Items for which Public Hearings Have Not Been Held - (10 Votes Required for Consideration)

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1 Los Angeles City Council, Supplemental Agenda Tuesday, March 15, 2016 JOHN FERRARO COUNCIL CHAMBER ROOM 340, CITY HALL 200 NORTH SPRING STREET, LOS ANGELES, CA :00 AM Click here for the entire agenda packet / documents Items for which Public Hearings Have Not Been Held - (10 Votes Required for Consideration) ITEM NO. (37) CD 7 COMMUNICATION FROM THE GENERAL MANAGER, LOS ANGELES HOUSING AND COMMUNITY INVESTMENT DEPARTMENT (HCIDLA) and RESOLUTION relative to the issuance of tax-exempt multifamily conduit revenue bonds for the development of the Sylmar Court Apartments. Recommendations for Council action, SUBJECT TO THE APPROVAL OF THE MAYOR: 1. ADOPT the accompanying RESOLUTION authorizing the issuance of tax-exempt multifamily conduit revenue bonds in the form of a note up to $25,000,000 for the development of the Sylmar Court Apartments located at San Fernando Road, a development consisting of the new construction of 101 units of affordable housing for individuals and families. 2. AUTHORIZE the General Manager, HCIDLA, or designee, to negotiate and execute relevant bond documents in the form of a note for the Sylmar Court Apartments, subject to the approval of the City Attorney as to form and legality. 3. INCREASE the obligation for the Sylmar Court Apartments to $5,975,000 from $4,875,000 by adding an additional obligation of $1,100,000 from the following HOME funding source: Project Fund/Dept No. Account Title Amount Sylmar Court Apartments 561/43 43M008 AHTF $1,100, AUTHORIZE the General Manager, HCIDLA, or designee, to negotiate Tuesday - March 15, PAGE 1

2 and execute loan documents and amendments to the loan documents related to the existing HCIDLA loan; revisions will include but are not limited to interest rate, loan and affordability terms and increase in the loan amount, subject to the approval of the City Attorney as to form and legality. 5. AUTHORIZE the General Manager, Economic and Workforce Development Department, or designee, to convert and execute necessary documents for the Community Development Block Grant to a loan, convert the existing documents to loan documents, subject to the approval of the City Attorney as to form and legality. Fiscal Impact Statement: The HCIDLA reports that this action will not impact the General Fund. The City is a conduit issuer and will not incur liability for repayment of the bonds. The bonds are a limited obligation payable strictly from revenue from the project. The City will not be obligated to make payments on the bonds. Community Impact Statement: None submitted. (Housing Committee waived consideration of the above matter) ITEM NO. (38) S137 CONSIDERATION OF RESOLUTION (CEDILLO - BUSCAINO) relative to establishing the City's position regarding funding for a preliminary list of projects under the Strategic Growth Council s Affordable Housing and Sustainable Communities Program. Recommendation for Council action, SUBJECT TO THE CONCURRENCE OF THE MAYOR: RESOLVE that the City of Los Angeles include in its State Legislative Program SUPPORT for funding the following preliminary list of projects: PATH Metro Villas, 7th & Witmer Apartments, Six Four Nine Lofts, Florence Mills, Westmore Elden Phase 1, Westmore Elden Phase 2, Rolland Curtis West, Metro at Western, Sun Valley Senior Apartments, Jordan Downs, Senator, Lorena Plaza, and Bartlett Hill Manor under the Strategic Growth Council s Affordable Housing and Sustainable Communities Program. Community Impact Statement: None submitted. (Rules, Elections, Intergovernmental Relations, and Neighborhoods Committee waived consideration of the above matter) Tuesday - March 15, PAGE 2

3 p Los Angeles HOUSING + COMMUNITY Investment Department is Eric Garcetti, tviayor Rustimore D. Cervantes, General Manager Housing Development Bureau 1200 West 7th Street, Los Angeles, CA tel I fax hcidl3.lacity.org February 24, 2016 Honorable Eric Garcetti Mayor, City of Los Angeles Room 303, City Hall 200 N. Spring Street Los Angeles, CA Council File: Council District: 7 Contact Persons: Rochelle Cox Timothy Elliott (213) (213) Edwin C. Gipson II (213) Helmi Hisserich (213) Attention: Mandy Morales, Legislative Coordinator COUNCIL TRANSMITTAL: REQUEST FOR AUTHORITY TO ISSUE TAX-EXEMPT MULTIFAMILY CONDUIT REVENUE BONDS IN THE FORM OF A NOTE UP TO $25,000,000 FOR THE SYLMAR COURT APARTMENTS. SUMMARY The Los Angeles Housing + Community Investment Department (HCIDLA) requests authority to issue tax-exempt multifamily conduit revenue bonds in the form of a note up to $25,000,000 to help finance the development of the Sylmar Court Apartments. On September 16, 2015, the California Debt Limit Allocation Committee (CDLAC) designated December 16, 2015 as the bond issuance deadline. On December 2, 2015, HCIDLA submitted an allocation extension request and CDLAC approved and extended the bond issuance deadline to March 15, The Economic Workforce Development Department (EWDD) requests authority to convert the Community Development Block Grant (CDBG) to a loan agreement. RECOMMENDATIONS The General Manager of HCIDLA respectfully requests the following: I. That your office schedule this transmittal for consideration at the next available meeting(s) of the appropriate Committee(s) of the City Council and forward it to the City Council for review and approval immediately thereafter. II. That the City Council, subject to the approval of the Mayor, take the following actions: A. Adopt the Resolution, provided as Attachment A to this report, authorizing the issuance of tax-exempt multifamily conduit revenue bonds in the form of a note up to An Equal Opportunity/Affirmative Action Employer Tuesday - March 15, PAGE 3

4 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 2 $25,000,000 for the development of the Sylmar Court Apartments; and, B. Authorize the General Manager, HCIDLA, or designee, to negotiate and execute relevant bond documents in the form of a Note for the Sylmar Court Apartments, subject to the approval of the City Attorney as to form; and, C. Increase the obligation for the Sylmar Court Apartments to $5,975, from $4,875, by adding an additional obligation of $1,100,000 from the following HOME funding source: Project Sylmar Court Apartments Fund Account Account Name Amount 561/43 43M008 AHTF $1,100, D. Authorize the General Manager, HCIDLA, or designee, to negotiate and execute loan documents and amendments to the loan documents related to the existing HCIDLA loan. Revisions will include but are not limited to interest rate, loan and affordability terms and increase in the loan amount, subject to the approval of the City Attorney as to form and legality; and, E. Authorize the General Manager, Economic and Workforce Development Department (EWDD), or designee, to convert and execute necessary documents for the Community Development Block Grant (CDBG) to a loan, convert the existing documents to loan documents, subject to the approval of the City Attorney as to form. BACKGROUND Project Summary The proposed project is located at San Fernando Road, Los Angeles, CA 91342, in Council District 7 and involves the new construction of 101 units that will provide affordable housing for individuals and families. Twenty-five (25) units will be reserved for the chronically homeless. The site amenities include a community room, open courtyards with a barbecue area, a children s play area, a classroom, laundry facilities, a library and secure underground parking of 116 spaces. Financing History On April 20, 2005, the Mayor and City Council delegated inducement authority to HCIDLA (formerly the Los Angeles Housing Department) to issue bonds for the benefit of qualified affordable multifamily residential projects seeking bond financing from the City (CF ). On March 17, 2015, HCIDLA induced the Sylmar Court Apartments, which enabled the Sponsor to apply for a tax-exempt bond allocation. On March 24, 2015, HCIDLA conducted a public hearing in accordance with the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA). On April 17, 2015, the TEFRA Resolution and Minutes were approved by the Mayor and City Council (CF ). On July 17, 2015, HCIDLA submitted the CDLAC application for an Tuesday - March 15, PAGE 4

5 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 3 allocation of tax-exempt bonds on behalf of the Sponsor. The Sylmar Court Apartments was awarded an allocation of $25,000,000 in tax-exempt bonds from CDLAC on September 16, The CDLAC bond issuance deadline was December 16, HCIDLA submitted an allocation extension request on December 2, CDLAC approved and extended the bond issuance deadline to March 15, Affordability Restrictions Pursuant to HCIDLA Bond Policies, the Sylmar Court Apartments must provide a public benefit and therefore a Bond Regulatory Agreement will be executed in connection with the issuance of tax-exempt bonds. The Bond Regulatory Agreement will include affordability restrictions throughout a term of no less than the longer of: 1) 15 years after the 50% of the units are first occupied; 2) the date such bonds are paid in full; or, 3) the date on which any Section 8 assistance terminates, if applicable. The CDLAC Resolution rental income restrictions will be in place for 55 years. The Sylmar Court Apartments will also have affordability restrictions under separate agreements with the California Tax Credit Allocation Committee for a term of 55 years as a result of the allocation of 4% Low Income Housing Tax Credits. The project will also have tenant-based Section 8 vouchers for twenty-five (25) tenants, from the Housing Authority of the City of Los Angeles. The units for these 25 tenants will also be designated as Mental Health Services Act (MHSA) units. The MHSA is a county program that assists individuals who need mental health services. The Sylmar Court Apartments is comprised of 101 units, consisting of 100 units targeted to households at or below 60% of Area Median Income (AMI), and one unrestricted manager s unit. The table below provides a summary of the unit mix for the project. UNIT TYPE 1 Bedroom 2 Bedroom 3 Bedroom TOTAL 30% AMI % AMI % AMI Manager TOTAL Development Team The Borrower/Sponsor is San Fernando Apartments, L.P., (SFA) a California limited partnership. WCH Affordable IX, LLC (WCH) is the Managing General Partner San Fernando Apartments, LLC (SA) is the Administrative General Partner. Meta Housing Corporation (Meta) is the Developer. Wells Fargo Bank (WFB) is the Limited Partner and tax credit equity investor. The officers of SFA, SA and Meta include Kasey M. Burke, Vice President and George M. Russo, Chief Financial Officer. The officers of WCH include Graham P. Espley-Jones, President and Leanne Truofreh, Treasurer. Meta has been involved in the development of fifty-five (55) projects consisting of a total of 5,338 affordable multifamily rental housing units. WCH pertains to Western Community Housing and the entity is a 501c3 non profit corporation. Tuesday - March 15, PAGE 5

6 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 4 Developer: Meta Housing Corporation 1540 S. Sepulveda Blvd., Ste. 425 Los Angeles, CA Phone: (310) Contact: Kasey Burke The Borrower/Sponsor and Developer are in compliance with HCIDLA Business Policies. The additional development team members are: Architect: Attorney: General Contractor: Property Manager: Tax Credit Investor: Y & M Architects 724 S. Spring Street, Ste. 304 Los Angeles, CA Phone: (213) Contact: Ryan Yanagita Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. Fifth Street, 64th Floor Los Angeles, CA Phone: (213) Contact: Nicole Deddens KPRS Construction Services, Inc. 515 S. Flower Street, Ste Los Angeles, CA Phone: (213) Contact: Joel Stensby Solari Enterprises, Inc W. Yale Avenue Orange, CA Phone: (714) Contact: Kara Cappeluti Wells Fargo Bank 333 Market Street, 18th Floor San Francisco, CA Phone: (415) Contact: Timothy J. McCann Financial Structure The bonds will be privately placed with Citibank, N.A. (Citi or Bank). Citi has proposed a backto- back loan bond structure. In order to meet Community Reinvestment Act ( CRA ) requirements, large banking organizations such as Citi are required to achieve two types of CRA goals in the markets that they serve. In each market, they are required to have a certain dollar volume of investment activity and they are also required to achieve a certain dollar volume of Tuesday - March 15, PAGE 6

7 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 5 lending activity in each period. Citi s proposed tax-exempt back-to-back loan structure characterizes Citi s involvement as a "loan" of tax-exempt proceeds rather than a purchase of taxexempt bonds (replacing the "Bond" with a "Note") in order to achieve these very important CRA goals. Citi s ability to achieve these goals is fundamental to its ability to continue to allocate significant levels of capital to affordable housing activity in the City of Los Angeles. Instead of purchasing bonds, Citi will make a tax exempt loan (Funding Loan) in the amount of up to $25,000,000 to the City of Los Angeles. The tax exempt loan will have an interim and permanent phase. The City will loan the proceeds of the Funding Loan to the Borrower in the form of a Borrower Loan. The Borrower will use the proceeds from the Borrower Loan to fund the acquisition, rehabilitation and construction work. The construction loan term will be 21 months (plus one 6 month extension) and will have a construction phase variable interest rate of 2.85%. Once the rehabilitation and construction is completed, the loan will be paid down with permanent financing sources. The permanent loan will be in the amount of $5,710,782 and will have a term/amortization of 15/35 years. The permanent loan interest rate is currently estimated at 4.65%. The obligation of the Borrower to repay the Borrower Loan will be secured by a mortgage on the Project (Mortgage). The Mortgage and Borrower Loan will be pledged by the City to a trustee/fiscal agent acting on behalf of the Bank as the sole security for payment of the Funding Loan. Similar to a private placement tax exempt bond structure, the obligations of the City are secured only by and payable only from payments received from the Borrower under the Borrower Loan Agreement between the Borrower and the City. The Funding Loan will be a strictly limited, non-recourse loan. The Funding Loan will be evidenced by a note (Note) delivered in physical (non-book entry) form subject to the restrictions on transfer set forth in the City s Housing Bond Policies and Procedures. In addition, Citi has requested a waiver of certain HCIDLA policies related to the issuance of non-rated tax-exempt bonds. HCIDLA has agreed to a limited number of modifications that nonetheless retain City protections intended by the policies and prevent the City from incurring undue risk or liability. The City Attorney has reviewed this proposal. The Bond Counsel and Issuer Financial Advisor have also reviewed and assessed no undue risk or liability. The modifications are as follows: a) HCIDLA has agreed to allow the sale or transfer of the Note or beneficial ownership interests in the Note to 1) a Qualified Institutional Buyer ( QIB ), 2) an affiliate of the Funding Lender, or 3) a trust or custodial arrangement established by the Lender, the beneficial interest in which will be owned only by QIBs. Each transfer shall require an executed Transferee Representation Letter in place of the traditional Investor Letter. b) No beneficial ownership interest in the Note shall be sold in an amount that is less than 15% of the outstanding principal amount of the Note. c) HCIDLA has agreed to permit the Note Holder Representative to declare a default under the Note and request the City to authorize exercise of remedies. Tuesday - March 15, PAGE 7

8 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 6 Additionally, the Note structure adheres to both the HCIDLA s Bond Policies and the City s Financial Policies and has been reviewed by the City s Financial Advisor, City Attorney and Bond Counsel. HCIDLA will require Citi to adhere to the reporting requirements of the City s Responsible Banking Ordinance # Bond Counsel will provide the City the required legal opinions as to the tax-exempt status of the Note under federal and state law. The legal and financing documents will also include the required items as per the policies, including but not limited to, language that the Note structure is a limited obligation and strictly payable from the project revenues, requiring the borrower to provide annual statements and additional information as may be reasonably requested by HCIDLA. The Sylmar Court Apartments was approved for a HCIDLA loan in the amount of $4,875,000 (CF ). The borrower subsequently submitted a request to increase the loan by $1,100,000, for a total loan amount of $5,975,000. Based upon financial review, HCIDLA recommends approval, due to the additional and unforeseen construction costs, which consequently escalated the development cost of the project. Additionally, EWDD is requesting the CDBG grant of $665,000 be converted from a grant into a 55-year residual receipts loan. The conversion will allow the City the opportunity to earn interest and receive repayment of the CDBG loan. Sources and Uses The tables below provide a summary of the sources and uses for the project, including cost per unit and cost category percentages. Construction Total Sources Per Unit % Total Citibank (Citi) $25,000,000 $247,525 61% HCIDLA (CDBG/HOME) $5,975,000 $59,159 14% WFB- Tax Credit Equity $3,597,836 $35,622 9% HCD IIG $2,500,000 $24,752 6% Deferred Developer Fee $1,620,000 $16,040 4% AHP $1,000,000 $9,901 2% EWDD CDBG $665,000 $6,584 2% Deferred Reserves $566,554 $5,609 1% Affordable Housing and Sustainable Communities Program $200,000 $1,980 1% TOTAL $41,124,390 $407, % Tuesday - March 15, PAGE 8

9 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 7 Permanent Total Sources Per Unit % Total Citibank Permanent Loan (Citi) $5,710,782 $56,542 14% Citibank (Citi) - Tranche B $2,002,199 $19,824 5% HCIDLA (CDBG/HOME) $5,975,000 $59,159 14% Affordable Housing and Sustainable Communities Program $2,500,000 $24,752 6% HCD IIG $2,500,000 $24,752 6% Citibank Subordinate Loan $2,000,000 $19,802 5% WFB- Tax Credit Equity $16,421,409 $162,588 40% MHSA $1,250,000 $12,377 3% Deferred Fee $1,100,000 $10,891 3% AHP $1,000,000 $9,901 2% EWDD CDBG $665,000 $6,584 2% TOTAL $41,124,390 $407, % Uses of Funds Total Uses Cost/Unit Land Costs $3,428,114 $33,942 Construction Costs $24,446,565 $242,045 Architecture & Engineering $1,362,400 $13,489 Construction Interest & Fees $1,993,241 $19,735 Legal Fees $165,000 $1,634 Reserves $566,554 $5,609 Other Soft Costs $6,662,516 $65,966 Developer Fee $2,500,000 $24,752 TOTALS $41,124,390 $407,172 The HCIDLA Bond Team for the financing of the Sylmar Court Apartments is as follows: Bond Issuer Financial Advisor CSG Advisors, Inc. 315 W. 5th Street, Suite 302 Los Angeles, CA Bond Issuer Counsel Los Angeles City Attorney 200 N. Main Street, 9th Floor Los Angeles, CA Tuesday - March 15, PAGE 9

10 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 8 Bond Counsel Kutak Rock LLP 777 S. Figueroa Street, Suite 4550 Los Angeles, CA Labor Costs Labor costs for the Sylmar Court Apartments are subject to California prevailing wage requirements and/or federal wage requirements under the Davis-Bacon Act of 1931 and related acts, if applicable. Timeline On September 16, 2015, CDLAC designated December 16, 2015 as the bond issuance deadline. Subsequently on December 2, 2015, HCIDLA submitted an allocation extension request and as such, CDLAC approved and extended the bond issuance deadline to March 15, FISCAL IMPACT STATEMENT There is no fiscal impact on the General Fund as a result of the issuance of the bonds. The City is a conduit issuer and will not incur liability for repayment of the bonds. The bonds are a limited obligation payable strictly from revenue from the project. The City will not be obligated to make payments on the bonds. Attachment A - Resolution for Sylmar Court Apartments Attachment B - Funding Loan Agreement Attachment C - Borrower Loan Agreement Attachment D - Regulatory Agreement Tuesday - March 15, PAGE 10

11 HCIDLA Request for Issuance of Bonds for Sylmar Court Page 9 Prepared By: ROCHELLE COX Finance Development Officer I Reviewed By: TIMOTHY ELLIOTT Manager, Multifamily Finance and Development Unit Reviewed By: P EDWIN C. GIPSON II Director, Finance and Development Reviewed By: Reviewed By: HELMI HISSERICH Assistant General Manager LAURA K. GUGLIEtiVIO Executive Officer Approved By: Approved By: / / JA^TPF Y \ GanerfMManager EcWamic and Workforce Development Department kushmore D. CERVANTES General Manager Los Angeles Housing + Community Investment Department Tuesday - March 15, PAGE 11

12 ATTACHMENT A HCIDLA Request for Issuance of Bonds for Sylmar Court Apartments Resolution for Sylmar Court Apartments on next page. Tuesday - March 15, PAGE 12

13 RESOLUTION CITY OF LOS ANGELES A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF ONE OR MORE SERIES OF MULTIFAMILY NOTES BY THE CITY OF LOS ANGELES DESIGNATED MULTIFAMILY MORTGAGE REVENUE NOTE (SYLMAR COURT APARTMENTS PROJECT) SERIES 2016A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 TO PROVIDE PERMANENT FINANCING FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE MULTIFAMILY HOUSING PROJECT SPECIFIED IN PARAGRAPH 16 HEREOF AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND AGREEMENTS AND THE TAKING OF RELATED ACTIONS, INCLUDING THE EXECUTION OF AMENDATORY DOCUMENTS THERETO. WHEREAS, the City of Los Angeles (the City ) is authorized, pursuant to Section 248, as amended, of the City Charter (the Charter ) of the City and Article 6.3 of Chapter 1 of Division 11 of the Los Angeles Administrative Code, as amended (the Law ), to issue its obligations for the purposes of providing permanent financing for the acquisition, construction, equipping and development of multifamily rental housing for persons and families of low or moderate income (the Program ) which will satisfy the provisions of Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the Act ); and WHEREAS, the City desires to issue pursuant to the Law and in accordance with the Act, its revenue note to provide permanent financing for the acquisition, construction and equipping of that certain multifamily rental housing project described in paragraph 16 below (the Project ); and WHEREAS, the Project will be located wholly within the City; and WHEREAS, it is in the public interest and for the public benefit that the City authorize financing for the Project, and it is within the powers of the City to provide for such a financing and the issuance of such note; and WHEREAS, the City proposes to issue, pursuant to the Law and in accordance with the Act, its Multifamily Mortgage Revenue Note (Sylmar Court Apartments Project) Series 2016A in one or more subseries with an aggregate principal amount not to exceed $25,000,000 (the Note ); and WHEREAS, the City proposes to use the proceeds of the Note to cause the financing of the Project and, if applicable, to pay certain costs of issuance in connection with the issuance of the Note; and Tuesday - March 15, PAGE 13

14 WHEREAS, Citibank, N.A. or an affiliate thereof (the Purchaser ) has expressed its intention to purchase the Note (or cause the Note to be purchased by an affiliate) authorized hereby in whole, and this Council (the City Council ) finds that the public interest and necessity require that the City at this time make arrangements for the sale of such Note; and WHEREAS, the interest on the Note may qualify for a federal tax exemption under Section 142(a)(7) of the Internal Revenue Code of 1986, as amended (the Code ), only if the Note is approved in accordance with Section 147(f) of the Code; and WHEREAS, pursuant to the Code, the Note is required to be approved, following a public hearing, by an elected representative of the issuer of the Note and an elected representative of the governmental unit having jurisdiction over the area in which the Project is located; and WHEREAS, this City Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Note within the meaning of Section 147(f) of the Code; and WHEREAS, pursuant to Section 147(f) of the Code, the City caused a notice to appear in the Los Angeles Times, which is a newspaper of general circulation in the City, on March 10, 2015 to the effect that a public hearing would be held on March 24, 2015 regarding the issuance of the Note; and WHEREAS, the Los Angeles Housing and Community Investment Department held said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Note; and WHEREAS, the minutes of such public hearing, together with any written comments received in connection therewith, have been presented to the City Council. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Los Angeles, as follows: 1. The recitals hereinabove set forth are true and correct, and this City Council so finds. This Resolution is being adopted pursuant to the Law. 2. Pursuant to the Law and in accordance with the Act and the Funding Loan Agreement (as hereinafter defined), a revenue note of the City, to be designated as City of Los Angeles Multifamily Mortgage Revenue Note (Sylmar Court Apartments Project) Series 2016A, in one or more subseries with an aggregate principal amount not to exceed $25,000,000 is hereby authorized to be issued. The principal amount of the Note to be issued shall be determined by a Designated Officer (as defined below) in accordance with this Resolution. 3. The proposed form of Funding Loan Agreement (the Funding Loan Agreement ), by and among the City, the Funding Lender named therein and a fiscal agent to be designated by the City (the Fiscal Agent ), substantially in the form attached hereto, is hereby approved along with any additions or supplements which may, in the Tuesday - March 15, PAGE 14

15 determination of a Designated Officer, be necessary to document the issuance of the Note authorized hereunder. The Mayor of the City, the General Manager or any Interim General Manager, any Assistant General Manager or any Interim Assistant General Manager, Executive Officer or the Director Finance and Development Division of the Housing Development Bureau of the Los Angeles Housing and Community Investment Department (each hereinafter referred to as a Designated Officer ) are hereby authorized and directed to execute and deliver, for and in the name and on behalf of the City, said Funding Loan Agreement with such additions, changes or corrections (including, without limitation, the designation of the Fiscal Agent) as the Designated Officer executing the same may approve upon consultation with the City Attorney and Bond Counsel to the City and approval of the City Attorney, provided that such additions or changes shall not authorize an aggregate principal amount of the Note in excess of the amount stated above, such approval by the City Attorney, to be conclusively evidenced by the execution and delivery of the Funding Loan Agreement with such additions, changes or corrections. 4. The proposed form of Borrower Loan Agreement (the Loan Agreement ), by and between the City and the below-defined Owner, in substantially the form attached hereto, is hereby approved. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Loan Agreement, with such additions, changes or corrections as the Designated Officer executing the same may approve upon consultation with the City Attorney and Bond Counsel and approval by the City Attorney, such approval to be conclusively evidenced by the execution of said Loan Agreement with such additions, changes or corrections. 5. The proposed form of the Note, as set forth in the Funding Loan Agreement, is hereby approved, and the Mayor and City Treasurer or Deputy City Treasurer of the City are hereby authorized and directed to execute, by manual or facsimile signatures of such officers under the seal of the City, and the Fiscal Agent or an authenticating agent is hereby authorized and directed to authenticate, by manual signatures of one or more authorized officers of the Fiscal Agent or an authenticating agent, the Note in substantially such form, and the Fiscal Agent is hereby authorized and directed to sell and deliver the Note to the Purchaser in accordance with the Funding Loan Agreement. The date, maturity dates, interest rate or rates (which may be either fixed or variable), interest payment dates, denomination, form of registration privileges, manner of execution, place of payment, terms of redemption, use of proceeds, and other terms of the Note shall be as provided in the Funding Loan Agreement as finally executed; provided, however, that the principal amount of the Note shall not exceed $25,000,000, the interest rate on the Note shall not exceed 12% per annum and the final maturity of the Note shall be no later than January 1, The initial purchase price of the Note shall be 100% of the principal amount thereof to be paid as advances are made with respect to the Note by the Purchaser. Such Note may be delivered in temporary form pursuant to the Funding Loan Agreement if, in the judgment of the City Attorney, delivery in such form is necessary or appropriate until the Note in definitive form can be prepared. 6. The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants (the Regulatory Agreement ) to be entered into by and among the Tuesday - March 15, PAGE 15

16 City, the Fiscal Agent and the owner of the Project (as set forth in paragraph 16 below, the Owner ), substantially in the form attached hereto, is hereby approved. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Regulatory Agreement, with such additions, changes and corrections as the Designated Officer may approve upon consultation with the City Attorney and Bond Counsel and approval of the City Attorney, such approval to be conclusively evidenced by the execution of said Regulatory Agreement with such additions, changes or corrections. Any Designated Officer is hereby authorized and directed for and in the name and on behalf of the City to execute amendments to the Regulatory Agreement in order that interest on the Note remains tax-exempt. 7. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Note are hereby approved, confirmed and ratified, and each Designated Officer of the City, the City Clerk and other properly authorized officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, 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 described in the Funding Loan Agreement, the Loan Agreement, 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 issuance and delivery of the Note and the implementation of the Program in accordance with the Act and the Law and this Resolution and resolutions heretofore adopted by the City. 8. The City Clerk of the City or any deputy thereof is hereby authorized to countersign or to attest the signature of any Designated Officer and to affix and attest the seal of the City as may be appropriate in connection with the execution and delivery of any of the documents authorized by this resolution, provided that the due execution and delivery of said documents or any of them shall not depend on such signature of the City Clerk or any deputy thereof or affixing of such seal. Any of such documents may be executed in multiple counterparts. 9. In addition to the Designated Officers, any official of the City, including any official of the Los Angeles Housing and Community Investment Department, as shall be authorized in writing by the Mayor of the City, is hereby authorized for and on behalf of the City to execute and deliver any of the agreements, certificates and other documents, except the Note, authorized by this Resolution. 10. In accordance with procedures established by the City Charter, the City Council, by adoption and approval of this Resolution and with the concurrence of the Mayor, does hereby direct that the proceeds of the Note be delivered directly to the Fiscal Agent, instead of the City Treasurer, to be deposited into the funds and accounts established under the Funding Loan Agreement. 11. Pursuant to Section 147(f) of the Code, the City Council hereby approves the issuance of the Note to finance the Project. It is intended that this Resolution constitute approval of the Note by the applicable elected representative of the issuer of the Note and the applicable elected representative of the governmental unit having Tuesday - March 15, PAGE 16

17 jurisdiction over the area in which the Project is located, in accordance with said Section 147(f). 12. Pursuant to the City Charter all agreements to which the City is a party shall be subject to approval by the City Attorney as to form. 13. Each Designated Officer and other properly authorized officials of the City as specifically authorized under this resolution are hereby authorized, directed and empowered on behalf of the City and this Council to execute any other additional applications, certificates, agreements, documents or other instruments or any amendments or supplements thereto, subject to approval by the City Attorney as to form, or to do and to cause to be done any and all other acts and things as they may deem necessary or appropriate to carry out the purpose of the foregoing authorizations and to address any issues arising with respect to the Note or the agreements relating thereto subsequent to their issuance. 14. The Note shall contain a recital that it is issued pursuant to the Law and in accordance with the Act. 15. adoption. 16. meanings: This Resolution shall take effect immediately upon its passage and The Project and Owner, as used herein, shall have the following Project Name Sylmar Court Apartments Addresses San Fernando Road, Los Angeles, CA Number of Units 100 (plus 1 manager unit) Owner San Fernando Apartments, LP [remainder of page intentionally left blank] Tuesday - March 15, PAGE 17

18 I certify that the foregoing Resoluti n Los Angeles at its meeting on was adopted by the Council of the City of, By Name Title Tuesday - March 15, PAGE 18

19 Council File Number S137 Item: (38) CONSIDERATION OF RESOLUTION (CEDILLO - BUSCAINO) relative to establishing the City's position regarding funding for a preliminary list of projects under the Strategic Growth Council s Affordable Housing and Sustainable Communities Program. Recommendation for Council action, SUBJECT TO THE CONCURRENCE OF THE MAYOR: RESOLVE that the City of Los Angeles include in its State Legislative Program SUPPORT for funding the following preliminary list of projects: PATH Metro Villas, 7th & Witmer Apartments, Six Four Nine Lofts, Florence Mills, Westmore Elden Phase 1, Westmore Elden Phase 2, Rolland Curtis West, Metro at Western, Sun Valley Senior Apartments, Jordan Downs, Senator, Lorena Plaza, and Bartlett Hill Manor under the Strategic Growth Council s Affordable Housing and Sustainable Communities Program. Community Impact Statement: None submitted. (Rules, Elections, Intergovernmental Relations, and Neighborhoods Committee waived consideration of the above matter) Tuesday - March 15, PAGE 19

20 P'iU RESOLUTION J! RULES, ELECT S N WHEREAS, an official position of the City of Los Angeles with respect to legislation, rules, regulations or policies, proposed to or pending before a local, state or federal government body or agency, must have first been adopted in the form of a Resolution by the City Council with the concurrence of the Mayor; and WHEREAS, the State of California allocated approximately $320 million to the Strategic Growth Council s Notice of Funding Availability (NOFA) for its Affordable Housing and Sustainable Communities (AHSC) Program; and WHEREAS, projects requesting AHSC Program funding must submit concept proposals by March 16, 2016, and only upon invitation will be allowed to submit full applications by June 20, 2016; and WHEREAS, the City of Los Angeles would like to demonstrate its strong support for concept proposals applying for funding under the AHSC Program, aimed at reducing greenhouse gas emissions through projects that support infill and compact development; and WHEREAS, it is anticipated that AHSC Program applications will be submitted for the following projects located in the City of Los Angeles: PATH Metro Villas, 7th & Witmer Apartments, Six Four Nine Lofts, Florence Mills, Westmore Elden Phase 1, Westmore Elden Phase 2, Rolland Curtis West, Metro at Western, Sun Valley Senior Apartments, Jordan Downs, Senator, Lorena Plaza and Bartlett Hill Manor; and WHEREAS, the City would like to demonstrate its support for AHSC concept applications for the above named projects; and WHEREAS, the Housing and Community Investment Department (HCID) and the City Attorney will return with a final list of projects that the City can consider partnering with as co-applicant for Council s final approval; NOW, THEREFORE, BE IT RESOLVED, with the concurrence of the Mayor, that by adoption of this Resolution, the City of Los Angeles hereby includes in its State Legislative Program SUPPORT for funding the following preliminary list of projects: PATH Metro Villas, 7th & Witmer Apartments, Six Four Nine Lofts, Florence Mills, Westmore Elden Phase 1, Westmore Elden Phase 2, Rolland Curtis West, Metro at Western, Sun Valley Senior Apartments, Jordan Downs, Senator, Lorena Plaza and Bartlett Hill Manor under the Strategic Growth Council s Affordable Housing and Sustainable Communities Program. ST'S Kr- ; vj S MAR 0 JJO / / / tl, \ Ens*-.; PRESENTED BY: A V. 0 o* fr GILBERT A. CEDILLO A i Councilmember, 1st District SECONDED BY: t M dh Tuesday - March 15, PAGE 20