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ARA1980-046RESOLUTION NO. ARA80 -46 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF ANAHEIM REDEVELOPMENT AGENCY COMMERCIAL DEVELOPMENT REVENUE NOTE, FOR THE PURPOSE OF FUNDING A CONSTRUCTION AND TAKE -OUT LOAN TO ONE NINETY EIGHT ASSOCIATES WHEREAS, the Anaheim Redevelopment Agency ( "Issuer ") is a public body, corporate and politic, organized and existing under the Community Redevelopment Law of the State of California (the "Law "), and is empowered under the Law and in particular under Chapter 8, commencing with Section 33750 thereof (the "Act ") to make our purchase low- interest loans through or from qualified mortgage lenders to finance residential and certain commercial construction, and to issue bonds, notes and other obligations for the purposes of financing such construction; and WHEREAS, on June 3, 1980 the Issuer adopted Resolution No. ARA 80 -16 stating its intention to issue tax - exempt bonds or notes for a commercial office building owned by One Ninety Eight Associates, a California partnership ( "Owner "); and WHEREAS, on June 3, 1980 Issuer adopted Resolution No. ARA 80 -17 and made certain findings that the proposed office building was an integral part of a residential neighborhood, as required by the Act; WHEREAS, to obtain funds with which to assist Owner in financing the Project, Issuer proposes to issue and sell a commercial development revenue note (the "Note ") in an aggregate principal amount not to exceed $2,800,000, to be secured by, in part, a loan agreement (the "Agreement ") between Issuer and Union Bank, as Construction Lender ( "Construction Lender ") ; and WHEREAS, the Guardian Life Insurance Company has given a written commitment to the Owner to purchase the Note from the Construction Lender at the expiration of the construction loan; and WHEREAS, the Note shall not be deemed to constitute a debt or liability of Issuer, or a pledge of faith and credit of Issuer or the City of Anaheim; and WHEREAS, neither Issuer nor any persons executing the Note shall be subject to personal liability or accountability due to issuance of the Note; and WHEREAS, Dan W. Heil and William C. Stookey, as One Ninety Eight Associates, will execute a Guaranty Agreement at the time of closing the loan providing that they will guarantee re- payment of the Note; and WHEREAS, under the Agreement, Construction Lender will advance proceeds of the Note to the extent required to fund advances to Owner to finance the Project; and WHEREAS, under the Buy and Sell Agreement, Permanent Lender will agree to purchase the Note from the Construction Lender one year from the date the Note is issued, unless such date is extended by consent of the parties; and WHEREAS, Issuer has caused to be prepared and presented to this meeting the following instruments: 1. The form of Construction Loan Agreement; 2. The form of the Loan Agreement; and 3. The form of the Commercial Development Revenue Note; WHEREAS, it appears that each of the foregoing documents and instruments is in appropriate form for execution and delivery for the purposes intended. NOW, THEREFORE, IT IS RESOLVED as follows: Section 1. Findings and Determinations. It is hereby bound and determined that it is necessary an esirable for Issuer to assist in financing the Project through issuance and sale of the Note, as part of the redevelopment plan for the Alpha Redevelopment Project Area. Section 2. Authorization of the Note. For the purpose of raising funds with which to effectuate financing the Project, Issuer hereby determines to issue its Note, dated on or after December 16, 1980, in aggregate principal amount not to exceed $2,800,000, maturing and bearing interest at the rates provided in the Agreement, and further determines to approve the sale of the Note to the Permanent Lender for the Project at such time as construction of the Project is completed. The Note shall be issued in a principal amount not to exceed $2,800,000 and shall be payable to Purchaser or its order. Principal of and interest on the Note shall be payable in lawful - 2 - money of the United States of America at Purcher's principal office or at such place as the holder thereof shall direct. The Note shall be substantially in the form presented to this meeting and attached to the Agreement, with such appropriate variations, omissions, insertions and changes as may be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of all changes from the form of Note presented to this meeting, which form is hereby approved in all respects. The Note shall be a special obligation of Issuer payable as to principal and interest, and the Issuer's obligations under the Agreement shall be paid and satisfied, solely from the revenues, receipts and other funds pledged therefor under the Agreement. Section 3. Approval of Construction Loan A reement. The Chairman and the Executive Director are hereby authorized an directed to execute and deliver the Construction Loan Agreement in substantially the form presented to this meeting or with such changes as they may approve, their execution to constitute con- clusive evidence of their approval of all changes from the form of Construction Loan Agreement presented to this meeting, which form of Agreement is hereby approved in all respects. Section 4. Approval of Loan Agreement. To provide for the details of and to prescri e t e terms and conditions upon which the Note is to be issued, secured, executed, authenticated and held, the Chairman and the Executive Director are hereby authorized and directed to execute and deliver the Loan Agreement in sub- stantially the form presented to this meeting or with such changes as they may approve, their execution to constitute con- clusive evidence of their approval of all changes from the form of Loan Agreement presented to this meeting, which form of Agreement is hereby approved in all respects. Section 5. Execution and Delivery of Note. The Note shall be executed in Issuer s name with the manua signature of the Chairman and attested with the manual signature of the Executive Director. Section 6. Prior Actions Ratified and Confirmed. The actions of the Chairman, the Executive Director or any other officer of Issuer in doing any and all acts necessary to issuance and sale of the Note and the making of the loan to Owner are hereby ratified and confirmed. Section 7. Further Actions Authorized. Issuer's proper officers, agents and employees are ere y authorized, em- powered and directed to do all acts, and to execute and deliver all - 3 - documents, contemplated by the Agreements specifically authorized in this resolution, including, but not limited to Assignment of Loan Agreement, Security Agreement, Construction Deed of Trust and Assignment of Rents, Signature and No- Litigation Certification of $10,000,000 Election, No- Arbitrage Certificate, UCC -1, and any and all other documents otherwise necessary or desirable for issuance and sale of the Note and the making of the loan. Section 8. Conflicting Resolutions Repealed. All resolutions or parts tE_e_r_e_o_T in conflict herewith are, to the extent of such conflict, hereby repealed. Section 9. Severabilit . If any section, paragraph, or provision of this Reso ution 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 provisions of this Resolution. Section 10. Effective Date. This Resolution shall take effect immediately upon its a option. THE FOREGOING RESOLUTION IS APPROVED AND ADOPTED, BY THE ANAHEIM REDEVELOPMENT AGENCY this 16th day of December. 1980. ATTEST: Secretary FAL:cew 4 - STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA80 -46 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 16th day of December, 1980, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Overholt, Kaywood, Bay, Roth and Seymour NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 16th day of December, 1980. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of December, 1980. } SECRETARY OF THE ANAHE REDEVELOPMENT AGENCY (SEAL)