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ARA1991-030~07~ JHHW:BDQ:kla 11010-1,5 ANAHEIM EDEVEL PMENT A EN Y RESOLUTION NO. OF THE ANAHEIM REDEVELOPMENT AGENCY RESOLUTION ........ = nr TAX ALLOCATION A N THE I$SUR~ v .... AUTHORIZl G NG AND DIRECTING NDING BONDS, AUTHORIZI T REFU DENTURE OF TRUS EXEGUTION AND DELIVERY OF AN IN PREPARATION AND AN ESCROW AGREEMENT, AUTHORIZING FFIGIAL STATEMENT, AUTHORIZING SALE OF BONDS OF AN O TION RELATED THERETO AND AUTHORIZING OFFICIAL AC RESOLVED, by the Anaheim Redevelopment Agency (the "Agency"), as follows: WHEREAS, the Agency proposes at this time to issue its Anaheim Redevelopment Agency Redevelopment Project Alpha 1991 Tax Allocation Refunding Bonds (the "Bonds") to provide for the discharge of its repayment obligations relating to a loan (the "Loan") made by the the Local Government Finance Authority (the "Authority") under that certain Loan Agreement, dated as of September 1, 1988, by and among the Agency, The Bank of New York, as trustee, and the Authority (the "Loan Agreement"), which discharge will, in turn, provide for the defeasance of the Authority's Revenue Bonds (California Local Agency - Anaheim Redevelopment Agency), 1986 Issue A (the "Prior Bonds"), issued to make the Loan to the Agency under and pursuant to the Loan Agreement; and WHEREAS the Bonds are to be issued pursuant to the Community Redevelopment with section 33000) ' "Law") Law of the State of Galifornia (the , constituting Part 1 (commencing of Division 24 of the California Health and Safety Code, section 53583 of the California Government Code and an Indenture of Trust, dated as of March 1, 1991 (the "Indenture"), by and between the Agency and a trustee bank to be selected trustee (the "Trustee"); and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Agency now desires to approve the issuance of the Bonds and to authorize the preparation and execution of the necessary documents relating thereto; WHEREAS, this Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Agency. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Issuance of Bond_s. The Agency hereby authorizes the issuance of the Bonds under and p~rsuant to the Law and the Indenture in the aggregate principal amount of not to exceed $120,000,000 for the purposes hereinbefore described. The Agency hereby approves the Indenture in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon consultation with bond counsel, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Indenture. Section 2. Aooroval of ESCROW Agreement. The Agency hereby approves the escrow deposit and trust agreement between the Agency and The Bank of New York, as trustee for the Prior Bonds and as escrow holder (the "EScrow Agreement"), in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon consultation with bond counsel, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Escrow Agreement. Section 3. Sale of the Bonds. The Agency hereby approves the sale of the Bonds by competitive sale pursuant to and as described in the Notice of Sale, in substantially the form thereof on file with the Secretary together with any changes therein or additions thereto approved by the Executive Director upon consultation with bond counsel. The Bonds shall be awarded to the bidder who submits the highest responsible bid to be determined in accordance with the Notice of Sale. The Executive Director, in consultation with the Finance Director of the City of Anaheim (the "City"), is hereby delegated the authority to accept the best responsible bid for the purchase of the Bonds, determined in accordance with the Notice of Sale, so long as the net interest cost thereof does not exceed seven and one-half percent (7-1/2%) per annum, and to maximize the debt service savings accruing to the Agency The Executive Director, in consultation with the Finance Director of the City, is hereby authorized and directed to accept such bids, for and in the name of the Agency, by notice to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received for the Bonds, the Executive Director, in consultation with the Finance Director of the City, may exercise her own discretion and judgment in making the award and may award the Bonds on a pro rata basis in such denominations as she, in consultation with the Finance Director of the City, shall determine. The Executive Director may, in her discretion, and after consultation with the Finance Director of the City, reject any and all bids and waive any irregularity or informality in any bid. The Executive Director, in consultation with the Finance Director of the City, shall award the Bonds, or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by a successful bidder. The Secretary is hereby authorized and directed to cause to be published a notice of intention to sell the Bonds, in the form thereof on file with the Secretary, one time in the The Bond Buyer, a financial publication generally circulated throughout the State of California, at least fifteen (15) days prior to the date set for the receipt of bids for the Bonds. Section 4. Preparation of Official Statement. Distribution of a preliminary official statement relating to the Bonds (the "Official Statement") by the Underwriter, as such preliminary Official Statement shall be prepared with the participation of the Executive Director of the Agency and counsel to the Agency, is hereby approved. Prior to the distribution of the preliminary Official Statement, the Executive Director is authorized and directed, on behalf of the Agency, to deem the preliminary Official Statement "final" pursuant to Rule 1~5c2-12 under the Securities Exchange Act of 1934 (the "Rule"). The execution of a final Official Statement, which shall include such changes and additions to the preliminary Official Statement deemed advisable by the Executive Director, upon consultation with bond counsel, and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and the Executive Director of the Agency is authorized and directed to execute the final Official Statement for and On behalf of the Authority and to deliver to the Underwriter a certificate with respect to the information set forth therein. Section 5. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chairman, Secretary, Treasurer, the Executive Director, counsel to the Agency and other appropriate officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including payment from the proceeds of the Bonds of costs of issuance of the Bonds and execution and delivery of any and all assignments, certificates, requisitions, agreements (including but not limited to investment agreements providing for the investment of proceeds of the Bonds and one or more escrow agreements with the trustees for the Prior Bonds providing for the payment of the Prior Bonds), notices, consents, instruments of conveyance, warrants and other documents, which such officers deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds to the Underwriter pursuant to the documents approved herein. Section 8. Effectiveness of Resolution. This Resolution shall take effect upon its adoption by this Board. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Redevelopment Agency this 12th day of February, 1991. by the following vote: Attest: SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY CRAIRMAN OF TFIE AN~, IM REDEVELOPMENT AG~CCY 11010-15 JHHW:BDQ:kla 02/07/91 ANAHEIM REDEVELOPMENT AGENCY RESOLUTION NO. ___--~_~..[.[-..3 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENGY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS, AUTHORIZING AND DIRECTING EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND AN ESCROW AGREEMENT, AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT, AUTHORIZING SALE OF BONDS AND AUTHORIZING OFFICIAL ACTION RELATED THERETO RESOLVED, by the Anaheim Redevelopment Agency (the "Agency"), as follows: WHEREAS, the Agency proposes at this time to issue its Anaheim Redevelopment Agency Redevelopment Project Alpha 1991 Tax Allocation Refunding Bonds (the "Bonds") to provide for the discharge of its repayment obligations relating to a loan (the "Loan") made by the the Local Government Finance Authority (the "Authority") under that certain Loan Agreement, dated as of September 1, 1988, by and among the Agency, The Bank of New York, as trustee, and the Authority (the "Loan Agreement"), which discharge will, in turn, provide for the defeasance of the Authority's Revenue Bonds (California Local Agency - Anaheim Redevelopment Agency), 1986 Issue A (the "Prior Bonds"), issued to make the Loan to the Agency under and pursuant to the Loan Agreement; and WHEREAS, the Bonds are to be issued pursuant to the Community Redevelopment Law of the State of California (the "Law"), constituting Part 1 (commencing with section 33000) of Division 24 of the California Health and Safety Code, section 53583 of the California Government Code and an Indenture of Trust, dated as of March 1, 1991 (the "Indenture"), by and between the Agency and a trustee bank to be selected trustee (the 'q'rustee"); and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Agency now desires to approve the issuance of the Bonds and to authorize the preparation and execution of the necessary documents relating thereto; WHEREAS, this Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Agency. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. !ssuance of Bonds. The Agency hereby authorizes the issuance of the Bonds under and pursuant to the Law and the Indenture in the aggregate principal amount of not to exceed $120,000,000 for the purposes hereinbefore described. The Agency hereby approves the Indenture in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon consultation with bond counsel, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and pedormance of the Indenture. Section 2. A.D.oroval of Escrow Agreement. The Agency hereby approves the escrow deposit and trust agreement between the Agency and The Bank of New York, as trustee for the Prior Bonds and as escrow holder (the "EScrow Agreement"), in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon consultation with bond counsel, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Escrow Agreement. Section 3. Sale of the Bonds. The Agency hereby approves the sale of the Bonds by competitive sale pursuant to and as described in the Notice of Sale, in substantially the form thereof on file with the Secretary together with any changes therein or additions thereto approved by the Executive Director upon consultation with bond counsel. The Bonds shall be awarded to the bidder who submits the highest responsible bid to be determined in accordance with the Notice of Sale. The Executive Director, in consultation with the Finance Director of the City of Anaheim (the "City"), is hereby delegated the authority to accept the best responsible bid for the purchase of the Bonds, determined in accordance with the Notice of Sale, so long as the net interest cost thereof does not exceed seven and one-half percent (7-1/2%) per annum, and to maximize the debt service savings accruing to the Agency The Executive Director, in consultation with the Finance Director of the City, is hereby authorized and directed to accept such bids, for and in the name of the Agency, by notice to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received for the Bonds, the Executive Director, in consultation with the Finance Director of the City, maY exercise her own discretion and judgment in making the award and may award the Bonds on a pro rata basis in such denominations as she, in consultation with the Finance Director of the City, shall determine. The Executive Director may, in her discretion, and after consultation with the Finance Director of the City, reject any and all bids and waive any irregularity or informality in any bid. The Executive Director, in consultation with the Finance Director of the City, shall award the Bonds, or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by a successful bidder. The Secretary is hereby authorized and directed to cause to be published a notice of intention to sell the Bonds, in the form thereof on file with the Secretary, one time in the The Bond Buyer, a financial publication generally circulated throughout the State of California, at least fifteen (15) days prior to the date set for the receipt of bids for the Bonds. Section 4. Preparation of Official Statement. Distribution of a preliminary official statement relating to the Bonds (the "Official Statement") by the Underwriter, as such preliminary Official Statement shall be prepared with the participation of the Executive Director of the Agency and counsel to the Agency, is hereby approved. Prior to the distribution of the preliminary Official Statement, the Executive Director is authorized and directed,, on behalf of the Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). The execution of a final Official Statement, which shall include such changes and additions to the preliminary Official Statement deemed advisable by the Executive Director, upon consultation with bond counsel, and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and the Executive Director of the Agency is authorized and directed to execute the final Official Statement for and On behalf of the Authority and to deliver to the Underwriter a certificate with respect to the information set forth therein, Section 5. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chairman, Secretary, Treasurer, the Executive Director, counsel to the Agency and other appropriate officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including payment from the proceeds of the Bonds of costs of issuance of the Bonds and execution and delivery of any and all assignments, certificates, requisitions, agreements (including but not limited to investment agreements providing for the investment of proceeds of the Bonds and one or more escrow agreements with the trustees for the Prior Bonds providing for the payment of the Prior Bonds), notices, consents, instruments of conveyance, warrants and other documents, which such officers deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds to the Underwriter pursuant to the documents approved herein. Section 8. Effectiveness of Resolution. This Resolution shall take effect upon its adoption by this Board. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Redevelopment Agency this 12th day of February, 1991. by the following vote: Attest: SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY By CI'-IAIRMAN OF TFIE AN~i~'IM REDEVELOPMENT AG F~4qCY STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. 91-3 was introduced and adopted at a regular meeting provided by law of the Anaheim Redevelopment Agency held on the 12th day of February, 1991, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Simpson, Daly, Pickler, Ehrle and Hunter NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution No. 91-3 on the 13thday of February, 1991. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Anaheim Redevelopment Agency this 13th day of February, 1991. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing is the original of Resolution No. 91-3 duly passed and adopted by the Anaheim Redevelopment Agency on February 12, 1991. SECRETARY OF THE ANAHEIM -" REDEVELOPMENT AGENCY