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AHFC Board of Directors Meeting ALASKA HOUSING FINANCE CORPORATION BOARD OF DIRECTORS REGULAR BOD MEETING IN ANCHORAGE May 27, 2020 10:00 a.m. Anchorage I. ROLL CALL II. APPROVAL OF AGENDA III. MINUTES: April 29, 2020 Next Resolution: #20-07 IV. PUBLIC COMMENTS V. OLD BUSINESS: VI. NEW BUSINESS: A. Consideration of a resolution authorizing the issuance of up to $4,000,000 Conduit Revenue Bonds 2020 (Yenlo II Project). (20-07) B. Consideration of a resolution authorizing the issuance of up to $3,800,000 nd Conduit Revenue Bonds 2020 (West 32 Project). (20-08) C. Consideration of a resolution adopting the Five-Year Consolidated Housing and Community Development Plan for the State of Alaska for SFY2021-2025, (FFY2020-2024) and directing staff to file the Plan with the U.S. Department of Housing and Urban Development. (20-09) D. Consideration of a resolution adopting the SFY2021, (FFY2020) Housing and Community Development Annual Action Plan (AAP) and directing staff to file the Plan with the U.S. Department of Housing and Urban Development. (20-10) E. Consideration of a resolution adopting the SFY2021-2025, (FFY2020-2024) Consolidated Housing and Community Development Plan’s Citizen Participation Plan. (20-11) F. Consideration of a resolution adopting the Amended SFY2020, (FFY2019) Housing and Community Development Annual Action Plan (AAP) to receive the 2020 CARES Act funds for CDBG-CV and ESG-CV. (20-12) G. Consideration of a resolution adopting the Amended SFY2016-2020, (FFY2015- 2019) Consolidated Housing and Community Development Plan’s Citizen Participation Plan. (20-13) VII. REPORT OF THE CHAIR VIII. BOARD COMMITTEE REPORTS: NONE IX. REPORT OF THE EXECUTIVE DIRECTOR X. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE BOARD Monthly Reports and Meeting Schedules XI. EXECUTIVE SESSION: Corporation’s operational and personnel matters that may have an impact on the Corporation’s financial matters. Board action related to this matter, if any, will take place in the public session following the Executive Session. **The Chair may announce changes in the Order of Business during the meeting. ALASKA HOUSING FINANCE CORPORATION BOARD OF DIRECTORS REGULAR MEETING April 29, 2020 10:00 a.m. Anchorage/Juneau/Fairbanks The Board of Directors of Alaska Housing Finance Corporation met April 29, 2020 in the AHFC boardroom, 4300 Boniface Parkway in Anchorage, AK at 10:00 a.m. Board members present were: BRENT LEVALLEY CHAIRMAN Via teleconference Member of the Board VIVIAN STIVER Via teleconference Member of the Board HAVEN HARRIS Member of the Board Via teleconference ROBERT YUNDT Member of the Board Via teleconference MIKE BARNHILL Designee for Commissioner Via teleconference Department of Revenue JOHN SPRINGSTEEN Designee for Commissioner Via teleconference Department of Commerce, Community & Economic Development ALBERT WALL Designee for Commissioner Via teleconference Department of Health & Social Services Member of the Board I. ROLL CALL. A quorum was declared present and the meeting was duly and properly convened for the transaction of business. II. APPROVAL OF AGENDA. CHAIR LEVALLEY proposed the agenda be approved as presented. Seeing and hearing no objections, the agenda was approved as presented. 1 III. MINUTES OF MARCH 25, 2020. CHAIR LEVALLEY asked for revisions or acceptance of the minutes. Seeing and hearing no objection, the minutes were approved as presented. IV. PUBLIC COMMENTS. In Anchorage: no public were present. In Fairbanks: no public were present. In Juneau: no public were present. V. OLD BUSINESS. No Old Business to discuss with the Board. VI. A. CONSIDERATION OF A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $250,000,000 GENERAL MORTGAGE REVENUE BONDS II, IN ONE OR MORE SERIES. BRYAN BUTCHER introduced the item and MIKE STRAND presented. Mr. Strand stated that staff is proposing the issuance of up to $250 million General Mortgage Revenue Bonds II, 2020, in one or more series, similar to other previously approved General Mortgage Revenue Bonds II, of which there are currently $480 million outstanding. In accordance with our Fiscal Policies and subject to the Board’s concurrence with the findings, this Bond Resolution approves the various Bond documents and authorizes the sale of the Bonds by a negotiated method-of-sale with the underwriting group chosen by the evaluation committee. Discussion followed. HAVEN HARRIS made a motion to approve Resolution 2020-06. VIVIAN STIVER seconded the motion. The resolution was unanimously approved. (7-0) RESOLUTION #2020-06 RESOLUTION OF THE ALASKA HOUSING FINANCE CORPORATION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $250,000,000 AGGREGATE AMOUNT OF GENERAL MORTGAGE REVENUE BONDS II IN ONE OR MORE SERIES; AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL INDENTURE FOR EACH SUCH SERIES TO SECURE SUCH 2020 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS AND ONE OR MORE CONTINUING DISCLOSURE CERTIFICATES RELATING TO THE SALE OF THE 2020 BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT WITH RESPECT TO THE 2020 BONDS AND THE DISTRIBUTION OF A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE 2020 BONDS; AND AUTHORIZING AND APPROVING RELATED MATTERS. 2 VII. REPORT OF THE CHAIR. CHAIR LEVALLEY thanked the AHFC Staff for their diligence to stay operational during the COVID-19 pandemic, yet making sure staff stayed safe and compliant with regulations. VIII. BOARD COMMITTEE REPORTS. Audit Committee. KEVIN TUNE gave an overview of the Audit Committee Meeting that was held earlier today. IX. REPORT OF THE EXECUTIVE DIRECTOR. BRYAN BUTCHER reported on: 1.) Coronavirus update, more detail from Mark Romick in department monthly reports; 2.) Teleconferences with many of the partners we work with to keep up to date on the almost daily changes: weekly with the White House, HUD, Fannie Mae, our Congressional delegation, NCSHA, banks we do business with, nonprofits, etc; 3.) Weekly updates to staff to keep them informed of happenings; 4.) Operating budget/Capital budget fully funded, signed 4/6; 5.)SB 241, COVID-19 Relief bill signed 4/9. Included: A. Moratorium on evictions for COVID related financial hardship through 6/30. HUD has allowed us to make up rent shortages for our voucher clients to keep landlords whole. B. Moratorium on foreclosures for COVID related financial hardship through 6/30. Forbearances available through our servicers. C. We are submitting data to the Governor’s office for the monthly reports to the legislature on crisis related spending. 5/1; 6.) Homeless Leadership Council meetings; 7.) Tiger Team meetings. X. OTHER MATTERS. CHAIR LEVALLEY asked if there were any other matters to properly come before the board. 1. Monthly Loan Reports. E.O. Mark Romick, Finance, Mortgage and Public Housing reports were presented for discussion and review. 2. Schedule of Board Meetings: AHFC Regular BOD Meeting May 27, 2020 10:00 am Anchorage XI. EXECUTIVE SESSION: CORPORATION’S OPERATIONAL MATTERS THAT MAY HAVE AN IMPACT ON THE CORPORATION. No Executive Session was required today. 3 XII. OTHER MATTERS. CHAIR LEVALLEY asked if there were any other matters to properly come before the board. JOHN SPRINGSTEEN made a motion to adjourn. Seeing and hearing no objections, the meeting was adjourned at 10:58 a.m. ATTESTED: Brent LeValley - Board Chair Bryan Butcher CEO/Executive Director 4 ALASKA HOUSING FINANCE CORPORATION BOARD CONSIDERATION MEMORANDUM Date: May 27, 2020 Staff: Jordon Matukonis Item: Revenue Bonds 2020 (Yenlo II Project) Background: The Yenlo II Project, a 22-unit multi-family affordable housing development in Wasilla, Alaska, includes 4% low-income housing tax credits, which require that 50% of the project costs be funded with tax-exempt bonds. This conduit revenue bond issuance satisfies that IRS requirement by selling short-term bonds directly to the construction lender and retiring them when the loan is repaid through tax-credit proceeds, mortgages or other revenues. Structuring an affordable housing financing package like this provides developers with the necessary funding sources to complete the project. The bonds will be sold directly to the construction lender and serviced by the borrower, Yenlo II Limited Partnership. The borrower is using Northrim Bank as their construction lender so this bond transaction will be done as a private placement instead of a public sale. AHFC will act only as an administrator and no corporate funds will be used, similar to the Marina and Karina Park Project in 2018. Bond Issue: Subject to the Board’s approval and in accordance with our policies, this Bond Resolution approves the various bond documents and authorizes the sale of up to $4,000,000 in bonds by private placement to Northrim Bank. Attached for review are drafts of the Agreement to Issue Bond and Assignment, Bond Purchase Agreement, Loan Agreement and Regulatory Agreement. Recommendation: Staff recommends Board approval. 1 BOARD RESOLUTION OF ALASKA HOUSING FINANCE CORPORATION RESOLUTION 20-07 RESOLUTION OF THE ALASKA HOUSING FINANCE CORPORATION AUTHORIZING THE ISSUANCE AND SALE OF A NOT TO EXCEED $4,000,000 REVENUE BOND, 2020 (YENLO II PROJECT); AUTHORIZING AN AGREEMENT TO ISSUE BOND AND ASSIGNMENT TO SECURE SAID BOND; AUTHORIZING A BOND PURCHASE AGREEMENT RELATING TO THE SALE OF SAID BOND; AND AUTHORIZING AND APPROVING RELATED MATTERS. WHEREAS, the Alaska Housing Finance Corporation (“the Corporation”) has determined to issue its Revenue Bond, 2020 (Yenlo II Project), the aggregate principal amount of which will not exceed $4,000,000
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