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AHA-2021-002RESOLUTIONNO. AHA -2021-002 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY APPROVING A PRELIMINARY AWARD LETTER REGARDING THE 39 COMMONS II AFFORDABLE HOUSING PROJECT BETWEEN THE ANAHEIM HOUSING AUTHORITY AND GREENLAW 39 COMMONS BEACH, LLC; AUTHORIZING THE ACTING EXECUTIVE DIRECTOR OF THE ANAHEIM HOUSING AUTHORITY TO EXECUTE AND IMPLEMENT THE PRELIMINARY AWARD LETTER; AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO NEGOTIATE THE TERMS OF AND FINALIZE AN AFFORDABLE HOUSING AGREEMENT, THE GROUND LEASE, AND OTHER IMPLEMENTING AGREEMENTS AND INSTRUMENTS AND TO IMPLEMENT SUCH AGREEMENTS AND INSTRUMENTS, INCLUDING AUTHORIZING THE ISSUANCE OF WARRANTS; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH 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, the City of Anaheim ("City") is a California municipal corporation and charter city; and WHEREAS, the Authority maintains a Low and Moderate Income Housing Asset Fund ("Housing Asset Fund") pursuant to Health and Safety Code Sections 34176 and 34176.1, which Rinds are available to the Authority to assist in the development and operation of rental housing in the City that is affordable to persons and families of low, very low and extremely low income; and WHEREAS, Greenlaw 39 Commons Beach, LLC ("Developer") has proposed to the Authority that Developer, and its assignee, 39 Commons Beach Affordable, LP, a California limited partnership ("LP Developer"), of which Affordable Housing Access, a California non-profit public benefit corporation, or its wholly owned subsidiary or affiliate ("Non -Profit"), is the managing general partner and 39 Commons Beach Affordable Housing, LLC, a California limited liability company, is a partner, negotiate and thereafter enter into a comprehensive affordable housing agreement ("AHA"), including a ground lease of the Site ("Ground Lease") and other implementing agreements and instruments, all concerning and related to the construction, development, operation, management and maintenance of a 100 -unit multi -family affordable rental project with ancillary parking structure and onsite amenities ("Project") to be located on an approximately 1.796 -acre site consisting of Authority -owned land located at 212 South Beach Boulevard, Anaheim, California 92805 ("Site"); and WHEREAS, Authority and Developer have negotiated the terms of a certain Preliminary Award Letter ("Award Letter") under which the Authority commits to make an Authority Loan in an original principal amount of not less than $7,500,000 ("Authority Loan") and to enter into the AHA and Ground Lease of the Site, all subject to that certain Award Letter Condition Precedent by which the Developer (and/or assignee LP Developer) shall make certain applications: (1) to the California Tax Credit Allocation Committee ("TCAC") for a reservation of 4% Tax Credits; (2) to the California Debt Limit Allocation Committee ("CDL.AC") for an award and allocation for the Authority to issue multi -family housing revenue Bonds; (3) to the Strategic Growth Council and the State of California, Housing and Community Development Department 4829-9722-3399v3/022620-0091 ("State HCD") for funding under the Affordable Housing and Sustainable Communities Program ("AHSC"); and (4) to State HCD for funding under the Infill Infrastructure Program ("IIG"), all as more fully described in the Award Letter; and WHEREAS, the Developer (and assignee LP Developer) are experienced in the construction, development, operation and management of high quality housing in Southern California; and WHEREAS, it is contemplated under the Award Letter, and thereby the implementing AHA, as hereafter negotiated and proposed, that Developer (or assignee LP Developer) will ground lease the Site from the Authority and develop and operate on the Site the Project to be maintained and managed in accordance with the AHA, the Ground Lease and other implementing instruments to be entered into between the Authority and Developer (or assignee LP Developer) with respect to the Project, throughout the 55-60 year Affordability Period; and WHEREAS, the Project is vital to and in the best interest of the City and the health, safety and welfare of its residents, and is in accordance with the public purposes of applicable state and local laws and requirements; and WHEREAS, the Authority has prepared such notices, plans and reports as may be required in connection with its consideration of this matter and has made available for public inspection all such matters prior to its consideration of and action on this matter; and WHEREAS, the Authority and City held a joint public hearing to consider the transaction contemplated by the Award Letter in accordance with the Housing Authorities Law, the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., including HSC Section 33433, and. Division 24, Part 1.85 of the HSC, Section 34170, et seq. ("Dissolution Law"); and WHEREAS, the Authority has duly considered all terms and conditions of the Award Letter and believes that the Project is in the best interests of the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, BE IT RESOLVED BY THE ANAHEIM HOUSING AUTHORITY: Section 1. The Authority Board finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Authority Board hereby finds and determines, based on all documentation, testimony and other evidence in the record before it, that (a) the AHA and Ground Lease of the Site for development of the Project will assist in the elimination of blight by allowing land (i.e., the Site) constrained with infrastructure deficiencies to be developed with a new 100 -unit affordable rental housing project, and (b) the consideration being paid to the Authority is not less than the fair reuse value at the use and with the covenants and conditions and development costs to be set forth in the AHA and Ground Lease. Section 3. The Authority Board hereby approves the Award Letter between the Authority and Developer, with such changes as may be mutually agreed upon by the Acting Executive Director of Anaheim Housing Authority (or her or his designee), the City Attorney, and the Developer, respectively, as are minor and in substantial conformance with the form of the Award Letter submitted herewith. The Acting Executive Director and the Authority Secretary (City Clerk) are 4829-9722-3399v3/022620-0091 hereby authorized to execute and attest the Award Letter, and subsequently and subject to compliance with the conditions set forth in the Award Letter, negotiate the terms and conditions of the AHA, the Ground Lease, and the other and various implementing agreements and instruments on behalf of the Authority so long as in substance consistent with the transaction contemplated by the Award Letter. In such regard, the Acting Executive Director (or her or his designee) is authorized (a) to sign the final version of the Award Letter after completion of any such non -substantive, minor revisions, and (b) to negotiate and execute the final versions of the AHA, Ground Lease, and other instruments implementing the Project as set forth in the Award Letter, as determined to be appropriate and in substantial conformity with the terms and conditions of the Award Letter. Copies of the final form of the Award Letter, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Acting Executive Director (or her or his designee) is authorized to implement the Award Letter and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Award Letter. The Acting Executive Director (or her or his designee) is hereby authorized to the extent necessary during the implementation of the Award Letter to make technical or minor changes and interpretations of the Award Letter after execution, as necessary to properly implement and carry out the Award Letter, including all exhibits thereto, provided any and all such changes shall not in any manner materially affect the rights and obligations of the Authority under the Award Letter. The Acting Executive Director, in her or his sole discretion, may present the AHA, Ground Lease, and/or other implementing agreement(s) or instruments to the Authority as and if she or he deems necessary and shall present such document(s) for Authority consideration and action if materially and/or substantively beyond the terms and conditions of the Award Letter. Section 4. In addition to the authorization of Section 3 above, the Acting Executive Director is hereby authorized, on behalf of the Authority, to sign all other documents necessary or appropriate to carry out and implement the Award Letter, including causing the issuance of warrants in implementation thereto, and to administer the Authority's obligations, responsibilities and duties to be performed under the Preliminary Award Letter and agreements subsequently executed to implement the Award Letter, including all exhibits thereto. Section 5. The Authority determines that the Environmental Impact Report ("EIR") No. 350 previously certified by the City Council, which was 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 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, by it or an implementing agency, 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 (and Authority staff) 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 6. This Resolution shall be effective upon adoption. Section 7. The Authority Secretary shall certify to the adoption of this Resolution. 4829-9722-3399v3/022620-0091 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE ANAHEIM HOUSING AUTHORITY THIS 18" DAY OF MAY 2021, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Sidhu and Authority Members Faessel, Diaz, Brandman, Moreno, Valencia, and O'Neil NOES: None ABSTAIN: None ABSENT: None ANA EST: Authori _ ecretary 4829-9722-3399x3/022620-0091 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing is the original Resolution No. AHA 2021-002 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 18th day, of May. 2021, by the following vote of the members thereof: AYES: Chairman Sidhu and Authority 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. i r SECRETA Y OF THE ANAHEIM HOUSING AUTHORITY (SEAL)