LAS VARAS PUBLIC FACILITY CORPORATION MEETING

LAS VARAS PUBLIC FACILITY CORPORATION MEETING FEB. 21 2019

LAS VARAS PUBLIC FACILITY CORPORATION BOARD MEETING 722 S. Mel Waiters Way, San Antonio, T 78203 2:00 p.m., Thursday, February 21, 2019 MEETING CALLED TO ORDER 1. The Board of Directors may hold a closed meeting pursuant to Texas Government Code 551.071-076 for consultation concerning attorney-client matters, real estate, litigation, personnel, and security matters. The Board reserves the right to enter into closed meeting at any time during the course of the meeting. MINUTES 2. Minutes Approval of the September 6, 2018, Las Varas Public Facility Corporation Board Meeting minutes Approval of the January 24, 2019, Las Varas Public Facility Corporation Public Hearing Meeting minutes OPERATIONS 3. Consideration and approval regarding Resolution 19LVPFC-02-21, authorizing approval of a resolution by the Las Varas Public Facility Corporation (LVPFC) for the issuance, sale and delivery of multi-family housing revenue bonds (Wurzbach Manor Apartments) Series 2019; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such multi-family residential rental development; and containing other provisions relating to the subject (Timothy E. Alcott, Real Estate and Legal Services Officer) 4. Adjournment *Note: Whenever the Texas Open Meetings Act (Section 551.001 et seq. of the Texas Government Code) provides for a closed meeting in matters concerning legal advice, real estate, contracts, personnel matters, or security issues, the Board may find a closed meeting to be necessary. For the convenience of the citizens interested in an item preceded by an asterisk, notice is given that a closed meeting is contemplated. However, the Board reserves the right to go into a closed meeting on any other item, whether it has an asterisk, when the Board determines there is a need and a closed meeting is permitted. Pursuant to 30.06, Penal Code, (trespass by holder license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not attend this meeting with a concealed handgun. Page 2 of 16

Pursuant to 30.07, Penal Code, (trespass by holder license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not attend this meeting with a handgun that is carried openly. Page 3 of 16

MINUTES LAS VARAS PUBLIC FACILITY CORPORATION September 6, 2018 SCHEDULED : 1:00 p.m. at San Antonio Housing Authority, 818 S. Flores St., San Antonio, T, 78204 DIRECTORS PRESENT: Morris A. Stribling, DPM, Chair Charles R. Munoz, Vice-Chair Thomas F. Adkisson, Director Charles Clack, Director Marie R. McClure, Director Jessica Weaver, Director DIRECTORS ABSENT: None BOARD LEGAL COUNSEL: Darin Darby, Escamilla & Poneck, LLP STAFF David Nisivoccia, President and CEO Muriel Rhoder, Chief Administrative Officer Ed Hinojosa, Chief Financial Officer Lorraine Robles, Director of Development Services and Neighborhood Revitalization Diana Kollodziej Fiedler, Director of Finance and Accounting Thomas Roth, Director of Asset Management Brandee Perez, Director of Federal Housing Programs Steven Morando, Director of Procurement and General Services Domingo Ibarra, Director of Security Hector Martinez, Director of Construction Services and Sustainability Jo Ana Alvarado, Director of Innovative Technology Kristi Baird, Director of Beacon Communities Adrian Lopez, Director of Community Development Initiatives Janie Rodriguez, Director of Human Resources Item 1: Item 2: Motion : Meeting called to order Chair Morris A. Stribling, DPM, called the meeting to order at 2:36 p.m. Minutes Approval of the August 16, 2018, Las Varas Public Facility Corporation Meeting minutes Director Weaver moved to approve the minutes. Director Clack seconded the motion. Approved. Member Aye Nay Absent At Time of Vote Morris A. Stribling, DPM, Chair Charles R. Munoz, Vice Chair Thomas F. Adkisson, Director Page 4 of 16

Charles Clack, Director Marie R. McClure, Director Jessica Weaver, Director Item 3: Resolution 18LVPFC-08-16, authorizing Las Varas Public Facility Corporation to declare its intent to issue bonds to provide financing for a multifamily residential rental development for persons of low and moderate income (Wurzbach Manor Apartments); prescribing certain terms and conditions of such bonds; authorizing the filing of an application for allocation of private activity bonds with the Texas Bond Review Board; and other matters in connection therewith Resolution 18LVPFC-08-16, corresponds with San Antonio Housing Authority Resolution 5835. Mr. Timothy E. Alcott, Real Estate and Legal Services Officer, previously reported on August 16, 2018, part of the financing for the Project will be through 4% tax credits. To issue 4% tax credits, LVPFC must first apply for an allocation of volume cap for private activity bonds, which if received, leads to a non-competitive application process for the 4% tax credits. Las Varas Public Facility Corporation will seek the approval to take non-binding preliminary action to apply to the Texas Bond Review Board for volume cap in the amount of up to $20,000,000, to finance the costs of the acquisition, rehabilitation and equipping of multifamily housing residential facility by LIH Wurzbach Manor, LP, or an affiliated Texas limited partnership, and to apply for 4% Tax Credits. The bonds will assist with financing of Wurzbach Manor Apartments, located at 4363 West Dean Pannill Drive, San Antonio, Texas, and there will be a 2% issuer s fee. Motion : Vice Chair Munoz moved to approve Resolution 18LVPFC-08-16. Director Clack seconded the motion. Approved. Member Aye Nay Absent At Time of Vote Morris A. Stribling, DPM, Chair Charles R. Munoz, Vice Chair Thomas F. Adkisson, Director Charles Clack, Director Marie R. McClure, Director Jessica Weaver, Director Item 4: Adjournment. With no objections, Chair Morris A. Stribling, DPM, adjourned at 2:38 p.m. ATTEST: Morris A. Stribling, DPM Chair, Board of Directors David Nisivoccia Secretary/Treasurer Date Date Page 5 of 16

MINUTES PUBLIC HEARING LAS VARAS PUBLIC FACILITY CORPORATION January 24, 2019 SCHEDULED : 2:00 p.m. at San Antonio Housing Authority, 818 S. Flores St., San Antonio, T, 78204 ATTENDEES Timothy E. Alcott, Real Estate and Legal Services Officer Lorraine Robles, Director of Development Services and Neighborhood Revitalization Deborah Champion, Attorney, Coats Rose Item 1: Public Hearing called to order Mr. Timothy E. Alcott, Real Estate and Legal Services Officer, called the Public Hearing to order at 2:01 p.m. Mr. Alcott conducted the Public Hearing on behalf of Las Varas Public Facility Corporation with respect to an issue of tax-exempt multifamily revenue bonds for a residential rental community. The Public Hearing is required by the Internal Revenue Code. The sole purpose of the hearing is to provide a reasonable opportunity for interested individuals to express their views regarding the development and the proposed bond issue. Mr. Alcott stated that no decisions regarding the development would be made at this hearing. The bonds will be issued as tax-exempt multifamily revenue bonds in the aggregate principal amount not to exceed $20,000, 000 and taxable bonds, if necessary, in an amount to be determined and issued in one or more series, by Las Varas Public Facility Corporation. The proceeds of the Bonds will be loaned to LIH Wurzbach Manor, LP (Borrower), to finance a portion of the costs of the acquisition, rehabilitation and equipping of a multifamily residential rental project containing 161 units to be located at approximately 8730 Wurzbach Road, San Antonio,, Texas, and known as Wurzbach Manor Apartments. The proposed multi-family residential rental project will be initially owned and operated by the Borrower.. The floor was then opened for public comment. To let the record show, Mr. Alcott reported that there were no additional attendees during the Public Hearing. Item 2: Adjournment. With no objections, Mr. Alcott adjourned at 2:03 p.m. Page 6 of 16

ATTEST: Morris A. Stribling, DPM Chair, Board of Directors David Nisivoccia Secretary/Treasurer Date Date Page 7 of 16

LAS VARAS PUBLIC FACILITY CORPORATION February 21, 2019 BOARD OF DIRECTORS Las Varas Public Facility Corporation RESOLUTION 19LVPC-02-21, AUTHORIZING APPROVAL OF A RESOLUTION BY THE LAS VARAS PUBLIC FACILITY CORPORATION (LVPFC) FOR THE ISSUANCE, SALE AND DELIVERY OF MULTI-FAMILY HOUSING REVENUE BONDS (WURZBACH MANOR APARTMENTS) SERIES 2019; AUTHORIZING THE EECUTION AND DELIVERY OF DOCUMENTS AND INSTRUMENTS NECESSARY TO CARRY OUT THE FINANCING OF SUCH MULTI-FAMILY RESIDENTIAL RENTAL DEVELOPMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT David Nisivoccia President and CEO Timothy E. Alcott Real Estate and Legal Services Officer REQUESTED ACTION: Consideration and approval regarding Resolution 19LVPC-02-21, authorizing approval of a resolution by the Las Varas Public Facility Corporation (LVPFC) for the issuance, sale and delivery of multi-family housing revenue bonds (Wurzbach Manor Apartments) Series 2019; authorizing the execution and delivery of documents and instruments necessary to carry out the financing of such multi-family residential rental development; and containing other provisions relating to the subject. This resolution authorizes Las Varas Public Facility Corporation, as conduit bond issuer, to issue revenue bonds for the acquisition and rehabilitation of an affordable housing development known as Wurzbach Manor. FINANCIAL IMPACT: As conduit issuer, neither Las Varas Public Facility Corporation nor the San Antonio Housing Authority will be liable for repayment of the bonds. The issuance costs are the responsibility of the borrower of the loan made with the bond proceeds. For its role as bond issuer, Las Varas Public Facility Corporation will be entitled to an issuer fee. SUMMARY: Wurzbach Manor is an existing 161 unit affordable housing development, currently contemplated for acquisition and rehabilitation by LIH Wurzbach Manor, LP (Partnership). Upon issuance of the bonds, the bond proceeds will be loaned to the Partnership, to cover the costs of acquisition and rehabilitation of the project. The Partnership shall be responsible for repayment of the bonds, and payment of costs associated with the issuance. LVPFC was created by SAHA pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, which also requires the governing body of SAHA to approve by resolution any bonds issued by LVPFC. STRATEGIC GOAL: Strategically expand the supply of affordable housing. Page 8 of 16

LAS VARAS PUBLIC FACILITY CORPORATION February 21, 2019 ATTACHMENTS: Resolution 19LVPFC-02-21 Map Page 9 of 16

Las Varas Public Facility Corporation Resolution 19LVPFC-02-21 RESOLUTION 19LVPFC-02-21, AUTHORIZING APPROVAL OF A RESOLUTION BY THE LAS VARAS PUBLIC FACILITY CORPORATION (LVPFC) FOR THE ISSUANCE, SALE AND DELIVERY OF MULTI-FAMILY HOUSING REVENUE BONDS (WURZBACH MANOR APARTMENTS) SERIES 2019; AUTHORIZING THE EECUTION AND DELIVERY OF DOCUMENTS AND INSTRUMENTS NECESSARY TO CARRY OUT THE FINANCING OF SUCH MULTI-FAMILY RESIDENTIAL RENTAL DEVELOPMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, Las Varas Public Facility Corporation (Issuer) has been duly created and organized pursuant to and in accordance with the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended (Act), for the purpose of assisting the Housing Authority of the City of San Antonio (Sponsor) in financing, refinancing or providing public facilities; and WHEREAS, the Act authorizes the Issuer: (a) to make loans to any person to provide financing for rental residential developments located within the corporate limits of the City of San Antonio, Texas (City), and intended to be occupied substantially (at least 90 percent) by persons of low and moderate income, as determined by the Issuer; (b) to issue its revenue bonds for the purpose of obtaining monies to make such loans and provide such financing, to establish necessary reserve funds and to pay administrative costs and other costs incurred in connection with the issuance of such bonds; and (c) to pledge all or any part of the revenues, receipts or resources of the Issuer, including the revenues and receipts to be received by the Issuer from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property of the Issuer in order to secure the payment of the principal or redemption price of and interest on such bonds; and WHEREAS, the Board of Directors of the Issuer (Board) has determined to authorize the issuance, sale and delivery of its Multi-family Housing Revenue Bonds (Wurzbach Manor Apartments) Series 2019 (Bonds), pursuant to and in accordance with the terms of a Trust Indenture, dated as of March 1, 2019 (Indenture), between the Issuer and Wilmington Trust, National Association, as trustee (Trustee), for the purpose of lending the proceeds thereof to LIH Wurzbach Manor, LP, a Texas limited partnership (Borrower), to provide financing for the acquisition and rehabilitation of the multi-family housing residential rental development known as the Wurzbach Manor Apartments, and as described more fully on Exhibit A attached hereto (Project), all in accordance with the Constitution and laws of the State of Texas. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture; and WHEREAS, the Board, by resolutions adopted on September 6, 2018, declared its intent to issue its revenue bonds to provide financing for the Project; and WHEREAS, in order to assist in carrying out the acquisition, rehabilitation and equipping of the Project, the Board has determined that the Issuer shall enter into a Loan Agreement (Agreement), with the Borrower, pursuant to which (i) the Issuer will agree to make a loan funded with the proceeds of the Bonds (Loan) to the Borrower to enable the Borrower to finance costs of the Page 10 of 16

acquisition, rehabilitation and equipping of the Project and related costs, and (ii) the Borrower will execute and deliver a promissory note (Note) in an aggregate original principal amount equal to the original aggregate principal amount of the Bonds, and providing for payment of interest on such principal amount equal to the interest on the Bonds and to pay other costs described in the Agreement; and WHEREAS, in order to assure compliance with Section 142(d) of the Internal Revenue Code of 1986, as amended (Code), the Issuer will require the Borrower to enter into a Land Use Restriction Agreement, dated as of March 1, 2019 (Regulatory Agreement), with respect to the Project; and WHEREAS, the Board desires to ratify certain other actions heretofore taken with respect to the Bonds; and WHEREAS, the Issuer desires to authorize the Trustee to invest and reinvest the proceeds of the Bonds and all other funds received and held under the Agreement; and WHEREAS, Section 147(f) of the Code requires that the Bonds be approved by the applicable elected representative (AER) after a public hearing following reasonable public notice; and WHEREAS, with respect to Bonds issued by the Issuer, the AER is the Mayor of the City; and WHEREAS, notice of a public hearing with respect to the Bonds and the Project held by the Issuer on January 24, 2019, was published no less than 14 days before such date in a newspaper of general circulation available to residents within the City; and WHEREAS, the Board held such public hearing on the date and at the time and place set out in such published notice, and conducted such hearing in a manner that provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and the Project to be heard; and WHEREAS, the Board has determined to provide financing for the Project in accordance with the Agreement, the Bonds, and the Regulatory Agreement (all documents in such form as approved by the officers of the Issuer and its advisors), by authorizing the issuance of the Bonds, the execution and delivery or acceptance, as appropriate, of such documents and the taking of such other actions as may be necessary or convenient; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Las Varas Public Facility Corporation hereby: 1) Public Hearing. The Board hereby finds, determines, recites and declares that a public hearing with respect to the Bonds and the Project was held on January 24, 2019; that notice of such public hearing was published no less than 14 days before such date in a newspaper of general circulation available to residents within the City; that such notice included the date, time and place of the public hearing, the location, general nature and the initial owner of the Project and the maximum aggregate principal amount of the Bonds; and that all comments from interested persons were taken at such public hearing and were provided to the AER. Page 11 of 16

2) Issuance, Execution, Sale and Delivery of the Bonds. The issuance of the Bonds is hereby authorized, according to the conditions set forth herein and in the Agreement, and upon execution and delivery of the Agreement, the President or Vice President or Treasurer and the Secretary of the Issuer are each hereby authorized to execute and attest to the Bonds and to deliver the Bonds to the Attorney General of the State of Texas for approval, the Comptroller of Public Accounts of the State of Texas for registration and the Trustee for authentication (to the extent required in the Agreement), and thereafter to sell the Bonds to the purchaser thereof as provided in the Indenture and deliver the Bonds as provided in the Agreement. 3) Interest Rate, Principal Amount, Maturity and Price. The officers of the Issuer are hereby authorized to fix and determine the interest rate, principal amount, maturity and price of the Bonds, all of which determinations shall be conclusively evidenced by the execution and delivery by such officers of the Indenture and the Bonds; provided, however, that: (i) the interest rate on the Bonds shall not exceed 5% per annum; (ii) the aggregate principal amount of the Bonds shall not exceed $15,000,000; and (iii) the final maturity of the Bonds shall occur not later than December 1, 2024; and (iv) the price at which the Bonds are sold shall not exceed the principal amount thereof. 4) Approval, Execution and Delivery of the Indenture and the Agreement. The officers of the Issuer are each hereby authorized to execute and deliver the Indenture and the Agreement each in form and substance approved by such officers, with such changes or additions thereto as may be approved by the President or Vice President of the Issuer (upon advice of bond counsel to the Issuer), as evidenced by their execution and delivery of the Indenture and the Agreement. 5) Approval, Execution and Delivery of the Regulatory Agreement. The officers of the Issuer are each hereby authorized to execute and deliver the Regulatory Agreement in form and substance approved by such officers, with such changes or additions thereto as may be approved by the President or Vice President of the Issuer (upon advice of bond counsel to the Issuer), as evidenced by their execution and delivery of the Regulatory Agreement. 6) Determination of Moderate Income. The Board has heretofore determined and hereby confirms, in accordance with the Act, for purposes of the Project, until revised by the Board, that the maximum amount constituting moderate income shall be 80% of area median income, as established by the Issuer. 7) Execution and Delivery of Other Documents. The officers of the Issuer are each hereby authorized to execute, attest and deliver such other agreements, assignments, bonds, certificates, contracts, documents, instruments, releases, financing statements, letters of instruction, written requests and other papers, whether or not mentioned herein, as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution. 8) Power to Revise Form of Documents. Notwithstanding any other provision of this Resolution, the officers of the Issuer are each hereby authorized to make or approve such revisions to this Resolution and in the form of the documents hereby approved, in the Page 12 of 16

opinion of bond counsel, as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution; and approval of such changes by the Issuer shall be indicated by such officers execution of the documents. 9) Incorporation of Preamble. The recitals in the preamble of this Resolution are true, correct and complete in all material respects and each and all of such recitals and the findings therein are hereby incorporated by reference to the same extent as if set forth herein in full. 10) Submission to the Attorney General of Texas. The Board hereby authorizes the submission by bond counsel to the Attorney General of Texas, for approval as required under Chapter 1202, Texas Government Code, of a transcript of legal proceedings relating to the issuance, sale and delivery of the Bonds. 11) Purposes of Resolution. The Board has expressly determined and hereby confirms that the issuance of the Bonds to assist in the financing of the Project will promote the public purposes set forth in Chapter 392 and Act and will accomplish a valid public purpose of the Issuer by assisting persons of low and moderate income to obtain decent, safe and sanitary housing at affordable prices and for other valid public purposes. 12) Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely from the revenues, funds and assets pledged under the Agreement to secure payment of the Bonds and under no circumstances shall the Bonds be payable from any other revenues, funds, assets or income of the Issuer. The Bonds shall not constitute an indebtedness, liability, general, special or moral obligation or a pledge or loan of the faith or credit or taxing power, within the meaning of any constitutional or statutory provision whatsoever, of the United States of America or any agency or instrumentality thereof, the Sponsor, the State of Texas, the City or any other political subdivision or governmental unit. 13) Ratification of Certain Prior Actions. All other prior actions taken for or on behalf of the Issuer in connection with the Bonds are hereby ratified, confirmed and approved. 14) Approval Conditions. The actions and obligations authorized in this Resolution shall be subject to and conditioned upon receipt by the Issuer on the date of delivery of the Bonds of the appropriate opinions of bond counsel with respect to the Bonds. 15) Information Return for Tax Exempt Private Activity Bonds. The Board further directs that an officer of the Issuer submit or cause to be submitted to the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, a statement containing the information required by Section 149(e) of the Code. 16) Effective Date. This Resolution shall be in full force and effect from and upon its adoption. Page 13 of 16

Passed and approved the 21st day of February 2019. Morris A. Stribling, DPM Chair, Board of Directors Attested and approved as to form: David Nisivoccia Secretary/Treasurer Page 14 of 16

Exhibit A PROJECT AND BORROWER Borrower: Project: LIH Wurzbach Manor, LP, a Texas limited partnership 161-unit multifamily residential rental development to be known as Wurzbach Manor. This Project is located at approximately 8730 Wurzbach Road, San Antonio, Texas 78240. It consists of 15 two-story buildings with approximately 134,038 net rentable square feet. The unit mix will consist of: Number Units Average Square Feet Unit Type 21 570 1 Bedroom/1 Bath 40 669 2 Bedrooms/1 Bath 80 917 3 Bedrooms/2 Bath 20 1,108 4 Bedrooms/2 Bath Page 15 of 16

Wurzbach Rd. Wurzbach Manor Apts Page 16 of 16