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AHA-2000-005RESOLUTION NO. AI4A 2000-5 RESOLUTION OF THE ANAHEIM HOUS1NG AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A REGULATORY AGREEMENT, A FINANCING AGREEMENT, AN ASSIGNMENT AND INTERCREDITOR AGREEMENT AND AN OFFICIAL STATEMENT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS 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 finance the acquisition, construction, rehabilitation and development of multifamily rental housing for persons and families meeting the income limitations contained in the Act; WHEREAS, the Anaheim Housing Authority (the "Authority") hereby finds and declares that it is necessary, essential and a public purpose for the Authority to finance multifamily rental housing pursuant to the Act, in order to increase the supply of such housing in the City of Anaheim available to persons and families within the income limitations established by the Act; WHEREAS, the Authority desires to undertake a program to finance multifamily rental housing pursuant to the Act (the "Program") and desires at this time to provide for the borrowing of money for such purpose through the issuance of multifamily housing revenue bonds as authorized by the Act; WHEREAS, the City Council of the City of Anaheim (the "City Council") has conducted a public hearing on December 7, 1999, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and has approved the issuance by the Authority of multifamily housing revenue bonds, which bonds shall be issued in two series to be designated "Anaheim Housing Authority Variable Rate Demand Multifamily Housing Revenue Bonds (Cobblestone Apartments), 2000 Series B" in the principal amount of $3,580,000 (the "Series B Bonds"), and "Anaheim Housing Authority Variable Rate Demand Taxable Multifamily Housing Revenue Bonds (Cobblestone Apartments), 2(}00 Series B-T," in the principal amount of $400,000 (the "Series B-T Bonds" and, collectively with the Series B Bonds, the "Bonds"); WHEREAS, all acts, conditions and things required by the Act, and by all other laws of the State of Califomia, to exist, to have happened and to have been performed precedent to and in connection with 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 regular and due time, form and manner as required by the laws of the State of Califomia, including the Act, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms herein provided; and DOCSOC\737425v3\22620.0014 WHEREAS, this Board hereby finds and declares that this Resolution is being adopted pursuant to the powers granted by the Act; NOW, THEREFOE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: 1. The above recitals, and each of them, are true and correct. 2. Pursuant to the Act and the Code, the Bonds are hereby authorized to be issued pursuant to the provisions of a Trust Indenture for the Bonds (the "Indenture"), between the Authority and the trustee appointed below (the "Trustee"). The forms of the Bonds as shall be set forth in the Indenture are hereby approved. The Chairman of the Authority is hereby authorized to execute the Bonds by manual or facsimile signature and the Secretary is hereby authorized to attest the facsimile of the seal of the Authority imprinted thereon by manual or facsimile signature. The proceeds of the Bonds shall be used to make a mortgage loan to KDF Cobblestone II, L.P., a Califomia limited partnership (the "Borrower"), which shall be applied to acquire and rehabilitate a multifamily housing project in the City of Anaheim. Fannie Mac will provide credit enhancement and liquidity support for the Bonds. 3. Wells Fargo Bank, National Association is hereby appointed as Trustee under the Indenture for the Authority and the owners of the Bonds, with the powers and duties of Trustee as set forth in the Indenture. 4. The proposed form of Indenture presented to this meeting is hereby approved as the form of Indenture for the Bonds. The Chairman or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially the form presented, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel and approved by such officers, provided that such additions or changes shall not authorize an aggregate principal amount of Bonds in excess of $3,980,000, the approval of such officers to be evidenced conclusively by the execution and delivery of the Indenture. 5. The proposed form of Bond Purchase Agreement, among the Authority, the Borrower and the purchaser named therein, presented to this meeting (the "Purchase Agreement"), is hereby approved as the form of Purchase Agreement for the Bonds. The Chairman or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the purchaser to purchase the Bonds contained in the Purchase Agreement and to execute and deliver the Purchase Agreement in substantially the form presented, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel and approved by such officers, the approval of such officers to be evidenced conclusively by the execution and delivery of the Purchase Agreement. 6. The proposed form of Financing Agreement (the "Financing Agreement") among the Authority, the Trustee and the Borrower presented to this meeting is hereby approved as the form of Financing Agreement for the Bonds. The Chairman or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Financing Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel DOCSOC\737425v3X22620.0014 and approved by such officers, the approval of such officers to be evidenced conclusively by the execution and delivery of the Financing Agreement. 7. The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), among the Authority, the Trustee and the Borrower presented to this meeting is hereby approved as the form of Regulatory Agreement for the Bonds. The Chairman or the Executive Director and the Secretary of the Authority are 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 Authority Counsel and Bond Counsel and approved by such officers, the approval of such officers to be evidenced conclusively by the execution and delivery of the Regulatory Agreement. 8. The proposed form of Assignment and Intercreditor Agreement among the Authority, the Trustee and Fannie Mae (the "Assignment") presented to this meeting is hereby approved as the form of Assignment for the Bonds. The Chairman or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment in substantially said form, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel and approved by such officers, the approval of such officers to be evidenced conclusively by the execution and delivery of the Assignment. 9. The proposed form of Preliminary Official Statement (the "Preliminary Official Statement") presented to this meeting is hereby approved, and the purchaser named in the Purchase Agreement is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in the form hereby approved, together with such conforming changes therein or additions thereto as are determined necessary by the Chairman or the Executive Director of the Authority, upon consultation with Authority Counsel. The Chairman or the Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute a final Official Statement for the Bonds in substantially the form of the Preliminary Official Statement, with such additions thereto or changes therein describing the specific form and terms of the Bonds as are recommended or approved by Authority Counsel and approved by such officers, such approval to be evidenced conclusively by the execution and delivery of the Official Statement. 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. Upon approval of Authority Counsel and Bond Counsel, 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 and deliver any and all certificates, agreements and other documents, including, but not limited to, those described in the forms of Indenture, Financing Agreement, Purchase Agreement and other documents herein approved (including instructing the Trustee to authenticate the Bonds and executing an endorsement to the Trustee of the Authority's interest in the mortgage note evidencing the mortgage loan) 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 in order to carry out and administer the Program. The Chairman, the Executive Director and the Secretary of the Authority are hereby authorized and directed to execute and deliver from time to time any amendments to documents relating to the Program as may be approved by Bond Counsel and Authority Counsel and such certificates, statements, requests, notices or orders as are required with respect to certain DOCSOC\737425v3\22620,0014 discretionary actions that may be taken by the Authority under the Indenture, the Financing Agreement, the Assignment or the Regulatory Agreement in order to carry out the Program. 11. This Resolution shall take effect immediately upon its adoption. DOCSOC\737425v3L22620.0014 PASSED, APPROVED AND ADOPTED, this 11th day of July, 2000. ATTEST: By: ~ ~ec ANAHEIM HOUSING AUTHORITY Chairman APPROVED AS TO FORM: STRADLING YOCCA CARLSON & RAUTH, as Bond Counsel DOCSOC\737425v3~22620.0014 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing Resolution No. AHA2000-5 was passed and adopted at a regular meeting of the Anaheim Housing Authority held on the 11th day of July, 2000 by the following vote of the members thereof: AYES: CHAIRMAN/AUTHORITY MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: CHAIRMAN/AUTHORITY MEMBERS: None ABSENT: CHAIRMAN/AUTHORITY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority signed said Resolution No. AHA2000-5 on the 1 lth day of July, 2000. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1 lth day of July, 2000. (SEAL)