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ARA1986-01311010 -12 JHHW:BDQ:rms 05/09/86 ANAHEIM REDEVELOPMENT AGEN RESOLUTION NO. ARA -86 -1 3 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $ 45 ,000.000 AGGREGATE PRINCIPAL AMOUNT OF ITS REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION REFUNDING BONDS (SUBORDINATE LIEN), SERIES 1986 A APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A TRUST INDENTURE AND AN ESCROW DEPOSIT AND TRUST AGREEMENT RELATING THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT, APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the Anaheim Redevelopment Agency (the "Agency "): Z1944 WHEREAS, the Agency is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, including the power to issue bonds, notes and other obligations for any of its corporate purposes; WHEREAS, a redevelopment plan for Redevelopment Project Alpha has been adopted in compliance with all requirements of law; and WHEREAS, the Agency has heretofore issued its Anaheim Redevelopment Agency Redevelopment Project Alpha Tax Allocation Refunding Bonds, Series D (the "Series D Bonds "), in the aggregate principal amount of $64,000,000 pursuant to Resolution No. ARA -84 -1, adopted by the Agency on January 10, 1984, for the purpose of providing financing in connection with Redevelopment Project Alpha, including the refunding of certain then outstanding bonds; WHEREAS, the Agency has determined that it is in the best interest of the Agency to refund a portion of the Series D Bonds and the Agency has proposed to cause to be provided funds to provide for such refunding; WHEREAS, to provide such funds, the Agency now desires to provide for the issuance of an issue of its tax allocation refunding bonds, as more particularly described in the hereinafter defined Trust Indenture; and WHEREAS, pursuant to the Agency's authorization, Goldman, Sachs & Co. (the "Underwriter ") proposes to underwrite the financing and has prepared and presented to the Agency a form of preliminary official statement containing information material to the offering and sale of the Bonds described below (the "Preliminary Official Statement "); and WHEREAS, the documents below specified have been filed with the Agency and the members of the Agency, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: SECTION 1. The Agency hereby authorizes the issuance of not to exceed $ 45,000,000 aggregate principal amount of its Redevelopment Project Alpha Tax Allocation Refunding Bonds (Subordinate Lien), Series 1986 A (the "Bonds "), pursuant to and in accordance with the provisions of the Trust Indenture, provided, however, that the term of the Bonds shall not exceed 30 years and that the rate or rates of interest on the Bonds (calculated on a net interest cost basis) shall not exceed 7 . 5 percent ( 7.5 %) per annum. SECTION 2. The below- enumerated documents be and are hereby approved, and the Chairman, Vice Chairman, Treasurer or Executive Director of the Agency is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Secretary of the Agency is hereby authorized and directed to attest to such official's signature: a) a trust indenture, by and between the Agency and Bank of America National Trust and Savings Association, as trustee (the "Trustee "); and b) an escrow deposit and trust agreement, by and between the Agency and the Trustee, as escrow holder thereunder. SECTION 3. A purchase agreement by and between the Underwriter and the Agency relating to the purchase by the Underwriter of the Bonds, be and is hereby approved, and the Chairman, Vice Chairman, Treasurer or Executive Director of the Agency is hereby authorized and directed to execute said agreement, with such changes, insertions and omissions as may be approved by such official, so long as the the term of the Bonds does not exceed 30 years, the rate or rates of interest on the Bonds (calculated on a net interest cost basis) do not exceed 7.5 percent ( per annum and the Underwriter's discount with respect to the Bonds does not exceed 1 . 7 %. SECTION 4. The Chairman, Vice Chairman, Treasurer, Executive Director and Secretary of the Agency and other officials of the Agency are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the issuance of the Bonds. SECTION 5. To the best of the Agency's knowledge, information and belief, the Preliminary Official Statement contains no untrue statement of a material fact with respect to the Agency or omits to state a material fact with respect to the Agency required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. -2- SECTION 6. The Preliminary Official Statement is approved for distribution in connection with the offering and sale of the Bonds. SECTION 7. The Chairman, Vice Chairman, Treasurer or Executive Director of the Agency is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Bonds, or to the proceedings of the Agency or such corrections or additions are in form rather than in substance. SECTION 8. The Chairman, Vice Chairman, Treasurer or Executive Director of the Agency is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement ") and to execute said Final Official Statement, dated as of the date of the sale of the Bonds, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact with respect to the Agency or omit to state material facts with respect to the Agency required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Chairman, Vice Chairman, Treasurer or Executive Director of the Agency shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. * * * * * * * * * * ** I hereby certify that the foregoing resolution was duly adopted at a meeting of the Anaheim Redevelopment Agency duly held on the 20th day of May, 1986, by the following vote: AYES, and in favor of, Agency members: Kaywood, Overholt, Bay, Pickler and Roth NOES, Agency Members: None ABSENT, Agency Members: None ilk.. ./ OF 'Chairman Secretary -3- ,.. r , f STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA86 -13 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 20th day of May, 1986, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Kaywood, Overholt, Bay, Pickler and Roth NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 20th day of May, 1986. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day of May, 1986. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL)