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HomeMy WebLinkAbout05 120312 Santa Ana HA Washingto...Final 11 28 12 - Attach 1LES 11.28.12 RESOLUTION N0. A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTION AND DELIVERYOF MULTIFAMILY HOUSING REVENUE NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000 FOR THE FINANCING OF A MULTIFAMILY RENTAL HOUSING PROJECT; DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AUTHORIZING THE EXECUTION OF AND DELIVERY OF VARIOUS DOCUMENTS RELATED THERETO; RATIFYING ANY ACTION HERETOFORE TAKEN AND APPROVING RELATED MATTERS IN CONNECTION THEREWITH BE IT RESOLVED BY THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Housing Authority of the City of Santa Ana hereby finds, determines and declares as follows: A. The Housing Authority of the City of Santa Ana (the "Authority") is authorized by Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code (the "Act") to execute and deliver revenue obligations and make loans to any person, firm, partnership or corporation licensed to do business in the State of California in the financing of multifamily rental housing projects for persons of low and very low income. B. Washington Place Partners, LP, a California limited partnership (the "Borrower"}, has requested the Authority execute and deliver its Housing Authority of the City of Santa Ana Multifamily Housing Real Estate Note (Flower Terrace} 2012 Series A-1 and its Housing Authority of the City of Santa Ana Multifamily Housing Revenue Housing Revenue IRP Note (Flower Terrace} 2012 Series A-2 (collectively, the "Notes"), and loan the proceeds thereof to the Borrower to finance the acquisition and rehabilitation of a 200-unit multifamily rental housing development, located at 1401 N. Flower Street in the City of Santa Ana, California, currently known as Wycliffe Plaza and to be commonly known as the Flower Terrace or such other name as may be agreed upon by the Authority and the Borrower (the "Project"). C. The Authority hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act. D. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Notes as contemplated by this resolution and the documents referred to herein will exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED that the Housing Authority of the City of Santa Ana declares and orders as follows: Section 2. The Authority hereby finds and declares that the above recitals are true and correct. Section 3. Pursuant to the Act and the Funding Loan Agreement (as defined below), the execution and delivery of revenue notes designated as "Housing Authority of the City of Santa Ana Multifamily Housing Revenue Real Estate Note (Flower Terrace) 2012 Series A-1" and "Housing Authority of the City of Santa Ana Multifamily Housing Revenue IRP Note (Flower Terrace} 2012 Series A-2", in an aggregate principal amount not to exceed $30,000,000, is hereby authorized. The Chairperson, Vice Chairperson, Executive Director and Treasurer of the Authority, or their designee (the "Authorized Officers"), each acting alone, are hereby authorized and directed to execute and deliver the Notes for and in behalf of the Authority by manual or facsimile signature, in the forms set forth in the Funding Loan Agreement, with such changes, deletions and insertions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals being conclusively evidenced by the execution and delivery thereof. Section 4. The Funding Loan Agreement (the "Funding Loan Agreement") between the Authority and Citibank, N.A., as Funding Lender (the "Funding Lender"), in the form on file with the Authority, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and in behalf of the Authority to execute and deliver the Funding Loan Agreement with such changes, additions or deletions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. Section 5. The Borrower Loan Agreement (the "Borrower Loan Agreement") between the Authority and the Borrower, in the form on file with the Authority, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute and deliver the Borrower Loan Agreement with such changes, additions and deletions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. Section 6. The Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") between the Authority and the Borrower, in the form on file with the Authority, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute and deliver the Regulatory Agreement with such changes, additions or deletions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. Section 7. The Notes, when executed, shall be delivered to the Funding Lender upon receipt of the initial installment of the purchase price for the Notes. Section 8. All actions heretofore taken by the officers and agents of the Authority with respect to the execution and delivery of the Notes are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Authorized Officers, are hereby 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 any and all certificates, agreements and other documents, including, but not limited to a tax certificate, a subordination or intercreditor agreement, any endorsement and/or assignment of a deed of trust and such other documents as described in the Funding Loan Agreement, the Borrower Loan Agreement or the Regulatory Agreement and the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful execution and delivery of the Notes in accordance with this Resolution. Section 9. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the execution and delivery of the Notes, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any addition or substitution of security for the Notes or any prepayment of the Notes, may be given or taken by any Authorized Officer, as appropriate, without further authorization by the Authority, and each such officer is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action that such officer may deem necessary or desirable to further the purposes of this Resolution and the financing of the Project; provided such action shall not create any obligation or liability of the Authority other than as provided in the Funding Loan Agreement and other documents approved herein. Section 10. This Resolution shall take effect immediately upon its adoption by the Housing Authority and the Secretary shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2012. Miguel A. Pulido Chair APPROVED AS TO FORM: Sonia R. Carvalho Authority General Counsel By: Lisa E. Storck Assistant Counsel AYES: Boardmembers: NOES: Boardmembers: ABSTAIN: Boardmembers: NOT PRESENT: Boardmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Secretary to the Housing Authority, do hereby attest to and certify the attached Resolution No. 2012- to be the original resolution adopted by the Housing Authority of the City of Santa Ana on December , 2012. Date: Maria D. Huizar, Recording Secretary Housing Authority of the City of Santa Ana