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AHA-1987-01611029 -07 JHHW:PJT:Itlr 10106!97 J3779 RESOLUTION NO. _ AHA87 -16 RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE SSUANCE, SALE AND DELIVERY OF ANAHEIM HOUSING AUTHORITY VARIABLE RATE JEMAND MULTIFAMILY HOUSING REVENUE BONDS, 1987 SERIES A (PARK VISTA APARTMENTS 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, ASSIGNING ALLOCATION 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, rehabilitation and 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 rehabilitation, 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, on this date, 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; WHEREAS, on this date, the City Council of the City adopted a resolution approving the - issuance of the Bonds by the Authority in connection with the financing of the Project and assigning the private activity bond allocation in the amount of $26,000,000 (the "Allocation ") granted to it by the Mortgage Bond Allocation Committee of the State of California to the Authority for us in connection with the issuance of the Bonds; and 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 Bouids and Ihe 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. 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 Variable Rate Demand Multifamily Housing Revenue Bonds, 1987 Series A (Park Vista Apartments Project)" in an aggregate principal amount not to exceed $26,000,000 (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 Seattle -First National Bank (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 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 12 hereof, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $26,000,000), 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 Chevy Chase Anaheim Partners, 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 12 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 12 hereof, the approval of such additions or -2- 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 remarketing agent agreement (the "Remarketing Agreement ") W among the Trustee, Citibank, N.A. and the Developer, in substantially the form presented to this meeting, is hereby approved. If Citibank, N.A. requires the Authority to be a party to the Remarketing Agreement, the Chairman of the Authority is hereby authorized to execute and deliver the Remarketing 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 12 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said Remarketing Agreement by the Chairman of the Authority. 7. The proposed form of intercreditor agreement (the "Intercreditor Agreement ") among the Authority, Citibank, N.A. 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 r.f the Authority, to execute and deliver the 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 12 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. 8. The proposed form of purchase contract for the Bonds (the "Purchase Contract ") among the Authority, Citicorp Investment Bank, Citibank, N.A., on behalf of the initial purchasers of the Bonds (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 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 12 hereof (provided that no such change shall increase the principal amount of the Bonds over $26,000,000 and the initial interest rate to be borne by any maturity of the Bonds shall not be in excess of 9% and the Underwriter's fee and /or discount shall not be in excess of 2-1/2% of the principal amount of the Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Purchase Contract by the Chairman of the Authority. 9. 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 -3- 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. 10. The proposed form of subordination agreement (the "Subordination Agreement ") among Chevy Chase Anaheim Partners, the City of Anaheim, the Authority and Citibank, N.A, 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 Subordination 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 14 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said Subordination Agreement by the Chairman of the Authority. 11. The proposed form of First Amendment to Land Disposition and Development Agreement (the "First Amendment to Land Disposition and Development Agreement ") among the Authority, City of Anaheim and Chevy Chase Anaheim Partners, 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 First Amendment to Land Disposition and Development 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 Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 14 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said First Amendment to Land Disposition and Development Agreement by the Chairman of the Authority. 12. 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 accordance with the Purchase Contract, upon payment of the purchase price therefor. 13. The Allocation, assigned by the City to the Authority, is hereby assigned to the Project and the Bonds. 14. 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 -4- 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 described in the Indenture, the Loan Agreement, the Regulatory Agreement, the Remarketing Agreement, the Intercreditor Agreement, the Purchase Contract and the other documents herein approved and any certificates, agreements or documents as may be necessary to evidence credit support or additional security for the Bonds. 15. This Resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Housing Authority this 1st day of December, 1987. Chairman Anaheim Housing Authority ATTEST: ;W. Secretary An heim Housing Authority 3335N -5- 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. AHA87 -16 was passed and adopted at a regular meeting of the Anaheim Housing Authority held on the lst day of December, 1987, by the following vote of the members thereof: AYES: AUTHORITY MEMBERS: Hunter, Pickler, Kaywood and Bay NOES: AUTHORITY MEMBERS: None ABSENT: AUTHORITY MEMBERS: Ehrle AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority signed said Resolution on the lst day of December, 1987. IN WITNESS WHEREOF, I have hereunto set my hand and seal this lst day of December, 1987. G SECRETARY OF THE ANAHEI1fHOUSING AUTHORITY (SEAL)