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ARA1977-047% 7/12/77 RESOLUTION NO. ..ARA77-47 . A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHOR- MING THE ISSUANCE OF $30,000,000 BONDS OF SAID AGENCY TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS REDEVELOPMENT PROJECT ALPHA. Wnmmks, the Anaheim Redevelopment Agency is a redevelopment agency (a public body, corporate and politic) 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 of the Health and Safety Code of the State of California) and the powers of such agency include the power to issue bonds for any of its corporate purposes; and WmmmAs, a redevelopment plan for a redevelopment project known and designated as "Rede- velopment Project Alpha" has heretofore been adopted and approved and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; and W RF.As said plan contemplates that the Agency will issue its bonds to finance a portion of the cost of such redevelopment; and WHEREAS, the Agency deems it necessary to issue tax allocation bonds for the aforesaid purpose; Now, THEREFORE, the Anaheim Redevelopment Agency DOES HERESY RESOLvE as follows: Section 1. Definitions. As used in this resolution the following terms shall have the following meanings: (a) `Bonds" or "bonds" means the $30,000,000 bonds authorized by this resolution. "Serial Bonds" and "Term Bonds" shall be as designated in Section 4 hereof. (b) "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest; obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority; all as and to the extent that such securities are eligible for the legal investment of Agency funds. (c) "Fiscal Agent" means the fiscal agent appointed by the Agency pursuant to Section 22 hereof, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in this resolution. (d) "Fiscal year" means the year period beginning on July 1st and ending on the next following June 30th. (e) "Law" or "Redevelopment Law" means the Community Redevelopment Law of the State of California as cited in the recitals hereof. (f) "Maximum annual debt service" as computed from time to time under Sections 15 and 17 hereof means the largest of the sums obtained for each fiscal year thereafter during the life of this issue by totaling the following for each such fiscal year: 1 7/12/77 (1) The principal amount of all Serial Bonds payable in such fiscal year and outstanding at the time of such computation; (2) The principal amount of Tenn Bonds maturing or required to be paid during such fiscal year and outstanding at the time of such computation; and (3) The interest which would be due during such fiscal year on the aggregate principal amount of Bonds (including parity bonds) which would be outstanding in such fiscal year if the Serial Bonds outstanding on the date of such computation are retired as they mature and if the Term Bonds outstanding on the date of such computation are retired pursuant to Section 17 hereof. (g) "Parity bonds" means any additional tax allocation bonds issued by the Agency as permitted by Section 15 of this resolution. (h) , "Paying Agent" means any paying agent provided by the Agency pursuant to. this resolution. (i) "Redevelopment Agency" or "Agency" means the Anaheim Redevelopment Agency. (j) "Redevelopment Plan" means the redevelopment plan for the Redevelopment Project Area approved and adopted by Ordinance No. 3190 descr in Section 16 hereof, and includes any amendment of said plan heretofore or hereafter made pursuant to law. (k) "Redevelopment Project" means the project of carrying out, pursuant to the Law, the Redevelopment Plan for the Redevelopment Project Area. (1) "Redevelopment Project Area" means the project area described and defined in said Ordinance No.•3190 as amended, which project area is known and designated as "Redevelopment Project Alpha." (m) "Tax Revenues" means that portion of taxes levied upon taxable property in the Redevelopment Project Area and received by the Agency on or after July 1, 1977, which is allocated to and paid into the Redevelopment Project Alpha Special Fund pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, all as more particularly set forth hereafter in this resolution. (n) "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the functions of Treasurer of the Agency. Section 2. Amount, Issuance and Purpose of Bonds. Under and pursuant to said Law and under and pursuant to this resolution Bonds of the Redevelopment Agency in the principal amount of $30,000,000 shall be issued by the Agency for the purpose of financing a portion of the cost of the Redevelopment Project and for other purposes related thereto as hereinafter provided. Section 3. Nature of Bonds. The Bonds shall be and are special obligations of the Agency and are secured by an irrevocable and first pledge of, and are payable as to both principal and interest solely from Tax Revenues and other funds as hereinafter provided. The Bonds and the interest thereon shall not. be paid from any proceeds from the sale, lease or other disposition of property in the Project Area, nor shall the payment of such principal and interest be (a) secured by «. any interest in property used or to be used in a trade or business or in payments in respect of such prop- erty or (b) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 103(b)(2)(B) of the Internal Revenue Code, 1954, as amended, and the regulations adopted thereunder. Said Bonds, the interest thereon, and any premiums payable upon the redemption of any thereof, are not a debt of the City of Anaheim, the State of California or any of its political subdivisions and neither said city, said state nor any of its political 7/12/77 subdivisions is liable on them, nor in any event shall said Bonds, interest or premiums be payable out of any funds or properties other than those of the Agency as in this resolution set forth. Said Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. Said Bonds shall be and are equally secured by an irrevocable and first pledge of. Tax Revenues and other funds as hereinafter provided, without priority for number, date of sale, date of execution, or date of delivery, except as expressly provided herein. The validity of said Bonds is not and shall not be dependent upon the completion of the Redevel- opment Project or upon the performance by anyone of his obligation relative to the Redevelopment Project. Nothing in this resolution shall preclude the redemption and payment of said Bonds prior to maturity, or the payment thereof at maturity, from the proceeds of refunding bonds issued pursuant to law. Nothing in this resolution shall prevent the Agency from making advances of its own funds how- soever derived to any of the uses and purposes mentioned in this resolution. Section 4. Description of Bonds. The Bonds shall be, in the principal amount of $30,000,000, shall be 6,000 in number, numbered A -1 to A -6000, inclusive, and shall be of the denomination of $5,000 each. Said bonds shall be designated REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION BONDS, SERIES A, shall be dated August 1, 1977, and shall mature on August 1 in each of the years and in the amounts as follows: The Bonds maturing in the years 1981 to 1991, inclusive, are sometimes referred to herein as "Serial Bonds." The Bonds maturing in the year 2003 are sometimes referred to herein as "Term Bonds," the annual minimum payments of which are provided for in Section 17 hereof. Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolu- tion, but not to exceed 8% per annum, payable semiannually on February 1 and August 1 of each year. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Bond, or if the same has been duly called for redemption then at the date fixed for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest. Section 6. Place of Payment. The Bonds and the interest thereon shall be payable in lawful money of the United States of America at the corporate agency division of the Fiscal Agent in Los Angeles, California, or at .the option of the holder, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. Section 7. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chair- man by his facsimile signature and by its Secretary by her manual signature, and the seal of the Agency 3 Principal Y Amount 1981 .................... $ 620,000 1982 .................... 655,000 1983 ................... 700,000 1984 .................... 740,000 1985 .................... 790,000 1986 ..................... 835,000 The Bonds maturing in the years 1981 to 1991, inclusive, are sometimes referred to herein as "Serial Bonds." The Bonds maturing in the year 2003 are sometimes referred to herein as "Term Bonds," the annual minimum payments of which are provided for in Section 17 hereof. Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolu- tion, but not to exceed 8% per annum, payable semiannually on February 1 and August 1 of each year. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Bond, or if the same has been duly called for redemption then at the date fixed for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest. Section 6. Place of Payment. The Bonds and the interest thereon shall be payable in lawful money of the United States of America at the corporate agency division of the Fiscal Agent in Los Angeles, California, or at .the option of the holder, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. Section 7. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chair- man by his facsimile signature and by its Secretary by her manual signature, and the seal of the Agency 3 Principal Year Amount 1987 .................... $ 890,000 1988 ....... ............ 945,000 1989 .................... 1,005,000 1990 .................... 1,065,000 1991 .................... 1,135,000 2003 .................... 20,620,000 The Bonds maturing in the years 1981 to 1991, inclusive, are sometimes referred to herein as "Serial Bonds." The Bonds maturing in the year 2003 are sometimes referred to herein as "Term Bonds," the annual minimum payments of which are provided for in Section 17 hereof. Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolu- tion, but not to exceed 8% per annum, payable semiannually on February 1 and August 1 of each year. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Bond, or if the same has been duly called for redemption then at the date fixed for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest. Section 6. Place of Payment. The Bonds and the interest thereon shall be payable in lawful money of the United States of America at the corporate agency division of the Fiscal Agent in Los Angeles, California, or at .the option of the holder, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. Section 7. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chair- man by his facsimile signature and by its Secretary by her manual signature, and the seal of the Agency 3 7/12/77 shall be impressed, imprinted or reproduced thereon. The interest coupons on said Bonds shall be signed by said Secretary by her facsimile signature. The foregoing officers are hereby authorized and directed to sign said Bonds and coupons in accordance with this section. Section 8. Registration. The Bonds may be registered as to principal only or as to both principal and interest and the form of .registration of any registered Bond may be changed, or any registered Bond may be discharged from registration, all ,in accordance with the provisions for registration con- tained in the form of Bond set forth in Section 27 hereof. Section 9. Redemption of Bonds. Bonds maturing on or prior to August 1, 1987 shall not be subject to call and redemption prior to maturity. Bonds maturing on or after August 1, 1988 may be called before maturity and redeemed at the option of the Agency, from any source of funds, on August 1, 1987, or on any interest payment date thereafter prior to maturity, as a whole, or in part in inverse order of maturity and by lot within each maturity, at a redemption price for each redeemed Bond equal to the principal amount thereof, plus the following premium (percentage of par value) if redeemed at the following times: Redempt D ates Pr e m iums August 1, 1987 and February 1, 1988 .... M ..................... 2%7o August 1, 1988 and February 1, 1989 .......................... 2 August 1, 1989 and February 1, 1990 .......................... I% August 1, 1990 and February 1, 1991 .......................... 1 August 1, 1991 and February 1, 1992 . , ................ I ....... %70 August 1, 1992 and thereafter . ............................... 0 % Section 10. Notice of Redemption. Notice of the intended redemption shall be published by the Fiscal Agent by one insertion in a newspaper of general circulation in The City of Los Angeles, Cali- fornia and in a financial newspaper or journal of national circulation published in or near The City of New York, New York, said publication to be at least 30 days but not more than 90 days prior to the redemption date, provided that notice of redemption may be given and published earlier than said 90th day if provision is made for the republication of said notice within the period above prescribed. The notice of redemption shall .(a) state the redemption date; (b) state the redemption price; (c) state the numbers of the Bonds to be redeemed; provided, however, that if the call includes all of the outstanding Bonds the numbers of the Bonds need not be stated; (d) require that such Bonds be surrendered with all interest coupons maturing subsequent to the redemption date (except that no coupons need be surrendered on Bonds registered as to both principal and interest) at the office of the Fiscal Agent or at the office of any Paying Agent; and (e) give notice that further interest on such Bonds will ' not accrue after the designated redemption date. If any of the Bonds designated for redemption shall be registered, the Fiscal Agent shall, on or before the date of publication of said notice of redemption, mail a similar notice, postage prepaid, to the respective registered owners thereof at the addresses appearing on the bond registry books in the office of the Fiscal Agent. The actual receipt by the holder of any Bond (hereinafter referred to as "bondholder ") of. notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. The notice or notices required by this section shall be given by the Fiscal Agent. A certificate by the Fiscal Agent that notice of call and redemption has been given to holders of registered Bonds as herein provided shall be conclusive as against all parties, and no bondholder whose registered Bond is called for redemption may object thereto or object to the si 7/12/77 cessation of interest on the redemption date fixed by any claim or showing that he failed to receive actual notice of call and redemption. Section 11. Redemption Fund. Prior to the time the Agency determines to call and redeem any of said Bonds there shall be established with the Fiscal Agent a redemption fund to be described or known as Redevelopment Project Alpha Tax Allocation Bonds, Series A, Redemption Fund (hereinafter sometimes referred to as "Redemption Fund "), and prior to the publication of the notice of a redemp- tion the Fiscal Agent must set aside in said Redemption Fund moneys available for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in such notice for redemption. Said moneys must be set aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment (principal and premium) for the Bonds to be redeemed upon presentation and surrender of such Bonds and (except as to Bonds registered as to both principal and interest) all interest coupons maturing after the redemption date, and shall be used only for that purpose. Any interest payment or coupon due on or prior to the redemption date shall be paid from the Special Fund described in Section 17 hereof, upon presentation and surrender thereof. Each Bond presented (if unregistered or if registered as to principal only) must have attached thereto or presented therewith all interest coupons maturing after the redemption date. If after all of the Bonds called have been redeemed and cancelled or paid and cancelled there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the Special Fund; provided, however, that if said moneys are part of the proceeds of refunding bonds said moneys shall be transferred to the fund created for the payment of principal of and interest on such refunding bonds. Section 12. Effect of the Notice of Redemption. When notice of redemption has been given, substantially as provided in Section 10 hereof, and when the amount necessary for the redemption of the Bonds called for redemption (principal and premium) is set aside for that purpose in the Redemp- tion Fund, as provided in Section 11 hereof, the Bonds designated for redemption shall become due and payable on the date ,fixed for redemption thereof, and, upon presentation and surrender of said Bonds and (except as to Bonds registered as to both principal and interest) all interest coupons maturing after the redemption date, at the place specified in the notice of redemption,. such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption on or any interest coupons thereof after the redemption date specified in such notice, and the holders of said Bonds so called for redemption after such redemp- tion date shall look for the payment of such Bonds and the premium thereon only to the Redemption Fund. All Bonds redeemed and all interest coupons thereof shall forthwith be cancelled by the Fiscal Agent and shall not be reissued. All interest coupons pertaining to any redeemed Bonds, which coupons have matured on or prior to the time fixed for redemption, shall continue to be payable to the respective holders thereof but without interest thereon. All unpaid interest payable at or prior to the date fixed for redemption upon Bonds registered as to both principal and interest shall continue to be payable to the respective registered owners of such Bonds, or their order, but without interest thereon. Section 13. Funds. There is hereby created a special trust fund called the Redevelopment Project Alpha Redevelopment Fund (hereinafter sometimes called the "Redevelopment Fund"), to be held by the Treasurer. There is hereby created a special trust fund called the Redevelopment Project Alpha Special Fund (herein sometimes called the "Special Fund "), to be held by the Fiscal Agent. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid, the moneys. in the foregoing funds shall be used for no purpose other than those required or permitted by this resolution and the Law. M 7/12/77 Section 14. Disposition of Bond Proceeds; Redevelopment Fund. The proceeds from the sale of the Bonds shall be placed in the Redevelopment Fund, except for an amount equal to maximum annual debt service which shall be transferred to the Fiscal Agent and deposited in the Special Fund. The moneys set aside and placed in the Redevelopment Fund shall remain therein until from time to time expended solely for the purpose of financing a portion of the cost of the Redevelopment Project and other costs related thereto, such other costs to include but not be limited to: (a) Reimbursement to the City of Anaheim for prior advances made to the Agency in connection with the Redevelopment Project; (b) The cost of land acquisition, relocation benefits, site clearance, site improvements and other costs which may not benefit the Redevelopment Project exclusively but which are necessary . to the redevelopment of the Redevelopment Project Area and the disposition of the land therein; and (c) The necessary expenses in connection with the issuance and sale of the Bonds. If any sum remains in the Redevelopment Fund after the full accomplishment of the objects and purposes for which said Bonds were issued, said sum shall be transferred to the Special Fund. Section 15. Issuance of Additional Parity Bonds to Pay Project Costs. If at any time the Agency determines that it will not have sufficient moneys available from other sources to pay the costs of the Redevelopment project, the Agency may provide for the issuance of, and sell, additional tax allocation bonds, payable on a parity with the Bonds, in such principal amount as it estimates will be needed for such purpose, subject to the following conditions precedent to such sale: (a) The Agency shall be in compliance with all covenants set forth in this resolution. (b) Tax Revenues received or to be received by the Agency based upon the most recent assessed valuation of taxable property in the Redevelopment Project Area (as certified by the Auditor- Controller' of Orange County) and upon the most recently established tax rates are at least equal to (1) maximum annual debt service on all Bonds and parity bonds which will be outstanding following the issuance of such additional bonds, or (2) 1357o of the highest annual principal and interest. payments, including minimum Term Bond payments, on all outstanding Bonds and parity bonds which will be due and payable in the next three fiscal years following the issuance of such additional bonds, whichever amount is greater. (c) The resolution providing for such additional bonds shall require that from the proceeds of such sale there shall be deposited in the Special Fund an amount sufficient to raise the balance therein to a sum equal to maximum annual debt service on all Bonds and parity bonds which will be outstanding following the issuance of such additional bonds, and that the balance of such proceeds shall be deposited in the Redevelopment Fund to be used for the purposes specified in Section 14 hereof. (d) The additional bonds shall mature on August 1, and the interest thereon shall be payable February 1 and August 1 of each year. Section 16. Tax Revenues. As provided in the Redevelopment Plan pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article RVI of the Constitution of the State of California, taxes levied upon taxable property in the Redevelopment Project Area each year by or for the benefit of the State of California, any city, county, city and county, district, or other public corporation (herein- after sometimes called "taxing agencies ") after the effective date of the ordinance approving the 7/12/77 Redevelopment Plan (being Ordinance No. 3190 adopted by the City Council of the City of Anaheim on July 19, 1973, which ordinance became effective on August 18, 1973) shall be divided as follows: (1) That portion of the taxes which would be produced by the rate upon which the tax is levied' each year by or for each of said taxing agencies upon the total sum of the assessed value of the taxable property in the Redevelopment Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to August 18, 1973 (being the effective date of Ordinance No. 3190 above referred to) shall be allocated to and when collected shall be paid into the funds of the respective taxing agencies as taxes by or for said taxing agencies on all other property are paid; and (2) That portion of said levied taxes each year in excess of such amount shall be allocated to and when collected shall be paid into a special fund ( which, in the case of taxes received by the Agency on or after July 1, 1977, shall be the Special Fund provided in Section 17 hereof) of the Agency. The foregoing provisions of this section are a portion of the provisions of said Article 6 as applied to the Bonds and shall be interpreted in accordance with said Article 6, and the further provisions and definitions contained in said Article 6 are hereby incorporated herein by reference and shall apply. The Tax Revenues (except that portion which the Agency may use pursuant to Section 17 hereof) are hereby allocated and pledged in their entirety to the payment of the principal of, interest on, and premiums payable upon redemption of, said Bonds and any parity bonds as in this resolution provided, and until all of said Bonds and parity bonds, and all interest thereon, have been paid (or until moneys for that purpose have been irrevocably set aside) the Tax Revenues shall be applied solely to the payment of said Bonds and parity bonds, the interest thereon, and premiums pay- able upon redemption thereof, as in this resolution provided. Such allocation and pledge is for the exclusive benefit of the holders of the Bonds and parity bonds and shall be irrevocable. Section 17. Special Fund. The interest on the Bonds (including all parity bonds) and the principal of the Serial Bonds upon maturity shall be paid by the Fiscal Agent from the Special Fund. At the maturity of the Term Bonds, and after all interest on the Bonds (including all parity bonds) then outstanding has been paid, or provided for, moneys in the Special Fund shall be applied -to the payment of the principal of any of the Term Bonds then outstanding. All Tax Revenues shall be deposited in the Special Fund. To the extent not required to pay interest and principal on the Bonds as the same become due, there shall be maintained in the Special Fund an amount equal to maximum annual debt service so long as any of the Bonds are outstanding. The Fiscal Agent, on or before December 31, 1977, and on or before each December 31 thereafter, shall ascertain the amount of Tax Revenues received or to be received by the Agency based upon the most recent assessed valuation of taxable property in the Redevelopment Project Area (as certified by the Auditor - Controller of Orange County) and the most recently established tax rates, and shall (after de- ducting therefrom the minimum balance to be retained as set forth above) estimate that portion of said Tax Revenues .which will be in excess of 125% of the amount of principal and interest then due or to be- come due on the next following February 1 and August 1 (including minimum Term Bond payments) on the Bonds and on any parity bonds then outstanding, and shall promptly notify the Agency of the excess portion so determined. The Agency may, by written notice to the Fiscal Agent within 30 days after receipt of such notification, direct that an amount not exceeding said excess portion be paid to the Agency, which amount may be used by the Agency for any purpose authorized in the Law, and may direct the Fiscal Agent to pay all or any remaining part of said excess portion to the Auditor- Controller 7 7/12/77 of Orange County for payment into the funds of the respective taxing. agencies. Upon receipt of the Tax Revenues, the Fiscal Agent shall make such payment or payments as directed by the Agency. Any moneys in the Special Fund on July 1, 1978 or on any July 1 thereafter, in excess of maximum annual debt service plus, the amount of principal (including minimum Term Bond payments) and interest to become due on the next following August 1 and February 1 on the Bonds and on any parity bonds then outstanding, may be used to purchase Bonds and commencing July 1, 1987, shall be used and applied to call and redeem the largest principal amount of outstanding Bonds which can be called (including the payment of the applicable premium thereon) with the moneys available therefor, provided said moneys are .sufficient to redeem at least $25,000 principal amount. Any such call and redemption shall be made in accordance with the provisions of Sections 9 to 12 hereof, inclusive. For the payment of the Term Bonds, moneys shall be retained in the Special Fund in amounts (herein referred to as "minimum Term Bond payments ") sufficient to call and redeem said Term Bonds in the following respective minimum principal amounts on August 1 in each of the following ye trs: Purchases of outstanding Bonds may be made by the Fiscal Agent at public or private sale as and when and at such prices as the Fiscal Agent may in its discretion determine but only at prices (including brokerage or other expenses) of not more than par plus accrued interest plus the premium applicable at the next following call date according to the schedule set forth in Section 9 hereof, and any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Fund for the payment of interest on the next following interest date. Any Bonds so purchased together with all unpaid interest coupons pertaining thereto shall be cancelled by the Fiscal Agent forthwith and surrendered to the Agency and shall not be reissued. The previous provisions of this section for the determination each year of the amount of moneys available for purchase or redemption of Bonds shall not prevent the Fiscal Agent, if directed by the Agency, from purchasing Bonds with moneys in the Special Fund in the manner hereinbefore provided, on or after July 1, 1978, at any time or times during any year but any such purchases (except for accrued interest) shall be made only with the portion of the then balance in said fund which is in excess of maximum annual debt service plus the amount of principal (including minimum Term Bond payments) and interest to become due on the then outstanding Bonds (including panty bonds) on the next two following interest payment dates. Section 18. Deposit and Investment of Moneys in Funds. Subject to the provisions of Covenant 9 of Section 19 hereof, all moneys held by the Treasurer in the Redevelopment Fund and by the Fiscal Agent in' the 'Special Fund, except such,moneys which are at the time invested, shall be held in time or demand deposits in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Fiscal Agent) and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Principal Year Am ount 1992 ............... ....... $1,205,000 1993 ..................... 1,280,000 1994 ..................... 1, 360, 000 1995 ...................... 1,445,000 1996 ..................... 1,535,000 1997 ................. I... 1,630,000 Purchases of outstanding Bonds may be made by the Fiscal Agent at public or private sale as and when and at such prices as the Fiscal Agent may in its discretion determine but only at prices (including brokerage or other expenses) of not more than par plus accrued interest plus the premium applicable at the next following call date according to the schedule set forth in Section 9 hereof, and any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Fund for the payment of interest on the next following interest date. Any Bonds so purchased together with all unpaid interest coupons pertaining thereto shall be cancelled by the Fiscal Agent forthwith and surrendered to the Agency and shall not be reissued. The previous provisions of this section for the determination each year of the amount of moneys available for purchase or redemption of Bonds shall not prevent the Fiscal Agent, if directed by the Agency, from purchasing Bonds with moneys in the Special Fund in the manner hereinbefore provided, on or after July 1, 1978, at any time or times during any year but any such purchases (except for accrued interest) shall be made only with the portion of the then balance in said fund which is in excess of maximum annual debt service plus the amount of principal (including minimum Term Bond payments) and interest to become due on the then outstanding Bonds (including panty bonds) on the next two following interest payment dates. Section 18. Deposit and Investment of Moneys in Funds. Subject to the provisions of Covenant 9 of Section 19 hereof, all moneys held by the Treasurer in the Redevelopment Fund and by the Fiscal Agent in' the 'Special Fund, except such,moneys which are at the time invested, shall be held in time or demand deposits in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Fiscal Agent) and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Principal Year A 1998 .: ....... ... $1,735,000 1999 ..................... 1,840,000 2000 ..................... 1, 955, 000 2001 ..................... 2,080,000 2002 ..................... 2,210,000 2003 ..................... 2,345,000 Purchases of outstanding Bonds may be made by the Fiscal Agent at public or private sale as and when and at such prices as the Fiscal Agent may in its discretion determine but only at prices (including brokerage or other expenses) of not more than par plus accrued interest plus the premium applicable at the next following call date according to the schedule set forth in Section 9 hereof, and any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Fund for the payment of interest on the next following interest date. Any Bonds so purchased together with all unpaid interest coupons pertaining thereto shall be cancelled by the Fiscal Agent forthwith and surrendered to the Agency and shall not be reissued. The previous provisions of this section for the determination each year of the amount of moneys available for purchase or redemption of Bonds shall not prevent the Fiscal Agent, if directed by the Agency, from purchasing Bonds with moneys in the Special Fund in the manner hereinbefore provided, on or after July 1, 1978, at any time or times during any year but any such purchases (except for accrued interest) shall be made only with the portion of the then balance in said fund which is in excess of maximum annual debt service plus the amount of principal (including minimum Term Bond payments) and interest to become due on the then outstanding Bonds (including panty bonds) on the next two following interest payment dates. Section 18. Deposit and Investment of Moneys in Funds. Subject to the provisions of Covenant 9 of Section 19 hereof, all moneys held by the Treasurer in the Redevelopment Fund and by the Fiscal Agent in' the 'Special Fund, except such,moneys which are at the time invested, shall be held in time or demand deposits in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Fiscal Agent) and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. 7/12/77 Moneys in the Redevelopment Fund may be from time to time invested by the Treasurer, and moneys in the Special Fund may, and upon written request of the Agency shall, be invested by the Fiscal Agent, in Federal Securities, subject to the following restrictions: (a) Moneys in the Redevelopment Fund shall be invested only in obligations which will by their terms mature not later than six months after the dates the Agency estimates the moneys represented by the particular investment will be needed for withdrawal from such fund. (b) Moneys in the Special Fund shall be invested only in obligations which will by their terms mature on such dates as to insure that before each interest payment date there will be in such fund, from matured obligations and other moneys already in such fund, cash equal to the interest and principal (including minimum Term Bond payments) payable on such date with respect to the Bonds and any parity bonds. Obligations purchased as an investment of moneys in either of said funds shall be deemed at all times to be . a part of such fund and the interest accruing thereon and any gain realized from . such investment shall be credited to such fund and any loss resulting from any such authorized investment shall be charged to such fund without liability to the Agency or the members and officers thereof or to the Fiscal Agent. The Agency or the Fiscal Agent, as the case may be, shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such fund as required by this resolution. For the purpose of determining at any given time the balance in any such fund any such investment constituting a part of such fund shall be valued at the then estimated or appraised market value of such investment. Section 19. Covenants of the Agency. The Agency shall preserve and protect the security of the Bonds and the rights of the bondholders and defend their rights against all claims and demands of all persons. Until such time as an amount has been set aside sufficient to pay at maturity, or to call prior to maturity, all outstanding Bonds, plus unpaid interest thereon to maturity , or to the call date, the Agency will (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this resolution or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the bondholders: 1. The Agency covenants and agrees that it will diligently carry out and continue to com- pletion, with all practicable dispatch, the Redevelopment Project in accordance with its duty so to do under and in accordance with the Law and the Redevelopment Plan and in a sound and economical manner. The Redevelopment Plan may be amended as provided in the Law but no amendment shall be made which would substantially impair the security of the Bonds or the rights of the bondholders. 2. The Agency covenants and agrees that the proceeds of the sale of said Bonds will be deposited and used as provided in this resolution and that it will manage and operate all properties owned by it and comprising any part of the Redevelopment Project in a sound and businesslike manner. 3. The Agency covenants and agrees that, except as permitted in Section 15 hereof, it will not issue any other obligations payable, principal or interest, from the Tax Revenues which have, or purport to have, any lien upon the Tax Revenues superior to or on a parity with the lien of the Bonds herein authorized and the interest coupons pertaining thereto; provided, however, that nothing in this resolution shall prevent the Agency from issuing and selling pursuant to law refunding bonds or other refunding obligations payable from and having a first lien upon the Tax Revenues if such refunding bonds or other refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding all of the Bonds authorized by this resolution and then outstanding. 7/12/77 4. The Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of (including minimum Term Bond payments) and interest on each of the Bonds issued hereunder together with the premium thereon if any be payable on the date, at the place and in the manner provided in said Bonds and the interest coupons pertaining thereto, solely from the Tax Revenues and other funds as herein provided. The Agency further covenants that it shall comply with the requirements of Section 33675 of the Law, including the annual filing of a "state- ment of indebtedness" with the Auditor - Controller of Orange County. 5. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Redevelopment Project Area, or upon the revenues and income therefrom and will pay all lawful claims for labor, material and supplies which if unpaid might become a lien or charge upon any of said properties, revenues or income or which might impair the security of the Bonds or the use of Tax Revenues or other funds to pay the principal of and interest thereon, all to the end that the priority and security of said Bonds shall be reserved; provided that nothing in this paragraph shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity thereof. 6. The Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Tax Revenues and other funds herein provided for, and will prepare within 120 days after the close of each of its fiscal years a complete financial statement or statements for such year in reasonable detail covering such Redevelopment Project, Tax Revenues and other funds and certified by a certified public accountant or firm of certified public accountants selected by the Agency, and will furnish a copy of such statement or statements to any bondholder. upon written request. 7. The Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, the net proceeds realized by the Agency therefrom will be deposited in the Special Fund and used and applied for the purpose of paying principal of and interest on said Bonds and any parity bonds as in this resolution. provided. 8. The Agency covenants and agrees that it will not dispose of more than 1077 of the land area in the Redevelopment Project Area (except property shown in the Redevelopment Plan in effect on the date this resolution is adopted as planned for public use) to public bodies or other persons or entities whose property is tax exempt if as a result of such disposition the security of the Bonds or the rights of the .bondholders would be substantially impaired. 9. The Agency covenants that under no circumstances shall any initial investment, subsequent investment or reinvestment of the proceeds of the Bonds be made in such a manner as to result in the loss of exemption from federal income taxation of interest on the Bonds. Except as permitted during "temporary periods" (as such term is defined in the proposed Income Tax Regulations referred to herein) by said proposed Income Tax Regulations, the proceeds of the Bonds shall not be invested directly or indirectly in taxable obligations so as to produce a yield which is materi- ally higher than the yield on the Bonds which results in the Bonds constituting "arbitrage bonds" within the meaning of Section 143(c), Internal Revenue Code of 1954, as amended, and the proposed Income Tax Regulations issued thereunder; but such sums may be otherwise invested if . and when such Section and any regulations thereunder permit the investment to be made in the manner made without causing the Bonds to become "arbitrage bonds". 10 7/12/77 Section 21. Taxation of Leased Property. Whenever any property in the Redevelopment Project Area has been redeveloped and thereafter is leased by the Agency to any person or persons (other than the City of Anaheim or any public instrumentality thereof), the property shall be assessed and taxed in the same manner as privately owned property, as required by Section 33673 of the Law, and the lease or contract shall provide (a) that the lessee shall pay taxes upon the assessed value of the entire property and not merely upon the assessed value of his or its leasehold interest, and. (b) that if for any reason the taxes levied on such property in any year during the term of the lease or contract are less than the taxes which would have been levied if the entire property bad been assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Agency within thirty days after the taxes for such year become payable to the taxing agencies and in no event later than the delinquency date of such taxes established by law; provided that, in no event shall any payments pursuant to clause (b) hereof amount to a major portion, within the meaning of Section 103(b)(2)(B) of the Internal Revenue Code of 1954, as amended, of the principal or interest on the Bonds. ' All such payments shall be treated as Tax Revenues, and when received by the Agency shall be deposited in the Special Fund. Section 22. Fiscal Agent and Paying Agents. The Agency hereby appoints Bank of America National Trust and Savings Association as Fiscal Agent to act as the agent and depositary of the Agency for the purpose of receiving Tax Revenues and other funds as provided in this resolution, to hold, allocate, use and apply such Tax Revenues and other funds as provided in this resolution, and to perform such other duties and powers of the Fiscal Agent as are prescribed in this resolution. The Agency may remove the Fiscal Agent initially appointed or any successor thereto and in such case shall forthwith appoint a successor thereto but any successor shall be a bank or trust company doing business and having an office in The City of Los Angeles, having a combined capital and surplus of at-least $50,000,000. The Fiscal Agent herein appointed or any substituted Fiscal Agent may at any time resign as such in' writing filed with the Agency in which event the Agency shall forthwith appoint a substitute Fiscal Agent and the resignation shall become effective upon such appointment. In the event that the Fiscal Agent or any successor becomes incapable of acting as such the Agency shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without action of the Agency. A Fiscal Agent may become the owner of any of the Bonds authorized by this resolution or any of the coupons appurtenant thereto with the same rights it would have had if it were not the Fiscal Agent. The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of or to exercise diligence in the enforcement of the collection of funds assigned to it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. _ The recitals of fact and all promises, covenants and agreements herein and in the Bonds of said authorized issue contained shall be taken as statements, promises, covenants and agreements of the Agency, and the Fiscal Agent assumes no responsibility for the correctness of the same, and makes no representations as to the validity or sufficiency of this resolution or of the Bonds or coupons, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or default. The Agency shall, during the life of the Bonds, provide for Paying Agents in Los Angeles and San Francisco, California, Chicago; Illinois, and New York, New York, at the office of which the Bonds and coupons are payable at the option of the holder. Section 23. Lost, Destroyed or Mutilated Bonds. In the event that any Bond or any interest coupon pertaining thereto is lost, stolen, destroyed or mutilated, the Agency will cause to be issued a new Bond 11 7/12/77 or coupon similar to the original to replace the same in such manner and upon such reasonable terms and conditions, including the payment of costs and the posting of a surety bond if the Agency deems such surety bond necessary, as may from time to time be determined and prescribed by resolution. The Agency may authorize such new Bond or coupon or coupons to be signed and authenticated in such manner as it determines in said resolution. Section 24. Cancellation of Bonds. All Bonds and coupons surrendered to the Fiscal Agent or any Paying Agent for payment upon maturity or for redemption shall upon _payment therefor be cancelled immediately and forthwith transmitted to the Treasurer or destroyed at the direction of the Treasurer. Section 25. Amendments without Consent of Bondholders. The Agency may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof), (a) to cure any ambiguity or formal defect or omission in this resolution or in any supple - mental resolution, or (b) to grant to or confer upon the Fiscal Agent for the benefit of the bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the bondholders or the Fiscal Agent. Section 26. Amendments with Consent of Bondholders. This resolution, and the rights and obliga- tions of the Agency and of the holders of the Bonds and coupons issued hereunder, may be modified or amended at any time by supplemental resolution adopted by the Agency with the consent of bond- holders holding at least 6017o in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the Agency or the City of Anaheim, and obtained as hereinafter set forth; provided, however, that no such modification or amendment shall, without the express consent of the holder or registered owner of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date, reduce the premium payable upon redemption thereof, extend its maturity or the times for paying interest thereon or change the monetary medium in which principal and interest is payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon the holders of all of the Bonds and interest coupons, whether such coupons be attached to Bonds or de- tached therefrom, and shall not be deemed an infringement of any of the provisions of this resolution or of said Law, whatever the character of such act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this resolution, and after such consent relating to such specified matters has been given, no bondholder or holder of any interest coupon, whether attached to a Bond or detached therefrom, shall have any right or interest to object to such action or in any manner to question the propriety thereof. or to enjoin or restrain the Agency or any officer thereof from taking any action pursuant thereto. If the Agency shall desire to obtain any such consent, it shall cause notice to be published in a financial newspaper or journal of national circulation published in or near The City of New York, New York. If any of the Bonds shall be registered, the Agency shall cause the Fiscal Agent to mail a similar notice, postage prepaid, to the respective registered owners thereof at their addresses appearing on the bond registry books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Fiscal Agent for inspection by all bondholders. The Fiscal Agent shall not, however, be subject to any liability to any bondholders by reason of his failure to mail the notice required by this section, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this section. 12 7/12/77 Whenever at any time within one year after the date of the publication of such notice, the Agency shall receive an instrument or instruments purporting to be executed by the holders of not less than 609o' in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the Agency or the City of Anaheim), which instrument or instruments shall refer to the proposed supplemental resolution described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Fiscal Agent, thereupon, but not otherwise, the Agency may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bonds, whether or not such holder shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this section, this resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. . Section 27. Bond and Coupon Forms. Said Bonds shall be issued as payable to bearer, shall be issued in negotiable form and shall be negotiable, and the form of said Bonds and the interest coupons attached thereto shall be substantially as follows: UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE ANAHEIM REDEVELOPMENT AGENCY REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION BOND, SERIES A No. A- $5,000 The ANAHEiNf REDEVELOPMENT AGENCY ( hereinafter sometimes called the "Agency ") , a public body corporate and politic; duly organized and existing under the laws of the State of California, for value received, hereby promises to pay ( but solely from the funds hereinafter mentioned) to the bearer or, if this bond be registered, to the registered owner hereof, on August 1, . ( subject to right of prior redemption as hereinafter stated), upon presentation and surrender of this bond, the sum of FIVE THOUSAND DOLLARS ($5,000), with interest thereon (payable solely from said funds) from the date hereof at the rate of ... % per annum, interest payable semiannually on the first day of February and the first day of August of each and every year until this bond is paid, upon presentation and surrender of the respective interest coupons hereto attached; provided, however, that if at the maturity date of this bond or, if the same is duly called for redemption then at the date fixed for redemption, funds are available for payment or redemption thereof, as provided in the resolution hereinafter mentioned, this bond shall then cease to bear interest. Both principal and interest are payable in lawful money of the United States of America at the corporate agency division of Bank of America National Trust and Savings Association, Fiscal Agent for the Agency, in Los Angeles, California, or, at the option of the holder hereof, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. , This bond, the interest thereon, or any premium payable upon the redemption thereof, are not a debt of the City of Anaheim, the State of California or any of its political subdivisions and neither said city, said state nor any of its political subdivisions is liable thereon, nor in any event shall this bond or said interest or premiums be payable out of any funds or properties other than 13 7/12/77 the funds of the Agency hereinafter mentioned. This bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons exceuting this bond are liable personally on this bond by reason of its issuance. This bond is one of a. duly authorized issue of bonds of the Agency designated "Redevelopment Project Alpha Tax Allocation Bonds, Series A" (hereinafter called the `bonds ") limited in aggregate principal amount to $30,000,000, all of like tenor (except for bond numbers and maturity dates and differences, if any, in interest rate) and all of which have been issued pursuant to and in full conformity with the Constitution and laws of the State of California and particularly the Com- munity Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) for the purpose of financing a portion of the cost of the redevelopment project above designated, and are authorized by and issued pursuant to Resolution No....... (hereinafter called "the resolution ") adopted by the Agency on July 12, 1977, and all of the bonds are equally secured in accordance with the terms of the resolution, reference to which is hereby made for a specific description of the security therein provided for said bonds, for the nature, extent and manner of enforcement of such security, for the covenants and agreements made for the benefit of the bondholders, and for a statement of the rights of the bondholders, and by the acceptance of this bond the holder thereof and of the coupons attached hereto assents to all of the terms, conditions and provisions of said resolution. In the manner provided in the resolution, said resolution and the rights and obligations of the Agency and of the holders of said bonds and coupons, may (with certain exceptions as stated in said resolution) be modified or amended with the consent of the holders of 60 in aggregate principal amount of outstanding bonds, exclusive of bonds owned by the Agency or the City of Anaheim. The principal of this bond, the interest thereon, and any premium payable upon redemption thereof are secured by an irrevocable and first pledge of, and are payable solely from, the Tax Revenues (as such term is defined in said resolution) and other funds, all as more particularly set forth in the resolution. If this bond matures on or after August 1, 1988, it is callable and redeemable prior to maturit in accordance with the provisions for redemption endorsed hereon. This bond and the coupons attached hereto are negotiable instruments and shall be negotiable by delivery. This bond may be registered as to principal only or as to both principal and interest, in accordance with the provisions for registration endorsed hereon. It is hereby recited, certified and declared that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California. IN Wrr.NEss WHEREOF, the Anaheim Redevelopment Agency has caused this bond to be signed on its behalf by its Chairman by his facsimile signature and by its Secretary and the seal of said Agency to be impressed, imprinted or reproduced hereon, and the interest coupons hereto attached to be signed by said Secretary by her facsimile signature and this bond to be dated the first day of August, 1977. Chairman of the Anaheim Redevelopment Agency (SEAL) Secretary of the Anaheim Redevelopment Agency 14 7/12/77 t ( Coupon Form) On the first day of ......... 19— The ANAHEIM REDEVELOPMENT AGENCY will pay to bearer, at the corporate agency division of Bank of America National Trust and Savings Association, Fiscal Agent for the Agency,. in Los Angeles, California or at Coupon No. the option of the holder hereof, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois, solely out of the funds mentioned in the bond to which this coupon is attached, the sum of $ .......... in lawful money of the United States of America, being the semiannual interest then due on its REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION BOND, SERIES A, dated August 1, 1977, subject to the provisions on the reverse' hereof. No. A- .. . Secretary of the Anaheim Redevelopment Agency ( Reverse of Coupon) If the bond to which this coupon is attached is duly called for redemption on a date prior to the maturity date of this coupon, this coupon will be void. PROVISIONS FOR REDEMPTION If this bond matures on or after August 1, 1988, it is redeemable in the manner and subject to the terms and provisions, and with the effect, set forth in the resolution of the Anaheim Redevelopment Agency referred to on the face of this bond, at the option of said Agency, on August 1, 1987, or on any interest payment date thereafter prior to maturity, upon at least 30 days' prior notice published in a newspaper in The City of Los Angeles, California, and in a financial newspaper or journal of national circulation published in or near The City of New York, New York, at a redemption price equal to the principal amount thereof plus the following premiums (percentage of par value) if redeemed at the following times: R edempti o n D ates Premium. August 1, 1987 and February 1, 1988 .................... ..... 2 August 1, 1988 and February 1, 1989 .......................... 2 August 1, 1989 and February 1, 1990 .......................... IY2% August 1, 1990 and February 1, 1991 .......................... 1 August 1, 1991 and February 1, 1992 .......................... 1 12% August 1, 1992 and thereafter ........... I .................... 0 PROVISIONS FOR REGISTRATION This bond may be registered in the name of any person as the registered owner hereof either as to principal only or as to both principal, and interest, and, if registered in either of said forms may be changed to registration in the other of said forms or discharged from registration. Each registration, transfer after registration, change of form of registration, or . discharge from registration of this bond shall be entered by the Fiscal Agent in books kept by it for the purpose and noted by it in the registration blank below. Upon registration as to both principal and interest, all 15 7/12/77 unmatured coupons pertaining hereto shall be surrendered to the Fiscal Agent and may be preserved or cancelled in his discretion. So long as this bond is registered no transfer hereof shall be valid for any purpose unless made by the registered owner and entered and noted as herein provided, and the principal hereof and any redemption premium shall be payable only to the registered owner or to his order. Interest on this bond, if registered as to both principal and interest, shall be payable to the person whose name appears upon the registry books as the registered owner hereof at the close of business on the tenth day pre- ceding the interest payment date, or to his order. If this bond is registered as to both principal and interest and its registration is changed to registration as to principal only, or if it is discharged from registration, there shall be attached hereto coupons representing interest hereon to become due there- after to the date of maturity hereof. In lieu thereof, and upon surrender and cancellation hereof, the Fiscal Agent in his discretion may cause to be issued by the Agency in exchange therefor a new bond, with such coupons attached, identical with this bond, except for the previous notations on the registra- tion blank hereon, and except that the signatures on the new bond shall be those of the persons holding the offices at the time of affixing such signatures. The first such issuance of a new bond or new coupons shall be made without charge ( except for any tax or other governmental charge), and thereafter any such, issuance shall be at the expense of the registered owner. Each discharge hereof from registration shall be effected by an entry on the registry books, and a notation in the blank below, that this bond is payable to bearer, whereupon this bond shall become an unregistered bearer instrument, negotiable by delivery as if it had never been registered. Each request for registration, transfer, change or discharge must be in form satisfactory to the Fiscal Agent and must be made in writing, signed by the registered owner, or by his agent duly authorized in writing, or by the bearer, as the case may be. Date of In Whose Name Manner of Signature of Reg i s tration Re gi s tered R Fisca A gent Section 28. Temporary Bonds. Any Bonds issued under this resolution may be initially issued in temporary form exchangeable for definitive Bonds. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Agency, shall be without coupons and may contain such reference to any of the provisions of this resolution as may be appropri- ate. Every temporary Bond shall be executed and sealed by the Agency in substantially the same manner as provided in Section 7 hereof. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered for cancellation at the principal office of the Fiscal Agent in Los Angeles, California, and the Fiscal Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of the same interest rates and maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this resolution as definitive Bonds issued hereunder. _._. Section 29. Proceedings Constitute Contract. The provisions of this resolution, of the resolutions providing for the sale of the Bonds and awarding the Bonds and fixing the interest rate thereon, and of any other resolution supplementing of amending this resolution and adopted prior to the issuance of the Bonds hereunder, shall constitute a contract between the Agency and the bondholders and the provisions thereof shall be enforceable by any bondholder for the equal benefit and protection of all bondholders similarly situated by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of IRI 7/12/77 the State of California in any court of competent jurisdiction. Said contract is made under and is to be construed in accordance with the laws of the State of California. No remedy conferred hereby upon any bondholder is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by the Redevelopment Law or any other law of the State of California. No waiver of any default or breach of duty or contract by any bond- holder shall affect any subsequent default or breach of duty or contract or shall impair any rights or remedies on said subsequent default or breach. No delay or omission of any bondholder to exercise any right or power accruing upon any'default shall impair any such right or power or shall be construed as a waiver of any such default or acquiescence therein. Every substantive right and every remedy con- ferred upon the bondholders may be enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined adversely to the bondholders, then, and in every such case, the Agency and the bondholders shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this resolution and supplementary resolutions thereto shall be irrepealable, but shall be subject to modification or amendment to the extent and in the manner provided in this resolution, but to no greater extent and in no other manner. Section 30. Defeasance. If the Agency shall pay or cause to be paid, or shall have made provisions to pay, or there shall have been set aside in trust funds to pay, to the holders of the Bonds and coupons, the principal and interest, and premium, if any, to become due thereon, then the pledge of the Tax Revenues and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied. Bonds or coupons for the payment and discharge of which upon maturity, or upon redemption prior to maturity, provision has been made through the setting apart in a reserve fund or special trust account created pursuant to this resolution or otherwise to insure the payment thereof, of money sufficient for the purpose or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account of moneys sufficient therefor, including, but not limited to, investment income earned or to be earned on direct obligations of the United States of America or bonds or other obligations for which the full faith and credit of the United States of America are pledged for the pay- ment of principal and interest, shall, as provided herein, no longer be deemed to be outstanding and unpaid; provided, however, that if any such Bonds .are to be redeemed prior to the maturity thereof, the Agency shall have taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly given or provision made for the giving of such notice; and provided, further, that, if the maturity or redemption date of any such Bond shall not have arrived, provision shall have been made by the Agency by deposit, for the payment to the holder of any such Bonds and coupons, upon surrender thereof, whether or not prior to the maturity or redemption date thereof, of the full amount to which they would be entitled by way of principal, premium, if any, or interest to the date of such maturity or redemption, including in the computation of said full amount any income to be earned by way of investment of said deposit, as provided below, and provision shall have been made by the Agency, for the publication, in a financial newspaper or journal published in or near The City of New York, New York, of a notice to the holders of such Bonds and coupons that such moneys are available for such payment. Moneys held for payment or redemption in accordance with the provisions of this section shall be invested in direct obligations of the United States of America, or bonds or other obligations for which . the full faith and credit of the United States of America are pledged for the pavment of principal and interest, to mature or be withdrawable, as the case may be, not later than the time when needed for such payment or redemption. Net income earned on such investments may be paid to the Agency or may be 17 7/12/77 used for the payment or redemption of Bonds and to the extent permitted by law may be considered as adequate provision for payment. Section 31. Severability. If any covenant, agreement or provision, or any portion thereof, dontained in this resolution, or the application thereof to any person or circumstances; is held to be unconstitu- tional, invalid or unenforceable, the remainder of this resolution and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected, and this resolution and the Bonds issued pursuant hereto shall remain valid and the bondholders shall retain all valid rights and benefits accorded to them under this resolution and the Constitution and laws of the State of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable, said duties shall be performed by the Treasurer. - Section 32. Effective Date. This resolution shall take effect upon adoption. APPROVED AND ADOPTED this 12th day of July, 1977. Pfiai&err the Anaheim Attest: Redevelopment Agency Secretary of the Anaheim Redevelopment Agency (Seal) 18 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA77 -47 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 12th day of July, 1977, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Kaywood, Kott, Roth and Thom NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: Seymour AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency approved and signed said Resolution on the 12th day of July, 1977. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of July, 1977. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL) Proof of July 12, 1977 ANAHEIM -- 7582 Bowne of ,San Francisco, Inc., 981 -7882 ANAHEIM REDEVELOPMENT AGENCY (Orange County, California) OFFICIAL STATEMENT Relating to $30,000,000 Redevelopment Project Alpha Tax Allocation Bonds, Series A THE DATE OF THIS OFFICIAL STATEMENT IS JULY 12. 1977 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 CITY OF ANAHEIM, CALIFORNIA City Council /Redevelopment Agency W. J. Bill Thom, Mayor /Chairman Dr. William I. Kott, Mayor Pro -Tem /Vice Chairman John F. Seymour, Jr. Miriam Kaywood Don R. Roth William O. Talley, City Manager /Agency Treasurer Norman J. Priest, Executive Director of Community Development /Agency Executive Director Linda D. Roberts, City Clerk /Agency Secretary William P. Hopkins, City Attorney /Agency Counsel Ronald L. Thompson, City Planning Director Thornton E. Piersall, City Public Works Director Community Redevelopment Commission James L. Morris, Chairman Ben Bay Stewart B. Moss Mary M. Dinndorf Jane Oseid Glenn P. Fry Special Services Eugene B. Jacobs, Los Angeles SPECIAL COUNSEL John F. Gray, Los Angeles FISCAL CONSULTANT Bank of America N.T. & S.A., Los Angeles FISCAL AGENT Bank of America N.T. & S.A., Los Angeles and San Francisco Continental Illinois National Bank and Trust Company of Chicago, Chicago The Chase Manhattan Bank, N.A., New York PAYING AGENTS O'Melveny & Myers, Los Angeles BOND COUNSEL Blyth Eastman Dillon & Co. Incorporated, San Francisco FINANCING CONSULTANT Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 July 12, 1977 TO WHOM IT MAY CONCERN: The purpose of this Official Statement is to furnish information regarding $30,000,000 par value of tax allocation bonds to be issued by the Anaheim Redevelopment Agency to assist in financing Redevelopment Project Alpha. The material contained in this Official Statement was prepared by Blyth Eastman Dillon & Co. Incorporated as financing consultant to and under direction of the Agency (which firm will receive compensation from the Agency contingent upon sale and delivery of the bonds) for the information of all who might become holders of the bonds described herein. All of the following summaries of the Resolution of Issuance, the Community Redevel- opment Law, other applicable legislation, the Redevelopment Plan, and other documents are made subject to the provisions of such documents respectively, and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Agency for further information in connection therewith. The covenants of the Agency are fully set forth in Resolution No. ARA 77 -47 and this Official Statement does not constitute a contract with purchasers of bonds. Any statements herein involving matters of opinion or estimates, whether or not so designated, are to be construed as provisional rather than factual. The opinion of Messrs. O'Melveny & Myers, Los Angeles, California, approving the validity of the bonds will be made available to the purchasers at the time of original . delivery of the bonds. (See "Legal Opinion" in "The Series A Bonds" section of this Official Statement.) The execution and delivery of this Official Statement have been authorized by the Agency. W. J, BILL THOM, Chairman Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 TABLE OF CONTENTS Page Page INTRODUCTION ......................... 1 REDEVELOPMENT PROJECT ALPHA ......... 11 Background ......................... THE SERIES A BONDS .................... 3 11 Location and Surrounding Area .......... Authority for Issuance ........ 3 ...... 11 Present Conditions and Current Development Description of the Bonds ............... 3 11 Controls, Land Use and Building Restrictions Redemption Features .................. 3 11 School District Agreements .............. Registration ........................ 4 12 Tax Status .......................... 4 City of Anaheim Agreements ............ 13 Project Financing ..................... Legal Opinion ........................ 4 13 Legality of Bonds for Investment and to Se- cure Public Deposits in California ....... 4 Disposition of Bond Proceeds ............ 5 ESTIMATED TAX REVENUES AND BOND RETIRE - Pledge and Allocation of Taxes .......... 5 MENT ............................ 17 The Special Fund 5 Estimated Tax Revenues ............... 17 Property Tax Rate Limitations ........... Issuance of Additional Parity Bonds ...... 6 23 Investment of Funds ................... 6 Bond Retirement ..................... 23 Other Covenants ..................... 6 Remedies ........................... 7 Amendment to the Resolution ........... 7 THE CITY OF ANAHEIM .................. 25 Bonds Not a Debt of the City of Anaheim .. 7 General ............................. 25 Government and Administration ......... 25 THE ANAHEIM REDEVELOPMENT AGENCY ... 9 City Financial Data ................... 26 Authority and Personnel ............... 9 Economy ........................... 29 Powers ............................. 9 Utilities ............................. 31 Tax Allocation Financing ............... 10 Community Facilities 32 TABLES, SCHEDULES AND APPENDIX Table 1. Estimated Five -Year Project Capital Budget ....... ............................... 13 Table 2. Estimated Project Element Costs and Commencement Dates ......................... 14 Table 3. 1976/77 Incremental Assessed Value ............ ............................... 17 Table 4. Assessed Values and Tax Revenues .............. ............................... Table 5. Ten Largest Taxpayers 1976/77 18 ................ ............................... 18 Table 6. 1976/77 Tax Rate for Tax Code Area 01 -084 ..... ............................... 20 Table 7. Tax Code Area 1— Typical Code Area —City of Anaheim ........................... 21 Table 8. City of Anaheim —Tax Rates, Levies and Collections ............................... 26 –' Table 9. City of Anaheim — Summary of Revenues and Expenditures .......................... 27 Table 10. City of Anaheim — Statement of Direct and Estimated Overlapping Debt ............... 28 Table 11. Employment in Los Angeles County ............ ............................... 29 Table 12. Employment in Orange County . ................ ............................... Table 13. City of Anaheim — Principal Employers 29 ........... ............................... Table 14. City of Anaheim — Retail Sales Data 1971 -1975 .... ............................... 30 31 Table 15. City of Anaheim — Economic Indicators ........... ............................... 31 Schedule I. Projection of Assessed Valuations and Tax Revenues ............................. 22 Schedule II. Projected Retirement Schedule ............... ............................... 24 AppendixB . ........................................ ............................... 34 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Proof of duly 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 OFFICIAL STATEMENT ANAHEIM REDEVELOPMENT AGENCY REDEVELOPMENT PROJECT ALPHA INTRODUCTION In California, financing of redevelopment projects may be provided by the issuance of tax allocation bonds. Such bonds are payable from property taxes collected from within a project upon the increase in assessed valuation which has resulted from redevelopment, as explained in greater detail herein. Participation by the Federal Government in the cost of redevelopment project financing is also permitted but is not con- templated in the case of Redevelopment Project Alpha. The Anaheim Redevelopment Agency (the "Agency ") was activated by the City Council in 1961 and the City Council at the same time declared itself to be the Agency. The Community Redevelopment Com- mission was appointed by the City Council in 1971 to serve in an advisory capacity. Redevelopment Project Alpha (the "Project ") was established with the adoption of the Redevelopment Plan for the Project (the "Plan ") by the City Council on July 19, 1973 following requisite studies and hearings by the Planning Commission, the Agency and the City Council. The Plan was amended twice in 1976 to delete certain residential areas and to modify permitted land uses. The Project includes two non - contiguous areas aggregating 2,566 acres. The Dowtown Area of 200 acres is bounded by Cypress Street on the north, East Street on the east, Broadway on the south and Harbor Boulevard on the west. It includes the present City Hall and is situated approximately two miles north of the Disneyland- Anaheim Convention Center complex. The Northeast Area is an irregularly shaped area extending roughly from the Orange Freeway on the west to Imperial Highway on the east and from the Santa Ana River Northerly to Orangethorpe Avenue. The westerly boundary is some two miles east of the Downtown Area and the Northeast Area contains 2,366 acres. The Downtown Area is planned principally for new residential and commercial use to be accommodated by the realignment of Lincoln Avenue, the principal east -west thoroughfare, and for neighborhood preserva- tion. Expansion of the Civic Center Area is also planned with a new City Hall to be constructed. Substantial industrial d °velopment has already occurred in the Northeast Area and additional commercial and industrial activity is expected as more land is made available by grading and suitable storm drain installations. The $30,000,000 Redevelopment Project Alpha Tax Allocation Bonds, Series A (the `Bonds "), cur- rently being offered were authorized pursuant to Resolution No. ARA 77 -47 adopted July 12, 1977. Bonds are being issued to permit commencement of property acquisition for new residential and commercial develop- ment and for the realignment of Lincoln Avenue, relocation expenses, installation of street and utility improvements, funding of a Bond reserve equal to maximum annual debt service and for Bond issuing expenses. The Agency anticipates payment of a portion of the costs of the new City Hall and adjacent parking facilities and $7.5 million is available from Bond proceeds should the City elect to commence construction of this facility in the near future. Under a constitutionally authorized statutory process, all property taxes collected in the Project on any increase in the assessed valuation of land, improvements, personal property and public utility property in the Project over that shown on the assessment rolls for the base year (the 1972/73 assessment roll) may be pledged to repayment of indebtedness incurred in Project redevelopment. Resolution No. ARA 77 -47 pledges such taxes in a minimum amount equal to 125% of annual debt service on the Bonds which are allocated to and received by the Agency on or after July 1, 1977 so long as any of the Bonds remain out- standing or unprovided for. Proof of duty 12, 1977 ANAHEIM —• 7582 Bowne of San Francisco, Inc., 981 -7882 Primarily as the result of industrial development activity that has taken place in the Northeast Area, the base year assessed valuation of the Project has been substantially exceeded and the Agency has received tax allocations since 1974/75 in increasing amounts. For 1976/77, the Project's total assessed valuation of $131.9 million reflected an increase of $66.8 million over the 1972/73 base roll of $65.1 million and tax allocations of $6.0 million were received. Maximum annual debt service on the Bonds at a 6.25% rate will approximate $2.5 million and would be covered 2.4 times from actual 1976/77 tax allocations. Although further increases in assessed valuation and tax allocations are projected by the Agency's fiscal consultant, the sale of additional bonds is also expected. The City of Anaheim, founded in 1857, is located 25 miles southeast of downtown Los Angeles and approximately 10 miles northeast of Long Beach. It is bordered on the west by Buena Park, on the south by Stanton, Garden Grove and Orange, on the east by Orange and on the north by Fullerton and Placentia. Population at January 1, 1977 was estimated at 200,100, an increase of 20% since the 1970 census. The City's 1977/78 preliminary assessed valuation was $1,077,387,130 and general obligation indebtedness out- standing aggregated $5,985,000 at June 30, 1977. Anaheim Stadium is one of several attractions for visitors to the City. IN Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 THE SERIES A BONDS Authority for Issuance The $30,000,000 Redevelopment Project Alpha Tax Allocation Bonds, Series A (the "Bonds "), currently being offered were authorized pursuant to Resolution No. ARA 77 -47 of the Anaheim Redevelopment Agency adopted July 12, 1977 (the "Resolution "). The Bonds will be issued pursuant to the Constitu- tion and laws of the State of California, including the Community Redevelopment Law (codified as Sections 33000 et seq. of the Health and Safety Code) and acts amending or supplementing that law. Description of the Bonds The Bonds consist of an aggregate principal amount of $30,000,000 of the denomination of $5,000 each, are dated August 1, 1977, are numbered consecutively from A -1 to A -6000 and mature on August 1 as shown below. Interest is payable semiannually on February 1 and August 1 each year. Both interest and principal, in the case of coupon bonds, are payable at the main office of the Fiscal Agent of the Agency in Los Angeles, California, or at the office of the Paying Agent of the Agency in Los Angeles or San Fran- cisco, California, New York, New York or Chicago, Illinois, at holder's option. Serial Bonds mature annually August 1, 1981 through August 1, 1991, inclusive and term Bonds mature August 1, 2003, as set forth in the following table: Redemption Features The Bonds maturing on or before August 1, 1987, are not subject to call and redemption prior to maturity. The Bonds due on or after August 1, 1988 are subject to redemption, at the option of the Agency, from any source of funds, as a whole or in part in inverse order of maturity, and by lot within a maturity, z Principal Principal Year Amount Year Amount 1981 .................... $ 620,000 1987 .................... $ 890,000 1982 .................... 655,000 1988 .................... 945,000 1983 .................... 700,000 1989 .................... 1,005,000 1984 .................... 740,000 1990 .................... 1,065,000 1985 .................... 790,000 1991 .................... 1,135,000 1986 .................... 835,000 2003 .................... 20,620,000 Minimum payments to retire the term Bonds are required August 1 in each year in the following amounts: Principal Principal Year Amount Year Amount 1992 ..................... $1,205,000 1998 ..................... $1,735,000 1993 ..................... 1,280,000 1999 ..................... 1,840,000 1994 ..................... 1,360,000 2000 ..................... 1,955,000 1995 ..................... 1,445,000 2001 ..................... 2,080,000 1996 ..................... 1,535,000 2002 ..................... 2,210,000 1997 ..................... 1,630,000 2003 ..................... 2,345,000 Redemption Features The Bonds maturing on or before August 1, 1987, are not subject to call and redemption prior to maturity. The Bonds due on or after August 1, 1988 are subject to redemption, at the option of the Agency, from any source of funds, as a whole or in part in inverse order of maturity, and by lot within a maturity, z Proof of July 12, 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 on any interest payment date on and after August 1, 1987, at the following redemption prices (computed upon the principal amount of the Bonds called for redemption) together with accrued interest to the date of redemption: Redemption Redemption Date Price August 1, 1987 and February 1, 1988 .......................... 102 1 /2% August 1, 1988 and February 1, 1989 .......................... 102 % August 1, 1989 and February 1, 1990 .......................... 101 1 /2% August 1, 1990 and February 1, 1991 .......................... 101 % August 1, 1991 and February 1, 1992 .......................... 100 1 /2% August 1, 1992 and thereafter . ............................... 100 % Notice of redemption will be published by the Fiscal Agent once in a newspaper of general circula- tion in Los Angeles, California, and in a financial newspaper or journal of national circulation published in New York, New York, not less than 30 nor more than 90 days prior to the redemption date and will be mailed to registered holders of affected Bonds. Registration The Bonds will be issued as coupon bonds and may be registered either as to principal only or as to both principal and interest. The form of registration may be changed, or any Bond may be discharged from registration, at the office of the Fiscal Agent. A charge for such exchange, other than for tax or other gov- ernmental charge, will be made only in the event that new Bonds or new coupons are issued, except that the first such issuance of new Bonds or new coupons will be made free of charge. Tax Status In the opinion of Bond Counsel, interest on the Bonds is exempt from income taxes of the United States of America under present Federal income tax laws and is also exempt from personal income taxes of the State of California under present State income tax laws. Legal Opinion The legal opinion of Messrs. O'Melveny & Myers, Los Angeles, California, approving the validity of the Bonds, will be made available to purchasers at the time of original delivery of the Bonds, and a copy thereof will be printed on each Bond. Bond Counsel's review of this official statement has been limited to the statements of law and legal conclusions set forth herein under the caption "The Series A Bonds ". Bond Counsel's employment is lim- ited to a review of the legal proceedings required for the authorization of the Bonds and to rendering opinions as to the validity of the Bonds and the exemption of interest on the Bonds from income taxation. The opinion of Bond Counsel will not consider or extend to any documents, agreements, representations, offering circulars or other material of any kind concerning the Bonds, including portions of this official statement, not mentioned in this paragraph. Legality of Bonds for Investment and to Secure Public Deposits in California Section 33663 of the Community Redevelopment Law provides generally that the State and its munici- pal corporations, political subdivisions and public bodies, as well as banks, bankers, trust companies, savings banks, insurance companies and various other financial institutions and fiduciaries may legally invest funds within their control in bonds or other obligations issued by a redevelopment agency. Such bonds and other obligations are also made authorized security for ,public deposits. The Superintendent of Banks of the State of California has ruled that bonds of a redevelopment agency are, by said statute, eligible for investment by savings banks in California. Proof of duly 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Disposition of Bond Proceeds The Resolution provides that proceeds from the sale of the Bonds will be deposited as follows: (a) To the Fiscal Agent, for deposit in the Special Fund, an amount which together with the accrued interest and premium, if any, is equal to maximum annual debt service on the Bonds. (b) To the Agency, for deposit in the Redevelopment Fund, the balance of proceeds. Pledge and Allocation of Taxes Under provisions of the California Constitution, the Community Redevelopment Law and the Resolu- tion, taxes on all taxable property in the Project levied by any taxing agency when collected will be divided as follows: (1) An amount each year equal to that amount which would have been produced by the then current tax rates applied to the assessed valuation of such property within the Project last equalized prior to the effective date of the ordinance approving the Redevelopment Plan (the 1972/73 assess- ment role of the County) will be paid into the funds of the respective taxing agencies; (2) Taxes received over and above that amount will be deposited in the Special Fund of the Agency. The Bonds are payable from and are secured by a first pledge of all such taxes allocated to and received by the Agency from and after July 1, 1977 ( "Tax Revenues "). Tax Revenues in the Special Fund, arising as above, except for the Agency's authorized use of a portion thereof as described in "The Special Fund" below, are pledged in their entirety to the payment of the Bonds so long as any Bonds remain outstanding or unprovided for. The Agency has no power to levy and collect taxes, and any legis- lative property tax de- emphasis or provision of additional sources of income to taxing agencies having the effect of reducing the property tax rate, must necessarily reduce the amount of Tax Revenues that would otherwise be available to pay the principal of, and interest on, the Bonds. Likewise, broadened property tax exemptions could have a similar effect. In December 1976, the Supreme Court of California held that the California system of financing public elementary and secondary schools, based on ad valorem property taxation, is invalid under the California Constitution. The Court's decision permits the existing system of financing schools to continue to operate for a reasonable length of time (not longer than until September 3, 1980) so that a constitutional system can be placed in operation. To the extent that this decision, and any future legislative or judicial action required to implement or enforce this decision, may limit the ability of or reduce the need for school districts to continue to levy ad valorem property taxes for the support of education, _Tax Revenues will be reduced, adversely affecting the security of the Bonds. At present, the possible effect on the taxing power of or the amount of taxes that will be levied by any given school district cannot be foreseen. (Of the principal 1976/77 tax rate in the Project of $9.137 per $100 of assessed valuation, $4.996 was levied by school districts other than community college districts.) The Special Fund °— The Resolution provides for creation of a Special Fund, held by the Fiscal Agent, into which the Agency authorizes and directs payment of all Tax Revenues. An initial deposit equal to maximum annual debt service on the Bonds will be made from the proceeds of the sale. To the extent not required to pay interest on the Bonds, the principal of the Serial Bonds upon maturity and the minimum Term Bond payments as the same become due, there shall be maintained in the Special Fund from Tax Revenues a minimum balance equal to such maximum annual debt service so long as any of the Bonds are outstanding. If on December 31, 1977, or any December 31 thereafter, moneys in the Special Fund are equal to the minimum balance and Tax Revenues received or to be received in the Special Fund from the preceding assess- ment roll are at least equal to 125% of debt service due on the next following February 1 and August 1 (including minimum Term Bond payments), the Agency is authorized to withdraw Tax Revenues in excess N Proof of July 12, 1977 ANAHEIM -- 7582 Bowne of San Francisco, Inc., 081 -7882 of 125% of current annual debt service to be paid on the Bonds for use as authorized by the Community Redevelopment Law or for payment into the funds of the respective taxing entities provided that the minimum balance is retained in the Special Fund. If on July 1, 1978 or on any July 1 thereafter, moneys in the Special Fund are in excess of maximum annual debt service (including minimum Term Bond payments) plus principal and interest installments due the following August 1 and February 1, such excess funds may be used to purchase Bonds in the open market and commencing July 1, 1987, must be applied to the redemption of Bonds on the following February 1, provided they are sufficient to redeem at least $25,000 principal amount thereof. Issuance of Additional Parity Bonds Additional tax allocation bonds on a parity with the Bonds may be issued to pay costs of the Project provided: (a) The Agency shall be in compliance with all covenants set forth in the Resolution; (b) Tax Revenues received or to be received from the most recent assessed valuation of taxable property in the Project are at least equal to (1) maximum annual debt service on all Bonds to be out- standing following issuance of the additional Bonds, or (2) 135% of the highest annual amount of principal and interest, including minimum Term Bond payments, to become due in the next three fiscal years following issuance of such additional Bonds, whichever is greater; (c) Proceeds are deposited to raise the balance in the Special Fund to a sum at least equal to maximum annual debt service on all Bonds and parity Bonds to be outstanding following issuance of additional Bonds; (d) The additional Bonds mature on August 1 and interest thereon is payable February 1 and August 1 each year. Investment of Funds All moneys in the Redevelopment Fund and all moneys held by the Fiscal Agent pursuant to the Resolu- tion, including certificates of deposit, must be secured at all times by obligations eligible to secure deposits of public moneys and must be of a market value at least equal to the amount required by law. Moneys in the Redevelopment Fund and the Special Fund may, and upon written request of the Agency will, be invested in Federal Securities (direct obligations of the United States Government, or obligations of Agencies thereof as defined in the Resolution). Redevelopment Fund investments must mature not later thar. six months after the dates estimated by the Agency that such funds will be required. Special Fund investments must mature in such a manner as to assure that moneys will be available to meet debt service payments when due. All income earned on any such investments will become part of the Fund on which earned. Other Covenants Other covenants of the Agency under the Resolution are summarized below: (a) The Project will be completed with all practicable dispatch in a sound and economical manner and in accordance with the Redevelopment Plan and the Community Redevelopment Law. No amendment to the Plan will be made which would substantially impair the security of the Bonds or the rights of Bondholders. (b) The Agency will punctually pay, or cause to be paid, the principal and interest to become due on the Bonds, and will comply with the requirements of the Community Redevelopment Law for the annual filing of a statement of indebtedness with the Auditor - Controller of Orange County. (c) No other obligations payable from Tax Revenues will be issued having a lien upon the Tax Revenues superior to the Bonds and additional parity Bonds may only be issued as provided in the Resolution. 6 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 (d) The Agency will at all times keep, or cause to be kept, proper and current books and accounts (separate from other records and accounts) in which complete and accurate entries will be made of all transactions relating to the Project and the Tax Revenues, and will prepare within 120 days after the close of each fiscal year a complete financial statement covering the Project and Tax Revenues, certified by a certified public accountant selected by the Agency, copies of which will be furnished to any Bondholder upon request. (e) The Agency will punctually pay, or cause to be paid, any lawful governmental charges imposed and all valid claims for labor, materials and supplies which if unpaid might become a lien or charge which might impair the security of the Bonds. (f) The net proceeds realized by the Agency from any eminent domain proceedings against the Agency will be deposited in the Special Fund for the purpose of paying principal and interest on the Bonds. (g) The Agency will not dispose of more than 10% of the land area in the Project to public bodies or other entities whose property is tax exempt (other than property shown by the Redevelop- ment Plan in effect at the date of adoption of the Resolution as planned for such ownership) if as a result of such action the security of the Bonds or the rights of the Bondholders would be substantially impaired. (h) The Agency, in any future contract involving the leasing of property within the Project to a developer (exclusive of the City of Anaheim or its public instrumentalities), will require (1) that the lessee pay taxes upon the assessed value of the leasehold interest, and (2) that if for any reason the taxes levied on such property in any year are less than the taxes which would have been levied if the entire property had been assessed and taxed in the same manner as privately owned property, the lessee will pay such difference to the Agency for deposit to the Special Fund no later than the delinquent date of such taxes. (i) The Agency will not use Bond proceeds in such a manner as to cause the Bonds to be classified as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended. Remedies Any Bondholder has the right by mandamus or other appropriate remedy to compel the performance by the Agency and its members of the duties imposed by the Resolution and by the Community Redevelopment Law. Amendment to the Resolution The Resolution may be modified or amended with the consent of holders of 60% of all Bonds then --- outstanding (exclusive of Bonds owned by the Agency or the City of Anaheim). No modification or amend- ment will extend the maturity or interest payment date, reduce the interest rate, redemption premium or principal amount payable, advance the redemption date, or change the monetary medium of payment without the express consent of the holder of the Bond affected, nor reduce the percentage of consent required for amendment. Bonds Not a Debt of the City of Anaheim The Bonds are not a debt of the City of Anaheim, the State of California, or any of its political sub- divisions, and neither said City, State nor any of its political subdivisions is liable therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limit or restriction. I Proof of July 12, 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 Proof of July 12, 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 - °! THE ANAHEIM REDEVELOPMENT AGENCY Authority and Personnel The Anaheim Redevelopment Agency was activated on June 6, 1961 by action of the City Council pursuant to the Community Redevelopment Law now codified as Part 1, Division 24 of the State of California Health and Safety Code. The City Council at the same time declared itself to be the Agency. Current Chairman of the Agency is Mayor W. J. Bill Thom. Mayor Thom was elected to the City Council in 1970 and became Mayor (and Chairman of the Agency) in 1974 by popular vote. Mayor Thom is a former member of the Planning Commission and is the owner of Anaheim Office Furniture Company. Other members of the Agency are Dr. William I. Kott, Vice Chairman and Mayor Pro -Tern, an oral surgeon elected as Councilman in 1976; Miriam Kaywood, a former legal and executive secretary, civic activist and the City's first woman Council member who was elected in 1974; John F. Seymour, Jr., a local realtor, former member of the Planning Commission and former president of the Anaheim Board of Realtors, elected to the Council in 1974; and Don R. Roth, also a realtor and former president of the Anaheim Board of Realtors and former regional vice president of the California Association of Realtors, who was initially appointed to the Council to fill a term expiring in April 1972 and who was elected to the Council in 1976. The City Clerk, Linda D. Roberts, serves as the Agency's Secretary. Mr. Norman J. Priest, the Executive Director since October 1976, serves also as the City's Executive Director of Community Development. Mr. Priest was executive director of the Redevelopment Agency of the City of San Fernando from 1973 to 1976 and prior to that appointment was involved with redevelopment - related work in various executive capacities for private industry as well as public service. Between 1969 and and 1973, Mr. Priest was employed by Stressed Structures Incorporated and with TRW Inc. associated with housing and development. From 1960 tol969 he was with the Los. Angeles Community Redevelopment Agency responsible for programming and administering urban renewal projects in Los Angeles and was serving as the Director of Operations prior to accepting a management position in private industry in 1969. He also is currently serving as Vice President of the Southern California Executive Directors Association, as Senior Vice President for the Southern California Chapter of the National Association of Housing and Rede- velopment Officials (NAHRO), and Vice President, Renewal for the Pacific Southwest Region of NAHRO. The Agency staff is presently composed of 15 authorized positions including senior staff assistant, fiscal officer, senior accountant, real property manager, two redevelopment managers, a relocation specialist and associate planner. Agency personnel are members of the City staff for purposes of funding retirement benefits as more fully discussed under the heading "City Financial Data" in a subsequent section of this Official Statement. The Agency contracts with professional consulting firms to provide acquisition, negotiation, relo- cation, engineering and planning, legal, financing and fiscal services and with the City for engineering, legal and fiscal services. Powers All powers of the Agency are vested in its five members. The Agency exercises governmental functions in carrying out projects and has sufficiently broad authority to acquire, develop, administer and sell or lease property, including the right of eminent domain and the right to issue bonds and expend their proceeds. The Agency may clear buildings and other improvements, may develop as a building site any real property owned or acquired, and in connection with such development, may cause street, highways and sidewalks to be constructed or reconstructed and public utilities to be installed. The Agency may pay for all or part of the value of land and the cost of buildings, facilities, structures or other improvements to be publicly owned and operated, if such improvements are determined to be of benefit to the project area and no other reasonable means of financing is available to the community. The Agency Rockwell International, located within Project Alpha, is City's largest employer. 9 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 must sell or lease remaining property within a project for redevelopment by others in strict conformity with the redevelopment plan, and may specify a period within which such redevelopment must begin and be completed. Tax Allocation Financing The Community Redevelopment Law provides a suitable means for financing redevelopment projects based upon an allocation of taxes collected within a project. The assessed valuation of a project area prior to development, or base roll, is established and, except for the period during which the property may be temporarily in agency ownership, the taxing bodies thereafter receive the taxes produced by the levy of the current tax rate upon the assessed valuation represented by the base roll. Taxes collected thereafter upon any increase in assessed valuation over the base roll may be pledged by a redevelopment agency to the repay- ment of any indebtedness incurred in financing or refinancing the project. Redevelopment agencies them- selves have no authority to levy taxes and must look specifically to the allocation of taxes produced as above indicated. The issuance of tax allocation bonds is authorized under the law, and their repayment is permitted from any one or a combination of sources. The Redevelopment Project Alpha Tax Allocation Bonds, Series A, are secured by the pledge of annual Tax Revenues to be paid into the Agency's Special Fund commencing July 1, 1977. Summaries of opinions from the Attorney General of the State of California relating to tax allocation bonds are shown in Appendix A. New Pacific Telephone and Telegraph Company office is in the Downtown Area of the Project. 10 Proof of July 12, 1977 ANAHEIM 7582 Bowne of San Francisco, Inc., 981 -7882 REDEVELOPMENT PROTECT ALPHA Background The Community Redevelopment Commission in its 1973 report to the City Council respecting the proposed Redevelopment Plan for Project Alpha indicated that the area had been selected because of certain environmental deficiencies including mixed land uses, inadequate lot sizes, areas subject to flooding, inadequate property maintenance, insufficient public utilities, inadequate traffic and pedestrian circulation, deficient and dead -end streets, impaired economic productivity and declining property values. Within the Northeast Area, which was designated as general industrial in the land use element, there were scattered non - conforming uses such as single family dwellings and various commercial activities. The Downtown Area, comprised primarily of retail stores, general and government offices, included some industrial uses, a number of substandard brick and masonry structures and scattered residential dwellings. The Planning Commission on October 26, 1972 approved the Preliminary Plan for Redevelopment Project Alpha (the "Project "). Following Agency meetings and hearings on the Redevelopment Plan, a joint public meeting was held with the City Council on July 13, 1973, the Plan was adopted on July 19, 1973 and became effective thirty days later. Location and Surrounding Area The Downtown Area of the Project is rectangular in shape bounded by Harbor Boulevard on the west, Cypress Street on the north, East Street on the east and Broadway on the south. It extends 14 blocks on its east -west axis and two blocks in the north -south direction. Anaheim Boulevard (State Highway 72) parallels Harbor Boulevard through the area and provides access to the Riverside Freeway on the north and the Santa Ana Freeway to the south, a distance of 3.4 miles separating the two freeways at this point. Disneyland and the Anaheim Convention Center are less than two miles south of the area on Harbor Boulevard and Anaheim Stadium is about the same distance southeast of the Project boundary. The Downtown Area is characterized by commercial uses along the major arterials and residential neighborhoods on the interior blocks, conditions which exist in surrounding areas. The Northeast Area is ideally situated for highway access bordered on the south by the Santa Ana River and the Riverside Freeway, on the west by the Orange Freeway, on the north by Orangethorpe Avenue and on the east by Imperial Highway (State Route 90) . Irregular in shape extending 4.9 miles on an east -west axis and 1.6 miles on a north -south alignment, La Palma Avenue and Miraloma Avenue afford interior entry from the west and Kraemer Boulevard, Miller Street, Tustin Avenue, Lakeview Avenue and Kellogg Street provide access from the north or south. The area east of Imperial Highway and south of the Santa Ana River is being developed principally for residential and regional park use and was removed from the Project in 1976. Present Conditions and Current Development Since adoption of the Plan, considerable industrial construction has been completed in the Northeast Area including plants for Century Data, Econolite, Executive Industries, Inc., Hancock Labs, Pepsico and Warner- Lambert. Pacific Telephone and Telegraph Company has also occupied a new .. -story office build- ing containing ...... square feet in the Downtown Area. Total market value of such new construction is estimated to be in excess of $116 million and accounts for about 21% of the value of all building permits issued by the City over the past five years. Controls, Land Use and Building Restrictions All real property in the Project area is subject to the controls and restrictions of the Plan. The Plan requires that new construction shall comply with all applicable State statutes and local laws in effect includ- ing the City's zoning ordinance and the building, electrical, heating and ventilating, housing and plumbing codes of the City. 11 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Permitted land use within the Project differs between the Downtown and Northeast Areas with resi- dential, compatible commercial and open space specified for Downtown. Industrial, commercial and open space is shown for the Northeast although a small area in the northwestern extremity is designated for residential use. Public, quasi- public, institutional and non -profit uses are permitted within any area. Of the Project's 2,566 acres, approximately 650 acres are presently owned by public agencies for streets, parks, building sites or utility purposes and the remaining 1,916 acres are in private ownership. The Agency may permit an existing but nonconforming use to remain so long as the existing building is in good condition and is generally compatible with other surrounding developments and uses. The owner of such property must be willing to enter into a participation agreement and abide by any reasonable restriction deemed necessary to protect the development and use of the Project area. The owner- participant must receive prior authorization and approval from the Agency to make additions, repairs, alterations or other improvements to his nonconforming use structure. Within the limits, restrictions and controls established in the Plan, the Agency is authorized to estab- lish heights of buildings, land coverage, setback requirements, design criteria, traffic circulation, traffic access and other development and design controls necessary for proper development of both private and public segments within the Project area. The average density for designated residential use shall not exceed 36 units per acre (the total number of residential units is estimated to be 1,300 with a balanced mix of housing types and a range of purchase prices and rental rates) and the policy of providing 1.5 acres of park land per 1,000 population is to be continued. Under certain circumstances, the Agency is authorized to permit a variation from the limits, restric- tions and controls established by the Plan. However, no variation shall be granted which changes a basic land use or which permits other than a minor departure from the Plan provisions. In permitting a variation, the Agency shall impose such conditions as are necessary to protect the public health, safety or welfare, and to assure compliance with the purposes of the Plan. Any variation permitted by the Agency shall not supersede any other approval required under City codes and ordinances. No new improvement shall be constructed and no existing improvement shall be substantially modified, altered, repaired or rehabilitated except in accordance with architectural, landscape and site plans sub- mitted to and approved in writing by the Agency. No building permit will be issued by the City for con- struction in the Project until the Executive Director, after conferring with the Planning Commission, shall file within 25 days a report finding whether the proposed improvements are compatible with the Plan, what modifications, if any, are necessary to comply with the Plan and whether the applicant has entered into an agreement with the Agency for the development and submitted plans therefor. The Project is subject to the provisions of the California Environmental Quality Act, Public Resources Code Section 21000 et seq. ( " CEQA "). Pursuant to CEQA the Agency initially prepared an Environmental Impact Report ( "EIR ") for the Project which was approved by the City Council July 19, 1973. An amended EIR was approved by the City Council November 23, 1976. A statement of the determination by the City Council that the Project would not have a significant effect on the environment was filed with the Clerk of the County of Orange pursuant to Section 21152 of CEQA on August 3, 1973, and a similar _. statement following the amended EIR was filed on December 1, 1976. Sections 21167(b), (c) and (e) provide that no action may be brought after 30 days following such filing alleging either that a public agency has improperly determined whether a project may have a significant effect on the environment, that an environmental impact report does not comply with CEQA or that any other acts or omissions of a public agency do not comply with CEQA. Such time has expired. School District Agreements Section 33401 of the Health and Safety Code permits a redevelopment agency to pay to any school district sums of money which in the agency's determination are appropriate to alleviate any financial burden or detriment caused the school district by a redevelopment project. Section 33445 of the Code also permits an agency to pay all or part of the cost of land and for the construction of any building 12 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 owned publicly or to be publicly owned within or without a project area upon a finding that the facility is of benefit to the redevelopment project and that no other reasonable means of financing such a facility are available to the community. Pursuant to the above provisions, the Agency has entered into agreements with two school districts to pay sums of moneys in recognition of the impact of Project development upon school enrollment and financial resources. Under date of October 28, 1975, the Agency agreed to pay to the Orange Unified School District the sum of $570,000 to be used for construction of an elementary school. Payments were made by the Agency from Tax Revenues as construction progressed, the amount owed has been paid in full and the school opened September 12, 1976. The Agency entered into an agreement with the Placentia Unified School District on January 27, 1977, pursuant to which the Agency will pay the District commencing in 1977/78 the District's override tax rate applied to Project incremental assessed valuation within the District. Further, the Agency paid on April 18, 1977 the sum of $1,018,500 for new District facilities and will pay an annual sum of $473,448 in the years 1977/78 to 1991/92, the latter amount to be adjusted by the percentage change in Project incre- mental assessed valuation within the District between 1976/77 and the year of payment. The annual payment for new District facilities shall be limited to Tax Revenues produced by the District tax rate exclusive of the override rate. The agreement also provides that any obligation of the Agency shall be subordinate to any pledge of Tax Revenues made to bondholders. City of Anaheim Agreements The City and Agency entered into an agreement dated December 9, 1975 pursuant to which the City agreed to cause the design, construction and installation of specific storm drains in the Northeast Area to be paid for by the Agency at an actual as -built cost but not to exceed $4,757,500. The City has to date incurred expenses of $288,141 of which $265,896 has been reimbursed by the Agency and the Agency has on deposit with the City the sum of $1,061,859 for storm drain work. A total of 3,400 linear feet of storm drains have been installed and 34,600 linear feet remain to be accomplished per the agreement. The obligation of the Agency to pay the City under the agreement is specifically subordinated to the pledge of Tax Revenues made to bondholders and the City agrees to pay over to the Agency all storm drain improvement fees collected as a condition precedent to the issuance of building or other permits for properties to be served by the drainage improvements financed by the Agency. The Agency and the City have entered into two similar agreements dated December 28, 1976 pursuant to which the City has agreed to cause the design, construction and installation of storm drains and off -site public improvements for certain of the Project elements set forth in Table 2 subject to repayment by the Agency. Project Financing The estimated net capital budget for Project costs to be incurred to 1980/81 by the Agency (exclu- sive of the on -going school district contributions mentioned earlier) totals $71,865,700 of which $8,231,000 has been provided to date. As shown in Table 1 below, the estimated five -year budget of cost elements by category, real estate acquisition and site improvements are the major elements of cost. TABLE 1 ESTIMATED FIVE -YEAR PROJECT CAPITAL BUDGET Acquisition ...................... $35,553,200 Relocation ...................... 11,827,000 Site clearance, demolition .......... 2,031,300 Site improvements ................ 30,956,500 Disposition costs ................. 150,000 $80,518,000 Less: Land sales and rentals ..................... 8,652,300 Total, net ........................... $71,865,700 13 Proof of July 12, 1977 Resources of the Agency availabl e and parity bonds, the use of Tax investment income on idle funds. ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 to meet these expenditures include proceeds from the sale of Bonds Revenues in excess of 125% of Bond debt service, City advances and The Agency has considerable flexibility in the expenditure of funds and the individual elements to be accomplished can be done in an order of priority to enhance production of Tax Revenues while minimizing removal of property from the tax rolls. The Agency does not intend to acquire land solely for the purpose of inventory and in general will not embark upon acquisition activities except for public use without a specific development under consideration. The rate of expenditure or need for funds will be a function of both demand and availability of resources with lower priority elements susceptible to the greatest delay. Shown in Table 2 below are the individual elements currently in the planning process, their estimated gross cost and year of commencement. Each element can be expected to involve acquisition, relocation, site clearance and demolition expenses in greater or lesser degrees. TABLE 2 ESTIMATED PROJECT ELEMENT COSTS AND COMMENCEMENT DATES Element Commencement Cost 1976 $ 1,588,500 School District Facilities ................ 1976 12,013,000 Civic Center ....................... ............................... 1976 332,000 Senior Citizens Housing ... ............................... ,,,,,,,..,. 1977 7,367,300 Village Center Neighborhood Shopping Area ............................ 1977 405,400 Harbor and Lincoln Site (Security Pacific National Bank) - -- �Senior 1977 434,900 Citizens Parking .............. ............................... 1977 471,500 Parking, Claudina Street .......... 1977 680,800 Temporary Mall ................................................. 1977 2,430,900 Anaheim Boulevard Widening ......... 1977 1,057,000 Clementine Realignment ............. ............................... 1977 17,903,400 Lincoln Realignment ............................. .................. 1977 2,237,800 Harbor Boulevard Widening ......................................... 1977 1,430,000 Miscellaneous Property Acquisition .... ............................... 1977 6,268,000 Canyon Projects ......... 1978 4,947,500 Block 17 and 18 .................... ............................... 1978 3,960,000 Offsite Improvements 1978 4,763,000 U tility Improvements ................ ............................... 1979 3,574,700 Office Block "A„ $71,865,700 Total ................... ............................... To continue Agency activity commenced with advances of funds by the City, the Agency is currently offering $30,000,000 Project Alpha Tax Allocation Bonds, Series A. Proceeds will be used to fund a deposit to the Special Fund equal to maximum annual debt service, to pay issuing expenses and for deposit to the Redevelopment Fund of approximately $26,704,700 as shown below: Bond sale par value ............................... $30,000,000 Less: Special Fund deposit ...................... $2,495,300 Issuing costs ............................. 200,000 Provision for Bond discount ................. 600,000 3,295,300 $26,704,70 To Redevelopment Fund ........................... proof of July 12, 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 1 5 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 New commercial developments just outside Downtown Area of Project. The Agency expects to incur the following expenditures during 1977/78 for Project purposes: Acquisition ..... ............................... $16,855,400 Relocation ..... ............................... 6,432,500 Site clearance, demolition ........................ 482,100 Site improvements .............................. 10,400,000 Disposition costs . ............................... 50,000 Subtotal ............................ $34,220,000 Less: Land sales and rentals .................... 1,942,800 Estimated 1977/78 requirements .................. $32,277,200 To meet the $5,572,500 difference between expected expenditures and the Redevelopment Fund deposit from Bond proceeds, the Agency has $4.0 million on hand, projects the availability of $2.8 million from 1977/78 Tax Revenues and will have the investment income from the Redevelopment Fund deposit estimated to be in excess of $1.0 million. Should the City elect not to proceed with the new City Hall at this time, the Agency would utilize the $7,500,000 funded above under Site Improvements for other Project purposes. Shown in Appendix B are unaudited financial statements of the Agency for the 11 -month period ending May 31, 1977 including a balance sheet, statement of changes in fund balance, statement of revenues and statement of expenditures. The Agency will cause audited financial statements to be prepared commencing with the year ended June 30, 1978. 16 Proof of July 12 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 ESTIMATED TAX REVENUES AND BOND RETIREMENT Estimated Tax Revenues Taxes derived each year from the levy and collection of taxes on any increase in the assessed valua- tion of land, improvements, personal property and public utility property in the Project over and above the 1972/73 base roll for such property and received by the Agency on or after July 1, 1977 (Tax Revenues) are to be deposited in the Special Fund and applied to the payment of interest and principal on the Bonds. In addition, an amount equal to 25% of the annual installment of principal and interest shall be retained in the Special Fund to be used to maintain a minimum balance in the Special Fund and to purchase outstanding Bonds in the manner set forth in the Resolution. (The Resolution provides that such purchases may only be made when the balance in the Special Fund exceeds maximum annual debt service plus the amount of principal, including minimum Term Bond payments, and interest due on the next two interest payment dates.) Tax Revenues in any year which are in excess of 125% of the annual installment of principal and interest may be used as authorized by the Community Redevelopment Law. Under specified conditions the Agency may issue additional bonds, having a parity lien on Tax Revenues, for purposes of the Project. Shown in Table 3 is the 1972/73 (base roll) assessed value of the Project area as compared to the 1976/77 assessed value. As a result principally of the new industrial construction already completed in the area, the Project enjoyed an incremental assessed value of $66,779,000 for the 1976/77 fiscal year and the Agency received Tax Revenues of $6,061,500. Public utility property valuations, included in the secured data below, increased from $12.3 million in 1972/73 to $18.6 million in 1976/77. TABLE 3 REDEVELOPMENT PROJECT ALPHA 1976/77 INCREMENTAL ASSESSED VALUE 1972/73 Base Year 1976/77 Increase Secured Valuation Land .......... ............................... $12,643,990 $ 18,906,060 $ 6,262,070 Improvements ... ............................... 32,413,037 60,010,850 27,597,813 Personal property ............................... 10,929,049 14,889,600 3,960,551 Business inventory .............................. 1,702,520 6,470,930 4,768,410 Subtotal .... ............................... $57,688,596 $100,277,440 $42 Less: Exemptions .............................. 228,640 190,980 (37,660) Net secured .............................. $57,459,956 $100,086,460 $42,626,504 Unsecured Valuation �-' Land .......... ............................... $ 1,230 $ 73,920 $ 72,690 Improvements ... ............................... 1,707,570 3,245,110 1,537,540 Personal property ............................... 2,838,018 11,471,110 8,633,092 Business inventory .............................. 3,133,850 17,051,530 13,917,680 Subtotal .... ............................... $ 7,680,668 $ 31,841,670 $24,161,002 Less: Exemptions .............................. 1,640 9,490 7,850 Net unsecured ........................... $ 7, 679,028 $ 3 1,832,180 $24,153,152 Total net valuation . ............................... $65,138,984 $ 131,918,640 $66,779,656 Source: Orange County Auditor - Controller. 17 Proof of July 12 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 A. record of assessed valuation increases and Tax Revenues is shown in Table 4 since Project adoption: TABLE 4 REDEVELOPMENT PROJECT ALPHA ASSESSED VALUES AND TAX REVENUES A constitutional amendment approved by California voters in 1968 established a minimum $750 "home owners exemption" applicable to the assessment of owner occupied dwellings. Legislation enacted in 1972 increased the amount of this exemption to $1,750. The income of taxing agencies which would otherwise be lost by such exemption as well as the so- called "business inventory exemption" is paid by the State of California and, based upon an opinion of the Attorney General (See Appendix A), the Agency �-� expects to receive its proportionate share of such subventions. The California Revenue and Taxation Code requires county assessors to assess all property subject to general property taxation at 25% of its full value. The City has transferred the duty of assessing prop- erty for the purpose of taxation to the County Assessor of the County of Orange. Property values in Orange County are determined by a combination of standard methods. Any property tax levied by the City on real property becomes a lien on that property. A tax levied on personal property does not become a lien against the personal property, but may become a lien on certain real property owned by the owner of the personal property and located within Orange County. Every tax which becomes a lien on real property has priority over all other liens, arising pursuant to State law, on the real property, regardless of the time of the creation of other liens. 1R Public Tax Unsecured Secured Utilities Total Increase Revenues 1972/73 .......... $ 7,679,028 $45,116,070 $12,343,886 $ 65,138,984 $ — $ — 1974/75 .......... 13,393,080 63,270,980 14,377,510 91,041,570 25,902,586 2,193,061 1975/76 .......... 30,758,130 76,490,450 15,775,850 123,024,430 57,885,446 5,306,624 1976/77 .......... 31,832,180 81,446,450 18,640,010 131,918,640 66,779,656 6,061,500 The 10 largest taxpayers in the Project for 1976/77 and their respective secured assessed valuations were reported by the Agency's Fiscal Consultant in Table 5 to be as follows: TABLE 5 REDEVELOPMENT PROJECT ALPHA TEN LARGEST TAXPAYERS 1976/77 1976 Secured Assessed Firm Valuation Rockwell International Corp . ..................... $27,911,355 Pacific Telephone and Telegraph Co ................ 16,421,750 Task Corp ...... ............................... 1,866,910 Executive Industries Inc .......................... 1,322,195 Morona Properties .............................. 1,080,205 Dew Construction Co ............................ 935,910 Lasco Industries ............................... 670,345 General Electric Co . ............................ 656,195 Sterling Business Complex ....................... 616,610 Santa Fe Land Co ............................... 594,930 A constitutional amendment approved by California voters in 1968 established a minimum $750 "home owners exemption" applicable to the assessment of owner occupied dwellings. Legislation enacted in 1972 increased the amount of this exemption to $1,750. The income of taxing agencies which would otherwise be lost by such exemption as well as the so- called "business inventory exemption" is paid by the State of California and, based upon an opinion of the Attorney General (See Appendix A), the Agency �-� expects to receive its proportionate share of such subventions. The California Revenue and Taxation Code requires county assessors to assess all property subject to general property taxation at 25% of its full value. The City has transferred the duty of assessing prop- erty for the purpose of taxation to the County Assessor of the County of Orange. Property values in Orange County are determined by a combination of standard methods. Any property tax levied by the City on real property becomes a lien on that property. A tax levied on personal property does not become a lien against the personal property, but may become a lien on certain real property owned by the owner of the personal property and located within Orange County. Every tax which becomes a lien on real property has priority over all other liens, arising pursuant to State law, on the real property, regardless of the time of the creation of other liens. 1R Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 In California, property which is subject to ad valorem taxes is classified either as "secured" or "unse- cured". Secured and unsecured property are entered on separate parts of the assessment roll maintained by the county assessor. The "secured roll" is that part of the assessment roll containing State assessed property and property the taxes on which are a lien on real property sufficient, in the opinion of the assessor, to secure payment of the taxes. Other property is placed on the "unsecured roll". The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder's office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent. Disneyland Hotel expansion is underway to meet tourist and convention demand in Anaheim. fC Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 A 6% penalty is added to delinquent taxes which have been levied in respect of property on the secured roll. In addition, property on the secured roll with respect to which taxes are delinquent are sold to the State on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1 % per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County Tax Collector. A 6% penalty also attaches to delinquent taxes in respect of property on the unsecured roll and, further, an additional penalty of 1 % per month begins to accrue in respect of such taxes beginning the first day of the third month following the delin- quency date. The valuation of property is determined as of March 1 each year and installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due March 1 and become delinquent August 31, and such taxes are levied at the prior year's secured tax rate. It has been the Agency's experience that Tax Revenues are received approximately 50% by January 31 and the balance by June 30 each fiscal year. Each annual levy of taxes is made at the then current tax rate. The Project area includes a single tax code area for Downtown and three tax code areas in the Northeast with 1976/77 rates ranging from $9.137 to $9.48 per $100 of assessed value. The 1976/77 tax rate applicable in the tax code area in the Project with the largest assessed valuation is $9.137 per $100 of assessed valuation as is shown below in Table 6. TABLE 6 REDEVELOPMENT PROJECT ALPHA 1976/77 TAX RATE FOR TAX CODE AREA 01 -084 Taxing Agency Tax Rate School Mentally Retarded Tax Secondary ....................... $ . 0059 County School Bldg. Aid -Ed. Code 19683.5 ...................... .0013 Development Center Tax ...... ............................... .0243 Physically Handicapped Tax ... ............................... .0169 Dept. of Education Capital Outlay Funds ....................... .0036 Placentia Unified School District General Fund .................. 4.2390 Placentia Unified School District Basic Bond I/R Fund ............ .7343 North Orange County Junior College —Old Bond I/R Fund ........ .0358 Community College North Orange County General Fund ........... .6307 School Institution Tuition Tax . ............................... . 0680 Subtotal.......... ............................... $5.7598 County Funds ............... ............................... 1.4300 AnaheimCity ............... ............................... .9500 Orange County Transit District . ............................... . 0426 Orange County Flood Control District ......................... .1872 Orange County Park and Harbor District ....................... .1979 --- Vector Control District ....... ............................... .0092 Metropolitan Water District - Municipal /Orange County Original Area .1300 Subtotal.......... ............................... $8.7067 Orange County Sanitation District No. 2 ........................ .34670 Orange County Water District . ............................... . 08000 Subtotal.......... ............................... $ . 4267 Orange County Water District Water Reserve .................... .00360 Total Combined ... ............................... $9.1370 0 Against land /improvements only. ® Land /improvements excluding mineral rights. ?n Proof of July 12, 1977 ANAHEIM 7582 Bowne of San Francisco, Inc., 981 -7882 Typical tax rates for property within the City of Anaheim are shown on an historical basis in Table 7 following. TABLE 7 TAX CODE AREA 1- TYPICAL CODE AREA CITY OF ANAHEIM Fiscal Year Ended June 30 City of Anaheim General Govern- Debt ment Service Total County of Orange Combined School Districts Orange County Sanitation District Orange County Flood Control Metro- politan Water District Other Total Tax Rate Per $100 Assessed Valuation 1968 .......... $.5500 $5.000 $1.0500 $1.7100 $5.0722 $.4421 $.2753 $.1400 $.2812 $ 8.9708 1969 .......... .6000 .4500 1.0500 1.6800 5.2577 .4263 .2663 .1600 .2700 9.1103 1970 .......... .6300 .4200 1.0500 1.6700 6.3168 .4261 .3591 .1700 .2388 10.2308 1971 .......... .7000 .3500 1.0500 1.7160 6.5633 .4256 .2505 .1700 .1365 10.3119 1972 .......... .7500 .3000 1.0500 2.0688 6.5185 .4255 .2481 .1700 .2072 10.6881 1973 .......... .8000 .2500 1.0500 2.1950 6.6102 .4254 .2395 .1500 .0925 10.7626 1974 .......... .8000 .2500 1.0500 1.7341 6.3384 .4206 .2332 .1400 .2742 10.1905 1975 .......... .8000 .2500 1.0500 1.1050 6.1420 .4525 .2222 .1300 .2517 9.8534 1976 .......... .8500 .2000 1.0500 1.6300 6.1294 .3793 .2169 .1300 .2440 9.7796 1977 .......... .7900 .1600 .9500 1.4300 5.7992 .3467 .1872 .1200 .3381 9.1712 Source: County of Orange Tax Code Report, County Auditor - Controller's Office. In projecting Tax Revenues as shown in Schedule I, the Agency's Fiscal Consultant has used an estimated tax rate of $9.137 per $100 of assessed valuation in the Northeast Area and $9.1712 for the Downtown Area, the same as 1976/77 rates. Increased assessed valuations are attributable to developments expected to occur in the following areas: Construction is scheduled to commence in the Fall of 1977 for 100 units of housing for the elderly and the project will be managed under HUD Section 8 funding. The Civic Center super block is the proposed site for a new multi -story City Hall, replacing the obsolete facility. In support of that City Hall will be a parking garage which will service not only City Hail but surrounding commercial uses. The Agency is presently negotiating with two private developers for commercial office and public structures adjacent to the planned City Hall site. The Agency is currently evaluating seven proposals for the Village Center Neighborhood Shopping Area, a ten -plus acre area bounded by relocated Lincoln, Anaheim, Oak and Clementine Streets. Agency selection of the successful developer is anticipated during July 1977 and the negotiation of a Disposition and Development Agreement will be completed shortly thereafter. This development, upon completion, will contain a major food market, a major drug store and approximately 50,000 square feet of supporting specialty shops, together with parking to support such retail uses. Also included may be a savings and loan branch. Office Block "A" contains a branch of United California Bank and a variety of dilapidated uses. The Agency is currently entering a Disposition and Development Agreement with Security Pacific National Bank for an additional branch. The remainder of the block will be developed for commercial office and support- ing commercial retail use, together with parking for those uses. The block can accommodate up to 500,000 square feet of commercial space. The portion of Lincoln Avenue between Anaheim and Olive Street is being considered for a rehabil- itated "Old Town" area in which the City of Anaheim can retain a portion of its heritage, and at the same time provide updated and modernized retail and office facilities. 1) i Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 081 -7882 The Plan provides for up to 600 new units of multiple housing, both for the elderly and for families. It is anticipated that units will be provided at market rate, and under subsidized programs. Several portions of the Project are designated for residential reuse, which will involve neighborhood preservation to the greatest extent possible, with new utility facilities, rehabilitated residential structures, selected clearance and replacement with new residential structures, and a general program of stabilization. Additional areas for commercial development in the Project may be along Harbor Boulevard, along Lincoln Avenue in its new location, along Anaheim, and in the block bounded by Oak, Anaheim, Broad- way and Clementine. The latter area is an area designated for possible use by merchants presently located in the Project who will return to the Project to participate in the new development. For the Northeast Area, assessed valuations are projected from an annual absorption rate of 60 acres for industrial property, a land coverage ratio of 1:3 building to land, construction costs of $11 per square foot for office, inventory value of $11 per square foot and fixture values of $8 per square foot of gross land area. SCHEDULEI PROJECTION OF ASSESSED VALUATIONS AND TAX REVENUES Full Value Increase 1976/77 ................... $ 66,779,656 1977/78 ................... $33,208,000 1978/79 ................... 38,743,600 1979/80 ................... 45,125,600 1980/81 ................... 52,477,200 Assessed Value Annual Excess Over Tax Increase Base Roll Revenues Anaheim Memorial Hospital is one of eight hospitals in the City. 1) 1) $ 66,779,656 $6,061,500 $ 8,301,900 75,081,600 6,864,600 9,685,900 84,767,500 7,749,700 11,281,400 96,048,900 8,781,100 13,119,300 109,168,200 9,980,800 Anaheim Memorial Hospital is one of eight hospitals in the City. 1) 1) Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Property Tax Rate Limitations The California Legislature has enacted legislation intended to limit future increases in ad valorem property tax rates. This legislation generally limits all future general purpose tax rates to that imposed during either the 1971/72 or 1972/73 fiscal year, or the rates set by the enabling statute of the particular taxing entity. Tax rate limits may be raised by any amount which is approved by a majority vote of the electorate. Tax rates may also be increased under an inflation or "cost -of- living" formula incorporated in the legislation. This legislation does not restrict tax rates levied for certain limited purposes, e.g., general obligation bonds or for voter approved pension plans. Certain exemptions from property taxes have been granted to specific classes of property located in California. Revenues lost by local taxing agencies from two of these exemptions (the homeowners' property tax exemption and the business inventories exemption) are reimbursed by the State and are allocated to eligible redevelopment agencies in the same manner as locally collected taxes. Revenues lost as a result of other types of exemptions are not reimbursed. There is no assurance that additional tax rate limitations or exemptions will not be approved, nor is there any assurance that revenues lost will continue to be reimbursed to local taxing agencies or allocated to redevelopment agencies. To the extent that such limitations or exemp- tions are approved, and reimbursement and allocation of lost revenues are not made, the security of the Bonds could be adversely affected. The Supreme Court of California in December 1976 held that the California system of financing public elementary and secondary schools, based on ad valorem taxation, is invalid under the California Constitution. The Court's decision permits the existing system of financing schools to continue to operate for a reasonable length of time (not beyond September 1980) so that a constitutional system can be placed into operation. To the extent that this decision and any future legislative or judicial action required to implement or enforce this decision may limit the ability or reduce the need for school districts to continue to levy ad valorem property taxes for the support of education, Tax Revenues will be reduced, adversely affecting the security of the Bonds. Bond Retirement Schedule II shows the projected Bond retirement schedule assuming that Tax Revenues accrue as indicated in Schedule I, that no additional Bonds are sold for further development and that Tax Revenues to the extent of 125% of annual debt service are applied in their entirety to debt service and acceleration of debt retirement at the earliest practicable date. Under these circumstances, all Bonds would mature or be retired by 1997, six years prior to their final maturity date. Furthermore, these projections indicate that the 1976/77 Tax Revenues of $6,061,500 would meet required annual installments of principal and interest by more than 2.4 times in every year. Retirement of Bonds as reflected in Schedule II is based entirely upon only a portion of Tax Revenues projected in Schedule I (Tax Revenues equal to 125% of debt service). No increase in Tax Revenues arising from construction other than that presently under development is forecast and no income from the invest- ment of the required minimum balance in the Special Fund is included. The minimum balance in the Special Fund must be maintained at a level equal to maximum annual debt service on all Bonds then outstanding (initially $2,495,300 at a 6.25% interest rate on the Bonds) and would be invested. Should additional bonds on a parity with the Bonds be sold, they would have to meet the tests for issuance prescribed by the Resolu- tion and thereafter Tax Revenues equal to 125% of debt service on all such Bonds outstanding would have to be retained in the Special Fund and applied to debt retirement and acceleration. Any such sale or sales of additional bonds might shorten or extend the retirement of Bonds as indicated above depending upon the timing of such sale, terms of the bonds and other factors. 11 Proof of July 12, 1977 a) a aa) CO } m Q W E E � a U O CO m > Ca a W Qa N N C CO U O CO > LL 2 Q O m 2 _O H U C U C Cd of G O to m W J S Q V N K m F' F p X C o J W = H j _N D J N cc LU W Q W t � W W D ? m H = lC U IL 0 m W f ~ to O W m M IL a O �tm W a.c > U Q C U] a`2 CL O O O C rn O N ti CO Em C U W l:l tm C rn c C O O 0) N C N my � } C � W 24 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Q O Q O Q o Q Q Q Q Q o Q Q o Q N — \O to \0 00 \O M O O 00 rr N O N C� to 00 M In M O O V d� O O O C\ C\ 0\' 00 00 N b4 N N N N --� --� --+ -� -� o 0 o S I I I I I I 0 O t- 00 to N d O O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O O M O r to �'t to to m O m O N O to O kn a\ O \O to \O \G 00 to to to to to to to 't to N 6R 6R O O O O O O O O O O O .--i 00 x \p M v� 00 •--i N rF 00 O to to r- in t h knn to m to 6R N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O to M .-+ O oo to O to '-+ O M 00 \o M O O 00 �t N to 00 N to 00 " to O\ "t m t- to m M to to i n C\ It 0 to " r- M O \O N O \O \0 to to It It M M M N 6F3 M M to V'1 \D r- r- 0o ni N N N N N N N N N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 00 00 00 00 to ti \p M \O 00 C\ O\ — in \O O C� M M M M 00 'cr C\ C\ M r \O O\ N M O C\ 00 00 to 00 r+ N N N M ri m ri M ri M N N N N N N N N N N m 6R � O O O O O O O O O O O O O O O O O O O O O to '� to to ^-� C\ vi C --� C*' to C� O M CN 't n O\ a\ � •-+ oo \p O M O da' - O O O C� C� C� 00 00 00 00 N � 69 Q o 0 0 0 Q o Q Q Q o o Q O Q Q Q O o o Q Q Q Q Q Q Q O O O O O O O O O O O O O O O O O O O O N to to O O O 't O C\ to m O C\ to "r to O to \O to m to O O 00 O \O to 'cr to M O m to M r- r- o0 o0 C\ O O .-. N N m ' to \O o0 69 yg O O O O O O O O O O O O O O O O O O O O O O O O O O Q O O O O O O O O O O O O O O O O O O O M M \ O m O\ 00 M 00 t -r r- m 00 O\ O _ C� to t` to t to t` to r \C m to C\ -+ to to O to to M O \C O\ N 00 4 00 V' 00 C\ t- t` 00 to 't to N M rn to �C oo o0 00 00 00 t` t` t` \o \C O C\ 00 r- tC to It m — a\ N 69 6R O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O oo to N to N tr, 00 to C\ O \D O �t to N to to to It t t` O It O It O t O N O ON O O O O M r- O N 't \O M r- .-+ d' t- O\ O '-+ O O M O m O m O m 0 N 00 N o0 N t� N \D N to N C� — t` — to — — N --i O --t 00 r- V M 6R . � 00 t+ C\ t O 00 — 00 N 00 m 00 It 00 to 00 \C 00 t'- 00 00 00 C\ 00 O ON — C\ N 0\ m C\ rr C\ to C\ \O C\ r- O\ O O\ O\ O\ 0\ C\ C\ C\ O\ C\ C\ O\ O\ O\ C\ C\ C\ O\ C\ ON C\ 24 Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 581 -7882 THE CITY OF ANAHEIM General The City of Anaheim is situated in northwestern Orange County approximately 25 miles northeast of downtown Los Angeles and 10 miles northeast of Long Beach. It is well known as the location of Disney- land, the Anaheim Convention Center and the Anaheim Stadium and hosts millions of visitors annually. The State's Population Research Unit estimated the City's population as of January 1, 1977 to be 200,100 persons, the largest in the County and eighth largest in the State. The City has become a well diversified community with residential, commercial and light industrial development of major proportion and it serves as the center of a rapidly growing area encompassing eastern Los Angeles County and north and western Orange County. More than 30,000 persons are employed by local industry, many of them within the Project's Northeast Area. The climate is mild with an average mean temperature of 70 °. Extremes range from an average minimum temperature of 53° in January to 72° in July. Rainfall has averaged about 14 ". Elevation is 165 feet above sea level at the City Hall. The present area of the City is 39.0 square miles compared to 27.34 square miles in 1960 and 33.1 square miles in 1970. There is limited acreage available for future annexation due to incorporation of adjacent areas. Population growth since 1940 is shown below as reported by the Population Research Unit of the State of California for non - Census years. 1940 ....................... 11,031 1972 ....................... 183,600 1950 ....................... 14,556 1973 ....................... 186,200 1960 ....................... 104,184 1974 ....................... 187,400 1970 ....................... 166,701 1975 ....................... 194,400 1971 ....................... 173,800 1976 ....................... 197,200 Government and Administration Anaheim was founded in 1857 and received its first charter January 14, 1965. It presently operates under the council - manager form of government. Members of the five - person City Council are elected for alternating four -year terms with one of the members selected as Mayor by popular vote to serve for a two -year term. There are no other elective positions. The Council appoints the City Manager who is responsible for staff administration and the imple- mentation of Council policy. The Council also appoints the City Attorney and members of various boards and commissions. City full -time employees numbered 1,877 at June 30, 1977 of which 375 were assigned to the Police Department and 224 to the Fire Department. The latter has nine stations and the City enjoys a Class Three fire insurance rating. The City participates in the State's Public Employees Retirement System and for the year ended June 30, 1977 contributed 11.86% of payroll for miscellaneous employees and 23.78% for safety personnel covered by the System. Total contributions for 1976/77 were $5,023,000 and included a prorated share of past service cost which is being amortized to the year 2001. City employees have been represented by various unions since 1966 and labor relations have been amicable in that there have been no strikes, work stoppages or other major incidents. Currently, employees are represented by the Anaheim Municipal Employees Association, the Service and Hospital Employees Union, Local 399, and the General Truck Drivers Union, Local 235; police officers by the Anaheim Police Officers Association, fire personnel by the Anaheim Fire Association and the utility department employees are represented by the International Brotherhood of Electrical Workers, Local 47 (IBEW). The preceding are designated representatives under the Meyer - Milias -Brown Act (Section 3510 et seq. of the Government Code of California) and are covered by memoranda of understanding for periods expiring October 13, 1977. There are no other organized employee groups. 1) S Proof of July 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 The present City Manager, William O. Talley, has served in this capacity since July 1976. A graduate of Long Beach State University with a Master's degree in public administration from Los Angeles State University, Mr. Talley was formerly assistant city manager of Anaheim and held a number of executive positions with the City of Long Beach. City Financial Data The City's tax rate for purposes of raising revenue is set by the City Council on an annual basis. Property is assessed and taxes are collected for the City by the Orange County Assessor and Tax Collector, and the County in turn disburses the City's revenue from property taxes to the City. Additionally, the County Tax Collector receives and disburses to the Redevelopment Agency the tax increment revenues collected within redevelopment project areas. For 1977/78, the City's budgeted property tax revenue is estimated at $8,723,726 on a tax rate of $0.93 per $100 of assessed valuation. Shown below in Table 8 is a 10 -year record of the City's tax rates, levies and collections. During this period current secured tax delin- quencies have averaged 3.1 %. TABLE 8 CITY OF ANAHEIM TAX RATES, LEVIES AND COLLECTIONS(T) Fiscal Year Ended June 30 Tax Rate Assessed Valuation For Revenue PurposesQ Total City Tax Levy Total Current Tax Levy Collections Percent of Levy Uncollected 1967 ............ $1.10 $329,045,250 $3,619,498 $3,482,163 3.8% 1968 ............ 1.05 377,285,450 3,987,459 3,965,881 0.6 1969 ............ 1.05 412,389,790 4,330,093 4,258,707 1.6 1970 ............ 1.05 446,256,907 4,685,975 4,531,284 3.3 1971 ............ 1.05 521,860,111 5,180,064 4,992,935 3.9 1972 ............ 1.05 545,374,168 5,418,580 5,336,373 1.5 1973 ............ 1.05 608,099,032 6,049,488 5,900,915 2.5 1974 ............ 1.05 65,475,350 6,115,299 5,879,975 3.9 1975 ............ 1.05 29,881,000 6,642,416 6,359,885 4.3 1976 ............ 1.05 793,115,794 7,378,264 6,934,601 6.0 1977 ............ .95 897,559,760 7,810,657 N.A. N.A. Q Assessed Valuation for revenue purposes consists of the net valuation (assessed valuation less all exemptions) plus the Homeowners' exemptions and the Business Inventory exemptions for 1969/70 through 1976/77. Source: City of Anaheim Annual Financial Reports. Table 9, taken from the City's annual report to the State Controller, provides a comparison of income and expenses during the last five years. 26 Proof of July 12, 1977 ANAHEIM - 7582 Bowne of San Francisco, Inc., 981 -7852 TABLE 9 CITY OF ANAHEIM SUMMARY OF REVENUES AND EXPENDITURES 17 1971/72 1972/73 1973/74 1974/75 1975/76 REVENUES: Ad valorem taxes ............ $ 5,444,874 $ 5,970,595 $ 6,005,868 $ 6,615,795 $ 7,134,147 Sales and use taxes ........... 5,410,928 6,313,123 7,219,531 7,977,891 8,809,289 Transient lodging taxes ....... 1,527,237 1,800,539 1,859,007 2,106,708 2,504,348 Business license taxes ......... 520,181 580,305 637,827 631,776 723,987 Other taxes ................. 214,331 269,064 264,753 263,344 360,496 Total taxes ............. $13,117,551 $14,933,626 $15,986,986 $17,595,514 $19,532,267 Licenses and permits ......... 531,507 566,225 782,526 625,855 947,399 Fines and penalties ........... 349,725 396,866 474,227 578,241 670,602 Use of money and property .... 353,870 339,913 925,533 1,073,612 894,498 From other agencies ......... 5,064,980 7,281,814 8,087,858 8,208,666 11,125,976 Service charges .............. 4,776,047 5,199,221 6,013,746 7,108,191 8 Other revenues .............. 4,509,608 4 5, 5,461 5,657,8 Total Revenues .......... $28,703,228 $33,483,968 $37,331,842 $40,651,887 $47,450,710 EXPENSES: General government .......... $ 8,937,412 $ 6,801,758 $ 6,846,046 $ 6,507,285 $ 8,601,605 Public safety ................ 6,885,935 9,608 11,058,645 13,245,706 14,369,836 Public works ................ 4,129,439 4,495,106 5,406,845 7,687,505 8,760,675 Library services ............. 810,591 959,023 1,040,645 1,276,617 1,374,022 Parks and Recreation ......... 3,443,957 4,614 6,704,254 6,801,209 8,041,947 Total Expenses .......... $24,207,334 $26,479 $31,056,435 $35,518,322 $41,148,085 CAPITAL OUTLAYS: General government .......... $ 106,500 $ 197,550 $ 451,613 $ 480,737 $ 248,781 Public safety ................ 163,985 242,569 210,467 648,549 548,794 Public works ................ 1,525,773 2,445,369 2,031,376 2,044,540 1,796,379 Libraries ................... 5,650 52,826 9,435 30,939 752,573 Parks and Recreation ......... 3,910,490 3,129,917 1,828,916 2,995 4,299,310 Total Capital Outlays ..... $ 5,712,398 $ 6,068,231 $ 4,531,807 $ 6,200,375 $ 7,645,837 TOTAL EXPENSES AND CAPITAL OUTLAYS.. $29,919,732 $32,547,609 $35,588,242 $41,718,697 $48,793,922 One of many Disneyland attractions is the jungle boat ride shown above. 17 Proof of duly 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Table 10 presents a statement of direct and overlapping bonded debt for the City of Anaheim dated July 27, 1977, as prepared by California Municipal Statistics, Inc., of San Francisco. Annual debt service on general obligation bonds averages $1,189,000 for the years 1977/78 to 1980/81, $528,000 for the years 1981/82 to 1983/84 and $124,000 for the years 1984/85 to 1986/87. TABLE 10 CITY OF ANAHEIM STATEMENT OF DIRECT AND ESTIMATED OVERLAPPING DEBT Direct and Overlapping Bonded DebtQQ Percent Applicable Debt as of July 27, 1977 Orange County and Building Authorities ............................ 1.0.712% $ 3,040,2800 Orange County Flood Control District .............................. 10.712 2,228,632 The Metropolitan Water District of Southern California ................ 1.995 10,697,988 County Sanitation District No. 2 .... ............................... 33.426 1,450,688 County Sanitation District No. 3 .... ............................... 9.602 623,073 North Orange County Junior College District ......................... 52.332 2,276,442 Fullerton Jr. College and Union High School Districts ................. 0.177 -0.188 14,977 Anaheim Union High School District ............................... 62.026 19,913,447 Orange Unified School District ...... ............................... 10.968 2,425,573 Placentia Unified School District .... ............................... 39.568 9,061,467 Anaheim School District ........... ............................... 98.620- 99.308 2,867,007 Centralia School District ........... ............................... 13.450 256,222 Magnolia School District .......... ............................... 66.049 290,615 Savanna School District ........... ............................... 47.601 330,826 Other School Districts ............. ............................... Various 80,984 City of Anaheim and Building Authorities ........................... 100. 41,680,000 Special Districts .................. ............................... Various 52,558 Total Gross Direct and Overlapping Bonded Debt .................... $97,291,135 Less: City of Anaheim water and electric bonds (100'% self- supporting) 3,244,736 Waterworks District No. 3 (100% self- supporting) .......... 4,29 Total Net Direct and Overlapping Bonded Debt ..................... $94,042,101 Per Capita Ratios Ratios to Assessed Valuation (1977 Population of 200,100): Gross Direct Debt .................. 4.64% Assessed Valuation ................. $4,486 Net Direct Debt ($38,435,264) ....... 4.28% Net Direct Debt .................... $ 192 Gross Total Debt ................... 10.84% Net Total Debt .................... $ 470 Net Total Debt .................... 10.48% Q The State Board of Equalization reports that 1976/77 Orange County assessed valuation averages 24.6% of full value, with public utility property ($3,035,070) assessed at about 25% of full value. The 1976/77 assessed valuation of $897,559,970 is before deduction of homeowners and business inventory exemptions, the taxes on which are paid by the State of California. ® Excludes City's share of Orange County lease - purchase obligations ($157,010). ® Excludes City of Anaheim Water and Electric Revenue Bonds and the tax allocation bonds currently being offered. ?R Proof of July 12, 1977 ANAHEIM - 7582 EConorny Bowne of San Francisco, Inc., 981.788 Anaheim is located in proximity to the second largest metropolitan area growin g counties in employment in Los California ea (Los Angeles Count Angeles County as of June 1976 (Orange). Y) United States and within one of the fastest in the Data and Research, showed a slight increase to 3,086,100 compared g )' Total nonagricultural The seasonally adjusted unemployment as reported by Southern California Employment a year a o. p Yment rate also showed improvement iri Jun 19 to figure of 3 ,047,300. g Table 11 shows average employment in Los Angeles County during 1975 and also includes June 1976 figures. g the periods 1971 through TABLE 11 EMPLOYMENT IN LOS ANGELES COUNTY 1 971 -1976 1971 1972 Manufacturing 1973 1974 1975 1976 --- Wholesale and Retail Trade , , • ' 749,600 779,900 Services ..... ' ' ' 636,800 824,700 829,200 774,600 T ransportation, Co tric 65,200 686,600 701,100 778,500 mmunication, Elec, 536,500 566,100 607,600 696,900 706800 ar , 000 Gas and Sanit 627,500 633,700 644, y Services .... Finance, Insurance and Real Estate . , 170,900 171,300 Contract Construction • • 177 171,600 177,900 178,800 174,900 • • ,700 184,000 185,600 178,000 Mineral Extraction ..... , 97,800 100,600 184,500 188,100 Government .. 10,500 109,600 1 • • 05,100 96,100 • • ...... ]0,600 10,500 10,900 93,400 County Total . • 426,500 436,200 4 900 11,000 11,500 - -- -- 441, 453,200 , 453,200 475,200 485,800 --- 2,800,200 2,899,600 3,042,800 0091 OO June 1976. 3 ,091,400 3,04 096 p 3 ,086,100 Table 12 below shows employment in Orange County for selected ears Y TABLE 12 EMPLOYMENT IN ORANGE COUNTY Manufacturing 1950 1960 1970 September • , Mining 1976 Construction ,.. ••.••." ""'•••••••••••." • • •.. ...... ' " 7 ,900 47,400 122,100 • • • • • • • • • Transportation, 1, 600 1,700 157,700 Communications and • ' . ' ' • • Utilities . • Wholesale and Retail 4,700 16 800 1,900 23,900 2,200 Trade • • • • • • Finance, Insurance, 2,700 6,700 28,7QQ and Real Estate . , Services :. 13'800 37,900 14,300 18,800 Government 1,400 5 98,200 156,900 - Federal, State, and Local ...... Other Nonagricultural 5,700 >900 24,700 20,000 33,500 . , , , Agriculture ' ' • • • • • • • ........ ,800 24,700 71,900 117,800 . • • • • • " " ' ............. 13,300 26,500 66,600 90,800 Total . ... • � 0000 6,700 7,200 50,200 i .. . • . Source: California 66,600 19 � 6,400 - 7,400 Employment Develo pment Department. 475,500 -. 613'800 29 Proof of July 12 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 Principal employers within the City of Anaheim and their products are shown in Table 13 following as reported by the Anaheim Chamber of Commerce. TABLE 13 CITY OF ANAHEIM PRINCIPAL EMPLOYERS Firm Product Employees Rockwell International ........................ Disneyland ... ............................... Pacific Telephone ............................ General Automation .......................... California Computer Products, Inc . ............. . Northrop Corp . ............................. . Kwikset, Division Emhart Corp . ................ Disneyland Hotel ............................. Interstate Electronics Corp ...................... Altec Corp . .. ............................... Lasco Industries .............................. TRW Credit Data ............................ Econolite Division of Altec Corp . .............. . Lear Siegler .. ............................... Laura Scudder ............................... Certron Corp . ............................... Delco -Remy, Division General Motors Corp. ...... Anaconda Electronics Co ....................... Astrodata .... ............................... Task Corp .... ............................... Anaheim Foundry Co .......................... Circle Seal Corp .............................. Global Van Lines ............................ Menasha Corp . .............................. Electronics and electro- mechanical products 13,000 Recreation 6,000 Telephone utility 1,800 Computers 1,500 Computer hardware and software 1,300 Electro- optical, automated test and 1,100 monitoring systems Locksets 1,000 Hotel 876 Electronic scientific data systems 850 Sound equipment 800 Fiberglass equipment 600 Credit reporting 600 Traffic equipment lights 550 Communications and video equipment 550 Food products 525 Magnetic tapes 500 Batteries 450 Telecommunications 425 Electronic equipment 400 Aircraft parts 390 Grey iron foundry 350 Valves 350 Long distance moving 350 Containers 350 Another facility of Rockwell International in Anaheim is the executive offices for the Electronics Research Division. �n Proof of July 12, 1977 ANAHEIM - 7582 Bowne of San Francisco, Inc., 981 -7882 Retail sales for the City of Anaheim as reported by the State Board of Equalization for the period 1971!75 are shown in Table 14 together with the number of sales permits. TABLE 14 CITY OF ANAHEIM RETAIL SALES DATA 1971 -1975 (000 OMITTED) Type of Business 1972 1973 1974 1975 1976 Apparel stores .......................... General merchandise stores ................ Drug stores ............................ Food stores ............................ Packaged liquor stores ................... Eating and drinking places ................ Home furnishings and appliances ........... Building materials and farm implements .... . Auto dealers and supplies ................. Service stations ........................ Other retail stores ....................... Retail totals .................. All other outlets ......................... Total all outlets ............... Total permits ........................... $ 26,367 $ 23,021 $ 22,998 $ 21,917 $ 24,770 44,757 45,818 48,857 46,281 44,362 8,748 7,203 7,444 7,910 7,887 51,489 31,105 33,896 39,791 44,694 12,167 10,679 11,173 12,194 12,769 91,741 55,029 63,464 70,676 79,724 35,482 20,106 20,850 23,414 25,562 59,383 40,006 35,820 44,910 45,574 96,853 69,284 74,133 69,403 81,700 58,672 19,935 41,403 51,476 55,697 55,541 31,960 36,795 4 1,7 68 46,622 541,200 354,146 396,833 429,740 469,361 344,808 207,151 240,581 274,809 297,254 $886,008 $561,297 $637,414 $704,549 $766,615 4,980 3,731 3,945 4 ,240 4,570 T Sales and use tax extended to gasoline sold for highway use on July 1, 1972. Shown below in Table 15 are various indicators of economic activity for the City. TABLE 15 CITY OF ANAHEIM ECONOMIC INDICATORS 1972 1973 1974 1975 1976 Total number building permits ...... Valuation - building permits ........ Postal receipts ................... Telephone connections ............ Electric services .................. 5,145 4,975 4,598 $76,885,589 $106,532,440 $89,245,185 5,856,321 5,959,124 6,433,431 45,685 50,811 62,863 Source: City of Anaheim, U.S. Postal Office, Orange County Progress Report, Vol. 13. 5,073 6,516 $99,524,051 $175,161,706 7,283,060 8,453,665 69,270 76,302 Utilities The City of Anaheim provides water service and refuse collection and Orange County Sanitation Districts provide wastewater collection and treatment. The City has its own wells which are supplemented by supplies acquired through the Municipal Water District of Orange County from The Metropolitan Water District of Southern California. The City also distributes electric power which is purchased from the Southern California Edison Company at wholesale cost. Gas service is provided by the Southern California Gas Company and Pacific Telephone and Telegraph Company serves the community. zt Proof of July 12, 1977 ANAHEIM -7582 Bowne of San Francisco, Inc., 981 -7882 Community Facilities Medical facilities include eight general hospitals with a capacity of 841 beds. The City has a main and three branch libraries, 80 churches, four radio stations, one newspaper and 32 banks and 14 savings and loan associations have branches or offices here. Public education is provided to City residents of school age through five elementary, two union high school, three unified school and two community college districts. Eight colleges and universities are located within Orange County including California State College at Fullerton, the University of California Irvine, Chapman College, Southern California College of Law, Pepperdine School of Law, St. Joseph's College, Western State University College of Law and West Coast University. Anaheim Convention Center, foreground, with Disneylaner beyond monorail to rear. Proof of duly 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 SUMMARY OF THE ATTORNEY GENERAL'S OPINIONS The Redevelopment Agency of the City of Sacramento was the first agency in the State of California to issue tax allocation bonds pursuant to the Community Redevelopment Law. In connection therewith, the opinion of the Office of the Attorney General of the State of California was requested concerning certain questions which arose regarding this type of financing. A summary of the applicable questions and opinion is shown below. (1) Is the value of tax - exempt property to be considered in fixing the assessed value of the project area for the purpose of making the division of taxes? (Opinion) "The value of tax - exempt property should not be considered in fixing the assessed value of property in the project area for the purpose of making the division of taxes. "T (2) Is the redevelopment agency entitled to a portion of penalties, costs, and proceeds of tax sales paid on account of delinquencies, redemptions, or sales of land in connection with taxes levied after approval of the redevelopment project? (Opinion) "The redevelopment agency is entitled to the portion of all sums normally going to the taxing agency which results from the increase in assessed valuation of the property in the redevelopment project area occurring after approval of the project. "(D (3) Is any agreement between the (Sacramento) Redevelopment Agency, on the one hand, and the City (of Sacramento) or the County (of Sacramento) on the other hand, necessary to implement the division of taxes authorized by law? (Opinion) "No agreement between the (Sacramento) Redevelopment Agency, on the one hand, and the City (of Sacramento), or the County of Sacramento, on the other hand, is necessary to implement the division of taxes authorized by law. "® (4) Who must bear the loss in revenue which follows the acquisition of taxable property in a redevelop- ment project by another public agency? (Opinion) "The loss must be shared by the taxing agencies and the redevelopment agency special fund in the proportion that they shared the tax revenue from the parcel of property which was so acquired. "® A constitutional amendment established a homeowners' exemption in 1968 and the Legislature subse- quently increased the exemption and enacted a business inventory exemption. The Riverside County Counsel requested of the Attorney General of the State of California an opinion as to the treatment to be given to the taxes paid on these exemptions by the State of California. (1) Is the assessed value of items of personal property on both the secured and unsecured tax rolls included within the measure of tax revenues allocated by Constitution, article XIII, section 19 and Health and Safety Code Section 33670? (Opinion) "The assessed value of items of personal property on both the secured and unsecured tax rolls are included within the measure of tax revenues allocation by Constitution, article XIII, section 19 and Health and Safety Code section 33670. "O (2) How is the loss of tax revenues attributable to the homeowners' property tax exemption and business inventory exemption allocated between a taxing agency and a redevelopment agency? (3) Is the state reimbursement to local agencies for property taxes lost by reason of the homeowners' property tax exemption and business inventory exemption subject to allocation between a taxing agency and a redevelopment agency? (Opinion) "Due to subvention payments to local taxing agencies, the homeowners' property tax exemp- tion and the business inventory exemption do not produce an actual tax loss. These subvention payments should be treated as tax revenues under section 19 of article XIII of the Constitution and section 33670 of the Health and Safety Code and should be allocated accordingly. "© Oi Opinion No. 56 -139, 27 Ops. Cal. Atty. Gen. 352 (1956). ® Id. ® Id. at 353. ® Opinion No. 60 -85, 35 Ops. Cal. Atty. Gen. 211 (1960). ® Sec. 56 OPS. CAL. ATTY. GEN. 464 (1973) (NO. CV 73/117 OCTOBER 25, 1973). © Id. 43 Proof of duly 12, 1977 ANAHEIM — 7582 Bowne of San Francisco, Inc., 981 -7882 APPENDIX E Appendix B presents the Agency's latest unaudited financial statements covering the 11 months ending May 31, 1977. ANAHEIM REDEVELOPMENT AGENCY BALANCE SHEET MAY 31, 1977 AND 1976 1977 1976 ASSETS Current Assets: Cash ......................... ............................... $6,231,630 $6,666,797 Petty Cash .................... ............................... 100 100 Deposits ...................... ............................... 20,359 200 Accounts Receivable ............ ............................... 7,428 — Total Current Assets .... ............................... 6,259,517 6,667,097 Restricted Assets: Cash......................... ............................... 75,000 — Certificates of Deposit ........... ............................... 5,000 — Total Restricted Assets .. ............................... 80,000 — TOTAL ASSETS ....... ............................... $6,339,517 $6,667,097 LIABILITIES, RESERVES AND FUND BALANCE Liabilities: Accounts Payable ............... ............................... $ 87,399 $ 24,179 Contracts Payable .............. ............................... — 380,000 Escrows Payable ................ ............................... 538,180 — Due to City ................... ............................... 64,512 73,334 Construction Deposits ........... ............................... 10,000 — Total Liabilities ........ ............................... 700,091 477,513 Reserves: Petty Cash .................... ............................... 100 1010 _. Deposits ...................... ............................... 20,359 200 Encumbrances ................. ............................... 68,703 71,796 Total Reserves ......... ............................... 89,162 72,096 FUND BALANCE ............... ............................... 5,550,264 6,117,488 TOTAL LIABILITIES, RESERVES AND FUND BALANCE ... ............................... $6,339,517 $6,667,097 34 Proof of July 12, 1977 ANAHEIM - 7582 Bowne of San Francisco, Inc., 981 -7882 ANAHEIM REDEVELOPMENT AGENCY STATEMENT OF CHANGES IN FUND BALANCE FOR THE MONTH ENDED MAY 31, 1977 Fund Balance May 1, 1977 ........... ............................... Add: Decrease in Reserve for Encumbrances .............................. Deduct: Excess of Expenditures over Revenues Revenues ...................... ............................... $ 535,639 Expenditures ................... ............................... 1,841,892 Increase in Reserve for Deposits ..... ............................... FUND BALANCE, MAY 31, 1977 .................................. $6,872,619 4,057 1,306,253 2 0,1 59 $5,550,264 ANAHEIM REDEVELOPMENT AGENCY STATEMENT OF REVENUES FOR THE ELEVEN MONTHS ENDED MAY 31, 1977 35 Actual 1976 Annual May Year to Date Over (Under) Actual to Budget Revenue Revenue Budget Date Property Taxes: Current - Secured ................ $4,008,000 $441,881 $4,344,630 $336,630 $3,675,580 Current - Unsecured .............. 1,002,000 - 1,052,748 50,748 932,057 Prior Years ...................... - - 100,035 100,035 93,924 Tax Collection Charge ............. (10,000) (5,498) (13,744) (3,744) (11,717) Total ................... 5,000,000 436,383 5,483,669 483,669 4,689,844 From Other Agencies: Business Inventory ................ 150,000 72,019 528,689 378,689 535,466 Homeowners Exemption ........... 50,000 17,200 41,771 (8,229) 31,543 Total ................... 200,000 89,219 570,460 370,460 567,009 Use of Money: Interest Income .................. 200,000 - 355,440 155,440 193,320 Earned Discounts ................. - 6 9 9 12 Total ................... 200,000 6 355,449 155,449 193,332 Land and Building Rent .............. - 10,031 15,711 15,711 - Subdivision Fees .................... 54,000 - - (54,000) - Sale of Land ....................... - - - - 1,000 TOTAL REVENUE ...... $5,454,000 $535,639 $6,425,289 $971,289 $5,451,185 35 Proof of July 12, 1977 ANAHEIM - 7582 Bowne of San Francisco, Inc., 981 -7882 ANAHEIM REDEVELOPMENT AGENCY COMMUNITY REDEVELOPMENT FUND STATEMENT OF EXPENDITURES FOR THE ELEVEN MONTHS ENDED MAY 31, 1977 1976 Annual May Year to Date Actual (Over) Actual Budget Expenditures Expenditures Under Budget to Date Operating Expenses: Services ...................... $ 812,210 $ 74,369 $ 587,089® $ 225,121 $462,085 Materials and Supplies .......... 18,986 1,413 9,575 9,411 24,386 Other Charges ................. 1 , 039, 300 8 1,0 9,865 1 Total Operating Expenses .... 1,870,496 76,649 1,626,099 244,397 501,917 Capital Expenses: Equipment .................... 3,452 - 1,169 2,283 3,886 Buildings and Improvements ..... 4,600 1,395 5,915 (1,315) 6,403 Projects: Orange Unified School District .. 380,000 - 380,000 - 190,000 Acquisition -Real Property .... 2,310,750 1,751,546 4,951,088 (2,640,338) - Relocation .................. 585,000 11,477 58,380 526,620 - Demolition .................. 29,250 - 1,940 27,310 - Storm Drains -City .......... 3,668,044 825 265,896 3,402,148 92,731 Storm Drains -Other ......... 3,633,000 - - 3,633,000 - Sewer Lines ................. 653,000 - - 653,000 - Water Lines ................. 264,500 - - 264,500 - Streets and Roadways ......... 703,000 - - 703,000 - Survey -Alpha .............. - - 8,803 (8,803) - Chartres Recreation Center .... - - - - 50,017 Total Capital Expenses ...... 12,234,596 1,765,243 5,673,191 6,561,405 343,037 TOTAL EXPENDITURES .. $ 14,105,092 0 $1,841,892 $ 7,299,290 $6,805,802 $844,954 D Includes $4,284,505 in appropriations carried over from the previous fiscal year. ® Includes $259,939 billed to the Agency by the City of Anaheim for employee salaries, fringe benefits and indirect cost. 36