RESOLUTION NO. R2015-___ RESOLUTION APPROVING THE ISSUANCE OF BONDS BY THE WISCONSIN PUBLIC FINANCE AUTHORITY FOR THE AMERICAN AGAPE FOUNDATION PORTFOLIO PROJECT. WHEREAS, the Public Finance Authority (the “Issuer”) has been established and is validity existing under Wisconsin Statutes Section 66.0304 (the “Act”) and an Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated as of September 28, 2010 (the “Agreement”), which the Attorney General of the State of Wisconsin (the “State”) has determined pursuant to the Act to be in proper form and compatible with the laws of the State; and WHEREAS, the Issuer intends to issue the Public Finance Authority Multifamily Housing Revenue Bonds (American Agape Foundation Portfolio Project), Series 2015 (the “Bonds”), issuable in one or more series; and WHEREAS, the purpose of this approval is to satisfy the public approval requirement of Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with the issuance of the Bonds; and WHEREAS, the proceeds of the Bonds will be used by various limited liability companies, the sole member of each is Agape 2015 Portfolio, Inc., a Delaware nonprofit corporation (the “Sole Member”) which is a subordinate entity of American Agape Foundation, Inc., a Delaware nonprofit corporation (the “Parent” together with the Sole Member and related limited liability company, the “Borrower”) described in Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code, and its successors and assigns for the purpose of financing or refinancing the costs to: (a) acquire, renovate, furnish and equip certain residential rental housing communities, including, but not limited to, Oakwood Terrace located at 700 West Truman Avenue, Pensacola, FL 32505 (the “Project”), (b) to pay capitalized interest on the Bonds, (c) to fund reserves, and (d) pay certain costs associated with the issuance of the Bonds. Each project will be owned and operated by the respective Borrower; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), requires public approval of certain revenue bonds by an applicable elected representative of the governmental unit on behalf of which such bonds are to be issued, and any plan of finance therefor, following a public hearing; and WHEREAS, the required notice of such public hearing was published in the Pensacola News Journal, a newspaper of general circulation in Escambia County, Florida (the “County”) on March 22, 2015; and 1 WHEREAS, following publication of such notice, the Bonds and the plan of finance have been submitted to a public hearing held by the Board of County Commissioners of the County (the “Board”) on this date, as required pursuant to Section 147(f) of the Code; and WHEREAS, the Board has conducted the public hearing and provided reasonable opportunity for all interested persons to express their views; and WHEREAS, the Board desires to approve the Bonds and the plan of finance pursuant to the requirements of Section 147(f) of the Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ESCAMBIA COUNTY, FLORIDA, as follows: Section 1. The Board hereby approves the form of and the manner of publication of the Notice of Public Hearing (the “Notice”) published in the Pensacola News Journal, a newspaper of general circulation in the jurisdiction of the County, on March 22, 2015. A certified affidavit establishing proof of proper publication of the Notice is accepted into the record, a copy of which is attached as Exhibit A hereto. After diligent and conscientious consideration of the comments and concerns expressed by the persons appearing at the public hearing, and after diligent and conscientious consideration of any written correspondence, the Board, for the purpose of Section 147(f) of the Code, hereby approves the Bonds, the financing of the Project described herein and in the Notice, and further approves the plan of finance for the issuance by the Issuer from time to time of not exceeding $50,000,000 of the Bonds, for the purposes herein described. Section 2. Nothing herein shall be deemed to obligate the County to make any payments or undertake any responsibilities for the costs and expenses and other financial liabilities that may be incurred in connection herewith; provided that the County’s Conduit Bond fee shall be applied toward payment of the fee of the County’s Bond Counsel. [Remainder of page intentionally left blank] 2 Section 3. This Resolution shall be in full force and effect immediately upon its passage. Passed and approved this 9* day of April, 2015. BOARD OF COUNTY COMMISSIONERS ESCAMBIA COUNTY, FLORIDA [SEAL] By: Steven Barry, Chairman ATTEST: PAM CHILDERS, CLERK OF THE CIRCUIT COURT By: Deputy Clerk Approved as to form and legality: By:_ County Attorney EXHIBIT A PROOF OF PUBLICATION OF PUBLIC HEARING [See attached.] A-1