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CC Resolution No. 2924 RESOLUTION NO. 2924 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE A GENERAL AND NO LITIGATION CERTIFICATE RELATED TO THE PROPOSED ISSUANCE OF ONE OR MORE SERIES OF TAX-EXEMPT OBLIGATIONS BY THE SOUTHEAST TEXAS HOUSING FINANCE CORPORATION IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT MORE THAN TWENTY-TWO MILLION, FIVE-HUNDRED THOUSAND DOLLARS (522,500,000) FOR THE BAY TERRACE APARTMENTS PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************************** WHEREAS, the Southeast Texas Housing Finance Corporation (the "Corporation") proposes to issue bonds one or more series of tax-exempt obligations in an aggregate principal amount of not more than$45,000,000 for the benefit of Atrium Bay Terrace, Limited Partnership or an affiliate thereof, related to the acquisition, rehabilitation and equipping of an approximately 130-unit multifamily housing development known as Bay Terrace Apartments located at 1502 Nolan Road, Baytown,Texas 77520; and WHEREAS, the issuance of the above-referenced bonds is expected to advance the Corporation's continued efforts in providing safe,decent,sanitary and affordable housing to residents of its sponsoring political subdivisions, including the City of Baytown; and WHEREAS, to gain approval of the Texas Attorney General's Office for the issuance of the bonds, the Corporation has asked that the City of Baytown confirm certain information regarding the Corporation and approve the issuance of the bonds; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor to execute the General and No Litigation Certificate relating to the issuance of one or more series of tax- exempt obligations by the Corporation in an aggregate principal amount of not more than TWENTY-TWO MILLION, FIVE-HUNDRED THOUSAND DOLLARS ($22,500,000) for the benefit of Atrium Bay Terrace, Limited Partnership or an affiliate thereof, related to the acquisition, rehabilitation and equipping of an approximately 130-unit multifamily housing development known as Bay Terrace Apartments located at 1502 Nolan Road, Baytown, Texas 77520. Said certificate is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This resolution shall take effect immediately from and after its passage by the City Council of the City of Baytown,Texas. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 131h day of June, 2024. LNDON CAPETIL O, Mayor TEST: 000°coe°n oo �^ 11 0 ANGEL JACKSON, City C�erk•� co `Q, ny an° APPROVED S T FORM: — SCOTT LEMO D,City Attorney SETH-Bay Tcrtacc.docx EXHIBIT "A" CERTIFICATE OF APPROVAL FOR ISSUANCE OF TAX-EXEMPT OBLIGATIONS I, the chief elected executive officer of the City of Baytown, Texas, elected at-large by the voters of the City of Baytown, Texas, make this certificate solely to satisfy the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, with respect to the proposed issuance of one or more series of tax-exempt obligations by The Southeast Texas Housing Finance Corporation (the "Corporation") in an aggregate principal amount of not more than $22,500,000 (the "Bonds"). The Bonds will be issued for the benefit of Atrium Bay Terrace, Limited Partnership or an affiliate thereof (the "Borrower"), in connection with the acquisition, rehabilitation and equipping of a multifamily housing development known as Bay Terrace Apartments located at 1502 Nolan Road, Baytown, Texas 77520 and consisting of approximately 130 units (the "Development"). The Borrower will own the Development. It is anticipated that a wholly-owned affiliate of Southeast Texas Multifamily Resources, Inc., an affiliate of the Corporation, will own the land on which the Development is located and lease such land to the Borrower. Further, it is anticipated that the general partner of the Borrower will be wholly-owned by Southeast Texas Multifamily Resources, Inc. A public hearing was held on behalf of the City of Baytown, Texas, by Ron Williams, the designated hearing officer, as described in the attached Certificate of Hearing Officer. As the "applicable elected representative" of the City of Baytown, Texas, I approve the issuance of the Bonds in the amount and for the purpose described above. This approval is not: (1) a warranty by the City of Baytown, Texas, the Mayor of the City of Baytown,Texas,or of any agency,political subdivision,or instrumentality of the State of Texas that the Bonds will be paid or that any of the obligations assumed in connection with issuance of the Bonds will in fact be performed; (2) a pledge of the faith and credit of the State of Texas or of any agency, political subdivision, or instrumentality the State of Texas; or (3) a warranty of the validity of the corporate existence of the Corporation or of the Bonds themselves. IN WITNESS WHEREOF, I have officially signed my name in the City of Baytown, Texas, on the date set forth below. Mayor Brandon Capetillo City of Baytown, Texas Dated: 92024 .ci 3TEFRA Approval Certificate(Bay Terrace)4869-5460-0372 v2 2315406 GENERAL AND NO LITIGATION CERTIFICATE OF CITY OF BAYTOWN We hereby certify that we are duly elected or appointed and acting officers of the City of Baytown, Texas (the "City"). We do hereby further certify that: 1. This Certificate is for the benefit of the Attorney General of the State of Texas (the "Attorney General")and all persons interested in the validity of the proceedings of The Southeast Texas Housing Finance Corporation (the "Corporation") related to the issuance by the Corporation of its tax-exempt obligations for the Bay Terrace Apartments project, to be issued in one or more series in an aggregate principal amount not to exceed $22,500,000(the "Bonds"). 2. The City Council (the "Governing Body") of the City authorized the membership of the City in the Corporation, a joint housing finance corporation created pursuant to the Texas Housing Finance Corporations Act, Chapter 394, Local Government Code, as amended (the "Act"), and approved the Corporation's articles of incorporation(and all amendments thereto). 3. The City has appointed Manuel Escontrias to act as a member of the board of directors of the Corporation. The individual is a resident of a city or county which is a member of the Corporation. 4. The Governing Body has taken no action pursuant to the Act, including Section 394.016(c) thereof, or otherwise, to limit the effectiveness of the resolution authorizing the issuance of the Bonds or in any way affecting the proceedings relating to the issuance of the Bonds. 5. The Governing Body has not created any other Corporation that currently has the power to make home mortgages or loans to lending institutions, the proceeds of which are to be used to make home mortgage or loans on residential developments. 6. No litigation is pending, or to our knowledge threatened, in any court in any way affecting the existence of the Corporation or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds or the financing documents to which the Corporation is a party, or contesting in any way the completeness or accuracy of any disclosure document prepared in connection with the issuance of the Bonds, or contesting the powers of the Corporation or its authority with respect to the financing documents to which it is party. 7. Each of the undersigned officers of the City hereby certifies that he or she is the duly elected or appointed incumbent of the office appearing below his or her signature and that the signature of the other officer appearing below is the true and correct signature of such person. 8. The Attorney General of the State of Texas is hereby authorized and directed to date this Certificate concurrently with the date of his approval of the Bonds and this Certificate shall be deemed for all purposes to be accurate and correct on and as of that date and on and as of the date of the initial issuance and delivery of the Bonds to the initial purchasers thereof. General and No Litigation Certificates(Bay Terrace)4888-5036-0244 Q 2315406 9. By his or her signature hereto, the undersigned representative of the Governing Body assumes no liability whatsoever with respect to the Bonds. The Bonds are not an indebtedness of the Governing Body or the City and the Governing Body and the City shall have no liability therefor. [Remainder of Page Intentionally Left Blank] 2 CITY OF BAYTOWN,TEXAS By Mayor Brandon Capetillo ATTEST By_ [Deputy] City Clerk DATED: [TO BE DATED BY ATTORNEY GENERAL OF THE STATE OF TEXAS]