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1995-003ORDINANCE NO. 95- 3 AN ORDINANCE CONSENTING TO THE SALE OF THE WINDBROOKE APARTMENTS PROJECT WHEREAS, the Village of Buffalo Grove, Illinois (the "Issuer ") on July 15,'1985 adopted Ordinance No. 85 -39 authorizing the issuance of its $12,550,000 Convertible Variable Rate Demand Multi - Family Housing Revenue Bonds (Windbrooke Apartments Project), Series 1985 (the "Bonds "); and WHEREAS, the Issuer adopted Ordinance No. 90 -7 on February 51 1990 consenting to the sale of the Project (the "Project ") from Edward Zale and Roberta Zale (collectively the "Beneficiaries ") to RREEF Apartment Fund -I Two, Inc., a Delaware corporation (" RREEF"); and WHEREAS, RREEF desires to sell its interest in the Project to Amli at Windbrooke, L.P. ( "Amli "); and WHEREAS, on March 1, 1990 the Bonds were redeemed but the Declaration of Restrictive Covenants and Regulatory Agreement dated as of July 1, 1985 among the Issuer, LaSalle National Bank, as Trustee (the "Trustee "), American National Bank and Trust Company of Chicago, not personally but as Trustee of Trust No. 64638 (the "Land Trust ") and the Beneficiaries as amended by the First Amendment to the Declaration of Restrictive Covenants and Regulatory Agreement dated as of February 1, 1990 among the Issuer, the Trustee, the Land Trust and the Beneficiaries (collectively, the "Regulatory Agreement "), will continue to be applicable to August 31, 1998; and WHEREAS, the Issuer has appointed LaSalle National Bank ( "LaSalle ") as the agent of the Issuer to enforce the provisions 0 0 of the Regulatory Agreement pursuant to an Agency Agreement dated as of February 1, 1990 among the Issuer, the Beneficiaries and LaSalle (the "Agency Agreement "); and WHEREAS, there has been prepared and presented to the meeting the following documents required by said Section 10: 1. Assignment and Assumption Agreement between RREEF and Amli, attached hereto as Exhibit A. 2. Opinion of Mayer, Brown & Platt, counsel for Amli, attached hereto as Exhibit B. 3. Opinion of Carlson and Hug, bond counsel, attached hereto as Exhibit C. NOW, THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK AND LAKE, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the Issuer hereby consents to the sale of the Project from RREEF to Amli upon receipt by the Issuer of the documents and opinions required by Section 10 of the Regulatory Agreement substantially in the form of Exhibits A, B and C attached hereto. Section 2. That the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents (including estoppel certificates) as may be necessary to carry out and comply with the provisions of said consent and to further the purposes and intent of this ordinance, including the preamble hereto. -2- Section 3. That the provisions of this ordinance are hereby declared to be separable, and if any section, phrase or provisions shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 4. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this ordinance are, to the extent of such conflict, hereby superseded. Section 5. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. PASSED this 9th day of January, 1995. Ayes: 5 - Marienthal, Reid, Rubin, Braiman, Hendricks. Nays: 0 - None APPROVED this 9th day of J3AILACL ' °° ATTEST: Village Clerk -3- o e January 9 , 1995 Amli at Windbrooke, L.P. Allstate Life Insurance Company c/o Amli Residential 3100 Sanders Road Properties, L.P. Suite M2A 125 South Wacker Drive Northbrook, Illinois 60602 -7514 Suite 3100 Chicago, Illinois 60606 Re: Windbrooke Apartments, Buffalo Grove, Illinois Ladies and Gentlemen: Reference is made that certain Declaration of Restrictive Covenants and Regulatory Agreement, dated as of July 1, 1985, by and among the Village of Buffalo Grove, Illinois (the "Issuer "), LaSalle National Bank, as bond trustee ( "Bond Trustee "), American National Bank and Trust Company of Chicago, not personally but as trustee under Trust No. 64638 (the "Land Trust ") and Edward Zale and Roberta Zale (collectively, the "Zales "; the Zales and the Land Trust are collectively referred to as the "Owners "), recorded in the Recorder's Office of Lake County, Illinois (the "Recorders Office ") on July 18, 1985 as Document No. 2369429, as amended by that certain First Amendment to Declaration of Restrictive Covenants and Regulatory Agreement, dated as of February 1, 1990, by and among the Issuer, the Bond Trustee and the Owners and recorded in the Recorder's Office on February 14, 1990 as Document No. 2878615 (herein, such Agreement, as amended, is referred to as the "Regulatory Agreement ") . All terms capitalized and used but not defined herein shall have the respective meanings given to them in the Regulatory Agreement. At your request, and knowing that you and your respective agents, representatives, counselors, lenders, successors and assigns will rely on the accuracy of the information contained herein in acquiring the Project and making a loan secured by the Project, the undersigned certifies, as of the date hereof: 1. The Regulatory Agreement is in full force and effect and has not been further amended or modified. 2. To the undersigned's actual knowledge, (i) no Event of Default has occurred .under the Regulatory Agreement and (ii) neither the Owners nor their successors in interest are in default in the performance or observance of any covenant, agreement or obligation set forth in the Regulatory Agreement. The undersigned has received no notice from any party regarding non - compliance with the terms of the Regulatory Agreement. 3. The Qualified. Project Period expires on August 31, 1998. 6118280.4 010495 1427C 94154952 t M 0 0 Amli at Windbrooke, L.P. Allstate Life Insurance Company January _, 1994 Page 2 4. The Bonds have been redeemed and fully paid for and satisfied. 5. The undersigned acknowledges and agrees that the conditions set forth in Section 10 of the Regulatory Agreement have been complied with and hereby consents to the transfer of the Project to Amli at Windbrooke, L.P. ( "Amli ") and recognizes Amli as the successor owner of the Project. ATTEST: By: !Y1 Village Clerk ATTEST: By: yttl om Title: Assistant Secretary 6118280.4 010495 1427C 94154952 Very truly yours; LaSALLE NATIONAL BANK, as Bond Trustee and as Agent of Issuer A By: Name,: SARAH H. yy rm Title: VICE PRESIDENT o e EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made and entered into as of January _, 1995, by and among RREEF APARTMENT FUND -I Two, Inc., a Delaware corporation (the "Assignor ") and Amli at Windbrooke, L.P., an Illinois limited partnership (the "Assignee "). W I T N E S S E T H: WHEREAS, the Assignor is the owner of 19 two -story apartment buildings containing 236 one and two bedroom apartments, plus facilities related thereto, including a swimming pool, cabana and parking located on Windbrooke Drive, Buffalo Grove, Illinois legally described on Exhibit A attached hereto (the "Project "); and WHEREAS, the Village of Buffalo Grove, Illinois (the "Issuer ") issued its $12,550,000 Multi- family Housing Revenue Bonds ( Windbrooke Apartments Project), Series 1985 (the "Bonds ") in regard to the construction of the Project which Bonds were redeemed March 1, 1990; and WHEREAS, the Declaration of Restrictive Covenants and Regulatory Agreement dated as of July 1, 1985 was entered into among the Issuer, LaSalle National Bank, as Trustee (the "Trustee ") and American National Bank and Trust Company of Chicago, as Trustee under Trust Agreement dated July 1, 1985 and known as Trust No. 64638 and Edward Zale and Roberta Zale, as amended by the First Amendment to Declaration of Restrictive Covenants and Regulatory Agreement dated as of February 1, 1990 among the same parties (collectively the "Regulatory Agreement ") in regard to the Project and the Bonds; and WHEREAS, the provisions of the Regulatory Agreement shall continue irrespective of the redemption of the Bonds until August 31, 1998; and n E WHEREAS, the Assignor is selling its interest in the Project to the Assignee; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter stated the Assignor and Assignee agree as follows: Section 1. The Assignor assigns to the Assignee all of their right, title and interest in the Regulatory Agreement and the obligations thereunder from and after the date hereof to August 31, 1998 and agrees to hold the Assignee harmless against any claim for moneys or damages arising out of any obligation on the part of the Assignor and all prior owners of the Project to pay any amounts payable or to perform the obligations, terms, covenants and conditions of said Regulatory Agreement prior to the date hereof. Section 2. The Assignee, for itself and its successors and permitted assigns, accepts all of the right, title and interest of the Assignor in the Regulatory Agreement and hereby agrees to assume the performance of all of the duties, obligations, terms, conditions and covenants of the Assignor in the Regulatory Agreement from and after the date hereof to August 31, 1998 and the Assignee, for itself and its successors and permitted assigns, agrees to hold the Assignor and all prior owners of the Project harmless against any claim for moneys or damages arising out of any obligation of the Assignee or its successors and permitted assigns to pay any amounts payable or to perform the obligations, terms, covenants and conditions of the Regulatory Agreement from and after the date hereof. Section 3. The Assignor agrees to immediately forward to the Assignee any and all notices that it receives from any party relating to the Regulatory Agreement or the Bonds by registered or certified mail, postage prepaid, addressed as follows: c/o Amli Residential Properties, L.P. 125 South Wacker Drive Suite 3100 Chicago, IL 60606 Attn: President with a copy to: Paul E. Meyer Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 The Assignee agrees to immediately forward to the Assignor any and all notices that it receives from any party relating to the Regulatory Agreement or the Bonds by registered or certified mail, postage prepaid, addressed as follows: 2 0 0 This Instrument Prepared By: Joel D. Rubin D'Ancona & Pflaum 30 N. LaSalle Street Chicago, Illinois 60602 and after recording return to: Paul E. Meyer Mayer, Brown & Platt 190 South LaSalle Street Chicago, IL 60603 AMILI AT WINDBROOKE, L.P., an Illinois limited partnership By: AMLI RESIDENTIAL PROPERTIES, L.P.. a Delaware limited partnership 4 By: Amli Residential Properties Trust, a Maryland real estate investment trust, general partner By: Name: Title: o e RREEF American L.L.C. 875 North Michigan Avenue Suite 4114 Chicago, Illinois 60611 with a copy to: Joel D. Rubin D'Ancona & Pflaum 30 N. LaSalle Street Suite 2900 Chicago, Illinois 60602 The parties hereto may by notice given hereunder, designate any further or different addresses to which subsequent notices shall be sent. Section 4. This Assignment and Assumption Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Assignor and the.Assignee have executed this Assignment and Assumption Agreement by duly authorized representatives, all on the date first written hereinabove. ( SEAL) Attest: By: Its: RREEF APARTMENT FUND -I TWO, INC., a Delaware corporation By: Its: 3 e o STATE OF ) SS. COUNTY OF ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, respectively, as and of RREEF APARTMENT FUND -I TWO, INC., a Delaware corporation, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said instrument as the free and voluntary act of said association, and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of January, 1995. (SEAL) My Commission Expires: 5 Notary Public in and for County, o e STATE OF SS. COUNTY OF I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , personally known to me to be the same persons whose name is subscribed to the foregoing instrument, as of Amli.Residential properties Trust, a Maryland real estate investment trust, as general partner of Amli Residential Properties, L.P., a Delaware limited partnership, general partner of AMLI AT WINDBROOKE, L.P., an Illinois limited partnership, appeared before me this day in person and acknowledged that he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said trust and partnership, and as his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of January, 1995. (SEAL) My Commission Expires: C Notary Public in and for County, ® 0 EXHIBIT A LEGAL DESCRIPTION LOT 1 IN WINDBROOKE SUBDIVISION, BEING A SUBDIVISION OF PART OF THE SOUTH EAST 1/4 OF SECTION 28 AND THE SOUTHWEST 1/4 OF SECTION 27, TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 8, 1986 AS DOCUMENT 2411928, IN LAKE COUNTY, ILLIN)IS. Address of Property: Windbrooke Drive, Buffalo Grove, Illinois Permanent Real Estate Tax Index No.: 15 -2(- 410 -002z 0 0 EXHIBIT B January _, 1995 Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60089 Attention: Mr. William Brim, Finance Director Ladies and Gentlemen: We have acted as counsel to (1) Amli at Windbrooke, L.P., an Illinois limited partnership ( "Purchaser "), (2) Amli Residential Properties, L.P., a Delaware limited partnership (the "General Partner ") and (3) Amli Residential Properties Trust, a Maryland real estate investment trust (the "REIT") in connection with the acquisition of that certain apartment complex located in Buffalo Grove, Illinois (the "Project ") from RREEF Apartment Fund -I Two, Inc., a Delaware corporation ( "Seller "). We have also acted as counsel to the Purchaser, the General Partner and the REIT in connection with the execution and delivery of that certain Assignment and Assumption Agreement, dated of even date herewith, by and between Seller, as assignor thereunder and Purchaser, as assignee thereunder (the "Assumption Agreement "). We are delivering this opinion to you pursuant to Section 10 of that certain Declaration of Restrictive Covenants and Regulatory Agreement, dated as of July 1, 1985, by and among the Village of Buffalo Grove, Illinois (the "Issuer "), LaSalle National Bank, as bond trustee ( "Bond Trustee "), American National Bank and Trust Company of Chicago, not personally but as trustee under Trust No. 64638 (the "Land Trust ") and Edward Zale and Roberta Zale (collectively, the "Zales "; the Zales and the Land Trust are collectively referred to as the "Owners "), recorded in the Recorder's Office of Lake County, Illinois (the "Recorders Office ") on July 18, 1985 as Document No. 2369429, as amended by that certain First Amendment to Declaration of Restrictive Covenants and Regulatory Agreement, dated as of February 1, 1990, by and among the Issuer, the Bond Trustee and the Owners and recorded in the Recorder's Office on February 14, 1990 as Document No. 2878615 (herein, such Agreement, as amended, 6118574.2 010395 1359C 94154952 I Village of Buffalo Grove January _, 1995 Page 2 0 is referred to as the "Regulatory Agreement "). All terms capitalized and used but not defined herein shall have the respective meanings given to them in the Regulatory Agreement. In that connection, we have reviewed the following: 1. The Regulatory Agreement; 2. The Assumption Agreement; 3. The (Agreement of Limited Partnership] of Purchaser, dated as of December _, 1994 (the "Partnership Agreement") . 4. Certificate of Limited Partnership of Purchaser dated as of December _, 1994, filed with the Secretary of State of Illinois on December_, 1994 (the "Purchaser Limited Partnership Certificate"); 5. Certificate of Existence of Purchaser, dated December _, 1994, issued by the Secretary of State of Illinois (the "Purchaser Certificate of Existence "); 6. The Amended and Restated Agreement of Limited Partnership of General Partner dated as of February 15, 1994 (the "General Partner Partnership Agreement "); 7. Certificate of Limited Partnership of General Partner dated as of November 15, 1993, filed with the Secretary of State of Delaware on November 16, 1993, as amended by the Certificate of Amendment to the Certificate of Limited Partnership of General Partner dated as of January 17, 1994, filed with the Secretary of State of Delaware on January 19, 1994 (collectively, the "General Partner Limited Partnership Certificate "); 8. Certificate of Good Standing of- General Partner, dated December _, 1994 issued by the Secretary of State of Delaware (the "General Partner Good Standing Certificate "); 9. Amended and Restated Declaration of Trust dated January 31, 1994 and Amended and Restated By -laws of REIT (collectively, the "REIT Documents "); 6118574.2 010395 1359C 94154952 0 0 Village of Buffalo Grove January _, 1995 Page 3 10. Certificate of Good Standing of REIT dated December _, 1994, issued by the Department of Assessments and Taxation of the State of Maryland (the "REIT Good Standing Certificate "); and 11. Certificate of Assistant Secretary of REIT (the "Assistant Secretary Certificate "), dated as of December _, 1994, certifying copies of organizational documents of Purchaser, General Partner and REIT and resolutions of the Board of Trustees [and the Real Estate Committee] of REIT. We have also examined such other documents, records and materials, certifications of public officials and of representatives of Purchaser, General Partner and REIT and have made such investigations of law as we deem necessary for purposes of this opinion. Based on the foregoing, we are of the opinion that: 1. Purchaser is a limited partnership duly organized and in good standing under the laws of the State of Illinois. Purchaser has the partnership power, authority-and legal right (i) to enter into and carry on the business now being conducted by it, (ii) to execute, deliver and perform its obligations under the Assumption Agreement, (iii) to assume the obligations under the Regulatory Agreement and (iv) to engage in the transactions contemplated thereby. 2. General Partner is a limited partnership duly organized and in good standing under the laws of the State of Delaware. General Partnership has the partnership power, authority and legal right to (i) act as a general partner of Purchaser, (ii) to enter into and carry on its business now being conducted by it and (iii) to execute and deliver the Assumption Agreement on behalf of Purchaser. General Partner is the sole general partner of Purchaser. 3. REIT is a real estate investment trust duly organized and in good standing under the laws of the State of Maryland, and has the trust power, authority and legal right to (i) act as a general partner of General Partner, (ii) to enter into and carry on the business now being conducted by it and (iii) to execute and deliver the Assumption Agreement on behalf of General Partner. REIT is the sole general partner of General Partner. 6118574.2 010395 1359C 94154952 0 0 Village of Buffalo Grove January _, 1995 Page 4 4. The execution and delivery of the Assumption Agreement by the Purchaser, the General Partner (on behalf of Purchaser) and the REIT (on behalf of General Partner) and the performance and observance by the Purchaser of the provisions thereof have been duly authorized by all necessary partnership or trust action on the part of the Purchaser, the General Partner and the REIT, as appropriate. 5. The execution and delivery of the Assumption Agreement by the Purchaser and the performance by the Purchaser of its obligations thereunder do not and will not conflict with or constitute on the part of Purchaser a violation of, breach of or default under (i) the Partnership Agreement, (ii) the General Partnership Agreement, (iii) the REIT Documents, (iv) any ordinances, governmental rules or regulations to which Purchaser is subject, or (v) under any order, writ, judgment, injunction or decree to which Purchaser or any of its property is subject, or under any indenture, lease, instrument or other agreement known to the undersigned which is applicable to the Purchaser or by which it may be bound. 6. The Assumption Agreement has been duly executed and delivered by Purchaser and is the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The Purchaser has duly assumed the obligations under the Regulatory Agreement and such obligations are binding on Purchaser. ASSUMPTIONS AND QUALIFICATIONS In reviewing the Documents and in rendering the foregoing opinion: A. We have assumed the genuineness of all signatures (except for the signature of Purchaser, General Partner or REIT) on all executed documents reviewed by us, the authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the accuracy of all statements of fact (but not of a statement as to a conclusion of law, such as a statement that a particular person has authority to act in a particular way or to sign a particular document, or a statement that a particular document is a legal, valid and binding obligation of a particular person or is enforceable) contained in all documents reviewed by US. 6118574.2 010395 1359C 94154952 01 - � - 0 Village of Buffalo Grove January _, 1995 Page 5 B. In making our examination of or rendering opinions concerning documents executed and delivered by entities other than or in addition to the Purchaser, General Partner or REIT, we have assumed that each entity has full power and authority to execute, deliver and perform all of its obligations thereunder, and has duly authorized the execution, delivery and performance thereof by all necessary and appropriate action. C. We have prepared this opinion as attorneys admitted to practice in the State of Illinois. We are not purporting to express any opinion on and are not expressing any opinion on any matter except to the extent that it involves the laws of the State of Illinois or the United States of America, the Delaware Revised Uniform Limited Partnership Act or Title 8 relating to Maryland real estate investment trusts, of the Corporations and Associations Article of the Annotated Code of Maryland. D. Enforceability of the Assumption Agreement is subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws applicable to the enforceability of creditors' rights, as from time to time in effect, and (ii) equitable limitations upon the enforcement, whether by an action for specific performance or otherwise, of obligations enforceable in a court of equity or law and the discretion of courts in granting equitable relief with respect to such enforcement. The opinions expressed herein are based on the facts (as we know, believe or have assumed them to be) and law as in effect on the date of this opinion. We do not undertake to supplement or update this opinion, if hereafter, there is change in law or facts or new facts come to our attention. This opinion is limited to matters stated herein as of the date hereof. 6118574.2 010395 1359C 94154952 o o Village of Buffalo Grove January _, 1995 Page 6 Our opinions set forth in this opinion letter are limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. Accordingly, the opinions rendered herein are intended for the benefit of, and may be relied upon only by, the Issuer, its successors and assigns and its legal counsel for such purpose and not by any other person or party for any purposes whatsoever. Very truly yours, MAYER, BROWN & PLATT By: 6118574.2 010395 1359C 94154952 Its: e • EXHIBIT C (Letterhead of Carlson and Hug) January _,.1995 Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60089 -2138 LaSalle National Bank, as Trustee 135 South LaSalle Street Corporate Trust Department Room 311 Chicago, Illinois 60690 Ladies and Gentlemen: Please be advised that the undersigned is Bond Counsel as said term is defined in the Declaration of Restrictive Covenants and Regulatory Agreement dated as of July 1, 1985 among the Village of Buffalo Grove, Illinois (the "Issuer "), LaSalle National Bank, as Trustee (the "Trustee "), American National Bank and Trust Company of Chicago, as Trustee of Trust No. 64638 (the "Land Trust ") and Edward Zale and Roberta Zale (collectively the "Beneficiaries ") as amended by the First Amendment to Declaration of Restrictive Covenants and Regulatory Agreement dated as of February 1, 1990 among the Issuer, the Trustee, the Land Trust and the Beneficiaries (collectively, the "Regulatory Agreement "). We have reviewed the Regulatory Agreement and the Assignment and Assumption Agreement dated as of February 1, 1990 among the Land Trust and the Beneficiaries and RREEF Apartment Fund -I Two, Inc., a Delaware corporation ( "RREEF ") and the Assignment and Assumption Agreement dated January _, 1995 between RREEF and Amli at Windbrooke, L.P., an Illinois limited partnership (the "Assignment "). It is our opinion that the execution of the Assignment will not cause or result in interest on the Issuer's $12,550,000 Multi- Family Housing Revenue Bonds ( Windbrooke Apartments Project), Series 1985 becoming subject to federal income taxation. This opinion is issued pursuant to Section 10 of the Regulatory Agreement. Yours very truly, VILLAGE OF BUFFALO GROVE ORDINANCE NO. ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GR THIS DAY OF 19Z Published in pamphlet form by authority of the President and Board of Trustees of the Village of Buffa Grove, Cook Lake Counties, I1�eis, this day of 19 % 5 . ORDINANCE NO. 95- 3 AN ORDINANCE CONSENTING TO THE SALE OF THE WINDBROOKE APARTMENTS PROJECT WHEREAS, the Village of Buffalo Grove, Illinois (the "Issuer ") on July 15,'1985 adopted Ordinance No. 85 -39 authorizing the issuance of its $12,550,000 Convertible Variable Rate Demand Multi- Family Housing Revenue Bonds.(Windbrooke Apartments Project), Series 1985 (the "Bonds "); and WHEREAS, the Issuer adopted Ordinance No. 90 -7 on February 5, 1990 consenting to the sale of the Project (the "Project ") from Edward Zale and Roberta Zale (collectively the "Beneficiaries ") to RREEF Apartment Fund -I Two, Inc., a Delaware corporation ( "RREEF "); and WHEREAS, RREEF desires to sell its interest in the Project to Amli at Windbrooke, L.P. ( "Amli "); and WHEREAS, on March 1, 1990 the Bonds were redeemed but the Declaration of Restrictive Covenants and Regulatory Agreement dated as of July 1, 1985 among the Issuer, LaSalle National Bank, as Trustee (the "Trustee "), American National Bank and Trust Company of Chicago, not personally but as Trustee of Trust No. 64638 (the "Land Trust ") and the Beneficiaries as amended by the First Amendment to the Declaration of Restrictive Covenants and Regulatory Agreement dated as of February 1, 1990 among the Issuer, the Trustee, the Land Trust and the Beneficiaries (collectively, the "Regulatory Agreement "), will continue to be applicable to August 31, 1998; and WHEREAS, the Issuer has appointed LaSalle National Bank ( "LaSalle ") as the agent of the Issuer to enforce the provisions of the Regulatory Agreement pursuant to an Agency Agreement dated as of February 1, 1990 among the Issuer, the Beneficiaries and LaSalle (the "Agency Agreement "); and WHEREAS, there has been prepared and presented to the meeting the following documents required by said Section 10: 1. Assignment and Assumption Agreement between RREEF and Amli, attached hereto as Exhibit A. 2. Opinion of Mayer, Brown & Platt, counsel for Amli, attached hereto as Exhibit B. 3. Opinion of Carlson and Hug, bond counsel, attached hereto as Exhibit C. NOW, THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK AND LAKE, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the Issuer hereby consents to the sale of the Project from RREEF to Amli upon receipt by the Issuer of the documents and opinions required by Section 10 of the Regulatory Agreement substantially in the form of Exhibits A, B and C attached hereto. Section 2. That the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents (including estoppel certificates) as may be necessary to carry out and comply with the provisions of said consent and to further the purposes and intent of this ordinance, including the preamble hereto. -2- Section 3. That the provisions of this ordinance are hereby declared to be separable, and if any section, phrase or provisions shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 4. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this ordinance are, to the extent of such conflict, hereby superseded. Section 5. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. PASSED this 9th day of January, 1995. Ayes: 5 - Marienthal Reid, Rubin, Braiman, Hendricks Nays: 0 - None APPROVED this 9th day of January 199R_ ATTEST: Village Clerk -3-