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ARA1986-028RESOLUTION NO. ARA86 -28 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY OF INTENTION TO UNDERTAKE PROJECT AND TO ISSUE REFUNDING BONDS WHEREAS, the ANAHEIM REDEVELOPMENT AGENCY, a public body, corporate and politic ( the "Agency "), has, pursuant to its Resolution Nos. ARA81 -42 AND ARA81 -43, adopted by the Agency on December 29, 1981, authorized the issuance, sale and delivery of $1,550,000 Anaheim Redevelopment Agency Historical Rehabilitation Revenue Notes (URO Investments Project), Series 1981 -A (the "Notes "), in order to finance the rehabilitation and improvement of an office building and related property (the "Facilities ") located within an historical rehabilitation area established by the Agency pursuant to Division 24, Part 10 (commencing with Marks Historical Rehabilitation Act of 1976) the "Bond Law "); WHEREAS, Paragraph 22 of the latter resolution provides as follows: 22. It is the intention of this Agency to provide for the issuance of bonds or notes of the Agency at or prior to the maturity of the Notes, as the term of the Notes may be extended with the consent of the holder, for the purpose of refunding the Notes then outstanding, including the payment of any redemption premiums thereof and any interest accrued or to accrue to the date of redemption, purchase or maturity, and to enter into such transaction as this Agency deems necessary or desirable and as are related to the payment and security of such refunding bonds on notes. WHEREAS, the minutes of the Agency meeting at which the two resolutions were adopted includes the following excerpts: "Special Counsel, Gerald Laster, briefed the Agency ... He also reported ... the developer requested that the Agency state their intention of refunding the issue long term at a later date ... Mr. Laster also clarified for the Chairman that relative to the language contained in Paragraph 22 (page 5) of the documentation, that was not a statement of contractual obligation, but a statement of intention similar to many types of proceedings that were undertaken by public entities. The concept did not entail a contract." - 1 - WHEREAS, the Notes issued and the rehabilitation and improvement work was completed from the proceeds thereof and other funds provided by URO Investments, a California general partnership (the "Company "), the owner, operator and manager of the Facilities; WHEREAS, the Company has applied to the Agency to refinance the Facilities by the issuance by the Agency of revenue bonds to refund the Notes (the "Project "), pursuant to the Bond Law; NOW, THEREFORE IT BE RESOLVED by the Anaheim Redevelopment Agency, as follows: 1. The Application The application of the Company requests refinancing of the Facilities under the Bond Law by means of the issuance by the Agency of historical rehabilitation refunding revenue bonds in the same principal amount as the Notes. 2. Application Sufficiency The Company has, in connection with its application, supplied all information required pursuant to the Bond Law, and the application is sufficient for the purposed of this resolution and is approved and accepted for further processing. 3. The Protect A brief summary of the Facilities is set forth in the form of notice attached hereto and said description is hereby incorporated by reference herein. At the time of issuance of the Notes to finance the rehabilitation -and improvement of the Facilities, permanent financing was not available at reasonable interest rates. The purpose of the Project is to provide permanent financing of the Facilities by the issuance by the Agency of an issue of long term revenue bonds to refund the Notes. 4. Intention It is the intention of the Agency to refinance the Facilities by the issuance by the Agency of its revenue bonds to refund the Notes (whether before, at, or after their maturity) in + the outstanding principal amount of $1,550,000 pursuant to the Bond Law. All costs of the Project shall be paid by the Company, including the reimbursement or the payment by the Company of all costs of the Agency, bond counsel, and other consultants. Other - 2 - terms of the revenue bonds (the "Refunding Bonds "), the methods of providing for the security and payment of the Refunding Bonds and the sale and delivery thereof shall be subject to agreement between the Agency and the Company. 5. Protect and Refunding Bond Compliance The Project, including the issuance of the Refunding Bonds, is in compliance with the provisions of the Bond Law. 6. Notice of Public Hearing The form of notice attached hereto is hereby approved for noticing the public hearing therein referred to. The City Clerk may insert the time of the public hearing, which time shall not be less than 14 days after the publication of the notice. The notice shall be published once, not less than 14 days prior to the public hearing, in The Anaheim Bulletin, a newspaper of general circulation, printed and published in the City of Anaheim (the "City "). 7. No Allocation This resolution does not constitute an allocation of any part of any allocation of the City or the Agency of private activity bonds that the City or the Agency may issue. 8. Officals Authorized The appropriate officers, employees and agents of the Agency are hereby expressed, by participation in the negotiation and review of the subsequent proceedings and agreements and by such other means as in their judgement is necessary or desirable. 9. Amendments This resolution may be supplemented, amended or revoked, in whole or in part, from time to time or at any time, by the Agency, without the incurrence of liability to the Company or to any other person. 10. Supercession In the event of any inconsistency between the terms of this resolution and the terms of the Refunding Bonds or other subsequent proceedings or agreements, the provisions of the Refunding Bonds and such proceedings or agreements shall control. - 3 - THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Redevelopment Agency this 30th day of December , 1986. CHAIRMAN, ANAHEIM REDEVELOPM2NT AGENCY ATTEST: JB: jbila -rs - 4 - SECRETARY, ANAHEIM REDEVELOPMENT AGENCY 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 -28 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 30th day of December, 1986, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Roth, Pickler, Hunter, Kaywood, and Bay 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 30th day of December, 1986. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of December, 1986. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL)