AHA-1985-020RESOLUTION NO. AHA 85 -20
RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE
ISSUANCE, SALE AND DELIVERY OF ANAHEIM HOUSING AUTHORITY
MULTIFAMILY HOUSING REVENUE BONDS, 1985 SERIES B (HERITAGE
VILLAGE ANAHEIM PROJECT), AUTHORIZING THE EXECUTION AND
DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT,
REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE
COVENANTS, INTERCREDITOR AGREEMENT, OFFICIAL STATEMENT AND
BOND PURCHASE AGREEMENT, AND AUTHORIZING THE EXECUTION AND
DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND
APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH
WHEREAS, Chapter 1 of Part 2 of Division 24 of the Health and Safety Code
of the State of California (the "Act ") authorizes housing authorities to incur
indebtedness for the purpose of financing the construction or development of
multifamily rental housing within their area of operation, and the Act provides
a complete, additional and alternative method for doing the things authorized
thereby;
WHEREAS, the Anaheim Housing Authority (the "Authority ") hereby finds and
declares that it is necessary, essential and a public purpose for the Authority
to engage in a program (the "Program ") of financing the construction and
development of multifamily rental housing, and has determined to borrow money
for such purpose by the issuance of revenue bonds as authorized by the Act;
WHEREAS, the Authority hereby finds and declares that this Resolution is
being adopted pursuant to the powers granted by the Act;
WHEREAS, a notice of a public hearing with respect to the proposed
issuance of the Bonds (hereinafter defined) and the financing of the multifamily
rental housing development (the "Project ") with the proceeds thereof has been
published in a newspaper of general circulation in the City of Anaheim,
California (the "City ") not less than fourteen days prior to the date of such
hearing;
WHEREAS, said public hearing was held before the City Council of the City,
and an opportunity was provided for interested parties to present arguments for
and against the issuance of the Bonds and the financing of the Project with the
proceeds of the Bonds;
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WHEREAS, all conditions, things and acts required to exist, to have
happened and to have been performed precedent to and in the issuance of the
Bonds and the implementation of the Program as contemplated by this resolution
and the documents referred to herein exist, have happened and have been
performed in due time, form and manner as required by the laws of the State of
California, including the Act; and
WHEREAS, since rent subsidies or other financial aid from the federal or
state government are not readily available for the Project to be financed with
the proceeds of the Bonds, the Authority hereby finds that it is not
economically feasible to reserve one -half of the units in the Project available
for occupancy on a priority basis to low- income households for occupancy on a
priority basis by individuals and families whose adjusted gross income does not
exceed 50 percent of the median adjusted gross income for the area, as median
adjusted gross income may, from time to time, be determined pursuant to Section
8 of the United States Housing Act of 1937.
NOW, THEREFORE, BE IT RESOLVED by the Anaheim Housing Authority, as
follows:
1. The Authority hereby finds and declares that the above recitals are
true and correct.
2. Pursuant to the Act and the Indenture (hereinafter defined), revenue
bonds of the Authority, designated as "Anaheim Housing Authority Multifamily
Housing Revenue Bonds, 1985 Series B (Heritage Village Anaheim Project)" in an
aggregate principal amount not to exceed $10,000,000 (the "Bonds "), are hereby
authorized to be issued. The Bonds shall be executed by the manual or facsimile
signature of the Chairman of the Authority, the facsimile of the seal of the
Authority shall be reproduced thereon and attested by the manual or facsimile
signature of the Secretary of the Authority, in the form set forth in and
otherwise in accordance with the Indenture.
3. The proposed form of indenture of trust (the "Indenture ") between the
Authority and a trustee to be selected by the Chairman of the Authority upon
consultation with the Authority's staff and the financial advisor to the
Authority (the "Trustee "), in substantially the form presented to this meeting,
is hereby approved. The Chairman of the Authority is hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and
deliver the Indenture, and the Secretary of the Authority is hereby authorized
and directed, for and in the name and on behalf of the Authority, to attest the
signature of the Chairman of the Authority, in substantially said form, with
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such additions thereto or changes therein as are approved by the Chairman of the
Authority upon consultation with Bond Counsel to the Authority (including such
additions or changes as are necessary or advisable in accordance with Section 10
hereof, provided that no additions or changes shall authorize an aggregate
principal amount of Bonds in excess of $10,000,000), the approval of such
additions or changes to be conclusively evidenced by the execution and delivery
of said Indenture by the Chairman of the Authority. The date, maturity dates,
interest rate or rates, interest payment dates, denominations, form,
registration privileges, manner of execution, place of payment, terms of
redemption and other terms of the Bonds shall be as provided in the Indenture as
finally executed.
4. The proposed form of loan agreement (the "Loan Agreement ") among the
Authority, the Trustee and Calmark Heritage Park /Anaheim II, Ltd., A California
Limited Partnership (the "Developer "), in substantially the form presented to
this meeting, is hereby approved. The Chairman of the Authority is hereby
authorized and directed to execute and deliver the Loan Agreement in
substantially said form, with such additions thereto or changes therein as are
recommended or approved by the Chairman of the Authority upon consultation with
Bond Counsel to the Authority including such additions or changes as are
necessary or advisable in accordance with Section 10 hereof, the approval of
such changes to be conclusively evidenced by the execution and delivery of said
Loan Agreement by the Chairman of the Authority.
5. The proposed form of regulatory agreement and declaration of
restrictive covenants (the "Regulatory Agreement ") among the Authority, the
Trustee and the Developer, in substantially the form presented to this meeting,
is hereby approved. The Chairman of the Authority is hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and
deliver the Regulatory Agreement in substantially said form, with such additions
thereto or changes therein as are recommended or approved by the Chairman of the
Authority upon consultation with Bond Counsel to the Authority including such
additions or changes as are necessary or advisable in accordance with Section 10
hereof, the approval of such additions or changes to be conclusively evidenced
by the execution and delivery of said Regulatory Agreement by the Chairman of
the Authority.
6. The proposed form of intercreditor agreement (the " Intercreditor
Agreement ") among the Authority, First Interstate Bank of California and the
Trustee, in substantially the form presented to this meeting, is hereby
approved. The Chairman of the Authority is hereby authorized and directed for
and in the name of and on behalf of the Authority, to execute and deliver the
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Intercreditor Agreement in substantially said form, with such additions thereto
or changes therein as are recommended or approved by the Chairman of the
Authority upon consultation with Bond Counsel to the Authority including such
additions or changes as are necessary or advisable in accordance with Section 10
hereof, the approval of such changes to be conclusively evidenced by the
execution and delivery of said Intercreditor Agreement by the Chairman of the
Authority.
7. The proposed form of purchase agreement (the "Purchase Contract ")
among the Authority, First Interstate Bank of California (the "Underwriter "),
and the Developer in substantially the form presented to this meeting, is hereby
approved. The Chairman of the Authority is hereby authorized and directed, for
and in the name and on behalf of the Authority, to accept the offer of the
Underwriter to purchase the Bonds contained in the Purchase Contract (when such
offer is made and if such offer is consistent with Section 3 of this Resolution)
and to execute and deliver said Purchase Contract.
8. The proposed form of official statement relating to the Bonds (the
"Official Statement ") in substantially the form of the Preliminary Official
Statement presented to this meeting, is hereby approved. The Chairman of the
Authority is hereby authorized and directed, for and in the name and on behalf
of the Authority, to execute the Official Statement in substantially said form,
with such additions thereto or changes therein as are recommended or approved by
the Chairman of the Authority upon consultation with Bond Counsel to the
Authority, the approval of such additions or changes to be conclusively
evidenced by the execution and delivery of said Official Statement by the
Chairman of the Authority. The Underwriter is hereby authorized to distribute
copies of said Official Statement to persons who may be interested in the
purchase of the Bonds and are directed to deliver such copies to all actual
purchasers of the Bonds. Distribution by the Underwriter of the Preliminary
Official Statement relating to the Bonds is hereby approved and authorized.
9. The Bonds, when executed, shall be delivered to the Trustee for
authentication. The Trustee is hereby requested and directed to authenticate
the Bonds by executing the Trustee's certificate of authentication and
registration appearing thereon, and to deliver the Bonds, when duly executed and
authenticated, to the Underwriter in accordance with written instructions
executed on behalf of the Authority by the Chairman of the Authority, which
instructions said officer is hereby authorized and directed, for and in the name
and on behalf of the Authority, to execute and deliver to the Trustee. Such
instructions shall provide for the delivery of the Bonds to the Underwriter in
�d
accordance with the Purchase Contract, upon payment of the purchase price
therefor. _.
10. All actions heretofore taken by the officers and agents of the
Authority with respect to the establishment of the Program and the sale and
issuance of the Bonds are hereby approved, confirmed and ratified, and the
proper officers of the Authority are hereby authorized and directed, for and in
the name and on behalf of the Authority, to do any and all things and take any
and all actions and execute any and all certificates, agreements and other
documents, which they, or any of them, may deem necessary or advisable in order
to consummate the lawful issuance and delivery of the Bonds in accordance with
this resolution and resolutions heretofore adopted by the Authority and in order
to carry out the Program, including but not limited to those certificates,
agreements and other documents in the Indenture, the Loan Agreement,
the Regulatory Agreement, the'Intercreditor Agreement, the Purchase Contract and
the other documents here h','approved and any certificates, agreements or
documents as may be necessary to evidence credit support or additional security
for the Bonds.
11. This Resolution shall take effect immediately upon its adoption.
THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Housing
Authority this 17th day of December, 1985.
Chairman
Anaheim Housing Authority
ATTEST:
Secretary
Anahei Housing Aut rity
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STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Anaheim Housing Authority, do hereby
certify that the foregoing Resolution No. AHA85 -20 was passed and adopted at a
regular meeting of the Anaheim Housing Authority held on the 17th day of
December, 1985, by the following vote of the members thereof:
AYES: AUTHORITY MEMBERS: Kaywood, Overholt, Bay, Pickler and Roth
NOES: AUTHORITY MEMBERS: None
ABSENT: AUTHORITY MEMBERS: None
AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority
signed said Resolution on the 17th day of December, 1985.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of
December, 1985.
SECRETARY OF THE ANAHEIM HOMING AUTHORITY
(SEAL)