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WHEREAS, each member of the Authority has, before entering upon his or her duties
during his or her present term of office, taken and subscribed to the oath prescribed by Section 49-
1 of the Code of Virginia of 1950, as amended; and
WHEREAS, no member of the Board of Commissioners of the Authority has any personal
or business interest in the Purchaser, the Seller, the Investment Limited Partner, the Prior Owner,
the Bank of New York Mellon Trust Company, N.A., as the Trustee or Fiscal Agent (the
“Trustee”) or the Bonds or has otherwise engaged in conduct prohibited under the Conflict of
Interests Act, Chapter 31, Title 2.2 of the Code of Virginia of 1950, as amended (the “Conflict of
Interests Act”) in connection with this Resolution or any other official action of the Authority in
connection therewith:
NOW,
THEREFORE,
BE
IT
RESOLVED
BY
THE
NEWPORT
NEWS
REDEVELOPMENT AND HOUSING AUTHORITY:
1.
It is hereby found and determined that the acquisition of the Project by the
Purchaser will be in the public interest and will promote the availability of affordable housing and
safe, decent and sanitary housing for those citizens with low or moderate income in the
Commonwealth and the City.
2.
The Authority hereby plans to assist the Purchaser in facilitating the acquisition of
the Project by authorizing, approving and executing the Consent Agreement attached hereto as
Exhibit A, together with any other transaction documents associated with the acquisition of the
Project that will be assigned and assumed by the Purchaser, including but not limited to the
Regulatory Agreement and Restrictive Covenants (the “Transaction Documents”) upon terms
and conditions mutually agreeable to the Authority and the Purchaser.
3.
All of the Transaction Documents will be assigned to and assumed by the
Purchaser, including but not limited to all the contracts associated with the financing of the Project,
the Regulatory Agreement and Restrictive Covenants (which executed instrument shall be
executed by the Purchaser and recorded in the land records of the City) to evidence such
assignment and assumption.
4.
It having been represented to the Authority that it is necessary for the Purchaser to
proceed immediately with certain actions regarding the purchase of the Project, the Authority
therefore agrees that the Purchaser may proceed to undertake actions to facilitate the purchase of
the Project, enter into contracts with respect to the purchase and improvement of the Project, and
take such other steps as it may deem appropriate in connection with the Project, provided, however,
that nothing in this Resolution shall be deemed to authorize the Purchaser to obligate the Authority
without its consent in each instance to the payment of any moneys or the performance of any acts
in connection with the Project.
5.
The Seller has represented to the Purchaser, and the Purchaser has advised the
Authority that interest on the Bonds is intended to be generally excluded from the gross income of
the holders thereof for federal and Virginia income tax purposes, and that the Seller has not, and
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