MDD Resolution No. 101 RESOLUTION NO. 101
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT GRANTING A VARIANCE FROM THE
MDD AFFORDABLE HOUSING DEVELOPMENT PROGRAM GUIDELINES TO
GOOSE CREEK INFILL HOUSING 1, LTD, FOR ITS AFFORDABLE HOUSING
PROJECT, TO EXTEND THE TERM OF THE LOAN BY THREE YEARS, TO
REQUIRE A GUARANTEED MINIMUM PAYMENT, TO REQUIRE THE ANNUAL
MINIMUM LOAN PAYMENTS TO BE MADE PRIOR TO ANY PROCEEDS BEING
PAID TO THE DEVELOPER AND PRIOR TO MORE THAN 10% OF THE CASH
FLOW BEING PAID TO THE EQUITY INVESTOR, AND TO REQUIRE CLOSING
ON THE PROPERTY ON OR BEFORE NOVEMBER 1, 2007; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, on February 1, 2007, the Board of Directors of the Baytown Municipal
Development District(the"District")passed Resolution No. 89, which granted a conditional approval of a
repayable loan in the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00) for Goose Creek Infill Housing 1, Ltd.'s affordable housing project, subject to satisfying
all of the applicable requirements of the Revolving Loan Program; and
WHEREAS, on July 5, 2007, the Board of Directors of the District (the "Board") extended the
conditional approval from September 1, 2007, to December 1, 2007, in order for Goose Creek Infill
Housing 1, Ltd., to satisfy the conditions of the District's Revolving Loan Program and to obtain the loan;
and
WHEREAS, Goose Creek Infill Housing 1, Ltd., has requested the following variances from the
MDD Affordable Housing Development Program Guidelines:
1. to extend the term of the loan by three years—from 15 years to 18 years; and
2. to require a guaranteed minimum payment of a specified amount, which if paid would not
render the loan in arrears; and
WHEREAS, the Board believes that such variances are acceptable if conditioned upon the
following:
I. Annual minimum loan payments must be paid in full to the District prior to any proceeds
being paid to the developer and prior to more than 10%of the cash flow being paid to any
equity investor(s); and
2. No developer fee shall be paid from annual cash flow after the date that the first
minimum loan payment is due unless and until an accrued interest payment equal to the
lesser of the interest amount due or the developer fee is made; and
3. Goose Creek Infill Housing 1, Ltd., closes on the land on which the infill development
will be constructed on or before November 1,2007;and
WHEREAS, based upon the request and the conditions established by the Board, the Board
desires to grant variances to the MDD Affordable Housing Development Program Guidelines to Goose
Creek Infill Housing 1, Ltd.,to the extent expressed herein;NOW THEREFORE,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section l: That subject to Section 2, the Board of Directors of the Baytown Municipal
Development District hereby grants the following variances to the MDD Affordable Housing
Development Program Guidelines(the"Guidelines):
Variance 1: Section C "Terms" of the Funding Terms and Conditions of the Guidelines shall be
varied as follows to allow the maximum term not to exceed 18 years, instead of 15 years.
Variance 2: The loan will not be in default as long as Goose Creek Infill Housing 1, Ltd. makes
annual payments to the City in the minimum amount as follows:
Year Minimum Year Minimum
Payment Payment
1 $3,587.92 10 $5,518.51
2 $3,763.72 11 $5,788.92
3 $3,948.15 12 $6,072.57
4 $4,141.61 13 $6,370.13
5 $4,344.54 14 $6,682.26
6 $4,557.43 15 $7,009.70
7 $4,780.74 16 $7,353.17
8 $5,015.00 17 1 $7,713.48
9 $5,260.73 18 1 $7,694.96
Section 2: That the variances granted in Section 1 hereof shall be expressly contingent upon
the following conditions precedent:
Condition 1: Annual minimum loan payments must be paid in full, including any past years not paid in
full, prior to:
a. any proceeds being paid to the developer and any officer of the developer and
b. prior to more than 10%of the cash flow being paid to any equity investor(s).
Interest on the loan may be deferred but at maturity, all accrued and unpaid interest must
be paid in full. The District shall have full audit rights to ensure that payments in the
proper amounts are being made by Goose Creek Infill Housing 1, Ltd., pursuant to
Variance 2. Payments not properly made shall constitute a default for which the District
may call the loan and seek all relief to which it may be entitled.
Condition 2: No developer fee shall be paid from annual cash flow after the date that the first
minimum loan payment is due unless and until an accrued interest payment equal to the
lesser of the interest amount due or the developer fee is made.
Condition 3: Goose Creek Infill Housing 1, Ltd., closes on the land on which the affordable housing
project will be constructed on or before November 1, 2007; and
Condition 4: Goose Creek Infill Housing 1, Ltd, satisfies all of the conditions of the District's
Revolving Loan Program and obtains the loan on or before December 1, 2007.
Section 3: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
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INTRODUCED, READ and PASSED by the affirmative vote f the Board of Directors of the
Baytown Municipal Development District,this the 5'h day of November 2 07.
STEP N 14. DONCARLOS, President
ODY,Assistant Secretary
APPROVE AS TO FORM:
ACIO RAMIREZ, SR.,General o nsel
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