LOUISIANA HOUSING CORPORATION

The following resolution was offered by Board Member Gillis R. Windham and seconded by Board Vice-Chairwoman Jennifer Vidrine: RESOLUTION A resolution of intention to issue not exceeding Twenty-four Million Five Hundred Thousand Dollars ($24,500,000) Multifamily Housing Revenue Bonds for CCM Housing Preservation (Carver Courts, Clark Courts and Meadow Park in Lake Charles, LA), in one or more series to finance the acquisition, construction, rehabilitation, and equipping of a multifamily housing development within the State of Louisiana; to establish the maximum qualified basis and low-income housing credits to CCM Housing Preservation; to authorize the staff and counsel to prepare the forms of such documents and agreements as may be necessary to allocate 4% Low-Income Housing Tax Credits to such facilities; and approving a waiver of the Minimum Square Footage and Full Bathrooms Per Unit Type required in the 2018 Qualified Allocation Plan; and to provide for other matters in connection therewith. WHEREAS, the Louisiana Housing Corporation (the "Corporation") is authorized by Chapter 3-G of Title 40 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other constitutional and statutory authority supplemental thereto, to issue revenue bonds to finance residential housing in the State of Louisiana (the "State"); and WHEREAS, developer listed in Schedule I hereto, (the "Developer") has met with officials of the Corporation and has advised the Corporation of the Developer's interest in the acquisition, construction, rehabilitation, and equipping of a -multifami?ly housing facility, more particular?ly described in Schedule I hereto (the "Project") within the State, subject to the willingness of the Corporation to finance the Project by the issuance of revenue bonds pursuant to the Act; and WHEREAS, the Corporation deems it necessary and advisable that it takes such action as may be required under applicable statutory provisions to authorize and issue revenue bonds in one or more series to finance the cost of the Project set forth in Schedule I hereto, together with costs incident to the authorization, issuance and sale of the bonds, the aggregate costs of the Project and costs of authorization, issuance and sale of the bonds being presently estimated to be the amount set forth in Schedule I hereto; and WHEREAS, the Developer has stated its willingness to arrange for the acquisition, construction, rehabilitation, and equipping of the Project and to enter into contracts therefore; and WHEREAS, the income tax regulations prescribed by the Internal Revenue Service require that the issuer of tax exempt bonds adopt a resolution with respect to such bonds or take the other similar "official action" towards the issuance of the bonds prior to the commencement of the a acquisition, construction, rehabilitation, and equipping of an exempt facility bond project; and WHEREAS, one purpose of this resolution is to satisfy the requirements of said income tax regulations with respect to the Project set forth in Schedule I hereto; and WHEREAS, the Corporation approved certain application and other forms, documents and proceedings related to the Low-Income Housing Tax Credits Program, including credits available to projects financed with tax-exempt bonds under Section 142(d) of the Internal Revenue Code (the "Code") pursuant to Section 42(h)(4) of the Code; and WHEREAS, the staff of the Corporation has processed the application for the Project in accordance with the Qualified Allocation Plan and is prepared, based upon the preliminary feasibility analysis to recommend low-income housing tax credits ("LIHTCs") for the Project and to waive the minimum bathroom and bedroom size required in Section V.D.2.(a) of the 2018 Qualified Allocation Plan: NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Louisiana Housing Corporation, that: SECTION 1. Pursuant to the authority of the Act, and other constitutional and statutory authority supplemental thereto, the Project is hereby approved and the financing of the acquisition, construction, rehabilitation, and equipping thereof through the issuance of revenue bonds of the Corporation pursuant to the Act is hereby authorized not exceeding Twenty-four Million Five Hundred Thousand Dollars ($24,500,000) aggregate principal amount of Multifamily Housing Revenue Bonds (CCM Housing Preservation Project) in one or more series (the "Bonds") and in a sufficient principal amount presently estimated as set forth in Schedule I hereto. It is the intent of this resolution to induce the financing of the Project. This resolution is the affirmative official action of the Corporation acting by and through its Board of Directors towards the issuance of its special, limited obligation revenue bonds in accordance with the Constitution and statutes of the State and the United States Treasury Department Regulations, Section 1.150-2. It is recognized and agreed that the Developer may exercise its rights and perform its obligations with respect to the financing of the Project either through (i) the Developer itself; (ii) any "related person" as defined in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); or (iii) any legal successor thereto, respectively, subject to approval of the Corporation's Bond Counsel, hereinafter employed. SECTION 2. The costs of financing the Project will be paid out of the proceeds from the sale of the Bonds, in one or more series, which shall be special, limited obligations of the Corporation, payable solely out of the income revenues, and receipts derived from the Project for which financing is made available. The Bonds and the interest thereon shall never constitute obligations, either general or special of the State, or of any political subdivi?sion of the State or give rise to a pecuniary liability of the State or of any political subdivision of the State within the meaning of any provision or limitation of the Constitution or statutes of the State. The Corporation does not have the power to pledge the general credit or taxing power of the State or of any political subdivision of the State. SECTION 3. The issuance of the Bonds pursuant to the Act, and other constitutional and statutory authority supplemental thereto, be and the same is hereby autho?rized and approved. The Bonds shall mature not later than forty (40) years from their date of issuance and shall bear interest per annum at a rate not in excess of twelve (12.0%) per annum. In authorizing the issuance of the Bonds, the Corporation will make no warranty, either expressed or implied, that the proceeds of the Bonds will be sufficient to pay the cost of the Project or that the Project will be suitable for the Developer's purposes or needs. The Bonds shall be sold by the Corporation on such date as may be determined by the Chairman of the Board of Directors of the Corporation, in accordance with the requirements of the Act, and pursuant to the provisions of the Notice of Intention to Sell at Private Sale attached hereto as Exhibit I. SECTION 4. The Project is hereby preliminarily approved for LIHTCs in the amount of One Million Seven Hundred Five Thousand Four Hundred Eighty-nine Dollars ($1,705,489) in accordance with the preliminary feasibility analysis report (the "F&V Report") of the Corporation's tax credit underwriter (the "Tax Credit Underwriter"), provided, however, that staff is hereby further authorized and directed to adjust such LIHTCs based upon (a) any reprocessing submitted by the taxpayer/owner and the LIHTCs recommended and approved in a supplemental F&V Report of the Underwriter and/or (b) the final audited cost certification review of the Project by the Tax Credit Underwriter following the placement in service of the Project as required by Section 42(m) of the Internal Revenue Code of 1986, as amended (the "Code"). SECTION 5. The operation of the Project, as well as the financing of the Project, will comply with all Federal, State and local laws and regulations and the Developer will obtain all necessary approvals and permits required thereunder. SECTION 6. The Chairman and/or Executive Director of the Corporation are authorized and directed to call for a public hearing with respect to the Project and the proposed revenue bonds to finance same in accordance with the requirements of Section 147(f) of the Code, and cause to be published appropriate notice of each public hearing in accordance with the Code. SECTION 7. The Chairman and Executive Director of the Corporation are authorized and empowered to take any and all further action and to sign any and all documents, instruments and writings as may be necessary to carry out the purposes of this resolution and to file, on behalf of the Corporation, with any governmental board or entity having jurisdiction over the Project, such applications or requests for approval thereof as may be required by law, including an application to the State Bond Commission for approval of the financing. By virtue of the Corporation's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the "State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.", adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby. SECTION 8. All commitments by the Corporation herein with respect to the Project are subject to the condition that on or before 36 months from the date of adoption hereof, the Corporation and the Developer shall have agreed to mutually acceptable terms for the financing documents and the sale and delivery of the Bonds or other obligations. SECTION 9. That it is recognized that a real necessity exists for the employment of bond counsel in connection with the issuance of the Bonds and accordingly Foley & Judell, L.L.P., Bond Counsel, New Orleans, Louisiana, be and they are hereby employed as bond counsel to the Corporation to do and to perform comprehensive, legal and coordinate professional work with respect thereto. The fee to be paid Bond Counsel shall be an amount based on the Attorney General's then current Bond Counsel Fee Schedule and other guidelines for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time the Bonds are delivered, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, subject to the Attorney General's written approval of said employment and fee. SECTION 10. The Developer will comply with all rules, regulations and reviews of the Corporation in effect or undertaken from time to time. This resolution having been submitted to a vote, the vote thereon was as follows: YEAS: Lloyd Spillers, Jennifer Vidrine, Ron Henson on behalf of Louisiana State Treasurer John M. Schroder, Tammy Earles, Derrick Edwards, Willie Rack, Donald B. Valle, Gillis R. Windham. NAYS: None. ABSENT: Larry Ferdinand, Stacy S. Head, Bryon L. Lee ABSTAIN: None. And the resolution was declared adopted on this, the 18th day of March, 2019. /s/ Lloyd Spillers Chairman /s/Barry Brooks Secretary SCHEDULE I AND EXHIBIT I TO THIS RESOLUTION HAVE NOT BEEN PUBLISHED. SAID SCHEDULE I AND EXHIBIT I ARE AVAILABLE FOR PUBLIC INSPECTION AT THE OFFICES OF THE LOUISIANA HOUSING CORPORATION, 2415 QUAIL DRIVE, BATON ROUGE, LOUISIANA, MONDAYS THROUGH FRIDAYS DURING NORMAL BUSINESS HOURS. 340986-apr 1-1t