Loading...
AHA-1985-021RESOLUTION NO. AHA 85 -21 RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF ANAHEIM HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS, 1985 SERIES C (WEST ANAHEIM ROYALE PROJECT), AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT, REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS, INTERCREDITOR AGREEMENT, REMARKETING AGREEMENT, PRIVATE PLACEMENT MEMORANDUM AND BOND PURCHASE AGREEMENT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS, ALLOCATING PRIVATE ACTIVITY BOND LIMIT AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 1 of Part 2 of Division 24 of the Health and Safety Code of the State of California (the "Act ") authorizes housing authorities to incur indebtedness for the purpose of financing the construction or development of multifamily rental housing within their area of operation, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; WHEREAS, the Anaheim Housing Authority (the "Authority ") hereby finds and declares that it is necessary, essential and a public purpose for the Authority to engage in a program (the "Program ") of financing the construction and development of multifamily rental housing, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; WHEREAS, the Authority hereby finds and declares that this Resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, a notice of a public hearing with respect to the proposed issuance of the Bonds (hereinafter defined) and the financing of the multifamily congregate care rental housing development (the "Project ") with the proceeds thereof has been published in a newspaper of general circulation in the City of Anaheim, California (the "City ") not less than fourteen days prior to the date of such hearing; 1 WHEREAS, said public hearing was held before the City Council of the City, and an opportunity was provided for interested parties to present__ arguments for and against the issuance of the Bonds and the financing of the Project with the proceeds of the Bonds; WHEREAS, the City Council of the City, pursuant to Section 103(n) of the Internal Revenue Code of 1954, as amended, the Proclamation of the Governor of the State of California dated as of July 14, 1984 (the "Proclamation ") and a resolution adopted this date, has transferred to the Authority $4,664,000 of its Private Activity Bond Limit (as defined in the Proclamation) for use by the Authority in connection with the financing of the Project; WHEREAS, the Authority desires to allocate the $4,664,000 Private Activity Bond Limit transferred to it by the City Council of the City to the financing of the Project; WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the implementation of the Program as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; and WHEREAS, since rent subsidies or other financial aid from the federal or state government are not readily available for the Project to be financed with the proceeds of the Bonds, the Authority hereby finds that it is not economically feasible to reserve one -half of the units in the Project available for occupancy on a priority basis to low- income households for occupancy on a priority basis by individuals and families whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area, as median adjusted gross income may, from time to time, be determined pursuant to Section 8 of the United States Housing Act of 1937. NOW, THEREFORE, BE IT RESOLVED by the Anaheim Housing Authority, as follows: 1. The Authority hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue bonds of the Authority, designated as "Anaheim Housing Authority._ Multifamily Housing Revenue Bonds, 1985 Series C (West Anaheim Royale Project)" in an 2 aggregate principal amount not to exceed $4,664,000 (the "Bonds "), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chairman of the Authority, the facsimile of the seal of the Authority shall heeSecretarye thereon and ty in t by the he form manual forth in facsimile signature o and otherwise in accordance with the Indenture. 3. The proposed form of indenture of trust (the "Indenture ") between the Authority and Security Pacific National Bank (the "Trustee "), in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture, and the Secretary of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to attest the signature of the Chairman of the Authority, in substantially said form, with such additions thereto or changes therein as are approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority (including such additions or changes as are necessary or advisable in accordance with Section 12 hereof, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $4,664,000), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Indenture by the Chairman of the Authority. The date, maturity dates, interest rate or rates, interest payment dates, payme denominations, t, o to rms of redemption other the Bo Bonds execution, place of provided payment, P in the Indenture as finally executed. 4. The proposed form of loan agreement (the "Loan Agreement ") among the Authority, the Trustee and West Anaheim Royale, a California general partnership (the "Developer "), in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed to execute and deliver the Loan Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority including such additions or changes as are necessary such advisable be accordance with Section 12 hereof, the app changes conclusively evidenced by the execution and delivery of said Loan Agreement by the Chairman of the Authority. 5. The proposed form of regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement ") among the Authority, the Trustee and the Developer, in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and 3 directed, for and in the name and on behalf of the Authority, to execute ana deliver the Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 12 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Regulatory Agreement by the Chairman of the Authority. 6. The proposed form of intercreditor agreement (the "Intercreditor Agreement ") among the Authority, Union Bank and the Trustee, in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Intercreditor Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 12 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said Intercreditor Agreement by the Chairman of the Authority. 7. The proposed form of remarketing agreement (the "Remarketing Agreement ") among the Authority, Union Bank and the Developer, in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed for and in the name and on behalf of the Authority, to execute and deliver the Remarketing Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 12 of this Resolution, the approval of such changes to be conclusively evidenced by the execution and delivery of said Remarket - ing Agreement by the Chairman of the Authority. 8. The proposed form of bond purchase agreement (the "Purchase Contract ") among the Authority, Union Bank, Daily Tax Free Income Fund, Inc. (the "Purchaser "), and the Developer in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Purchaser to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 of this Resolution) and to execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as are recommend & - r 4 approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Purchase Contract by the Chairman of the Authority. 9. The propsed form of private placement memorandum relating to the Bonds (the "Placement Memorandum "), in substantially the form presented to this meeting, is hereby approved. The Chairman of the Authority is hereby authorized and directed for and in the name and on behalf of the Authority, to execute and /or deliver the Placement Memorandum in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Chairman of the Authority upon consultation with Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the delivery of said Placement Memorandum by the Chairman of the Authority. Union Bank, in its capacity as placement agent for the Bonds, is hereby authorized to distribute copies of said Placement Memorandum to the Purchaser. 10. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser in accordance with written instructions executed on behalf of the Authority by the Chairman of the Authority, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Purchaser in accordance with the Purchase Contract, upon payment of the purchase price therefor. 11. $4,664,000 of the Private Activity Bond Limit for 1985 of the City which has been assigned to the Authority is hereby allocated by the members of this Authority to the Project. Further, the undersigned hereby certifies under penalty of perjury that the allocation contained in this Resolution was not made in consideration of any bribe, gift, gratuity, or direct or indirect contribution to any political campaign. 12. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of -the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute any and all certificates, agreements and other 5 documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted by the Authority in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement, the Intercreditor Agreement, the Purchase Contract, the Remarketing Agreement, the Placement Memorandum and the other documents herein approved and any certificates, agreements or documents as may be necessary to evidence credit support or additional security for the Bonds. 13. This Resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Housing Authority this 17th day of December, 1985. 10 041 PIS Chairman Anaheim Housing Authority ATTEST: Secretary Anahei. Housing Autho ,ty J2439 C STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing Resolution No. AHA85 -21 was passed and adopted at a regular meeting of the Anaheim Housing Authority held on the 17th day of December, 1985, by the following vote of the members thereof: AYES: AUTHORITY MEMBERS: Kaywood, Overholt, Bay, Pickler and Roth NOES: AUTHORITY MEMBERS: None ABSENT: AUTHORITY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority signed said Resolution on the 17th day of December, 1985. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of December, 1985. 4215 SECRETARY OF THE ANAHEIM VrUSING AUTHORITY (SEAL)