AHA-2008-001RESOLUTION NO. AHA-2008-001
A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM
HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS
MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $24,215,000 FOR THE
PURPOSE OF FINANCING THE ACQUISITION AND
REHABILITATION OF THE BEL'AGE MANOR APARTMENTS
MULTIFAMILY RENTAL HOUSING PROJECT AND
REFINANCING THE PROJECT, APPROVING AND AUTHORIZING
THE EXECUTION AND DELIVERY OF ANY AND ALL
DOCUMENTS NECESSARY TO ISSUE THE BONDS AND
IMPLEMENT THIS RESOLUTION, AND RATIFYING AND
APPROVING ANY ACTION HERETOFORE' TAKEN IN
CONNECTION WITH THE BONDS
WHEREAS, pursuant to Chapter 1 of Part 2 of Division 24 of the California Health and
Safety Code (the "Act"), the Anaheim Housing Authority (the "Authority") is empowered to issue
revenue bonds for the purpose of financing the acquisition, construction, rehabilitation, refinancing
or development of multifamily rental housing, and to issue bonds for the purpose of refunding bonds
previously issued by the Authority; and
WHEREAS, Belage Preservation, Limited Partnership, a California limited partnership (the
"Owner"), intends to acquire and rehabilitate a 178-unit plus 2 manager's unit project located at 1660
W. Broadway, in the City of Anaheim, California (the "Project"); and
WHEREAS, the Owner has requested the Authority issue tax-exempt multifamily housing
revenue bonds and loan the proceeds of the bonds to the Owner to finance the acquisition and
rehabilitation of the Project, and
WHEREAS, the Authority previously issued its Variable Rate Demand Multifamily Housing
Revenue Bonds (Bel Age Apartments Project,), 1990 Series A (the "1990 Bonds"), and, in
connection therewith, the Authority, Hyuk Lee and Shin Y Lee (the "Prior Owners") and Bankers
Trust Company of California, National Association, as trustee (the "1990 Trustee"), entered into a
Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1990 (the "1990
Regulatory Agreement"}; and
WHEREAS, under the 1990 Regulatory Agreement, "Affordable Rents," as defined therein
are adjusted annually by an "Annual Adjustment Factor," as defined therein; and
WHEREAS, the Owner has requested the Authority amend the 1990 Regulatory Agreement
to remove the Annual Adjustment Factor and to otherwise make the restrictions set forth in the 1990
Regulatory Agreement consistent with the Regulatory Agreement (as defined in paragraph 3 below);
and
WHEREAS, the Governing Board of the Authority (the "Governing Board") desires to assist
the Owner 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
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purposes it is desirable for the Authority to provide for the issuance of the bonds and financing of the
Project; and
WHEREAS, the Authority will loan the proceeds of the bonds to the Owner; and
WHEREAS, Government Code Section 8869.85 requires a local agency to file an
application with the California Debt Limit Allocation Committee (the "Committee") prior to the
issuance of tax-exempt multifamily housing revenue bonds and the Authority has filed such an
application; and
WHEREAS, the Committee has allocated to the Project $24,215,000 of the State of
California 2007 State ceiling for private activity bonds under Section 146 of the Internal Revenue
Code of 1986; and
WHEREAS, there have been prepared and presented to the Governing Board for
consideration at this meeting the forms of various documents as described herein; and
WHEREAS, it appears that each of the documents and instruments described herein now
before this meeting is in appropriate form and is an appropriate instrument to be executed and
delivered for the purposes intended.
NOW, THEREFORE, THE GOVERNING BOARD OF THE ANAHEIM HOUSING
AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
1. Authorization of Bonds. In accordance with the Act and pursuant to the Master
Pledge and Assignment (hereinafter defined), the Authority is authorized to issue the bonds to be
designated as "Anaheim Housing Authority Multifamily Housing Revenue Bonds (Bel Age Manor
Apartments Project), Series 2008A" (the "Bonds"}, in an aggregate principal amount not to exceed
$24,215,000, with an interest rate or rates, a maturity date or dates and other terms as provided in the
Master Pledge and Assignment as finally executed for the Bonds. The Bonds shall be in the form set
forth in and otherwise in accordance with the Master Pledge and Assignment, and shall be executed
on behalf of the Authority by the manual or facsimile signature of the Chairman of the Authority (the
"Chairman") or the Executive Director of the Authority (the "Executive Director"}, 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 (the "Secretary"}.
2. Approval of Master Pledge and Assi ng ment. The form of Master Pledge and
Assignment pursuant to which the Bonds may be issued (the "Master Pledge and Assignment"), by
and among the Authority, Union Bank of California, N.A., as Agent (the "Agent") and Union Bank
of California, N.A., as Holder, in substantially the form presented to the Governing Board, a copy of
which is on file with the Secretary, is hereby approved. The Chairman or Executive Director of the
Authority, or any designee thereof (each, an "Authorized Officer") is authorized to execute, and the
Secretary is authorized to attest, the Master Pledge and Assignment in substantially said form, with
such additions thereto and changes therein as such Authorized Officer may approve or recommend in
accordance with Section 6 hereof. The date, maturity date or dates, interest rate or rates, interest
payment dates, denominations, form, registration privileges, manner of execution, place of payment,
terms of redemption, and other terms of the Bonds shall be as provided in the Master Pledge and
Assignment as finally executed.
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3. Approval of Regulatory A~,reement. The form of regulatory agreement and
declaration of restrictive covenants (the "Regulatory Agreement"), among the Authority, the Agent
and the Owner, in substantially the form presented to the Governing Board, a copy of which is on file
with the Secretary, is hereby approved. Any Authorized Officer is authorized to execute, and the
Secretary is authorized to attest, the Regulatory Agreement, in substantially said form, with such
additions thereto and changes therein as such Authorized Officer may approve or recommend in
accordance with Section 6 hereof.
4. Approval of Master Agency Agreement. The form of Master Agency Agreement
relating to the Bonds (the "Master Agency Agreement"), by and between the Authority and the
Agency, in substantially the form presented to the Governing Board, a copy of which is on file with
the Secretary, is hereby approved. Any Authorized Officer is authorized to execute, and the
Secretary is authorized to attest, the Master Agency Agreement, in substantially said form, with such
additions thereto and changes therein as such Authorized Officer may approve or recommend in
accordance with Section 6 hereof.
5. Approval of Changes to Documents. Any Authorized Officer executing a document
approved herein, in consultation with General Counsel to the Authority and Stradling Yocca Carlson
& Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, is authorized to
approve and make such modifications, changes or additions to the Master Pledge and Assignment,
the Regulatory Agreement, the Master Agency Agreement, or other document 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. 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 Owner from the proceeds of the Bonds.
Further, any Authorized Officer, in consultation with General Counsel to the Authority and
Bond Counsel, may execute and deliver any amendments to the 1990 Regulatory Agreement, in
accordance with the provisions therein, to remove the Annual Adjustment Factor and to otherwise
make any other changes to make the restrictions set forth in the 1990 Regulatory Agreement
consistent with the Regulatory Agreement, or any other amendments to the 1990 Regulatory
Agreement deemed necessary or advisable to accommodate the issuance of Bonds by such
Authorized Officer, as advised by General Counsel in consultation with Bond Counsel, such
Authorized Officer's execution and delivery of such amendment to be conclusive evidence of such
determination.
6. Actions Ratified and Authorized. All actions heretofore taken by the officers,
employees and agents of the Authority with respect to the issuance and sale of the Bonds are
approved, confirmed and ratified, and the officers, employees and agents of the Authority are
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 and deliver any and all certificates, agreements and other
documents, including, but not limited to, those documents described in the Master Pledge and
Assignment 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 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.
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7. 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 which 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, remarketing of the Bonds as described in the Master Pledge
and Assignment, 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.
8. Conflicting Resolutions Repealed. All prior resolutions or parts thereof in conflict
with this Resolution herewith are, to the extent of such conflict, repealed.
9. 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.
10. Effective Date. This Resolution shall take effect immediately upon its adoption.
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THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY
THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS 29TH
DAY OF JANUARY, 2008 BY THE FOLLOWING ROLL-CALL VOTE:
AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
ATTEST
By:
Secretary
APPROVED AS TO FORM:
STRADLING YOCCA CARLSON & RAUTH,
as Bond Counsel
By:
APPROVED AS TO FORM:
JACK L. W~CITY ATTORNEY
JOHN E. V~~ODHEAD, IV
Assistant ~it~ Attorney
~,
ANAHEIM HOUSING AUTHORITY
By:
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