ARA-2010-005RESOLUTION NO. ARA- 2010 -005
A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,573,000 PRINCIPAL
AMOUNT OF TAX ALLOCATION BONDS ON CERTAIN TERMS AND
CONDITIONS, APPROVING A CONTINUING DISCLOSURE CERTIFICATE,
APPROVING THE FORM AND DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND FINANCING DOCUMENTS, AUTHORIZING
CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER
MATTERS RELATING THERETO
WHEREAS, the Anaheim Redevelopment Agency ( "Agency ") is a community
redevelopment agency duly created, established and authorized to transact business and exercise its
powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24
(commencing with Section 33000) of the Health and Safety Code of the State of California)
( "Redevelopment Law "), and the powers of the Agency include the power to issue bonds for any of
its corporate purposes, including the purpose of refunding bonds previously issued by the Agency;
and
WHEREAS, a Redevelopment Plan for the Agency's Anaheim Merged Redevelopment
Project Area (the "Redevelopment Project ") including all component areas thereof ( "Component
Areas "), has been adopted in compliance with all requirements of the Redevelopment Law; and
WHEREAS, the Agency has previously issued its Anaheim Redevelopment Agency 2007
Tax Allocation Refunding Bonds (Anaheim Merged Redevelopment Project Area) Series A and
Series B (Taxable) ( "2007 Redevelopment Bonds ") in the aggregate principal amount of not to
exceed $218 million (collectively, the "2007 Bonds "), pursuant to the Redevelopment Law, for the
purpose of providing funds to repay all or part of the outstanding Prior Loans and financing
redevelopment activities and other redevelopment housing activities of the Agency pursuant to the
Redevelopment Plan; and
WHEREAS, the Agency wishes at this time to issue its not to exceed $6,573,000 aggregate
principal amount of tax allocation bonds to be designated "Anaheim Redevelopment Agency
(Anaheim Merged Redevelopment Project Area), 2010 Tax Allocation Bonds (Taxable Recovery
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Zone Economic Development Bonds) (the "2010 Bonds ") on a basis subject to federal income
taxation pursuant to the provisions of the Law and Government Code Section 5903, for the purpose
of providing additional funds to finance and refinance the Redevelopment Project; and
WHEREAS, the 2010 Bonds, when issued, will be secured by a pledge of and lien on certain
tax increment revenues from the Redevelopment Project on a parity with the 2010 Redevelopment
Bonds; and
WHEREAS, proceeds of the 2010 Bonds will be used (i) to provide funds to finance the
Redevelopment Project; (ii) to establish a reserve account or satisfy the reserve requirement with
respect to the 2010 Bonds; and (iii) to pay the costs of issuing the 2010 Bonds; and
WHEREAS, there has been placed on file with the Agency Secretary and filed with this
Board the forms of the supplemental indenture of trust providing for the issuance of the 2010 Bonds,
the Preliminary Official Statement relating to the 2010 Bonds, the Continuing Disclosure Certificate
(which is attached as an Appendix to the Preliminary Official Statement), a Filing Agent Agreement,
and a Bond Purchase Agreement between the Agency and Stone & Youngberg LLC (the
"Underwriter ") pursuant to which the Underwriter may offer to purchase the 2010 Bonds from the
Agency, all on the terms and conditions set forth therein; and
WHEREAS, the Agency desires to authorize the issuance and sale of the 2010 Bonds upon
the terms and conditions hereinafter set forth; and
WHEREAS, pursuant to certain provisions of the American Recovery and Reinvestment Act
( "ARRA "), (i) the City has designated certain areas of the City, including the area contained within
the Redevelopment Project, as a Recovery Zone, (ii) the City may authorize the Agency to issue
bonds on a basis subject to federal income taxation, and (iii) the Agency may receive federal bond
tax subsidy payments where the bonds are designated as Recovery Zone Economic Development
Bonds under ARRA; and
WHEREAS, it is proposed that the 2010 Bonds be designated as Recovery Zone Economic
Development Bonds; and
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WHEREAS, the issuance of the 2010 Bonds is not a "project" within the meaning of the
California Environment Quality Act ( "CEQA "), specifically CEQA Guidelines section 15378, and
thus is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3).
NOW, THEREFORE, BE IT RESOLVED, by the Agency acting by and through its
Governing Board (the "Board ") as follows:
SECTION 1. Issuance of 2010 Bonds Pursuant to the Indenture (hereinafter defined),
the 2010 Bonds in an aggregate principal amount of not to exceed $6,573,000 are hereby authorized
to be issued. The forms of 2010 Bonds presented to this Board as an exhibit to the Indenture is
hereby approved and shall be executed by the manual or facsimile signature of the Chair, Executive
Director or their respective written designee (each an "Authorized Officer "), and the execution of the
2010 Bonds shall be attested by the manual or facsimile signature of the Secretary.
SECTION 2. Approval of Indenture and FilinAgent Agreement The proposed forms
of First Supplemental Indenture of Trust (the "Indenture ") and Filing Agent Agreement ( "Filing
Agent Agreement "), between the Agency and U.S. Bank National Association, as trustee (and in the
case of the Filing Agent Agreement, as agent) (the "Trustee ") in the forms presented to this Board,
are hereby approved. Each of the Authorized Officers are hereby authorized and directed to execute
and deliver, and the Secretary is hereby authorized and directed to attest the Indenture and the Filing
Agent Agreement in said form, with such additions thereto or changes therein as are approved by
such Authorized Officer after consultation with, and approval by, Bond Counsel and General
Counsel, the approval of such additions or changes to be conclusively evidenced by the execution
and delivery of the Indenture and the Filing Agent Agreement, respectively, by any one of the
Authorized Officers provided, the Filing Agent Agreement shall not be executed if the Executive
Director determines that no Filing Agent Agreement should be utilized in connection with collection
of federal tax subsidy payments.
SECTION 3. Approval of Official Statement The form of Preliminary Official
Statement relating to the 2010 Bonds presented to this Board is hereby approved. The preparation of
a final Official Statement relating to the 2010 Bonds is hereby approved and each of the Authorized
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Officers is hereby authorized and directed, for and in the name and on behalf of the Agency, to
execute and deliver a final Official Statement containing such changes from the Preliminary Official
Statement as may be approved by the officer executing the same after consultation with Disclosure
Counsel and General Counsel and the distribution of such Preliminary and final Official Statement in
connection with the sale of the 2010 Bonds is hereby authorized. Each of the Authorized Officers is
also authorized to deem the Preliminary Official Statement final within the meaning of Rule 15c2 -12
(the "Rule ") of the Securities Exchange Act of 1934, excepting only such information as is permitted
under the Rule, and to execute an appropriate certificate stating the Agency's determination that the
Preliminary Official Statement has been deemed final within the meaning of such Rule.
SECTION 4. Approval of Purchase Agreement The form of Purchase Contract (the
"Purchase Agreement ") presented to this Board by and between the Agency and the Underwriter and
the sale of the 2010 Bonds by the Agency to the Underwriter pursuant thereto upon the terms and
conditions set forth therein is hereby approved, and subject to such approval and subject to the
provisions hereof, each of the Authorized Officers are hereby authorized and directed to evidence the
Agency's acceptance of the offers made by the Purchase Agreement by executing and delivering the
Purchase Agreement in said form with such changes therein as the officer executing the same may
approve and such matters as are authorized by this Resolution, such approval to be conclusively
evidenced by the execution and delivery thereof by any one of the foregoing officers.
SECTION 5. The Authorized Officers to Establish Final Terms of Issuance of 2010
Bonds The Board hereby authorizes each of the Authorized Officers to establish and determine
(i) the final principal amount of the 2010 Bonds, not to exceed $6,573,000 in the aggregate; (ii) the
final interest rates on various maturities of the 2010 Bonds, not to exceed a true interest cost of 7%
(net of any federal tax subsidy payment); and (iii) the Underwriter's discount for the purchase of the
2010 Bonds, not to exceed I% of the principal amount of the 2010 Bonds.
SECTION 6. Approval of Continuing Disclosure Certificate The Agency hereby
approves the Continuing Disclosure Certificate in substantially the form presented to this Board,
together with any additions thereto or changes therein as may be necessary to conform the terms of
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the Continuing Disclosure Certificate to the terms thereof described in the final Official Statement
deemed necessary or advisable by the Authorized Officers. Each of the Authorized Officers is
hereby authorized and directed to execute the final form of the Continuing Disclosure Certificate for
and in the name and on behalf of the Agency.
SECTION 7. Professional Services The Authorized Officers are authorized to execute
contracts with Stradling Yocca Carlson & Rauth, a Professional Corporation, to act as Bond Counsel
to the Agency, and Jones Hall, A Professional Law Corporation, to act as Disclosure Counsel to the
Agency, which contracts shall be in substantially the form on file with the Secretary, together with
such changes as may be approved by the Authorized Officers and General Counsel, which changes
shall be deemed approved by the execution and delivery of such contracts by any one of such
officers. Stone & Youngberg LLC is engaged to act as underwriter for the Bonds in accordance with
the terms of the engagement letter on file with the Executive Director.
SECTION 8. Official Actions Each of the Authorized Officers, the Secretary, the
General Counsel and any and all other officers of the Agency are hereby authorized and directed, for
and in the name and on behalf of the Agency, to do any and all things and take any and all actions,
including execution and delivery of any and all assignments, certificates, documents (including,
without limitation, the taking of any actions required to qualify the 2010 Bonds as Parity Debt with
respect to the 2007 Redevelopment Bonds to adjust the Allocated Bonded Indebtedness among
Component Areas, and to procure municipal bond insurance for the 2010 Bonds if such insurance
would reduce the costs of borrowing) and the payment of all costs of issuance of the 2010 Bonds,
including, but not limited to, the fees and expenses of Bond Counsel, Disclosure Counsel, the
Financial Advisor, the Fiscal Consultant, the Trustee (as provided in the Indenture), the Underwriter
(as provided in the Purchase Agreement), any rating agency rating the 201.0 Bonds, the printer and
any other fees or expenses necessary or appropriate to facilitate the issuance of the 2010 Bonds in
accordance with this Resolution. All actions heretofore or hereafter taken by authorized officers of
the Agency with respect to the affirmation of the subordination of any pass - through payments
payable to any taxing entity are hereby confirmed, ratified and approved.
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SECTION 9. Additional Determinations The Agency hereby determines that interest
on the 2010 Bonds will be subject to federal income taxation, as further described in the Official
Statement, for purposes of Government Code Section 5903. The 2010 Series B Bonds shall be issued
as "Recovery Zone Economic Development Bonds" under ARRA only to the extent the Authorized
Officer executing the Indenture determines that it will reduce the net borrowing cost to the County
(taking into account the related federal tax subsidy payments). If no such determination is made,
such Authorized Officer is hereby authorized to approve such changes to the proposed forms of the
Indenture of Trust, the Purchase Contract, the Continuing Disclosure Certificate, the Preliminary
Official Statement, the final Official Statement and other instruments approved or authorized
hereunder q may be necessary or appropriate to provide for the execution and delivery of all or a
portion of such 2010 Series B Bonds as tax exempt bonds, in each case after consultation with
General Counsel and Bond Counsel, as appropriate, such approval to be conclusively evidenced by
the execution and delivery of such documents.
SECTION 10. The Secretary of the Agency shall certify as to the approval of this
Resolution and copies of the final form of the documents approved herein shall be placed in the
Secretary of the Agency's records and in the offices of the Agency.
SECTION 11. This Resolution shall take effect upon adoption.
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THE FOREGOING RESOLUTION IS PASSED, APPROVED, AND ADOPTED BY THE
GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY, THIS
FOURTEENTH (14 DAY OF SEPTEMBER, 2010 BY THE FOLLOWING ROLL CALL
VOTE:
AYES: Chairman Pringle, Agency Members Hernandez, Gallaway, Kring
NOES: NONE
ABSENT: Agency Member Sidhu
ABSTAIN: NONE
ATTEST
SECRETARY
CHAIRMAN
APPROVED AS TO FORM:
CRIST TALLEY, CITY ATTORNEY
JOHN WOODHEAD, IV
Assis nt City Attorney
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