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RES-2010-050RESOLUTION NO. 2010 -050 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF ANAHEIM ENTERING INTO A LOAN IN A PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000 AND LENDING THE PROCEEDS OF SUCH LOAN TO NORTHGATE GONZALEZ, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND ALLOCATING AN AMOUNT NOT TO EXCEED $20,000,000 OF THE ANAHEIM RECOVERY ZONE CEILING FOR PRIVATE ACTIVITY BONDS FOR THE BENEFIT OF THE PROJECT TO BE FINANCED PURSUANT TO SUCH LOAN. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM AS FOLLOWS: Section 1. The City Council hereby finds, determines and declares as follows: A. Pursuant to the American Recovery and Reinvestment Act of 2009 ( "ARRA ") and applicable state law, the City of Anaheim (the "City') has designated a "Recovery Zone" within the City by resolution (the "Anaheim Recovery Zone "). B. Pursuant to ARRA, among the tax incentives conferred on the City is the ability to issue tax- exempt recovery zone facility bonds in amounts not exceeding the available allocation thereof, to make a Loan to qualifying business borrowers to finance the cost of certain commercial, uses qualifying as "recovery zone property" to be used by a "qualified business" as that term is defined in ARRA and appli: able regulations and provisions of the Internal Revenue Code of 1986, as amended (collectively, the "Code "). C. The City has an available allocation of $20,000,000 consisting of its original allocation of $9,800,000 and a transfer of allocation from the County of Orange of $10,200,000 and the City has committed this allocation to the Project and Bond approval hereby; as of the date of this Resolution, the City has not utilized any of the allocation. D. The Industrial Development Authority of Anaheim (the "Authority ") has accepted an application (the "Application ") from Northgate Gonzalez, LLC, a California limited liability company, or a related entity, as applicable (the "Applicant "), requesting the Authority to issue its revenue bond and enter into a loan agreement pursuant to the California Industrial Development Financing Act, being Title 10 of the California Government Code, as supplemented and amended (the "Act "), to finance the acquisition of and equipping of certain facilities comprising furniture and equipment (the "Project ") to be owned and operated by the Applicant, or a related entity, and to be located at the Applicant's facility at 1201 North Magnolia Avenue in the City of Anaheim; E. The Applicant has represented in the Application certain facts and information concerning the Project and the Applicant. F. The City Council in evaluating the Project has relied upon the written facts and information represented in the Application by the Applicant as well as any comments made before the City Council in conjunction with the hearing on this matter. F:\Docs \DEVSVCS \RESOLUTN \City Council Resolution Northgate Bond Approval.DOC G. The Board of Directors of the Authority in its resolution adopted on March 23, 2010, expressed its intent to issue its revenue bond or other obligation (the "Bond ") for the benefit of the Applicant. H. The Authority has made the determinations required to be made pursuant to Section 91530 of the Act preliminary to issuing the Bond. I. The Authority approved and authorized the Bond, subject to certain conditions, on. May 18, 2010. J. The Authority proposes to lend the proceeds of the Bond to the Applicant. K. This City Council of the City of Anaheim (the "City Council ") has considered the information contained in the Applicant's application and has considered the determinations of the Authority. L. The Bond must be approved by the City Council to satisfy the public approval requirements of Section 147(f) of the Code and Section 91530(f) of the Act. M. It is intended that this Resolution shall constitute the approval of the Project and the Bond as required by Section 147(f) of the Code and Section 91530(f) of the Act. N. The City Council is the elected legislative body of the City and is one of the applicable elected representatives required to approve the execution and delivery of the Bond under Section 147(f) of the Code. O. The Authority has requested that the City Council approve the execution and delivery of the Bond by the Authority to satisfy the public approval requirement of Section 147(f) of the Code. P. Pursuant to Section 147(f) of the Code, prior to their execution and delivery, private activity bonds are required to be approved by the "applicable elected representative" of the governmental units on whose behalf such obligations are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by such obligations is to be located, after a public hearing held following reasonable public notice. Q. There has been published, at least 14 days prior to the date thereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bond and the loan of the proceeds to the Applicant would be held by the City Council on May 18, 2010. R. Such public hearing has been conducted by the City, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bond. Section 2. The City Council hereby finds and determines that the Project is located in and will provide significant public benefits to residents of the Anaheim Recovery Zone. Section 3. The City Council hereby approves the Project and approves the Authority issuing the Bond to GE Government Finance, Inc. in an amount not to exceed $20,000,000 pursuant to a loan agreement (the "Bond ") by and among the Authority, the Applicant and GE Government Finance, Inc. to finance on a tax - exempt basis the costs of the Project, which Bond and interest 2 DOC SOC/ 1396432v4/022363 -0004 thereon shall be paid from revenues received by the Authority from the Applicant pursuant to the Loan Agreement. This resolution shall constitute both "host" and "issuer" approval of the Bond within the meaning of Section 147(f) of the Code and approval of the Bond for purposes of Section 91530(f) of the Act. Section 4. The Authority is hereby designated as an issuer in an amount of the available allocation equal to $20,000,000 for the benefit of the Applicant (the "Allocation ") or such lesser amount as may be represented by the Bond. Such Allocation may only -be used by the Authority for the Project, as specifically described herein and represented in the Application. The Authority is not authorized to transfer the Allocation set forth herein to any other governmental unit in the State except the City. Section 5. All actions heretofore taken by the officers, employees and agents of the City with respect to the approval of the Bond are hereby approved and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all certificates and documents which they, bond counsel and the Authority Attorney and the City may deem necessary or advisable to consummate the issuance of the Bond and the loan of the proceeds to the Applicant and otherwise effectuate the purposes of this Resolution. Section 6. Neither the faith and credit nor the taxing power of the State, the City, the Authority or any political subdivision of the State, is pledged to the payment of the principal of, premium, if any, or interest on the Bond, nor is the State or any political subdivision of the State, in any manner obligated to make any appropriation for such payment. The Authority has no taxing power. Section 7. This Resolution shall take effect from and after its adoption. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS EIGHTEENTH (18 DAY OF MAY, 2010, BY THE FOLLOWING ROLL CALL VOTE: AYES: Mayor Pringle, Council Members Sidhu, Hernandez, Galloway, Kring NOES: NONE ABSTAIN: NONE ABSENT: NONE &Odool do I Curt Pringle, V DOCSOC/I 396432v4/022363-00 APPROVED AS TO FORM: Cristina L. Talley, City Attorney -- John E.Voodhead, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, Linda N. Ardal , Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2010 - 050 to be the original resolution adopted by the City Council of the City of Anaheim on 18th of May , 2010 Date: May 18, 2010 PMA& ' Aa74� Clerk of the Council City of Anaheim 4 DOC SOC/ 1 396432x4/022363 -0004