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RES-2021-045RESOLUTION NO. RES -2021- 0 4 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ACTING DIRECTOR OF COMMUNITY AND ECONOMIC DEVELOPMENT TO SUBMIT A JOINT APPLICATION TO THE STRATEGIC GROWTH COUNCIL AND THE STATE OF CALIFORNIA, HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT, FOR FUNDING UNDER THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM ON BEHALF OF THE CITY OF ANAHEIM, WITH GREENLAW 39 COMMONS BEACH, LLC (OR ITS LP DEVELOPER ASSIGNEE) AS CO -APPLICANT WITH THE CITY WHEREAS, the City of Anaheim ("City') is a California municipal corporation and charter city; and WHEREAS, the Anaheim Housing Authority ("Authority') is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Anaheim; and WHEREAS, Greenlaw 39 Commons Beach, LLC, a California limited liability company, ("Developer") is authorized to do business in the State of California; and WHEREAS, the State of California, the Strategic Growth Council ("SGC"), and the State of California, Department of Housing and Community Development ("State HCD") have issued a Notice of Funding Availability ("NOFA") dated February 26, 2021 ("NOFA") under the Affordable Housing and Sustainable Communities Program established under Division 44, Part 1 of the California Public Resources Code, Section 75200, et seq., subject to the terms and conditions of the statute and the AHSC Round 6 Program Guidelines (together, "AHSC"); and WHEREAS, the AHSC Program and funding awards promote land -use, housing, transportation, and land preservation projects to support infill and compact development that reduce greenhouse gas emissions, which funding is sourced from the Greenhouse Gas Reduction Fund, an account established to receive Cap -and -Trade auction proceeds; and WHEREAS, of even date and by separate resolutions adopted by the City Council and the Authority Board, the Authority approved a certain Preliminary Award Letter ("Award Letter"), by which the Authority commits to the Developer to provide certain "Authority Assistance" that is comprised of an "Authority Loan" in an original principal amount of not less than $7,500,000 and a "Ground Lease" of a 1.79 -acre site owned in fee by the Authority ("Site"); and WHEREAS, the Authority Assistance is to facilitate the planning, design, construction, development, operation, management and maintenance of a 100 -unit multi -family housing rental project, with a- parking structure and onsite amenities for occupancy and tenancy by qualified Extremely Low, Very Low and Low Income households at an Affordable Rent for a 55-60 year 4836-2485-1175v3/022620-0091 Affordability Period, as further described in the City's Entitlement and the Award Letter (together, "Project"); and WHEREAS, the Award Letter requires Developer to form a separate California limited partnership entity, 39 Commons Beach Affordable, LP, of which Affordable Housing Access, a California non-profit public benefit corporation, ("Non -Profit"), is the managing general partner, and of which 39 Commons Beach Affordable Housing, LLC, a California limited liability company and affiliate of Developer, is a partner and to assign the Award Letter to such new limited partnership (herein, "LP Developer"); and WHEREAS, under the Award Letter, the Developer (and its assignee LP Developer) is required to: (1) be a co -applicant with the City in a joint application to State HCD for AHSC Funding, (2) be a co -applicant with the City in a joint application to State HCD for funding under the Infrastructure Infill Grant Program ("IIG"), (3) submit an application to the California Tax Credit Allocation Committee ("TCAC") seeking a reservation of 4% Tax Credits, and (4) submit an application to the California Debt Limit Allocation Committee ("CDLAC") for an award and allocation for the Authority to issue multi -family housing revenue bonds, each as a part of the financing; and WHEREAS, under their respective program requirements (Tax Credit Rules, CDLAC, AHSC, and IIG), TCAC and State HCD require a commitment of financial assistance and site control by the Developer of the Site, which is evidenced by the Award Letter and subject to the Award Letter Condition Precedent that the Developer (or its assignee LP Developer) receive AHSC Funding, IIG Funding, a reservation of Tax Credits, and an award and allocation by CDLAC of the Bonds, all as more fully set forth in the Award Letter; and WHEREAS, the AHSC NOFA and implementing AHSC Round 6 Program Guidelines ("AHSC Guidelines") require developer applicants to jointly apply for funding with the jurisdiction in which the project is located; and WHEREAS, the City wishes to be a co -applicant with the Developer to apply for and receive an allocation of funds under the AHSC Program, and Developer has committed under the Award Letter to make such application; and WHEREAS, in the co -application to for AHSC Funding, if awarded, the funds will be expended on urban greening, bike lanes, curb ramp improvements, lighting and other pedestrian and transit -related amenities seeking an award of up to $10,000,000, which improvements are consistent with eligible AHSC improvements including, housing -related infrastructure, sustainable transportation infrastructure, transit -related amenities), or other eligible program activities; and WHEREAS, the City and Authority desire to cooperate with Developer (and/or its assignee LP Developer) in the City and Developer joint application to SGC and State HCD for AHSC Funding (as described in the Award Letter, and the other applications described above to TCAC and CDLAC, and State HCD for IIG Funding) and prepare and submit the joint application for AHSC Funding by submittal of an AHSC Application Packages as released by State HCD; and WHEREAS, the SGC is authorized to approve funding allocations for the AHSC Program, subject to the terms and conditions of the NOFA, AHSC Guidelines, the Application Package, and the Standard Agreement; and 2 4836-2485-1175v3/022620-0091 WHEREAS, State HCD is authorized to administer the approved funding allocations of the AHSC Funding required as a part of the financing of the Project under the Award Letter and as implemented in the Affordable Housing Agreement, the Ground Lease, and related instruments as described and the terns defined therein. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY FIND, DETERMINE, RESOLVE AND DIRECT AS FOLLOWS: Section 1. The City Council finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The City will cooperate with the Developer (and its assignee LP Developer) and is hereby authorized to make an AHSC Program Application as detailed in the NOFA in a total approximate amount of up to $30,000,000, whether in the form of a grant of loan (and if a loan to be repaid by the Developer and its assignee LP Developer, not the City and not the Authority) for the eligible improvements approved by SGC and administered by State HCD and consistent with the AHSC Guidelines. Section 3. The AHSC Program co -application will be prepared and submitted for the AHSC Funding, which is part of the financing to undertake the Project. If the AHSC co -application is approved, the City is authorized to enter into, execute, and deliver a State of California Standard Agreement ("Standard Agreement") and any and all other documents required or deemed necessary or appropriate to secure the AHSC Funding as described in the Award Letter, and all implementing documents thereto (collectively, "AHSC Documents"). Section 4. Any and all activities funded, information provided, and timelines represented in the application are enforceable through the AHSC Standard Agreement. Under the Affordable Housing Agreement and the AHSC Standard Agreement, the AHSC Funding shall be required to be expended for eligible and approved capital asset(s) in the manner presented in the co -application in accordance with the NOFA, AHSC Guidelines, and Application Package. The AHSC Funding proceeds are to be used and expended on allowable capital asset project expenditures to be identified in Exhibit A of the Standard Agreement. The AHSC co -application will be incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the co -application are enforceable through the Standard Agreement. Section 5. The Acting Director, or her or his designee, is hereby authorized and directed to act on behalf of City in connection with an award of AHSC Funding, and to enter into, execute, and deliver any and all documents required or deemed necessary or appropriate to evidence the AHSC Funding, the City's obligations related thereto, and State HCD's security therefor. These AHSC Documents that implement the AHSC Funding may include, but are not limited to, a State of California Standard Agreement, a regulatory agreement, a promissory note, a deed of trust and security agreement, and any and all other documents required or deemed reasonably necessary or appropriate by State HCD as security for, evidence of, or pertaining to the AHSC Funding, and all amendments thereto. Section 6. The City will be subject to the terms and conditions that are specified in the Standard Agreement; the co -application is incorporated as part of the Standard Agreement; any and all activities and improvements funded, information provided, and timelines in the co -application are enforceable through the Standard Agreement; and, the City will cause use and expenditures of the 4836-2485-1175v3/022620-0091 AMSC Funding in accordance with the AHSC Guidelines, other applicable rules and laws, and the AHSC Documents. Section 7. The Acting Director, and her or his designee, is authorized to execute in the name of City the AHSC Program co -application package and the AHSC Program Documents as required by State HCD for participation in the AHSC Program. Section 8. The Acting Director, and her or his designee, is authorized to negotiate and execute an agreement with Developer that allocates certain responsibilities and liabilities of the City and the Developer (and assignee LP Developer) to the Developer (and assignee LP Developer) based on AHSC Funding awarded to the City and Developer as co -applicants. Section 9. The Acting Director, or her or his designee, is authorized and directed to accept and implement AHSC Funding in accordance with the AHSC Documents. The City acknowledges that if the co -application for AHSC Funding is approved, the City of Anaheim Public Works Department will cooperate and participate with Developer causing completion of the improvements to be delineated in the Program Application, including the intended urban greening, bike lanes, curb ramp improvements, lighting and other pedestrian and transit -related amenities. Section 10. The Acting Director, or her or his designee, is authorized, as and if necessary, to enter into sub -recipient agreement(s) with the Developer (or its assignee LP Developer) to pass- through the AHSC Funding, if received by the City for the eligible expenses described in the co - application package and Standard Agreement. Section 11. The City Council determines that the previously -certified Environmental hnpact Report ("EIR") No. 350, prepared for the Beach Boulevard Specific Plan ("BBSP"), adequately analyzed the proposed Project pursuant to California Environmental Quality Act (CEQA) and the CEQA Guidelines Section 15162. In 2018, the City Council certified EIR No. 350 in conjunction with its approval of the BBSP. The proposed Project, including without limitation the AHSC Funding, would implement the BBSP MU -H Development Area development standards. Section 15162 of the CEQA Guidelines generally states that when a lead agency certifies an EIR for a project, the lead agency shall not require the preparation of a subsequent EIR unless the lead agency determines that the proposed project will result in new significant environmental effects or a substantial increase in the severity of previously identified significant effects. The City caused to be prepared an Initial Study Checklist that confirms that EIR No. 350 adequately analyzed the Project and that no further environmental review, action or findings under CEQA are required. Section 12. This Resolution shall be effective upon adoption. Section 13. The City Clerk shall certify to the adoption of this Resolution. 4 4836-2485-1175v3/022620-0091 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS 181h DAY OF MAY, 2021 BY THE FOLLOWING ROLL CALL VOTE: AYES: Mayor Sidhu and Council Members Faessel, Diaz, Brandman, Moreno, Valencia, and O'Neil NOES: None ABSTAIN: None ABSENT: None CI1 M. A i� City Clerk 4836-2485-1175v3/022620-0091 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2021-045 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 18th day of May, 2021 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Faessel, Diaz, Brandman, Moreno, Valencia, and O'Neil NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of May, 2021. CITY C ERK OF THE CITY OF ANAHEIM (SEAL)