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AHA-2001-005RESOLUTION NO. AHA2001-5 RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF A MULTIFAMILY HOUSING REVENUE BOND, AUTHORIZING THE EXECUTION AND DELIVERY OF THE BOND, AN INDENTURE OF TRUST, A REGULATORY AGREEMENT, A LOAN AGREEMENT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BOND (SOLARA COURT PROJECT) 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 a multifamily housing revenue bond as authorized by the Act; and WHEREAS, the City Council of the City of Anaheim (the "City Council") has conducted a public hearing on June 19, 2001, 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 a single multifamily housing revenue bond, which bond shall be issued in a single series to be designated "Anaheim Housing Authority Multifamily Housing Revenue Bond (Solara Court Apartments), 2001 Series A" in the principal amount of $8,200,000 (the "Bond"): and WHEREAS, all acts, conditions and things required by the Act, and by all other laws of the State of California, to exist, to have happened and to hav'e"been performed precedent to and in connection with the issuance of the Bond 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 Bond 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; NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORiTY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: DOCSOC',852219vY\22620.0016 1. The above recitals, and each of them, are true and correct. 2. Pursuant to the Act and the Code, the Bond is hereby authorized to be issued pursuant to the provisions of an Indenture of Trust for the Bond (the "Indenture"), between the Authority and the trustee appointed pursuant to Section 3 below (the "Trustee"). The form of the Bond as shall be set forth in the Indenture is hereby approved. The Chairman of the Authority is hereby authorized to execute the Bond 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 Bond shall be used to make a mortgage loan to West Lincoln Housing Partners Limited Partnership, a California limited partnership (the "Borrower"), which shall be applied to acquire, construct and improve a multifamily housing project in the City of Anaheim. The Bond shall be purchased and held by Washington Mutual Bank, FA ("Bondholder") and the Loan shall be serviced by the Bondholder. 3. The Executive Director is hereby authorized and directed to select a bank to act as Trustee under the Indenture for the Authority and the owners of the Bond, 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 Bond. 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 the Bond in excess of $8,200,000. The approval of such officers shall be evidenced conclusively by the execution and delivery of the Indenture. 5. The proposed form of Loan Agreement, including exhibits thereto (the "Loan Agreement") among the Authority, the Bondholder and the Borrower presented to this meeting is hereby approved as the form of Loan Agreement for the Bond. 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 Loan 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 Loan Agreement. 6. 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 Bond. 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. 7. 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 Bond are hereby approved, confirmed and ratified. Upon approval of Authority Counsel and Bond Counsel, the proper officers DOCSOC,852219v3\22620.0016 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, Loan Agreement and other documents herein approved (including instructing the Trustee to authenticate the Bond and executing an endorsement to the Trustee and/or Bondowner (as their interests may appear) 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 Bond 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 Loan Agreement or the Regulatory Agreement in order to carry out the Program. 8. This Resolution shall take effect immediately upon its adoption. DOC SOC\852219v3\22620.0016 PASSED, APPROVED AND ADOPTED, this 6th day of November, 2001. ATTEST: By: S~ ANAHEIM HOUSING,-~UTHORITY APPROVED AS TO FORM: STRADLING YOCCA CARLSON & RAUTH, as Bond Counsel zZ//// By: ~ APPROVED AS TO FORM: J~ - .~ORNEY DO('SOC",852219v 3',22620.0016 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. 5 was passed and adopted at the meeting of the Anaheim Housing Authority held on the 6th day of November, 2001, by the following vote of the members thereof: AYES: Feldhaus, Kring, Tait, McCracken, Daly NOES: None ABSENT: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority signed said Resolution No. 5 on the 6th day of November, 2001. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of November~ 2001. Secreta~oft~~e Anaheim Housing Authority (SEAL) DO( 'SOC/852219v3/,22620.0016