AHA-2009-001RESOLUTION NO. AHA- 2009 -001
A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY
AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING
REVENUE BONDS IN ONE OR MORE SERIES IN A CUMULATIVE
AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$23,950,000 FOR THE PURPOSE OF FINANCING THE
ACQUISITION AND CONSTRUCTION OF PHASE B OF THE
LINCOLN ANAHEIM APARTMENTS MULTIFAMILY RENTAL
HOUSING PROJECT; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS
NECESSARY TO ISSUE THE BONDS AND IMPLEMENT THIS
RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION
HERETOFORE TAKEN IN CONNECTION WITH THE BONDS;
AUTHORIZING AND APPROVING THE IMPLEMENTATION
AGREEMENT FOR LINCOLN ANAHEIM PHASE B; AND MAKING
OTHER FINDINGS IN CONNECTION THEREWITH
WHEREAS, pursuant to the Housing Authorities Law, Chapter I of Part 2 of Division 24 of
the California Health and Safety Code ( "Housing Authorities Law "), the Anaheim Housing
Authority, a public body corporate and politic organized, existing and operating pursuant to the
Housing Authorities Law, ( "Authority ") is empowered to issue revenue bonds for the purpose of
financing the acquisition, construction, rehabilitation, refinancing, development, and operation of
multifamily rental housing, and to issue bonds for the purpose of refunding bonds previously issued
by Authority; and
WHEREAS, Lincoln Anaheim II Housing Partners, L.P., a California limited partnership
( "Phase B Developer "), intends to acquire a ground leasehold interest in and to construct a 73 -unit
plus one manager's unit project on that certain real property located at 1275 — 1287 East Lincoln
Avenue, in the City of Anaheim, California (together, "Project "); and
WHEREAS, Phase B Developer has requested Authority to issue tax - exempt multifamily
housing revenue bonds and loan the proceeds of the bonds to Phase B Developer to finance the
acquisition of its ground leasehold interest and construction through completion of the Project, and
WHEREAS, Authority, by action of its Governing Board ( "Governing Board "), desires to
assist the Phase B Developer and to increase the supply of affordable housing by making a portion of
the units in the Project available for low and very low income persons or families, and in order to
accomplish such purposes it is desirable for Authority to provide for the issuance of the bonds and
financing of the Project; and
WHEREAS, Authority will loan the proceeds of the bonds to the Phase B Developer; and
WHEREAS, Government Code Section 8869.85 requires a local agency to file an
application with the California Debt Limit Allocation Committee ( "Committee ") prior to the issuance
of tax - exempt multifamily housing revenue bonds and the Authority has filed such an application;
and
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WHEREAS, the Committee has allocated to the Project $23,950,000 of the State of
California 2009 State ceiling for private activity bonds under Section 146 of the Internal Revenue
Code of 1986; and
WHEREAS, the permanent financing structure for the Project includes a redemption of
Bonds (as defined in Section 1 below) from Multifamily Housing Program loan proceeds ( "MHP ") in
the aggregate principal amount of $6,700,000 ( "MHP Loan ") at the conversion of the Project from
the construction phase to the permanent phase ( "Conversion "); and
WHEREAS, in the event the MHP Loan is not available at Conversion, the Anaheim
Redevelopment Agency, a public body corporate and politic, ( "Agency ") may choose to borrow an
amount up to but not to exceed $5,900,000 from Union Bank, N.A. or assigns ( "MHP Shortfall
Loan "), the repayment of which may be supported by tax increment financing, to redeem a portion of
the Bonds in the amount up to but not to exceed $5,900,000; and
WHEREAS, Authority, Lincoln Anaheim I Housing Partners, L.P., a California limited
partnership ( "Phase A Developer "), as to Phase A, and Lincoln Anaheim II Housing Partners, L.P.,
a California limited partnership ( "Phase B Developer "), as to Phase B, entered into that certain
Affordable Housing Agreement dated as of March 18, 2008 ( "Affordable Housing Agreement "); and
WHEREAS, the Affordable Housing Agreement establishes an overall structure and plan for
the Project to be developed in two Phases with a total of 146 apartment units (72 units in Phase A
and 74 units in Phase B) and associated on -site and off -site and appurtenant improvements, including
a subterranean parking structure and surface parking providing on -site at least two hundred
forty three (243) resident and guest parking spaces and a community center; and
WHEREAS, the Affordable Housing Agreement contemplates development of the Project in
two Phases by two separate developer entities (Phase A Developer and Phase B Developer) utilizing
two separate financing structures and pursuant to two separate Ground Leases by Authority, as
Landlord, to Phase A Developer and Phase B Developer, respectively, each as Tenant; and
WHEREAS, the Affordable Housing Agreement will be amended, implemented and
clarified as to Phase B by that certain Implementation Agreement (Phase B) entered into by and
among Authority, Agency and Phase B Developer as originally approved by resolutions of the
Authority and Agency, respectively, adopted on December 16, 2008 and as to be further modified as
authorized by this Resolution ( "Implementation Agreement — Phase B "); and
WHEREAS, the Affordable Housing Agreement, and Authority's resolution approving and
relating to the Affordable Housing Agreement and Authority's and Agency's resolutions relating to
the Implementation Agreement — Phase B are on file with the City Clerk, who is also the Authority
Secretary and Agency Secretary, and such are incorporated herein by this reference; and
WHEREAS, there have been prepared and presented to the Governing Board for
consideration at this meeting the forms of various documents for the Bonds and the Implementation
Agreement — Phase B, as more fully described herein; and
WHEREAS, it appears that each of the documents and instruments described herein now
before this meeting is in a substantially appropriate form and is an appropriate instrument to be
executed and delivered for the purposes intended.
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NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY
RESOLVE AS FOLLOWS:
1. Authorization of Bonds In accordance with the Housing Authorities Law and
pursuant to the Master Pledge and Assignment (hereinafter defined), Authority authorizes issuance of
bonds designated as "Anaheim Housing Authority Multifamily Housing Revenue Bonds (Lincoln
Anaheim Apartments Project — Phase B), Series 2009A" in one or more series in a cumulative and
aggregate principal amount not to exceed $23,950,000 (collectively, the "Bonds "), with an interest
rate or rates, a maturity date or dates and other terms as provided in the Master Pledge and
Assignment as finally executed for the Bonds. The Bonds shall be in substantially the form set forth
in and otherwise in accordance with the Master Pledge and Assignment, and shall be executed on
behalf of Authority by the manual or facsimile signature of the Chairman of the Authority
( "Chairman ") or the Executive Director of the Authority ( "Executive Director "), and the manual or
facsimile seal of the Authority shall be impressed or reproduced thereon and the Bonds shall be
attested by the manual or facsimile signature of the Secretary of the Authority ( "Secretary").
2. Approval of Master Pledg and Assignment The form of Master Pledge and
Assignment pursuant to which the Bonds may be issued ( "Master Pledge and Assignment "), by and
among Authority, Union Bank, N.A., as Agent ( "Agent') and Union Bank, N.A., as Holder, in
substantially the form on file with the Secretary, is hereby approved. The Chairman, the Executive
Director, and their authorized designee(s) (each, an "Authorized Officer ") are authorized to execute,
and the Secretary is authorized to attest, the Master Pledge and Assignment in substantially said
form, with such additions thereto and changes therein as the Authorized Officer may approve or
recommend in accordance with Section 7 hereof. The date, maturity date or dates, interest rate or
rates, interest payment dates, denominations, form, registration privileges, manner of execution,
place of payment, terms of redemption, and other terms of the Bonds shall be as provided in the
Master Pledge and Assignment as finally executed.
3. Approval of Regulatory Agreement The form of that certain Regulatory Agreement
and Declaration of Restrictive Covenants ( "Regulatory Agreement'), among Authority, Agent and
Phase B Developer, in substantially the form on file with the Secretary, is hereby approved. Any
Authorized Officer is authorized to execute, and the Secretary is authorized to attest, the Regulatory
Agreement, in substantially said form, with such additions thereto and changes therein as such
Authorized Officer may approve or recommend in accordance with Section 7 hereof.
4. Approval of Master Agency Agreement The form of Master Agency Agreement
relating to the Bonds ( "Master Agency Agreement'), by and between Authority and Agency, in
substantially the form on file with the Secretary, is hereby approved. Any Authorized Officer is
authorized to execute, and the Secretary is authorized to attest, the Master Agency Agreement, in
substantially said form, with such additions thereto and changes therein as such Authorized Officer
may approve or recommend in accordance with Section 7 hereof.
5. _Approval of Loan Documents The form of Construction Loan Agreement
(Multifamily Housing Bond Program Without Trustee), by and between the Agent and Phase B
Developer relating to the Bonds ( "Loan Agreement'), in substantially the form on file with the
Secretary, and solely to the extent it relates to the terms of the Bonds and as necessary to implement
this Resolution, is hereby approved. Any Authorized Officer is authorized to execute and deliver,
and the Secretary is authorized to attest, any and all certificates, agreements and other documents
ancillary to the Loan Agreement, including, but not limited to, the Subordination Agreement and
Ground Lease Estoppel in the form approved by the City Attorney, as general counsel to Authority
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and Agency ( "General Counsel ") and by special counsel and bond counsel to the Authority, Agency,
and City on these matters, Stradling Yocca Carlson & Rauth (together, "Special Counsel ")
in accordance with Section 7 hereof.
6. Implementation Agreement -Phase B• MHP Shortfall Loan Documentation Any
Authorized Officer is authorized to execute and deliver, and the Secretary is authorized to attest, that
certain Implementation Agreement - Phase B by and among Agency, Authority, and Phase B
Developer approved by the Governing Board on December 16, 2008 as modified to allow for that
certain "Agency Conditional Commitment Agreement" and the terms, provisions, and conditions to
commit to and as necessary to implement the MHP Shortfall Loan, including as and if necessary a
cooperation agreement between Agency and Authority related thereto (together, "Implementation
Agreement - Phase B with MHP Shortfall Loan and Cooperation "), along with any and all
certificates, agreements and other documents ancillary to such Implementation Agreement - Phase B
with MHP Shortfall Loan and Cooperation, with additions thereto and changes therein all as
approved by General Counsel and Special Counsel and as the Executive Director (or authorized
designee) may recommend and approve in accordance with Section 7 hereof,
7. Approval of Changes to Documents Any Authorized Officer executing a document
approved herein, in consultation with General Counsel and Special Counsel, is authorized to approve
and make such modifications, changes or additions to the Master Pledge and Assignment, the
Regulatory Agreement, the Master Agency Agreement, or other document as may be necessary or
advisable, and the approval of any modification, change or addition to any of the aforementioned
agreements shall be evidenced conclusively by the execution and delivery thereof by such
Authorized Officer and approval as to form by General Counsel and Special Counsel, Further, any
Authorized Officer, acting alone, is authorized to execute any assignment agreement related to any
mortgage note, mortgage, deed of trust or other document related to the loan made to the Phase B
Developer from the proceeds of the Bonds.
8. Actions Ratified and Authorized All actions heretofore taken by the officers,
employees and agents of Authority with respect to the issuance and sale of the Bonds are approved,
confirmed and ratified, and the officers, employees and agents of Authority are authorized and
directed, for and in the name and on behalf of Authority, to do any and all things and take any and all
actions and execute and deliver any and all certificates, agreements and other documents, including,
but not limited to, those documents described in the Master Pledge and Assignment, Loan Agreement
and the other documents herein approved, which they, or any of them, may deem necessary or
advisable in order to consummate the lawful issuance and delivery of the Bonds and to effectuate the
purposes thereof and of the documents herein approved in accordance with this resolution and
resolutions heretofore adopted by the Governing Board. In the event that the Secretary is unavailable
to sign any document related to the Bonds, any Deputy Secretary of the Authority may sign on behalf
of the Secretary.
9. Further Consents Approvals and Other Actions All consents, approvals, notices,
orders, requests and other actions permitted or required by any of the documents authorized by this
Resolution or otherwise appropriate in the administration of the Bonds and the lending program
financed thereby, including without limitation any of the foregoing that may be necessary or
desirable in connection with any amendment of such documents, any transfer of the Project, any
substitution of security for the Bonds, remarketing of the Bonds as described in the Master Pledge
and Assignment, or any redemption of the Bonds may be taken or given by the Chairman or the
Executive Director, and the Chairman or the Executive Director are hereby authorized and directed to
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give any such consent, approval, notice, order or request and to take any such action which such
officer may deem necessary or desirable to further the purposes of this Resolution.
10. Conflicting Resolutions Repealed As to the Bonds, all prior resolutions or parts
thereof, if any, in conflict herewith are, to the extent of such conflict, repealed.
11. Severability If any section, paragraph or provision of this Resolution shall be held to
be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this
Resolution.
12. Effectiveness of Resolution and Date Thereof This Resolution shall take effect upon
its adoption, expressly subject to and conditioned upon Agency, of concurrent date herewith,
adopting a resolution authorizing the Agency's pledge of certain tax increment funds related to the
MHP Shortfall Loan and authorizing Agency's entering into the Implementation Agreement —
Phase B with MHP Shortfall Loan and Cooperation, which Implementation Agreement - Phase B
with MHP Shortfall Loan and Cooperation as to Authority is approved by this Resolution. If that
referenced Agency resolution is adopted (without any prejudgment therefore) then this Resolution
shall take effect immediately thereafter.
13. Certification The Secretary shall certify to the passage and adoption of this
Resolution.
THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE
GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS TWENTY
EIGHTH (28 TH) DAY OF APRIL, 2009, BY THE FOLLOWING ROLL CALL VOTE:
AYES: Chairman Pringle, Authority Members Hernnadez, Sidhu, Kring
NOES: NONE
ABSTAIN: NONE
ABSENT: Authority Member Galloway ( 1.
C AIRM
ATTEST:
AUTHORITY SECRETARY
AS TO FORM:
CRISTINA TALLEY, CITY ATTORNEY
JAn ',00dhead IV, Esq.
Assistant ity Attorney
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