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AHA-2022-009 RESOLUTION NO. AHA—2 0 2 2—0 0 9 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING REVENUE BONDS IN ONE OR MORE SERIES IN A CUMULATIVE AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,360,000 FOR THE PURPOSE OF PROVIDING ADDITIONAL FINANCING FOR THE ACQUISITION AND REHABILITATION OF THE BUENA ESPERANZA APARTMENTS (FORMERLY KNOWN AS JAMBOREE ANAHEIM PSH APARTMENTS) MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE BONDS, SUBSTANTIALLY IN THE FORM ATTACHED HERETO, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE BONDS ' 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, La Palma Housing Partners, LP, a California limited partnership (the "Borrower"), is acquiring, rehabilitating and equipping a 69-unit plus one manager's unit multifamily residential project known as the "Buena Esperanza Apartments" (formerly known as "Jamboree Anaheim PSH Apartments") on that certain real property located at 2691 La Palma Avenue in the City of Anaheim, California(together, "Project"); and WHEREAS, the Borrower previously requested the Authority issue tax-exempt multifamily housing revenue bonds in one or more series in an aggregate principal amount not to exceed $12,200,000 (the "2020 Bonds") and to loan the proceeds of the 2020 Bonds to the Borrower to finance the acquisition, rehabilitation and equipping through completion of the Project, and WHEREAS, the Authority previously issued its 2020 Bonds pursuant to a Trust Indenture, by and between the Authority and Wilmington Trust, National Association, as trustee (the "Trustee"), dated as of April 1, 2020 (the "Original Indenture"), and loaned the proceeds of the 2020 Bonds to the Borrower pursuant to the Loan Agreement, by and between the Authority and the Borrower, dated as of April 1, 2020(the"Original Loan Agreement"); and WHEREAS, in connection with the issuance of the 2020 Bonds, the Borrower and the Authority entered into the Regulatory and Declaration of Restrictive Covenants, dated as of April 1, 2020 (the "Original Regulatory Agreement," and, together with the Original Indenture and the Original Loan Agreement,the"Original Bond Documents"); and 4814-0897-0932 v5/022620-0078 WHEREAS, the Borrower now desires to issue an additional series of bonds to be secured on a pro rata basis with the 2020 Bonds in an aggregate not to exceed $1,360,000 (the "2022 Bonds," and, together with the 2020 Bonds, the "Bonds") and to amend the Original Bond Documents to provide for the issuance of the 2022 Bonds and to make certain other amendments with respect to the variable interest rate with respect to the 2020 Bonds and the conversion of the 2020 Bonds to a permanent rate under the Original Indenture; 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 such purposes it is desirable for Authority to provide for the additional issuance of the 2022 Bonds and financing of the Project; and WHEREAS,the Authority will loan the proceeds of the 2022 Bonds to the Borrower and the Borrower will use the proceeds of the 2022 Bonds exclusively to finance the costs of acquisition and rehabilitation of the Project and the costs of issuing the 2022 Bonds; 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 an additional $1,360,000 of the State of California 2022 State ceiling for private activity bonds or notes under Section 146 of the Internal Revenue Code of 1986; NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: 1. Authorization of 2022 Bonds. In accordance with the Act and pursuant to the Original Indenture, as amended and supplemented by the First Supplemental Indenture, by and between the Authority and the Trustee, dated as of October 1, 2022 (the "First Supplemental Indenture," and, together with the Original Indenture, the "Indenture"), Authority authorizes issuance of bonds designated as "Anaheim Housing Authority Multifamily Housing Revenue Bonds (Jamboree Anaheim PSH Apartments), 2022 Series A" in one or more series in a cumulative and aggregate principal amount not to exceed $1,360,000, with an interest rate or rates, a maturity date or dates and other terms as provided in the Indenture as finally executed for the 2022 Bonds; provided, however, that the maximum interest rate on the 2022 Bonds shall not exceed 12 percent per annum and the final maturity of the 2022 Bonds shall not exceed 40 years from the date of issuance. The outstanding principal amount of the 2022 Bonds shall be in the amounts advanced by the owner of the 2022 Bonds from time to time to fund the additional Loan as defined in the Indenture, not to exceed the aggregate principal amount of $1,360,000. The 2022 Bonds shall be in the form set forth in and otherwise in accordance with the Indenture, 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 the manual or facsimile seal of the Authority shall be impressed or reproduced thereon and the Bonds shall be attested by the manual or facsimile signature of the Secretary of the Authority("Secretary"). 2 4814-0897-0932v5/022620-0078 2. Approval of Transaction Documents. The proposed form of each of the First Supplemental Indenture, the First Supplemental Loan Agreement, by and between the Borrower and the Authority, dated as of October 1, 2022 (the "First Supplemental Loan Agreement") and the First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants, by and between the Authority and the Borrower, dated as of April 1, 2020 (the "First Amendment to Regulatory Agreement," and, together with the First Supplemental Indenture and the First Supplemental Loan Agreement 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. 3. Approval of Changes to Documents. Any Authorized Officer executing a document approved herein, in consultation with General Counsel and Bond 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 Borrower from the proceeds of the 2022 Bonds. 4. Actions Ratified and Authorized. All actions heretofore taken by the officers, employees and agents of Authority with respect to the issuance of the Bonds 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 2022 Bonds 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 Bonds,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 required by any of the documents authorized by this Resolution or otherwise appropriate in the administration of the Bonds 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 Bonds, or any redemption of the Bonds 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. Conflicting Resolutions Repealed. As to the 2022 Bonds, all prior resolutions or parts thereof, if any, in conflict herewith are, to the extent of such conflict, repealed. 3 4814-0897-0932v5/022620-0078 7. 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. 8. Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon its adoption. 9. Certification. The Secretary shall certify to the passage and adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS 4TH DAY OF OCTOBER,2022,BY THE FOLLOWING ROLL CALL VOTE: AYES: Vice-Chairman O'Neil and Authority Members Diaz Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSTAIN: None ABSENT: None [Chairperson vacancy] VI E CHAIRMAN • H TY SECRETARY APPROVED AS TO FORM: OFFI E OF T CfiTY ATTORNEY By: L APPROVED AS TO FORM: STRADLING YOCCA CARLSON & RAUTH 4. 4Y Bradley R.N , Esq. 4 4814-0897-0932v5/022620-0078 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-2022-009 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 4th day of October, 2022, by the following vote of the members thereof: AYES: Vice-Chairman O'Neil and Authority Members Diaz, Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSTAIN: None ABSENT: None [Chairperson vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of October, 2022. SECR ARY OF THE ANAHEIM HOUSING AUTHORITY (SEAL)