AHA-2014-006 RESOLUTION NO. �A-2014-006
A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY
AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING
REVENUE NOTES IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $15,000,000 FOR THE PURPOSE OF FINANCING
THE ACQUISITION, REHABILITATION AND EQUIPPING OF THE
VILLAGE CENTER APARTMENTS RENTAL HOUSING PROJECT;
APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO
ISSUE THE NOTES, COMPLETE THE TRANSACTION AND
IMPLEMENT TffiS RESOLUTION, AND RATIFYING AND
APPROVING ANY ACTION HERETOFORE TAKEN IN
CONNECTION WITH THE NOTES
WHEREAS, pursuant to the Housing Authorities Law, Chapter 1 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 or notes for the
purpose of financing the acquisition, construction, rehabilitation, refinancing, development, and
operation of multifamily rental housing; and
WHEREAS, Village Center Preservation Limited Partnership, a California limited
partnership (the "Developer"), intends to acquire, rehabilitate and equip a 100-unit multifamily
residential project for seniors on that certain real property located at 200 East Lincoln Avenue in the
City of Anaheim, California (together, "Project"); and
WHEREAS, the Developer has requested Authority to issue tax-exempt multifamily housing
revenue notes in an aggregate principal amount not to exceed $15,000,000 (the "Obligations") and to
loan the proceeds of the Obligations to the Developer to finance the acquisition, rehabilitation and
equipping through completion of the Project, and
WHEREAS, Authority, by action of its Governing Board ("Governing Board"), desires to
assist the 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 Obligations and
financing of the Project; and
WHEREAS, the Authority intends to enter into a Funding Loan Agreement, by and between
the Authority and Citibank, N.A. (the "Funding Lender"), dated as of July 1, 2014 (the "Funding
Loan Agreement"), whereby the Funding Lender will loan the Authority up to $15,000,000 (the
"Funding Loan") to loan to the Borrower pursuant to that certain Borrower Loan Agreement, to be
entered into by and between the Authority and the Borrower, dated as of July 1, 2014 (the "Borrower
Loan Agreement"} to provide the Borrower with up to $15,000,000 (the `Borrower Loan") to
provide financing to acquire, rehabilitate and equip the Project; and
WHEREAS, pursuant to the Funding Loan Agreement, the Authority intends to execute and
deliver to the Funding Lender its Obligations evidencing its obligation to make the payments due to
the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement; and
F:ADocs\DEVSVCS\RESOLUTN\Resolution Village Center Apartment Bond 2014.doc
WHEREAS, the Authoriry's obligation to repay the Obligations shall be limited solely to the
multifamily note executed and delivered by the 3orrower to the Authority (the `Borrower Note") and
other moneys and security pledged under the Funding Loan Agreement and Borrower Loan
Agreement; and
WHEREAS, the Authority will loan the proceeds of the Obligations to the Borrower and the
Borrower will use the proceeds of the Obligations exclusively to finance the costs of acquisition and
rehabilitation of the Project and the costs of issuing the Obligations; 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 notes and the Authority has filed such an application; and
WHEREAS, the Committee has allocated to the Project $I5,000,000 of the State of
California 2012 State ceiling for private activity bonds or notes under Section 146 of the Internal
Revenue Code of 1986; and
WHEREAS, it is the intent of the Authority to enter into bond documentation to govern the
Obligations to be issued (collectively, the "Transaction Documents"), including: (1} the Funding
Loan Agreement; (2) the Borrower Loan Agreement; and (3} a regulatory agreement and declaration
of restrictive covenants, by and between the Authority and the Borrower, dated as of July l, 2014
(the "Regulatory Agreement"); 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.
NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY
RESOLVE AS FOLLOWS:
1. Authorization of Obli ations. In accordance with the Ac� and pursuant to the
Funding Loan Agreement and the Borrower Loan Agreement, the City is authorized to issue, execute
and deliver the Obligations in an aggregate principal amount not to exceed $15,000,000, with an
interest rate or rates, a maturity date or dates and other terms as provided in the Funding Loan
Agreement as finally executed for the Obligations; provided, however, that the maximum interest
rate on the Obligations shall not exceed 12 percent per annum and the final maturity of the
Obligations shall not exceed 40 years from the date of issuance. The outstanding principal amount of
the Obligations shall be in the amounts advanced by the owner of the Obligations from time to time
to fund the loan to the Borrower, not to exceed the aggregate principal amount of $15,000,000. The
Obligations shall be in the form set forth in and otherwise in accordance with the Funding Loan
Agreement, and shall be executed on behalf of Authority by the manual or facsimile signature of the
Chairman of the Autharity ("Chairman") or the Executive Director of the Authority ("Executive
Director," and, together with the Chairman, the "Authorized Officers"), and the manual or facsimile
seal of the Authority shall be impressed or reproduced thereon and the Obligations shall be attested
by the manual or facsimile signature of the Secretary of the Authority ("Secretary").
2. A�proval of Transaction Documents. The proposed form of each of the Transaction
Documents presented at this meeting is hereby approved, and any Authorized Officer is authorized to
execute, and the Secretary is authorized to attest, the Transaction Documents in substantially said
form, with such additions thereto and changes therein as such Authorized Officer may approve or
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recommend in accordance with Section 3 hereof. Additionally, the proposed form of Borrower Note
to be executed by the Borrower in connection ��ith the issuance of the Obligations presented at this
meeting is hereby approved.
3. Apnroval 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 Transaction Documents or other documents
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 Developer from the proceeds of the Obligations.
4. Actions Ratified and Authorized. All actions heretofore taken by the officers,
employees and agents of Authority with respect to the issuance of the Obligations 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 Transaction Documents and the other documents
herein approved, which they, or any of them, may deem necessary ar advisable in order to
consummate the lawful issuance and delivery of the Obligations 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 Obligations, any Deputy Secretary of the Authority may sign on behalf of the
Secretary.
5. Further Consents, Approvals and Other Actions. All consents, approvals, notices,
orders, requests and other actions permitted or reyuired by any of the documents authorized by this
Resolution or otherwise appropriate in the administration of the Obligations 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 Obligations, or any redemption of the Obligations 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 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.
6. Conflictin� Resolutions Repealed. As to the Obligations, all prior resolutions or parts
thereof, if any, in conflict herewith are, to the extent of such conflict, repealed.
7. Severabilitv. If any section, paragraph or provision of this Resolution shall be held to
be invalid or unenfarceable 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.
8. Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon
its adoption.
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9. Certification. The Secretary shall certify to the passage and adoption of this
Resolution.
/Remairr�der of t/Tis Pabcr intentionally Left BlankJ
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THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE
GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS 15th DAY OF
JULY, 2014, BY THE FOLLOWING ROLL �ALL VOTE:
AYES: C�airman Tait, Authority Members Eastman, Murray, Brandman and Kring
NOES: None
ABSTAIN: None
ABSENT: None
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CHAIRMAN
ATTES :
AUTHORITY SECRETARY
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