A RESOLUTION GIVING PRELIMINARY APPROVAL TO ISSUANCE OF MULTI-FAMILY HOUSING REVENUE BONDS (2008-10-15/R-17)

WHEREAS, the Town Council of the Town of Chapel Hill (the “Town”) met in the Town Council Chambers in the Town Hall in Chapel Hill, North Carolina at 7:00 p.m. on the 15th day of October, 2008; and

WHEREAS, pursuant to N.C.G.S. § 160A-456, the Town has assumed the powers of a housing authority organized pursuant to the North Carolina Housing Authorities Law, Article 1 of Chapter 157 of the General Statutes of North Carolina, as amended (the “Act”); and

WHEREAS, the Act gives the Town, acting as a housing authority, the power to carry out housing projects, which includes providing loans to private developers of housing for persons of low and moderate income, and to borrow money for such purposes through the issuance of bonds and to secure the same by pledges of its revenues; and

WHEREAS, Related Apartments Preservation (the “Company”), has requested that the Town assist it in financing the acquisition and renovation of Timberlyne Apartments, a multi-family residential rental development, consisting of 144 units located at 200 Westminster Drive, Chapel Hill, North Carolina (the “Project”); and

WHEREAS, the Company has described to the Town the benefits of the acquisition and renovation of the Project to the Town and the State of North Carolina and has requested the Town to agree to issue its multi-family housing revenue bonds in such amounts as may be necessary to finance the costs of acquiring, constructing and equipping the Project; and

WHEREAS, principal and interest on the Bonds will be payable solely from funds provided by the Company and revenues from the operation of the Project, and the Town will have no liability whatsoever for the payment of principal and interest on the Bonds or for the rehabilitation, maintenance or management of the Project; and

WHEREAS, the Town is of the opinion that the Project is a facility that can be financed under the Act and that the financing of the same will be in furtherance of the purposes of the Act;

BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF CHAPEL HILL:

1.                  It is hereby found and determined that the acquisition and renovation of the Project will involve the acquisition, renovation and equipping of multi-family housing facilities.  Therefore, pursuant to the terms and subject to the conditions hereinafter stated and the Act, the Town agrees to assist the Company to issue bonds to finance the acquisition and renovation of the Project, and, in particular, to undertake the issuance of the Town’s multi-family housing revenue bonds (the “Bonds”) in an amount now estimated not to exceed Nine Million Dollars ($9,000,000) to provide all or part of the cost of the Project. The Bonds shall not be deemed to constitute a debt or a pledge of the faith and credit of the State of North Carolina or any political subdivision or agency thereof, including the Town, but shall be payable solely from the revenues and other funds provided under proposed agreements with the Company.

This determination is only a preliminary determination. The Town’s final decision to proceed with the issuance of the Bonds will be subject to financial arrangements satisfactory to the Town, the completion of acceptable documentation, the Council’s consideration of comment at the required public hearing and other public input, the allocation of volume cap to the Bonds by the North Carolina Housing Finance Agency and the North Carolina Federal Tax Allocation Committee, and the required approval of the issuance of the Bonds by the LGC.  In addition, if for any reason the Bonds are not issued by December 31, 2009, then the Town will have no further commitment or obligation with regard to the Project or the issuance of the Bonds unless it takes further action to extend such date.

2.                  The Town intends that the adoption of this resolution be considered as “official action” toward the issuance of the Bonds within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 141 and 150, and the related tax regulations, which thereby will allow the Company to reimburse itself from bond proceeds for expenditures relating to the Project made prior to the issuance of the bonds.

3.                  The Town hereby authorizes the Company to proceed, upon the prior advice, consent and approval of bond counsel and the Town’s counsel, to obtain approvals in connection with the issuance and sale of the Bonds and to obtain an allocation of a sufficient amount of the State of North Carolina’s “private activity bond limit”, as required by Section 141 of the Code and as defined in Section 146 of the Code, for the Bonds.

4.                  It having been represented to the Town that it is desirable to proceed with the  acquisition, renovation and equipping of the Project, the Town agrees that the Company may proceed with plans for such acquisition, renovation and equipping, enter into contracts for the same, and take such other steps as it may deem appropriate in connection therewith, provided that nothing herein shall be deemed to authorize the Company to obligate the Town without its written consent in each instance to the payment of any monies or the performance of any act in connection with the Project and no such consent shall be implied from the Town’s adoption of this resolution.  The Town agrees that the Company may be reimbursed from the proceeds of the Bonds, if and when issued, for all qualifying costs so incurred by it.

5.                  All costs and expenses in connection with the financing and the acquisition and renovation of the Project, including the reasonable fees and expenses of the Town’s counsel, bond counsel and the agent or underwriter for the sale of the Bonds, shall be paid from the proceeds of the Bonds or by the Company, but if for any reason the Bonds are not issued, all such expenses shall be paid by the Company and the Town shall have no responsibility therefor.  The Town has not authorized and does not authorize the expenditure of any funds or monies of the Town from any source other than the proceeds of the Bonds.  It is understood and agreed by the Town and the Company that nothing contained in this resolution shall be construed or interpreted to create any personal liability of the officers or commissioners from time to time of the Town.

6.                  (a)        The Board will hold a public hearing on this matter.  The Town Manager is authorized and directed to set the date and time of the hearing in consultation with the Company, and the Town Clerk is authorized and directed to publish a notice of such public hearing in the manner provided for by law.

(b)        All town officers and employees are authorized and directed to take all such further action as they may consider necessary or desirable in furtherance of the purposes of this resolution. All such prior actions of Town officers and employees are ratified, approved and confirmed.

7.                  The Town hereby approves Hunton & Williams, Raleigh, North Carolina, to act as bond counsel for the Bonds.

8.                  The Town Attorney and the Director of Business Management are authorized and directed to negotiate with the Company the financial terms of the Town’s undertaking of the issuance of the bonds and the terms of compensation of bond counsel and any other outside professional assisting the Town on this matter.

9.                  This resolution shall take effect immediately.

This the 15th day of October, 2008.