETING Recess into Executive Session Pursuant to a) , Texas Gov t Code, consultations with Attorney regarding pending or contemplated litigation; or a settlement offer b) , Texas Gov t Code, deliberation about the purchase, exchange, lease or value of real property c) , Texas Gov t Code, deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee; or to hear a complaint or charge against an officer or employee Return to Open Session for discussion, consideration and possible action of matters discussed in Executive Session June 19, 2014 Regular Board Meeting

20 AUSTIN AFFORDABLE PUBLIC FACILITY CORPORATION BOARD OF COMMISSIONERS REGULAR BOARD MEETING Adjournment June 19, 2014 Regular Board Meeting