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AHA-2015-003RESOLUTION NO. AHA 2 01 5- 0 0 3 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING REVENUE NOTE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,145,330 FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION AND EQUIPPING OF THE PEBBLE COVE APARTMENTS MULTIFAMILY RENTAL HOUSING PROJECT; AUTHORIZING THE ISSUANCE OF ITS SUBORDINATE MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,000,000 FOR THE PURPOSE OF PROVIDING ADDITIONAL FINANCING FOR THE ACQUISITION, REHABILITATION AND EQUIPPING OF THE PEBBLE COVE APARTMENTS MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTE, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE NOTE 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, 2555 West Winston Road, LP, a California limited partnership (the "Borrower"), intends to acquire, rehabilitate and equip a 110 -unit plus one manager's unit multifamily residential project on that certain real property located at 2555 West Winston Road in the City of Anaheim, California (the "Project"); and WHEREAS, the Borrower has requested Authority to issue a tax-exempt multifamily housing revenue note in an aggregate principal amount not to exceed $13,145,330 (the "Senior Obligation" or "Governmental Note") and to loan the proceeds of the Governmental Note to the Borrower to finance the acquisition, rehabilitation and equipping through completion of the Project, and WHEREAS, in addition to the Senior Obligation, the Borrower has requested Authority to issue a series of taxable multifamily housing revenue bonds subordinate to the Senior Obligation in an aggregate principal amount not to exceed $4,000,000 (the "Subordinate Obligations," and, together with the Senior Obligation, the "Obligations") and to loan the proceeds of the Subordinate Obligations to the Borrower 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 Borrower 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 DOCSOCI1714235v31022620-0047 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 among the Authority, Wilmington Trust, National Association (the "Fiscal Agent") and Oak Grove Commercial Mortgage, LLC (the "Funding Lender'), dated as of August 1, 2015 (the "Funding Loan Agreement"), whereby the Funding Lender will loan the Authority up to $13,145,330 (the "Funding Loan") and the Authority will use the proceeds of such Funding Loan to make a loan to the Borrower pursuant to that certain Project Loan Agreement, to be entered into by and among the Authority, the Fiscal Agent and the Borrower, dated as of August 1, 2015 (the "Project Loan Agreement") in an amount up to $13,145,330 (the "Project 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 Governmental Note evidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in the Funding Loan Agreement; and WHEREAS, the Authority's obligation to repay the Governmental Note shall be limited solely to the multifamily note executed and delivered by the Borrower to the Authority (the "Project Note") and other moneys and security pledged under the Funding Loan Agreement and Project Loan Agreement; and WHEREAS, the Authority intends to enter into a Subordinate Indenture, by and between the Authority and the Fiscal Agent, dated as of August 1, 2015 (the "Subordinate Indenture"), whereby the Authority will issue the Subordinate Obligations up to $4,000,000, and the Authority will use the proceeds of the Subordinate Obligations to make a subordinate loan to the Borrower pursuant to that certain Subordinate Loan Agreement, to be entered into by and between the Authority and the Borrower, dated as of August 1, 2015 (the "Subordinate Loan Agreement") in an amount up to $4,000,000 (the "Subordinate Loan") to provide financing in addition to the Senior Obligation to acquire, rehabilitate and equip the Project; and WHEREAS, the Authority's obligation to repay the Subordinate Obligations shall be limited solely to the subordinate multifamily note executed and delivered by the Borrower to the Authority pursuant to the Subordinate Loan Agreement (the "Subordinate Project Note") and other moneys and security pledged under the Subordinate Indenture and the Subordinate 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, rehabilitation and equipping 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 $13,145,330 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 documentation to govern the Obligations to be issued (collectively, the "Transaction Documents"), including: (1) the Funding K DOCSOCl1714235v3l022620-0047 Loan Agreement; (2) the Project Loan Agreement; (3) a regulatory agreement and declaration of restrictive covenants, by and between the Authority and the Borrower, dated as of August 1, 2015 (the "Regulatory Agreement"); (4) the Subordinate Indenture; and (5) the Subordinate Loan 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 Governmental Note. In accordance with the Act and pursuant to the Funding Loan Agreement and the Project Loan Agreement, the Authority is authorized to issue, execute and deliver the Governmental Note in an aggregate principal amount not to exceed $13,145,330, 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 Governmental Note; provided, however, that the maximum interest rate on the Governmental Note shall not exceed 12 percent per annum and the final maturity of the Governmental Note shall not exceed 40 years from the date of issuance. The Governmental Note 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 Authority ("Chairman") or the Executive Director of the Authority ("Executive Director," and, together with the Chairman, the "Authorized Officers"), and shall be attested by the manual or facsimile signature of the Secretary of the Authority ("Secretary"). 2. Authorization of Subordinate Obliagtions. In accordance with the Act and pursuant to the Subordinate Indenture and the Subordinate Loan Agreement, the Authority is authorized to issue, execute and deliver the Subordinate Obligations in an aggregate principal amount not to exceed $4,000,000, with an interest rate or rates, a maturity date or dates and other terms as provided in the Subordinate Indenture as finally executed for the Subordinate Obligations; provided, however, that the maximum interest rate on the Subordinate Obligations shall not exceed 12 percent per annum and the final maturity of the Subordinate Obligations shall not exceed 40 years from the date of issuance. The Subordinate Obligations shall be in the form set forth in and otherwise in accordance with the Subordinate Indenture, and shall be executed on behalf of Authority by the manual or facsimile signature of the Chairman or the Executive Director, and shall be attested by the manual or facsimile signature of the Secretary. 3. Approval 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 recommend in accordance with Section 3 hereof. 4. Approval of Changes to Documents. Any Authorized Officer executing a document approved herein, in consultation with General Counsel to the Authority ("General Counsel") and Stradling Yocca Carlson & Rauth, a Professional Corporation, as Special Counsel to the Authority ("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 3 DOCSOCl1714235v31022620-0047 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 Borrower from the proceeds of the Obligations. 5. 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 or 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. 6. 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 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. 7. Conflicting_ 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. 8. 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. 9. Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon its adoption. 10. Certification. The Secretary shall certify to the passage and adoption of this Resolution. 4 DOCSOCl1714235v31022620-0047 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS FOURTH DAY OF AUGUST, 2015, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Tait, Authority Members Murray, Brandman, Kring, and Vanderbilt NOES: None ABSTAIN: None ABSENT: None :1. s DOCSOC11714235v31022620-0447