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SA-2017-002SUCCESSOR AGENCY RESOLUTION NO. SA -2017-002 RESOLUTION OF THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE ANAHEIM REDEVELOPMENT AGENCY APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE SUCCESSOR AGENCY'S TAX ALLOCATION REFUNDING BONDS, SERIES 2018A AND SERIES 2018B (FEDERALLY TAXABLE), AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, on September 26, 2017 by Resolution No. SA2017-001 (the "Successor Agency Resolution"), the Successor Agency to the Anaheim Redevelopment Agency (the "Successor Agency") approved the issuance of its Tax Allocation Refunding Bonds, Series 2018A and Series 2018B (Federally Taxable) (collectively, the `Bonds") for the purpose of refunding certain obligations of the Anaheim Redevelopment Agency (the "Prior Obligations"), and wishes at this time to approve a Preliminary Official Statement in connection with the marketing of the Bonds; and WHEREAS, the Oversight Board to the Successor Agency to the Anaheim Redevelopment Agency (the "Oversight Board") has approved the issuance of the Bonds by Resolution No. OB 2017-02, adopted at its meeting on October 12, 2017 (the "Oversight Board Action"); and WHEREAS, the Oversight Board Action has been submitted to the Department of Finance for approval pursuant to Health and Safety Code Section 34179(h). NOW THEREFORE, THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE ANAHEIM REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this meeting and on file with the Secretary, is hereby approved. Each of the Chairperson, the Executive Director, any other member of the governing board of the Successor Agency, the City's Housing Programs Manager, or any of their respective written designee(s) (each an "Authorized Officer" and collectively, the "Authorized Officers"), acting alone, is authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to said Preliminary Official Statement, and each of the Authorized Officers, acting alone, is further authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be recommended by Successor Agency general counsel, Jones Hall, a Professional Law Corporation as Disclosure Counsel or Stradling Yocca Carlson & Rauth, a Professional Corporation as Bond Counsel, and approved by the officer executing the same, said execution being conclusive evidence of such approval. Stifel, Nicolaus & Company, Incorporated, Underwriter- with respect to the Bonds, is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds and is directed to deliver copies of any final Official Statement to all actual purchasers of the Bonds. Section 2. The Authorized Officers and all other officers of the Successor Agency are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to take all actions which they deem necessary or proper to effectuate the purposes of this Resolution and the Successor Agency Resolution and the issuance of the Bonds. The governing board of the Successor Agency hereby ratifies and confirms all previous actions taken by the Authorized Officers and their designees in furtherance of the Successor Agency Resolution and the issuance of the Bonds. Section 3. This Resolution shall take effect immediately upon its adoption by the governing board of the Successor Agency, and the Secretary shall certify the vote adopting this Resolution. PASSED AND ADOPTED by the Successor Agency to the Anaheim Redevelopment Agency this 7th day of November, 2017, by the following vote: AYES: Chairman Tait and Agency Members:Vanderbilt,Murray, Barnes,Moreno,Kring and Faessel NOES: None ABSENT: None ABSTAIN: None Chair AT ESTED: 'ng Secretary 2 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting Secretary of the Successor Agency to the City of Anaheim Redevelopment Agency, herby certify that the foregoing resolution SA -2017-002 was duly adopted by the Successor Agency to the Anaheim Redevelopment Agency, at its regular meeting held on the 7t" day of November. 2017 and that it was so adopted by the following vote: AYES: Chairman Tait and Agency Members: Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of November. 2017. G SECRETARY TO THE SUCCESSOR AGENCY (SEAL)