RES-2006-233RESOLUTION NO. 2006-233
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
AUTHORIZING THE EXECUTIVE DIRECTOR OF COMMUNITY
DEVELOPMENT TO NEGOTIATE AND ENTER INTO A NOTE PURCHASE
AGREEMENT AND TO CARRY OUT SUCH AGREEMENT; AND MAKING
CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH
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 borrow monies and
issue bonds for any of its corporate purposes, including authority pursuant to Sections 33601,
33671.5 and 33640 of the Redevelopment Law; and
WHEREAS, the City of Anaheim ("City") is a California municipal corporation and charter
city exercising powers under the laws of the State of California; and
WHEREAS, pursuant to the Redevelopment Law the City Council of the City of Anaheim
("City Council") is the legislative body of the Agency; and
WHEREAS, on May 24, 2004, by Ordinance Nos. 5913, 5914, 5915, 5916, 5917 and 5918,
the City Council adopted amendments to all of the existing redevelopment project areas, including
the Alpha Project, River Valley Project, Plaza Project, West Anaheim Project, Commercial/Industrial
Project, and the Stadium Project, to merge all such constituent and component project areas into the
Anaheim Merged Project (as amended, the "Merged Project Area"); and
WHEREAS, the redevelopment plans for the Alpha Project, River Valley Project, Plaza
Project, West Anaheim Project, CommerciaUIndustrial Project, and Stadium Project have been
adopted and thereafter amended in compliance with all applicable requirements of the
Redevelopment Law and together comprise the redevelopment plan for the Merged Project Area (as
amended, the "Merged Project Redevelopment Plan"); and
WHEREAS, the Merged Project Redevelopment Plan was further amended by Ordinance
No. 6034 adopted by the City Council on September 12, 2006 ("Plan Extension Amendment") as to
certain constituent parts of the Merged Project Area, specifically Alpha Project, River Valley Project,
Plaza Project, Commercial/Industrial Project, and the l3rookhurst Area of the West Anaheim Project,
which together in such ordinance were defined as the "Affected Plans"; and
WHEREAS, the Plar.. Extension Amendment was undertaken and approved pursuant to and
in accordance with Section 33333.10(a)(1) and (2) of the Redevelopment Law and extended the time
limits on plan effectiveness and the repayment of indebtedness and receipt of tax increment revenues
by ten (10) years as to the Affected Plans of the Merged Project Area all in order to eliminate
existing blighting conditions and to increase, improve, and preserve affordable housing opportunities;
and
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WHEREAS, Agency is empowered to enter into agreements and to carry out redevelopment
projects and programs, including affordable housing projects and programs that improve, increase
and preserve the community's supply of housing for Moderate, Low, Very Low, and Extremely Low
Income households and families available at an affordable housing costs; and
WHEREAS, in connection with consideration and approval of the Merged Project Area
findings and determinations were made which reaffirmed that improving, increasing, and/or
preserving affordable housing, including the. construction and development thereof, is of benefit to
the Merged Project Area and all constituent parts thereof whether such housing is located within
and/or outside the boundaries of the Merged Project Area; and
WHEREAS, prior to City Council's consideration and action on this Resolution, Agency and
City Council, acting as the legislative body of Agency, have considered and approved a Disposition
and Development Agreement ("DDA") between Agency and Brookfield Olive Street, LLC, a
California limited liability company ("Developer"), pursuant to Section 33433 of the Redevelopment
Law for the development of a housing project on several parcels comprising approximately 15 acres
that will include both affordable and market units (approximately 300 total units), appurtenant public
street improvements, public park/open space uses, and other public uses/purposes ("Project"); and
WHEREAS, the DDA will effectuate the goals and objectives of the Merged Project
Redevelopment Plan and Merged Project Area and the Agency's current five-year Implementation
Plan for the Merged Project Area adopted pursuant to Section 33490 of the Redevelopment Law; and
WHEREAS, the DDA, and the City Council resolution relating to the DDA are on file with
the Agency Secretary; City Clerk and are incorporated herein by this reference; and
WHEREAS, in connection with planning for consideration and action by the Agency and
City Council on the DDA, including funding therefor, the Project was evaluated pursuant to the
California Environmental Quality Act, Public Resources Code Section 21000, et seq., and
implementing Guidelines set forth in 14 Cal. Code of Regs, Section 15000, et seq.) (together,
"CEQA"); and
WHEREAS, the City previously adopted and certifed the Anaheim General Plan and
Zoning Code Update Envir~onmentai Impact Report No. 330 ("General Plan Update EIR") in
connection with the City's General Plan update in 2004 (as updated, the "General Plan"); and
WHEREAS, the General Plan Update EIR is a Program EIR under CEQA, addresses the
environmental impacts from the City's ultimate build-out, considering maximum densities and the
effects thereof, and establishing a mitigation monitoring program which requires, among other tasks,
subsequent focused studies and the implementation of mitigation measures where required; and
WHEREAS, pursuant to the prior resolutions of Agency and City Council in their approval
of the DDA, the Agency has made the necessary findings pursuant to CEQA deterrnining that the
Project, inclusive of the DDA and funding therefor, is within the scope of the activities addressed in
the General Plan Update EIR and such General Plan Update EIR adequately describes the Project for
purposes of CEQA because (i) the General Plan Update EIR is a Program EIR, (ii) the Project is
consistent with the General Plan, (iii) the Project presents no new environmental effects which could
occur that were not examined in the General Plan Update EIR, and (iv) there is no new information
to suggest that new mitigation measures would be required for the Project; and
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WHEREAS, in order to carry out the DDA and Project, Agency desires to borrow monies
from Citigroup Global Markets, Inc. or one of its affiliates ("Bank") in a principal amount of up to
Eighteen Million Dollars ($18,000,000.00) to be evidenced by a Note ("Note") pursuant to a Note
Purchase Agreement between Agency and Bank ("Note Purchase Agreement") to provide funds to
assist in the financing of the Project and for other valid redevelopment purposes, including (as to a
portion of the borrowing) costs and expenses payable from the Agency's Low and Moderate Income
Housing Fund pursuant to Sections 33334.2, et seq., 33334.6, et seq., and 33413 and costs and
expenses payable from Agency non-housing tax increment monies and other Agency revenues.
WHEREAS, the Note Purchase Agreement establishes the basic terms and conditions under
which Bank will purchase the Note and by which Agency will issue the Note in a principal amount
up to $18,000,000, which Note will be secured by an unsecured promise to pay or pledge of tax
increment revenues generated by the Merged Project Area subject to pre-existing claims, pledges,
and obligations on such tax increment and such other claims, pledges, and obligations as in the
reasonable judgment of the Agency's Executive Director ("Executive Director") determines are
necessary and appropriate, all subject to delivery of the Note Purchase Agreement, the Note and
related closing documents referenced in the Note Purchase Agreement and/or required in
implementation of such transactions, including payment of fees and other costs as may be payable
from the proceeds thereof; and
WHEREAS, Agency, through its Executive Director, City Attorney, and Special Counsel
(and their authorized designees), and Bank desire to proceed with the negotiations toward and
entering into the Note Purchase Agreement; and
WHEREAS, capitalized terms used in this Resolution are as defined in the Note Purchase
Agreement, or as referenced from the DDA, unless otherwise defined herein; and
WHEREAS, the Project and Note Purchase Agreement are in the vital and best interest of
the Agency and the City of Anaheim, and the health, safety and welfare of its residents, and is of
benefit to the Agency and its Merged Project Area and is contemplated by the Agency's
Implementation Plan for the Merged Project Area adopted and in place pursuant to Section 33490 of
the Redevelopment Law; and
WHEREAS, Agency has adopted its resolution entitled:
A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM
REDEVELOPMENT AGENCY AUTHORIZING THAT CERTAIN NOTE
PURCHASE AGREEMENT IN AN AMOUNT UP TO $18,000,000 AND
AUTHORIZING THE EXECUTIVE DIRECTOR TO CARRY OUT SUCH
AGREEMENT; AND MAKING CERTAIN OTHER FINDINGS IN
CONNECTION THEREWITH
WHEREAS, under and pursuant to the above Resolution, Agency has authorized the
negotiation and entering into the Note Purchase Agreement between Agency, as borrower, and Bank,
as lender, and the issuance by Agency of the Note for the purpose of raising not to exceed
$18,000,000 for affordable housing and other redevelopment purposes to fulfill Agency's obligations
and objectives under Sections 33334.2, 333334.6, 33413, and 33490 of the Redevelopment Law and
to pay fees and costs in connection with the issuance of the Note and implementation of the Note
Purchase Agreement.
DOCSOC/1158099v8/022621-0121
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE
CITY COUNCIL OF THE CITY OF ANAHEIM:
Section 1. The foregoing Recitals are true and correct and are a substantive part of this
Resolution. The City Council hereby finds and determines that not less than $2.88 million of the
proceeds of the loan will be properly chargeable to valid expenditures of the Low and Moderate
Income Housing Fund for the Merged Project Area, and that expenditure of such Note proceeds
inside or outside of the Merged Project Area, for the Project or otherwise, is of benefit to the Merged
Project Area.
Section 2. The Agency's findings and determination pursuant to CEQA as set forth and
made in the resolution approving the DDA are the CEQA findings and determination for the Note
and Note Purchase Agreement which actions will be in implementation of the DDA.
Section 3. The entering into of the Note Purchase Agreement and the delivery of the
Note by Agency to Bank, in part in order to fulfill Agency's obligations and objectives under
Sections 33334.2, 33334.6, 33413 and 33490 of the Redevelopment Law to pay costs in connection
with the issuance of the Note Purchase Agreement and Note, all of which constitute a
"redevelopment activity," as such term is defined in Health and Safety Code Section 33678, are
hereby authorized and approved pursuant to Health and Safety Code Section 33640, subject to
completion of the Note Purchase Agreement and the Note in accordance with the Agency Resolution
described in the Recitals hereof.
Section 4. The Mayor, City Manager, City Attorney, Special Counsel, and any other
appropriate officials of the City, are hereby authorized and directed to take any and all necessary and
desirable steps to accomplish the execution and delivery of the Note Purchase Agreement and Note
referenced above and any related undertakings of the City, if any, including execution of any and all
other documents or implementing agreements necessary to deliver the Note Purchase Agreement and
Note in a timely and expeditious manner, including without limitation, the negotiation, execution and
delivery of instruments or agreements confirming understandings or making any further assurances
relative to existing arrangements among the parties or otherwise in furtherance of the delivery of the
Note Purchase Agreement and Note. The City Clerk is authorized to attest the final form of such
documents.
Section 5. This Resolution shall take effect upon adoption.
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Section 6. City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this 17 day ol~ctobe~l006 by the following role
call vote:
AYES: Mayor Pringle, Council Members Chavez, Herna~:dez, Sidhu, Galloway.
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
CATHY GODOY
CITY,C~I~,ERK ,
Ci
APP VED AS TO FORM:~J
JA K L. ~HITE, CITY ATTORNEY
` . Woodhead, IV
sist~nt City Attorney
CITY OF HEIM
By:
Mayor
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
I, Cathy Godoy, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 2006-233, was introduced and adopted at a regular meeting provided by
the law of the City Council of the City of Anaheim held on the 17th day of October, 2006.
CITY OF ANAHEIM
By:
i Cler
DOCSOC/1158099v8/022621-0121