RES-2007-223DOCSOC/ 1243144v 5/02262 1 -0 1 30
RESOLUTION NO. 2 0 0 7 2 2 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA, APPROVING THE ISSUANCE BY
THE ANAHEIM REDEVELOPMENT AGENCY OF ITS 2007
TAX ALLOCATION REFUNDING BONDS (ANAHEIM
MERGED REDEVELOPMENT PROJECT AREA) SERIES A
AND SERIES B (TAXABLE), AND ITS 2007 HOUSING TAX
ALLOCATION REFUNDING BONDS (ANAHEIM MERGED
REDEVELOPMENT PROJECT AREA) SERIES C AND
SERIES D (TAXABLE) AND MAKING CERTAIN
DETERMINATIONS RELATING THERETO
WHEREAS, the Anaheim Redevelopment Agency "Agency is a community
redevelopment agency duly created, established and authorized to transact business and exercise its
powers, all under and pursuant to the Community Redevelopment Law, Part 1 of Division 24
(commencing with Section 33000) of the Health and Safety Code of the State of California
"Redevelopment Law and the powers of the Agency include the power to issue bonds for any of
its corporate purposes, including the purpose of refunding bonds previously issued by the Agency;
and
WHEREAS, a Redevelopment Plan for the Agency's Anaheim Merged Redevelopment
Project Area (the "Redevelopment Project including each of the component areas thereof, has been
adopted in compliance with all requirements of the Redevelopment Law; and
WHEREAS, the Agency has adopted its resolution entitled:
A RESOLUTION OF THE ANAHEIM REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE AND SALE OF
NOT TO EXCEED $218 MILLION 2007 TAX ALLOCATION
REFUNDING BONDS (ANAHEIM MERGED
REDEVELOPMENT PROJECT AREA) SERIES A AND
SERIES B (TAXABLE), AND 2007 HOUSING TAX
ALLOCATION REFUNDING BONDS (ANAHEIM MERGED
REDEVELOPMENT PROJECT AREA) SERIES C AND
SERIES D (TAXABLE); APPROVING DOCUMENTS AND
AUTHORIZING OFFICIAL ACTIONS RELATED THERETO;
AND AUTHORIZING CERTAIN OTHER ACTIONS
and;
WHEREAS, the Agency has previously entered into loan agreements and borrowed funds
from the Anaheim Public Financing Authority in the following original principal amounts:
and
1992 Loan $134,433,052.80
1997 Loan 27,905,000.00
2000 Loan 31,850,000.00
WHEREAS, the Agency has previously entered into a Note Purchase Agreement with
Citigroup Global Markets, Inc. dated as of November 1, 2006 providing for the issuance by the
Agency of a Note in the principal amount of $17,875,000 (the "2006 Note and
WHEREAS, the Agency wishes to prepay and refinance the 1992 Loan, the 1997 Loan, the
2000 Loan and the 2006 Note (collectively, the "Prior Loans and to otherwise finance or refinance
certain other redevelopment activities of the Redevelopment Project in the aggregate principal
amount of not to exceed $218 million; and
WHEREAS, in order to take advantage of prevailing market conditions and realize interest
rate savings and/or restructure debt service for cash flow purposes, the Agency wishes at this time to
issue its Anaheim Redevelopment Agency 2007 Tax Allocation Refunding Bonds (Anaheim Merged
Redevelopment Project Area) Series A and Series B (Taxable) "2007 Redevelopment Bonds and
Anaheim Redevelopment Agency 2007 Housing Tax Allocation Refunding Bonds (Anaheim Merged
Redevelopment Project Area) Series C and Series D (Taxable) "2007 Housing Bonds in the
aggregate principal amount of not to exceed $218 million (collectively, the "2007 Bonds pursuant
to the Redevelopment Law, for the purpose of providing funds to repay all or part of the outstanding
Prior Loans and financing redevelopment activities and other redevelopment housing activities of the
Agency in net amounts up to an additional $28 million, pursuant to the Redevelopment Plan; all as
further described and authorized in said resolution of the Agency.
NOW, THEREFORE, be it resolved, determined, and ordered by the City Council of the
City of Anaheim that,
SECTION 1. Approval of Issuance of the 2007 Bonds. The City Council hereby approves
the issuance of the 2007 Bonds in order to refund the Prior Loans (to the extent described in the
recitals hereto) and finance redevelopment and housing activities of the Agency pursuant to the
Redevelopment Plan and for other purposes related thereto, all of which constitute a "redevelopment
activity as such term is defined in Health and Safety Code Section 33678, pursuant to the terms of
the Agency resolution referenced in the recitals hereof and the accompanying Indentures (as such
term is defined in the Agency resolution). This City Council hereby finds and determines that use of
the proceeds of the 2007 Housing Bonds (or any debt refinanced thereby) outside the Project Area or
any component area, is and will be of benefit to the Redevelopment Project, to the extent it occurs or
has occurred.
SECTION 2. Further Acts. The Mayor and City Manager of the City and any other
appropriate official of the City are hereby authorized and directed to take any and all necessary and
desirable steps to accomplish the delivery of the bonds referenced above, including execution of any
and all other documents or agreements necessary to deliver the 2007 Bonds in a timely and
expeditious manner including without limitation, the negotiation, execution and delivery of
instruments or agreements confirming understandings or making any further assurances relative to
DOCSOC/ 1243144x5/022621 -0130
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existing arrangements among the parties or otherwise in furtherance of the delivery of the 2007
Bonds. Such instruments may include agreements confirming (a) subordination by the City of any
and all lien, right or interest of the City tax increment revenues related to (i) payment of statutory
pass throughs, if any, payable to the City by the Agency pursuant to Health and Safety Code Sections
33607.5, 33607.7 or any related statutes, (ii) payment of amounts payable pursuant to that certain
Cooperation Agreement between the Agency and the City entered into as of May 14, 1996, related to
the Anaheim Stadium Recovery Project, or (iii) payments pursuant to any other loan, cooperation or
other agreements between the Agency and the City, to the lien and pledges provided pursuant to the
Indentures for the 2007 Bonds and any related obligations, to the extent determined by the City
Manager upon the advice of the City Attorney to be reasonably necessary or convenient to facilitate
the sale and delivery of the 2007 Bonds, the authorized officer's execution thereof to be conclusive
evidence of such approval. The City Clerk is authorized to attest the final form of such documents.
SECTION 3. Effective Date. This Resolution shall take effect upon adoption.
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PASSED, APPROVED, AND ADOPTED, this Twenty Seventh (27` day of November,
2007, by the following roll call vote:
AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
DOCSOC/ 1243144v5/022621 -0130
CITY 0 AHEIM
Mayor
STATE OF CALIFORNIA
COUNTY OF ORANGE
2007.
ss.
I, _Linda Nguyen City Clerk of the City of Anaheim, hereby certify that the above
and foregoing Resolution was duly and regularly adopted by the City Council of said City and was
signed by the Mayor at a regular meeting thereof held on the 27th day of Nbstb, 2007, and was
approved by the following vote:
AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27thday of November,
DOCSOC/ 1243144v5/022621 -0130
ity Clerk of the City of
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