Title
Certified Copy of Authorizing Resolutions of Ann Arbor Housing Commission As Guarantor
Memorandum
I CERTIFY that I am the duly appointed Secretary and keeper of the records of Ann Arbor Housing Commission, a Michigan public body corporate, (the “Commission”), that the following is a true and correct copy of a Resolution duly and unanimously adopted by the Board of Directors of the Commission on August 19, 2015, at its regularly scheduled meeting that the Resolution does not conflict with any Bylaw or Governing Documents of the Commission nor has the Resolution been in any way altered, amended or repealed and is in full force and effect, unrevoked and unrescinded as of this date, and has been entered in the records of the Commission as of the date of adoption, and that the Board of Directors of the Commission have, and at the time of adoption of the Resolution, had, full power and lawful authority to adopt the Resolution and to confer the powers granted in the Resolution to the officer(s) named in the Resolution, who have full power and lawful authority to exercise those powers in the resolution below:
Staff
Prepared and Approved by Jennifer Hall, Executive Director
Body
WHEREAS, the Commission has approved a proposal for West Arbor Limited Dividend Housing Association Limited Partnership (the “Partnership”) to borrow from the JPMorgan Chase Bank, N.A.(the “Chase Bank”) a construction loan in a sum not to exceed Nine Million and 00/100 Dollars ($9,000,000.00) (the “Construction Loan”) to be used to finance the acquisition and development of a housing development to be known as West Arbor (the “Development”), which borrowing shall be evidenced by a Chase Bank Mortgage Note (the “Note”) and secured by a Future Advance Mortgage (the “Mortgage”) on real property and improvements owned or to be constructed by the Partnership and located at 701-739 N. Maple and 743-749 N. Maple in the City of Ann Arbor, Washtenaw County, Michigan, (the “Property”). The Commission shall execute those documents included in Exhibit A, (“Chase Related Loan Documents”) which is attached hereto and made a part of these Resolutions; and
WHEREAS, the Commission has approved a proposal for the Partnership to enter into a First Amended and Restated Partnership Agreement (‘the Amended Partnership Agreement”) with the NEF Assignment Corporation, and its affiliates, as the Investor Limited Partner ( “the Limited Partner”). Said Limited Partner shall syndicate the Low Income Housing Tax Credits (“LIHTCs) and provide equity to the Development totaling Nine Million One Hundred Four Thousand Five Hundred Eleven and 00/100 Dollars ($9,104,511.00) to also be used to finance the acquisition and development of the Development; and
WHEREAS, in connection with the syndication of the LIHTCs, in addition to the required execution of the Amended and Restated Partnership Agreement, the Commission shall be required to execute and deliver the following documents: a) Development Fee Agreement; b) Guaranty Agreement; c) Purchase Option and Right of First Refusal Agreement; d) Litigation, Default and Insolvency Affidavit (the “Ancillary Partnership Documents”); and
IT IS RESOLVED by the Board of Directors of the Commission, that the Commission has the power and authority to provide, and Jennifer Hall, the Executive Director of the Commission is hereby authorized to execute and deliver the guarantees to the Partnership, execute and deliver the Ancillary Partnership Documents of the Partnership and to execute and deliver the Chase Bank Related Loan Documents, and any action taken in connection with said Development in furtherance thereof prior to this Resolution is hereby ratified and affirmed; and
IT IS FURTHER RESOLVED, that in furtherance of the purposes of the Commission, and there being nothing contrary contained in the governing documents or the Bylaws of the Commission, the Commission is authorized to guarantee to Chase Bank, absolutely and unconditionally, the payment (and not merely the collection) of any and all debts, liabilities and obligations of the Partnership to Chase Bank of whatever nature, whether direct or contingent, matured or unmatured, to guarantee the lien free completion of the Improvements (as defined in that certain Building Loan Agreement to be entered into between the Partnership and Chase Bank (the “Building Loan Agreement”)) in accordance with such Building Loan Agreement and to provide certain indemnities to Chase Bank regarding environmental matters; and
IT IS FURTHER RESOLVED, that Jennifer Hall, the Executive Director of the Commission be and hereby is authorized and directed on behalf of the Commission at any time after adoption of this Resolution and without further action by or authority or direction from the Board of Directors to deliver to Chase Bank such further documents as may be required by Chase Bank in furtherance of any of the above resolutions in such form as may be required by Chase Bank; and
IT IS FURTHER RESOLVED, that Chase Bank and the Limited Partners be and are authorized to rely on the continuing force and effect of this Resolution until receipt by the Chase Bank or the Limited Partners at their principal offices of notice in writing from the Commission of any amendments or alterations to this Resolution.
IT IS FURTHER RESOLVED, that the execution and delivery by the Commission of the Chase Bank Related Loan Documents and the Ancillary Partnership Documents, or any other instrument or document authorized by the foregoing resolutions, as well as the consummation of the transactions authorized thereby are permitted under the Commission’s Governing Documents or Bylaws and will not (a) conflict with, or result in a breach of or default under any of the terms, conditions or provisions of the Governing Documents or Bylaws of the Commission, or of any law, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Commission, or to any officer, director as Guarantor, or any agreement or instrument to which the Commission or any portion of its property is subject, or (b) result in the creation or imposition of any lien, or charge or encumbrance of any nature whatsoever upon any property of the Commission, except to the extent created by the Chase Bank Related Loan Documents and the Partnership Documents.
RESOLUTION
SIGNATURE PAGE TO RESOLUTIONS FOR
ANN ARBOR HOUSING COMMISSION, AS GUARANTOR
IN CONNECTION WITH WEST ARBOR DEVELOPMENT
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______________________________ By: Jennifer Hall Its: Executive Director Its: Secretary Dated: August 19, 2015 |
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Exhibit A: : List of Chase Related Guarantor Loan Documents
1. Guaranty Agreement
2. Guaranty of Completion
3. Hazardous Material Guaranty and Indemnification
4. Non-litigation Letter - Guarantor
5. Collateral Assignment and Pledge of Developer Fees