AHA-2000-003RESOLUTION NO.AH~2000-3
RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING
THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING
REVENUE BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF
THE BONDS, A TRUST INDENTURE, BOND PURCHASE AGREEMENT,
REGULATORY AGREEMENT, FINANCING AGREEMENT, ASSIGNMENT
AND INTERCREDITOR AGREEMENT AND 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; and
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; and
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; and
WHEREAS, the City Council of the City of Anaheim (the "City Council") has conducted a
public hearing on March 21, 2000, 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 to be designated "Anaheim Housing Authority Multifamily Housing Revenue
Bonds (The Fountains at Anaheim Hills), 2000 Series A" (the "Bonds") in the principal amount of
$20,244,000; and
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
California, 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
WHEREAS, this Board hereby finds and declares that this Resolution is being adopted
pursuant to the powers granted by the Act.
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NOW, THEREFORE, 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 form of Bonds as shall be set forth in
the Indenture is 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 Anaheim Hills Fountains Senior Apartments, LLC, a
Delaware limited liability company (the "Borrower"), which shall be applied to provide permanent
financing for a multifamily housing project in the City of Anaheim. Fannie Mae 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 $20,244,000, 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
and approved by such officers, the approval of such officers to be evidenced conclusively by the
execution and delivery of the Financing Agreement.
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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 Mac (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
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.
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11. This Resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED, this 20th day of June, 2000.
ANAHEIM HOUSING AUTHORITY
By: / (~
Chairman
ATTEST:
By: Se~cre~(t
APPROVED AS TO FORM:
STRADL1NG, YOCCA, CARLSON & RAUTH,
as Bond Counsel
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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 N~N2iS00'w~as passed and adopted at the meeting of the Anaheim
Housing Authority held on the 20th day of June, 2000, by the following vote of the members thereof:
AYES: Feldhaus,
NOES: None
ABSENT: None
Kring, Tait, McCracken, Daly
AND I FURj~I~g,0~_E~TIFY that the Chairman of the Anaheim Housing Authority signed
said Resolution No. on the 20m day of June, 2000.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day of June, 2000.
(SEAL)
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