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including but not limited to annual administrative fees that are currently payable to the Authority,
if any; and
WHEREAS, the Purchaser and the Authority shall comply with all applicable provisions
of the Act, the Internal Revenue Code of 1986, as amended (the “Code”), the Amended and
Restated Regulatory Agreement and Declaration of Restrictive Covenants dated as of June 1, 2019
(the “Regulatory Agreement and Restrictive Covenants”); and
WHEREAS, the Purchaser will continue to reserve at least forty percent (40%) of the
housing units contained in the Project for occupancy by persons whose income is less than sixty
percent (60%) of the area median gross income, as required by Section 142(d)(1)(B) of the Code;
and
WHEREAS, Purchaser has provided satisfactory evidence to the Authority that it has at
least 3 years of experience in the ownership, operation and management of rental housing projects
without a history of material building code violations or discrimination claims; and
WHEREAS, the Purchaser has indicated that it will keep Winn Management Company
LLC as the Property Manager for the Project (the “Property Manager”) and the Property Manager
has been deemed satisfactory to the Authority; and
WHEREAS, the Purchaser has presented a Resolution to the Authority in connection with
its proposed purchase of the Newport Harbour Apartments (the “Resolution”); and
WHEREAS, at the request of the Purchaser, the Authority has been asked to authorize and
approve the terms and provisions of a consent agreement regarding the acquisition by the
Purchaser of the Newport Harbour Apartments Resolution dated April 21, 2026 (the “Consent
Agreement”) as prepared and reviewed by Bond Counsel and attached hereto as Exhibit A; and
WHEREAS, the Purchaser will be acquiring the GP membership interest (0.01%) in
Harbour-Newport News Limited Partnership (the “Membership Interests”) with respect to such
Project; and
WHEREAS, by purchasing the ownership of such Membership Interests from the Seller
pursuant to a Membership Interest Purchase Agreement dated as of January 2, 2026 between the
Seller, acting as the general partner of the Project and the Purchaser, the Purchaser will acquire
100% of the controlling ownership interests in the Project and associated assets; and
WHEREAS, for background information regarding the Authority in conjunction with the
Consent Agreement, the Purchaser is providing the following background information: (i) a Project
Summary attached as Exhibit B, (ii) a Resume with information on the Purchaser attached as
Exhibit C, and (iii) a list of Transaction Documents (as hereinafter defined) attached as Exhibit D,
and (iv) a form of Bond Assignment and Assignment and Assumption of Bond Documents and
All Project Assets attached as Exhibit E.
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