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AHA-2000-004RESOLUTION NO. AEA 2000-4 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF ANAHEIM HOUSING AUTHORITY VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (PARK VISTA APARTMENTS) 2000 SERIES D, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED AGREEMENTS, 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 to finance the acquisition and rehabilitation of multifamily rental housing for persons and families of very low and low income, and the Act provides a complete, additional and alternative method for such financing; 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 acquisition and rehabilitation 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, Park Vista, Ltd., a California limited partnership (the "Borrower"), has requested that the Authority issue and sell the Bonds (hereina~er defined) for the purpose of making a loan to the Borrower to finance the acquisition and rehabilitation of a 392 unit multifamily rental housing development known as Park Vista Apartments, located at 1200 West Robin Street in the City of Anaheim (the "City") (the "Project"); WHEREAS, a notice of a public hearing with respect to the proposed issuance of the Bonds and the financing of the Project with the proceeds thereof was published in a newspaper of general circulation in the City not less than fourteen days prior to the date of such hearing; WHEREAS, on March 21, 2000, 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 March 21, 2000, 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 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 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 due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: SECTION 1. The Authority hereby finds and declares that the above recitals are true and correct. SECTION 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 (Park Vista Apadments) 2000 Series D" in an aggregate principal amount not to exceed $27,180,000 (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. SECTION 3. The trust indenture (the 'Indenture") between the Authority and Wells Fargo Bank, National Association (the 'q'rustee"), in the form presented to this meeting, is hereby approved. The Chairman and the Executive Director of the Authority (the "Designated Officers"), each acting alone, are 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 such Designated Officer executing such document, in said form, with such additions thereto or changes therein as are approved by the Executive Director 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 13 hereof, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $27,180,000), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by 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. SECTION 4. The financing agreement (the "Financing Agreement") among the Authority, the Trustee and the Borrower, in the form presented to this meeting, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed to execute and deliver the Financing Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director 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 13 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Financing Agreement by the Authority. SECTION 5. The regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement") among the Authority, the Trustee and the Borrower, in the form presented to this meeting, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Regulatory Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Authority upon -2- consultation with Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 13 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the Authority. SECTION 6. The remarketing agreement (the "Remarketing Agreement") between Newman & Associates, Inc. and the Borrower, in the form presented to this meeting, is hereby approved. If the remarketing agent requires the Authority to be a party to or to consent to the Remarketing Agreement, the Designated Officers, each acting alone, are hereby authorized to execute and deliver the Remarketing Agreement in said form (or a consent thereto), with such additions thereto or changes therein as are recommended or approved by the Executive Director 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 13 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Remarketing Agreement (or a consent thereto) by the Authority. SECTION 7. The intercreditor agreement (the "Intercreditor Agreement") among the Authority, Freddie Mac, the Construction Phase Credit Facility Provider to be a party thereto, and the Trustee, in the form presented to this meeting, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Intercreditor Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director 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 13 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Intercreditor Agreement by the Authority. SECTION 8. The purchase contract for the Bonds (the "Purchase Contract") among the Authority, Newman & Associates, Inc. (the "Underwriter"), and the Borrower in the form presented to this meeting, is hereby approved. The Designated Officers, each acting alone, are 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 to execute and deliver said Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director 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 13 hereof (provided that no such change shall increase the principal amount of the Bonds over $27,180,000 the initial interest rate on the Bonds shall not be more than 6.0% per annum and the Underwriter's fee and/or discount shall not be in excess of 2.0% of the principal amount of the Bonds), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the Authority. SECTION 9. The official statement relating to the Bonds (the "Official Statement") in the form presented to this meeting, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director 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 the Official Statement by the Authority. -3- 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 directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a Preliminary Official Statement relating to the Bonds, if requested by the Underwriter, is hereby approved and authorized. The Designated Officers, each acting alone, are hereby authorized to execute a certificate to the effect that the Preliminary Official Statement, if any, and the Official Statement, as of their respective dates, are deemed final by the Authority for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. SECTION 10. 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 a Designated Officer, which instructions said officers are 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. SECTION 11. The firm of Newman & Associates, Inc. is hereby designated as Underwriter and as the initial Remarketing Agent for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from a discount upon the purchase of the Bonds, the proceeds of the Bonds or contributions by the Borrower. SECTION 12. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel to the Authority for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Borrower. SECTION 13. 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 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 Financing Agreement, the Regulatory Agreement, the Remarketing Agreement, the Intercreditor Agreement and the Purchase Contract and any certificates, agreements or documents as may be necessary to evidence credit support or additional security for the Bonds. -4- SECTION 14. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED, this 11th day of July, 2000. APPROVED AS TO FORM: QUINT & THIMMIG LLP, as Bond Counsel ANAHEIM HOUSING AUTHORITY ~ Chair~ma~ By: ~PP ul J. Thimmig, Esq. -5- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) 1, SHERYLL SCHROEDER, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing Resolution No. AHA2000-4 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. AHA2000-4 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. SE THE ANAHEIM HOUSING AUTHORITY (SEAL)