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IDA84-05RESOLUTION NO. IDAA84-5 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM, MAKING DETERMINATIONS WITH RESPECT TO THE FINANCING OF THE CONSTRUCTION OF A WAREHOUSING FACILITY AND AUTHORIZING CERTAIN ACTS IN PREPARATION THEREFOR. WHEREAS, RUSS Berrie desires to construct a warehousing facility to be leased to Russ Berrie and Company Los Angeles, Inc., a California Corporation ("Applicant"), the facility is to be located on a 2-1/4 acre site near Industrial Avenue and Hancock Street, Anaheim, California (the "Project"); and WHEREAS, the Applicant is willing to relocate its present facility which is presently located within the jurisdiction of the Authority if the Authority will issue its revenue bonds in an amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) to finance the Project pursuant to the California Industrial Development Financing Act, California Government Code Section 91500 et seq. (the "Act"); and WHEREAS, the Applicant has submitted, and this Board of Directors has accepted an application requesting financing for the Project (the "Application"); and WHEREAS, the Authority may not issue bonds to finance the Project until this Board of Directors makes certain determinations with respect to public benefits and qualifications of the Project as required by the Act; WHEREAS, the Board of Directors has carefully considered and discussed the information contained in the Application and other information necessary to make such determinations. NOW, THEREFORE, BE IT RESOLVED as follows: 1. That the Board of Directors hereby finds and determines: (a) That the use of the Project for the purpose of warehousing and distribution of Russ Berrie and Company products, including but not limited to stuffed toys, greeting cards and gift products is in accord with Section 91503 of the Act; (b) That use of the Project is likely to produce employment benefits by securing and increasing the number of employees of Russ Berrie and Company Los Angeles, Inc., the lessee as more particularly set forth in the Appliation; (c) That the issuance of revenue bonds by the Authority in an amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000) to finance the Project (the "Bonds") is likely to be a substantial factor in the accrual of each of the public benefits resulting from the use of the Project as proposed in the Application; and (d) That the proposed financing is otherwise in accord with the purposes and requirements of the Act. 2. The Authority does therefore intend to approve said Project and issue Bonds in the amount of $2,500,000 in accordance with the following terms and conditions. 3. The Bonds will be payable solely from the revenues to be received by the Authority pursuant to a financing agreement to be entered into between the Authority and the Applicant (the "Agreement"), and shall have a term of not more than forty years. 4. The bonds shall be issued subject to the conditions that (i) the Authority and the Applicant shall have first agreed to mutually acceptable terms for the Bonds and of the sale and delivery thereof; and mutually acceptable terms and conditions of the Agreement; (ii) the City Council of the City of Anaheim (the "City") shall have approved this action of the Authority and shall have caused the City Clerk of the City to certify such approval to this Authority; (iii) the California Industrial Development Financing Advisory Commission shall have approved the Project, as described in the Application, and authorized the issuance of the Bonds therefor; (iv) thirty days from the date of publication of this approval shall have elapsed; and (v) all other requisite governmental approvals shall have been first obtained. 5. The Secretary of the Authority is hereby authorized and directed as soon as possible to certify the determinations and actions of the Authority, as set forth herein, to the City Council of the City for its further consideration, as required under the Act; a copy of this Resolution and a copy of the Application for financing of the Project, as submitted by the Applicant to be attached to said certification. 6. The Secretary is hereby authorized and directed to cause to be published one time in a newspaper of general circulation in the City, namely the Anaheim Bulletin, a notice in substantially the form before this meeting, naming the Applicant, stating the estimated maximum bond issue, describing the Project in general terms, and stating that the Application for financing has been approved by the Authority. THE FOREGOING RESOLUTION is approved and adopted by the Industrial Development Authority of the City of Anaheim this 4th day of December 1984. ANAHEIM INDUSTRIAL DEVELOPMENT AUTHORITY ATTEST: SECRETARY ANAHEIM INDUSTRIAL DEVELOPMENT AUTHORITY 0049I STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Industrial Development Authority of Anaheim, do hereby certify that the foregoing Resolution No. IDAA84-5 was passed and adopted at the regular meeting of the Industrial Development Authority of Anaheim held on the 4th day of December, 1984, by the following vote of the members thereof: AYES: AUTHORITY MEMBERS: Kaywood, Bay, Pickler and Roth NOES: AUTHORITY MEMBERS: None ABSENT: AUTHORITY MEMBERS: 0verholt AND FURTHER CERTIFY that the Chairman of the Industrial Development Authority of Anaheim signed said Resolution on the 4th day of December, 1984. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1984. (SEAL) SE6WRETARY OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM