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Willington Housing Authority
MINUTES
January 11, 2016
60 Old Farms Road – Senior Center
Willington, CT
PRESENT – Chairman Robert Campbell, Vice Chairman Wilbur Gangaway, Secretary Don Berg, Housing Consultant David Berto, Recording Secretary Brenda Sullivan; ABSENT - Member Laurel Millix, Treasurer Claudia D'Agata.
1. Call to Order – The meeting was called to order at 6:45 p.m.
2. Present to speak – No members of the public present to speak.
3. Old Business – Button Hill senior housing project.
D. Berg moved to approve and sign the following resolution, Written Consent of the Commissioners of Willington Housing Authority.” W. Gangaway seconded the motion. The motion passed unanimously.
RESOLUTION
WRITTEN CONSENT OF THE COMMISSIONERS OF
WILLINGTON HOUSING AUTHORITY
The undersigned, being the Commissioners of the Willington Housing Authority, a municipal housing authority (“WHA”), do hereby consent to the adoption of the following resolutions and take the following actions by meeting of the Board of Commissioners on January 11, 2016, at which a quorum was present and acting throughout:
WHEREAS, the State of Connecticut Department of Housing (“DOH”) is making, in accordance with an amended and revised term sheet dated December 10, 2015, as may be further amended, a grant to the WHA utilizing (i) Two Million Three Hundred Nineteen Thousand Six Hundred Eighty-Six and 00/100 Dollars ($2,319,686.00) of funds made available to the State under or pursuant to the HOME Program (the “HOME Funds”), and (ii) One Million One Hundred Thirty-Five Thousand and 00/100 Dollars ($1,135,000.00) made available to the State under or pursuant to the FLEX Program (the “FLEX Funds” and collectively with the HOME Funds, the “State Funding”), such State Funding to be utilized for the development and construction of a certain elderly rental housing commonly
referred to as Button Hill Senior Housing project and located at 60 Old Farms Road, Willington, Connecticut (the “Project”), of which (i) fifteen (15) units shall be HOME-assisted units, (ii) five (5) units shall be FLEX-assisted units, and (iii) the remaining four (4) units shall be market rate units; which State Funding shall be evidenced and/or secured by various documents and instruments, including, without limitation, an Assistance Agreement (the “DOH Assistance Agreement”), an Open-End Leasehold Mortgage Deed and Security Agreement (the “DOH Mortgage”), and a Declaration of Land Use Restrictive Covenants to be recorded upon the Town of Willington land records (the “DOH Declaration”), and together with the DOH Assistance Agreement, the DOH Mortgage and all other documents, agreements and instruments to be executed or delivered in connection therewith, referred to as the “DOH Grant Documents”; and
WHEREAS, Putnam Bank (the “Bank”) is making, in accordance with a certain commitment letter dated March 9, 2015, as may be amended, a commercial construction to permanent leasehold mortgage loan in the amount of $1,730,000 (the “Bank Loan”), which Bank Loan shall similarly be used for the development and construction of the Project and shall be evidenced and/or secured by various documents and instruments, including, without limitation, a Construction/Permanent Promissory Note (the “Bank Construction/Permanent Note”), a Construction Loan Agreement (the “Bank Loan Agreement”) and a Construction/Permanent Open-End Leasehold Mortgage Deed & Security Agreement to be recorded upon the Town of Willington land records
(the “Bank Construction/Permanent Mortgage”, and together with the Bank Construction/Permanent Note, the Bank Loan Agreement and all other documents, agreements and instruments to be executed or delivered in connection therewith, referred to as the “Bank Loan Documents”; and
WHEREAS, the Federal Home Loan Bank of Boston (“FHLBB”), through and by the Bank as a member of the Affordable Housing Program and Lender under the AHP Subsidy Documents, as hereinafter defined, shall extend to WHA a direct subsidy in the amount of $500,000 (the “AHP Subsidy”), which AHP Subsidy shall be used in relation to the Project and is evidenced and subject to the terms and conditions of a certain Federal Home Loan Bank of Boston Affordable Housing Program Agreement for a Rental Project effective August 7, 2014, as amended, the performance of the terms and conditions thereof to be further evidenced and/or secured by various documents and instruments, including, without limitation, a Promissory Note for Rental Projects
and an Open-End [Leasehold] Mortgage Deed and Security Agreement (collectively with any other documents, agreements and instruments to be executed or delivered in connection therewith referred to as the “AHP Subsidy Documents”, and together with the DOH Grant Documents and the Bank Loan Documents hereinafter sometimes referred to as the “Project Financing Documents”); and
NOW, THEREFORE, BE IT RESOLVED, that the WHA has approved the State Funding, the Bank Loan and the AHP Subsidy; and
BE IT FURTHER RESOLVED, that the WHA may and shall accept the State Funding and AHP Subsidy and borrow the Bank Loan and execute and deliver each and every of the Project Financing Documents in relation thereto; and
FURTHER RESOLVED, that the WHA shall adopt a policy that complies with the nondiscrimination agreements and warranties of Connecticut General Statutes Sections 4a-60 (a) (1) and 4a-60a (a) (1), respectively; and
FURTHER RESOLVED, that the WHA may and shall negotiate, execute and deliver in the name of and on behalf of itself any and all other agreements, guaranties, commitments, notes, instruments, financing statements, mortgages, deeds of trust, deeds, security agreements, assignments of leases and rents, loan agreements, pledges or assignments of any other collateral, indemnities, certificates or other documents as are necessary or advisable to obtain the State Funding, the Bank Loan and the AHP Subsidy; and
FURTHER RESOLVED, that the execution and delivery by the Chairman or any other Commissioner of the WHA, acting on behalf of the WHA, of each of such agreements, guaranties, commitments, notes, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, security agreements, assignments of leases and rents, loan agreements, pledges or assignments of any other collateral, indemnities, certificates or other documents in connection the actions described above, be, and hereby is, authorized and approved in all respects and the Chairman or any such other Commissioner is authorized and empowered in the name of the WHA to execute and deliver the same with such changes thereto as may be approved by the Chairman or such Commissioner; and
FURTHER RESOLVED, that the Chairman or any other Commissioner of the WHA is and shall be hereby authorized to entered into any modification, extensions or amendments relative to the Project Financing Documents as he or she may deem necessary or appropriate in the future; and
FURTHER RESOLVED, that Robert Campbell, as the Chairman of the WHA, or any other Commissioner of the WHA, is hereby authorized, directed and empowered to negotiate, execute and deliver on behalf of the WHA, the agreements, guaranties commitments, notes, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, security agreements, assignments of leases and rents, loan agreements, pledges or assignments of any other collateral, indemnities, certificates or such other documents as in his or her reasonable judgment shall be necessary or desirable to effectuate the transactions contemplated in these resolutions and take such other reasonable action relative to the development and construction of the Project and/or the State Funding, the Bank Loan and/or the AHP Subsidy as in
his reasonable judgment he or she may deem necessary or desirable; and
FURTHER RESOLVED, that the WHA, acting through and by its Chairman or any other Commissioner of the WHA, is hereby authorized to negotiate, enter into, execute and deliver any and all contracts, agreements, written undertakings and/or instruments relating to the development, construction, management or leasing of the Project, including, without limitation, all construction contracts, architect agreements, management agreements and any other Project documents; and
FURTHER RESOLVED, that all actions heretofore taken by or at the direction of the WHA or by its Chairman or any Commissioner in connection with the foregoing transactions are, and they hereby are, authorized, ratified, adopted and approved in all respects.
THE UNDERSIGNED FURTHER CERTIFIES that the present members and Commissioners of the WHA and their respective specimen signatures are as follows:
NAME TITLE SIGNATURE
Robert D. Campbell Chairman ____________________
Wilbur Gangway Vice Chairman ____________________
Donald Berg Secretary ____________________
Claudia D’Agata Treasurer ____________________
Laurel Millix ____________________
IN WITNESS WHEREOF, the undersigned have hereunto set his or her hand as of the 11th day of January, 2016.
_____________________________
Robert D. Campbell
Commissioner
_____________________________
Wilbur Gangway
Commissioner
_____________________________
Donald Berg
Commissioner
_____________________________
Claudia D’Agata
Commissioner
_____________________________
Laurel Millix
Commissioner
CERTIFICATION OF RECORDING SECRETARY
The undersigned duly elected and qualified Recording Secretary of WHA hereby certifies that the foregoing Resolutions are the duly adopted Resolutions of the Commissioners of WHA.
Dated as of January 11, 2016.
_____________________________
Brenda Sullivan
Recording Secretary
There was discussion about the sequence of events leading up to closing and the need for the WHA to sign additional documents.
4. New Business – None.
5. Correspondence – None.
6. Approval of Minutes – In the Dec. 14, 2015 minutes, the word “road” on lines 53 and again on 54 is to be changed to “municipal driveway.” Approval of the minutes was tabled to the next meeting because W. Gangaway didn't attend the December meeting.
7. Treasurer's Report – No Treasurer's Report because C. D'Agata was absent.
8. Adjourn – The meeting adjourned at 7:15 p.m.
Respectfully submitted by Recording Secretary Brenda Sullivan. Please note that minutes are posted prior to being officially approved – changes/corrections are indicated in the subsequent month’s meeting minutes.
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