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AHA-2017-001RESOLUTION NO. AHA -2 01 7 -0 01 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING REVENUE NOTE ("NOTE") IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $17,000,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION AND EQUIPPING OF THE SEA WIND APARTMENTS MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTE, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE NOTE WHEREAS, pursuant to the Housing Authorities Law, Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code ("Housing Authorities Law"), the Anaheim Housing Authority, a public body corporate and politic organized, existing and operating pursuant to the Housing Authorities Law, ("Authority") is empowered to issue revenue bonds or notes for the purpose of financing the acquisition, construction, rehabilitation, refinancing, development, and operation of multifamily rental housing; and WHEREAS, Sea Wind 2016 LP, a California limited partnership (the "Borrower"), intends to acquire, rehabilitate and equip a 90 -unit plus one manager's unit multifamily residential project on that certain real property located at 1925 West Greenleaf Avenue in the City of Anaheim, California (together, "Project"); and WHEREAS, the Borrower has requested Authority to issue a tax-exempt multifamily housing revenue notes in one or more series in an aggregate principal amount not to exceed $17,000,000 (the "Notes") and to loan the proceeds of the Notes to the Borrower to finance the acquisition, rehabilitation and equipping through completion of the Project, and WHEREAS, Authority, by action of its Governing Board ("Governing Board"), desires to assist the Borrower and to increase the supply of affordable housing by making a portion of the units in the Project available for low and very low income persons or families, and in order to accomplish such purposes it is desirable for Authority to provide for the issuance of the Notes and financing of the Project; and WHEREAS, the Authority intends to enter into a Funding Loan Agreement, by and among the Authority, Wilmington Trust, National Association (the "Fiscal Agent") and Citibank, N.A. (the "Funding Lender"), dated as of February 1, 2017 (the "Funding Loan Agreement"), whereby the Funding Lender will loan the Authority up to $17,000,000 (the "Funding Loan") and the Authority will use the proceeds of such Funding Loan to make a loan to the Borrower pursuant to that certain Borrower Loan Agreement, to be entered into by and between the Authority and the Borrower (the "Borrower Loan Agreement") in an amount up to $17,000,000 (the "Borrower Loan") to provide financing to acquire, rehabilitate and equip the Project; and WHEREAS, pursuant to the Funding Loan Agreement, the Authority intends to execute and deliver to the Funding Lender its Notes in one or more series evidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement; and WHEREAS, the Authority's obligation to repay the Notes shall be limited solely to the multifamily notes executed and delivered by the Borrower to the Authority in one or more series (the "Borrower Notes") and other moneys and security pledged under the Funding Loan Agreement and Borrower Loan Agreement; and WHEREAS, the Authority will loan the proceeds of the Notes to the Borrower and the Borrower will use the proceeds of the Notes exclusively to finance the costs of acquisition and rehabilitation of the Project and the costs of issuing the Note; and WHEREAS, Government Code Section 8869.85 requires a local agency to file an application with the California Debt Limit Allocation Committee ("Committee") prior to the issuance of tax-exempt multifamily housing revenue notes and the Authority has filed such an application; and WHEREAS, the Committee has allocated to the Project $17,000,000 of the State of California 2016 State ceiling for private activity bonds or notes under Section 146 of the Internal Revenue Code of 1986; and WHEREAS, it is the intent of the Authority to enter into bond documentation to govern the Notes to be issued (collectively, the "Transaction Documents"), including: (1) the Funding Loan Agreement; (2) the Borrower Loan Agreement; and (3) a regulatory agreement and declaration of restrictive covenants, by and between the Authority and the Borrower (the "Regulatory Agreement"); and WHEREAS, it appears that each of the documents and instruments described herein now before this meeting is in a substantially appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended. NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: 1. Authorization of Notes. In accordance with the Act and pursuant to the Funding Loan Agreement and the Borrower Loan Agreement, the City is authorized to issue, execute and deliver the Notes in one or more series in an aggregate principal amount not to exceed $17,000,000, with an interest rate or rates, a maturity date or dates and other terms as provided in the Funding Loan Agreement as finally executed for the Note; provided, however, that the maximum interest rate on the Notes shall not exceed 12 percent per annum and the final maturity of the Notes shall not exceed 40 years from the date of issuance. The outstanding principal amount of the Notes shall be in the amounts advanced by the owner of each Note from time to time to fund the loan to the Borrower, not to exceed the aggregate principal amount of $17,000,000. The Notes shall be in the form set forth in and otherwise in accordance with the Funding Loan Agreement, and shall be executed on behalf of Authority by the manual or facsimile signature of the Chairman of the Authority ("Chairman") or the Executive Director of the Authority ("Executive Director," and, together with the Chairman, the "Authorized Officers"), and the manual or facsimile seal of the Authority shall be impressed or reproduced thereon and each Note shall be attested by the manual or facsimile signature of the Secretary of the Authority ("Secretary"). 4 2. Approval of Transaction Documents. The proposed form of each of the Transaction Documents presented at this meeting is hereby approved, and any Authorized Officer is authorized to execute, and the Secretary is authorized to attest, the Transaction Documents in substantially said form, with such additions thereto and changes therein as such Authorized Officer may approve or recommend in accordance with Section 3 hereof. Additionally, the proposed form of the Borrower Notes to be executed by the Borrower in connection with the issuance of the Notes presented at this meeting is hereby approved. 3. Approval of Changes to Documents. Any Authorized Officer executing a document approved herein, in consultation with General Counsel and Special Counsel, is authorized to approve and make such modifications, changes or additions to the Transaction Documents or other documents as may be necessary or advisable, and the approval of any modification, change or addition to any of the aforementioned agreements shall be evidenced conclusively by the execution and delivery thereof by such Authorized Officer and approval as to form by General Counsel and Special Counsel. Further, any Authorized Officer, acting alone, is authorized to execute any assignment agreement related to any mortgage note, mortgage, deed of trust or other document related to the loan made to the Borrower from the proceeds of the Note. 4. Actions Ratified and Authorized. All actions heretofore taken by the officers, employees and agents of Authority with respect to the issuance of the Notes are approved, confirmed and ratified, and the officers, employees and agents of Authority are authorized and directed, for and in the name and on behalf of Authority, 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 documents described in the Transaction Documents 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 Notes and to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and resolutions heretofore adopted by the Governing Board. In the event that the Secretary is unavailable to sign any document related to the Note, any Deputy Secretary of the Authority may sign on behalf of the Secretary. 5. Further Consents. Approvals and Other Actions. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution or otherwise appropriate in the administration of the Notes and the lending program financed thereby, including without limitation any of the foregoing that may be necessary or desirable in connection with any amendment of such documents, any transfer of the Project, any substitution of security for the Note, or any redemption of the Notes may be taken or given by the Chairman or the Executive Director, and the Chairman or the Executive Director are hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this Resolution. 6. Conflicting Resolutions Repealed. As to the Note, all prior resolutions or parts thereof, if any, in conflict herewith are, to the extent of such conflict, repealed. 7. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this Resolution. 3 Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon its adoption. 9. Certification. The Secretary shall certify to the passage and adoption of this Resolution. 4 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS 7TH DAY OF FEBRUARY, 2017, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Tait and Authority Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None r APPROVED AS TO FORM: OF E OF T E CITY ATTORNEY CHAIRMAN w SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LINDA ANDAL, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing is the original Resolution No. AHA 2017-001 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 7th day of February, 2017, by the following vote of the members thereof: AYES: Chairman Tait and Authority Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of February, 2017. A. I - (r, S) �� SECRETARY OF THE ANAHEIM HOUSING AUTHORITY (SEAL)