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APFA 1996-2RESOLUTION NO. APFA96-2 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $560,000,000 AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF ITS LEASE REVENUE BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT) TO FINANCE THE EXPANSION OF THE ANAHEIM CONVENTION CENTER, THE CONSTRUCTION OF A PUBLIC PARKING FACILITY AND THE CONSTRUCTION OF CERTAIN OTHER INFRASTRUCTURE IMPROVEMENTS AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS, APPROVING A FINANCE AGREEMENT, AND OTHER MATTERS RELATING THERETO WHEREAS, the Anaheim Public Financing Authority (the "Authority") has been established pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), by the Joint Exercise of Powers Agreement (the "Agreement"), dated as of January 28, 1992, between the City of Anaheim, California (the "City") and the Anaheim Redevelopment Agency for the purpose, among others, of assisting in providing financing for public capital improvements under the Act; and WHEREAS, pursuant to the Agreement, the Authority shall have all the powers provided in the Act and the Bond Law (as defined in the Agreement) to provide for the financing of public capital improvements (as defined in Section 6585(g) of the Act) and to otherwise accomplish the purposes of the Agreement; and WHEREAS, public capital improvements authorized by the Bond Law include the expansion of the Anaheim Convention Center, construction of a public parking facility and construction of the other infrastructure improvements proposed to be financed by the Authority (collectively, the "Public Improvements"); and WHEREAS, the completion of the Public Improvements is necessary to complete and open The Disneyland Resort Project and the Convention Center Expansion, which projects are expected to provide over 14,000 jobs in the Anaheim area and over 8,100 jobs within the City of Anaheim, as well as significant additional economic development projects which will provide additional business and tourist activity within the City with a corresponding increase in taxes to the City's General Fund; and WHEREAS, the completion of the Public Parking Facilities will not only aid in the economic development of the City through increased tourist and business activity, but will also make available a shared-use parking arrangement for the Anaheim Convention Center which will maximize the area available for Convention Center uses and help maintain the competitive position of the Convention Center; and WHEREAS, the Authority, the City, Walt Disney World Co., a Delaware corporation ("Disney") and The Walt Disney Company, a Delaware corporation ("The Walt Disney Company") desire to enter into an Infrastructure and Parking Finance Agreement which sets forth the terms and conditions of the parties' agreement to finance and construct the Project; WItEREAS, the Authority is authorized under the Bond Law, particularly Section 6591 thereof, to issue bonds to finance a public capital improvement which bonds may be payable from, and secured by a pledge of, the revenues of any public improvement or any other moneys of the Authority; and WHEREAS, the Authority has determined to authorize and issue from time to time one or more series or subsefies of bonds (the "Bonds") designated, subject to Section 1 hereof, as its Lease Revenue Bonds (Anaheim Public Improvements Project) on the terms and conditions set forth in the Indenture of Trust (such Indenture of Trust, as defined in Section 2 hereof, being referred to as the "Indenture") to finance the costs of the Public Improvements; and WHEREAS, in order to provide for the payment of principal and interest on the Bonds, the Authority desires to lease from the City certain real property and facilities pursuant to a site and facility lease, between the City, as lessor, and the Authority, as lessee (the "Site and Facility Lease") and to lease from the Walt Disney World Company ("Disney") certain real property pursuant to a public parking facilities ground lease, between Disney, as lessor, and the Authority, as lessee (the "Public Parking Facilities Ground Lease"), to cause the construction of the Public Improvements which are improvements to the property included under the Site and Facility Lease and the Public Parking Facilities Ground Lease (such property, as so improved, constituting the "Leased Premises") and to lease the Leased Premises back to the City in exchange for lease payments (the "Lease Payments") to be made pursuant to a lease agreement between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"); and WHEREAS, the Bonds are to be payable from, and secured by a pledge of and lien on, the Lease Payments paid by the City pursuant to the Lease Agreement and the other funds pledged therefor pursuant to the Indenture; and WHEREAS, the Authority, the City, Disney and The Walt Disney Company desire to cooperate in the financing and construction of the Public Improvements on the terms and conditions set forth in the Infrastructure and Parking Agreement (the "Finance Agreement"); and 2 WHEREAS, there has been presented to this meeting the following: (1) A proposed form of the Indenture to be entered into between the Authority and a corporate trustee selected pursuant to Section 2 hereof, as trustee (the "Trustee"), providing for the authorization and issuance of the Bonds; and (2) A proposed form of the Site and Facility Lease to be entered into by the City and the Authority; and (3) A proposed form of the Lease Agreement to be entered into by the Authority and the City; and (4) A proposed form of a Purchase Contract (the "Purchase Contract") for the Bonds to be entered into by the Authority, the City and the underwriter for the Bonds; and (5) A proposed form of the Infrastructure and Parking Finance Agreement (the "Finance Agreement") to be entered into by and among the Authority, the City, Disney and The Walt Disney Company; and (6) A proposed form of the Public Parking Facilities Ground Lease (the "Parking Ground Lease") to be entered into by and between the Authority and Disney with respect to a portion of the Leased Premises; and (7) A proposed form of the Reimbursement Agreement (the "Reimbursement Agreement") to be entered into by and between the Authority, the City, The Walt Disney Company and Disney relating to credit enhancement for a portion of the Bonds; and WHEREAS, the Authority, the City and Disney expect to pay certain expenditures (the "Reimbursement Expenditures") in connection with the Public Improvements prior to the issuance of the Bonds; and WHEREAS, the Authority reasonably expects that the Bonds will be issued in an aggregate principal amount not exceeding $560,000,000 and that a portion of the proceeds of the Bonds will be used to reimburse the Reimbursement Expenditures; and WHEREAS, Section 1.150-2 of the Treasury Regulations requires the Authority to declare its reasonable official intent to reimburse prior expenditures for the Public Improvements with proceeds of a subsequent borrowing; and WHEREAS, the Community Center Authority (the "CCA") adopted its Resolution No. CCA-166 (such Resolution No. CCA-166 of the CCA being attached hereto as Exhibit A) on May 15, 1996, declaring its official intent to issue debt obligations in an aggregate principal amount not exceeding $155,000,000 to finance (and to reimburse Reimbursement Expenditures for) Public Improvements incurred in connection with the expansion of the Anaheim Convention Center; and 3 WHEREAS, the Authority and the CCA have determined that the Authority is the appropriate governmental body to issue the Bonds to finance the Public Improvements, including the Public Improvements relating to the expansion of the Anaheim Convention Center previously included within the scope of the CCA's Resolution No. CCA-166. NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The issuance of the Bonds in the aggregate original principal amount not exceeding Five Hundred Sixty Million Dollars ($560,000,000) on the terms and conditions set forth herein and in, and subject to the limitations specified in, the Indenture is hereby authorized and approved. The Bonds shall be designated the "Anaheim Public Financing Authority Lease Revenue Bonds (Anaheim Public Improvements Project)" with such further designation as shall be necessary to identify any separate series or subseries of the Bonds. The Bonds shall not constitute a general obligation of the Authority or a charge against the general assets of the Authority but shall be payable solely from, and secured solely by, the Lease Payments paid by the City under the Lease Agreement and the other funds pledged therefor pursuant to the Indenture. The Bonds shall not constitute an obligation of any member of the Authority. The Bonds will be issued from time to time in such series or subseries, in such aggregate original principal amount or amounts (subject to the limitations contained in the first sentence of this Section 1 with such limit applying to the stated principal amount of any current interest bonds and the initial principal amount of any capital appreciation bonds), will be dated such date or dates, will bear interest at such rate or rates (which interest on any series or subseries of the Bonds may be fixed or variable and tax-exempt or taxable for federal income tax purposes), will be subject to redemption, including redemption from mandatory sinking fund payments, will be issued in the form, and will be as otherwise provided in the Indenture executed and delivered pursuant to Section 2 hereof; provided, that, the stated interest rate on any Bond shall not exceed eight and one-half percent (8 1/2%) per annum and the final maturity of the Bonds shall not extend beyond forty (40) years from the effective date of the Indenture and the Bonds shall be as described in Exhibit N to the Finance Agreement. The proceeds of the sale of each series or subseries of the Bonds, including any accrued interest and premium, will be applied simultaneously with the delivery of such Bonds as provided in the Indenture. Section 2. The form, terms and provisions of the Indenture in the form presented at this meeting are hereby approved, and each member of the Board of Directors of the Authority and the Executive Director of the Authority (each such member of the Board of Directors of the Authority and the Executive Director being hereinafter referred to as an "Authorized Officer"), acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Indenture to the Trustee. The Authorized Officer executing the Indenture may approve insubstantial changes and insertions therein from the form 4 presented to this meeting, with the approval of counsel to the Authority, provided the terms of the Bonds shall be as set forth in Exhibit N to the Finance Agreement, Proposed Financing Structure, with the only variations being the number of series or subseries of Bonds and the application of the proceeds thereof (provided that the total net proceeds of the Bonds to be deposited in the Construction Fund under the Indenture shall be set forth in the Proposed Financing Structure except as provided in Sections 4.12 of the Finance Agreement). Such insubstantial changes shall include changing the designation of the Bonds, the allocation of the net proceeds of the Bonds among the series and subseries of the Bonds, the number of series or subseries of Bonds, the deposit of Bond proceeds and other moneys held under the Indenture into new subaccounts within the funds and accounts currently described in the Indenture, the establishment of funds and accounts to separately account for the proceeds of the Bonds and interest earnings thereon, any changes required by a provider of credit enhancement for the Bonds which is not inconsistent with this Resolution or the Proposed Financing Structure, any changes necessary to ensure compliance with federal tax law, the use of one or more supplemental indentures to establish the terms and conditions of a series or subseries of Bonds, the adjustment of the relative rights of senior and subordinate Bond owners, conforming changes among documents consistent with the Finance Agreement and any other insubstantial change as may be necessary to cause the same to carry out the intent of this Resolution. Such approval of an Authorized Officer shall be conclusively evidenced by such Authorized Officer's execution of the Indenture. Each of the Authorized Officers, acting alone, is hereby authorized and empowered to select the Trustee under the Indenture; provided, that, the Trustee so selected shall satisfy the criteria for a successor Trustee pursuant to the Indenture. The Bonds may be issued as a single series or as several series, and each series may contain one or more subseries with terms that differ from other Bonds of such series or subseries, all as determined by an Authorized Officer, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute by manual or facsimile signatures and deliver to the Trustee any supplement or amendment to the Indenture necessary in connection with the issuance from time to time of the Bonds in two or more series or subseries within a series and to determine the specific terms and conditions of each such series or subseries within a series, subject to the limitations on the Bonds contained in this Resolution. Section 3. The form, terms and provisions of the Site and Facility Lease in the form presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Site and Facility Lease with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 4. The form, terms and provisions of the Lease Agreement in the form presented at this meeting are hereby approved, and each Authorized Officer acting alOne, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the 1.ease Agreement with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 5. The form, terms and provisions of the Purchase Contract in the form presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver a Purchase Contract for each separate delivery of a series of Bonds or subseries within a series, which may be made from time to time with such insubstantial changes and insertions therein as are consistent with the limitations on Bonds contained in this Resolution and as may be necessary to cause the same to carry out the intent of this Resolution and are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. The Authorized Officer executing a Purchase Contract on behalf of the Authority is hereby authorized and empowered to determine the price to be paid for the Bonds pursuant to each Purchase Contract; provided, that, such price shall not be less than ninety-five percent (95 %) of the aggregate principal amount of the current interest Bonds or the initial principal amount of any capital appreciation Bonds purchased. Section 6. The form, terms and provisions of the Finance Agreement and each Exhibit thereto in the form presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Finance Agreement with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 7. The form, terms and provisions of the Parking Ground Lease in the form presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Parking Ground Lease with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 8. The form, terms and provisions of the Reimbursement Agreement in the form presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Reimbursement Agreement with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 9. Each Authorized Officer, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be prepared, one or more preliminary official statements in connection with several series of the Bonds (collectively, the "Preliminary Official Statement") in such form as shall be approved by the Authorized Officer preparing, or causing the preparation of, the Preliminary Official Statement, which Preliminary Official Statement shall be consistent in form with prior offering documents of the Authority and the City for similar transactions, and as shall also be approved by counsel to the Authority; and (ii) to prepare, or cause to be prepared, one or more final official statements in connection with several series of the Bonds (collectively, the "Official Statement") substantially in the form of the Preliminary 6 Official Statement with such insubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the applicable Bonds, and to execute and deliver the Official Statement to the underwriter for the Bonds, in each case for purposes of marketing the Bonds. Section 10. The Chairman or Vice Chairman of the Board of Directors of the Authority, and each of them, acting alone, is hereby authorized and directed to execute, by manual or facsimile signature, each of the Bonds, and the Secretary or an Assistant Secretary of the Authority, and each of them, acting alone, is hereby authorized and directed to attest, by manual or facsimile signature, thereto, in the name and on behalf of the Authority, in accordance with the Indenture and in the form set forth in the Indenture. Section 11. The Bonds of each series or subseries, when executed as provided in Section 10 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and register the Bonds so delivered by executing the appropriate Certificate of Authentication appearing thereon, and to deliver such Bonds, when duly executed, authenticated and registered, to the purchasers thereof in accordance with written instructions executed on behalf of the Authority by any Authorized Officer which instructions said Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of such Bonds to the purchaser thereof upon payment of the purchase price therefor. Section 12. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the Bonds and Public Financial Management, Inc. is hereby appointed as financial advisor to the Authority in connection with the issuance of the bonds. PaineWebber Incorporated is hereby appointed as the Senior Managing underwriter for the Bonds. Each Authorized Officer is hereby authorized and directed to approve any Co-Managing Underwriter for the Bonds. Section 13. Each Authorized Officer, acting alone, is hereby authorized and empowered to obtain credit-enhancement for the Bonds in the form of municipal bond insurance on such terms and conditions, and at such prices as shall be approved by an Authorized Officer; provided, however, that all costs of such credit-enhancement shall be paid out of the proceeds of the sale of the Bonds or shall be paid from Lease Payments paid by the City. Section 14. In making any determination with respect to the Bonds, the Indenture, the Site and Facility Lease, the lease Agreement, the Purchase Contract, the Finance Agreement, the Parking Ground Lease or the Reimbursement Agreement or in taking any other action required or authorized to be taken pursuant to this Resolution, each Authorized Officer shall be subject to the provisions of this Resolution. Section 15. The Authority hereby ratifies and endorses the CCA's Resolution No. CCA-166 as if it were the Authority's own and declares its official intent to adopt and comply with each of the terms and conditions set forth in the CCA's Resolution No. CCA-166 in connection with the financing of the portion of the costs of the Public Improvements that relate to the expansion of the Anaheim Convention Center. For purposes of establishing compliance with Section 1.150-2 of the Treasury Regulations, the Authority hereby declares its official intent to use proceeds of the Bonds to reimburse itself, the City or Disney for Reimbursement Expenditures. Proceeds of the Bonds in an amount not exceeding $155,000,000 may be used to reimburse Reimbursement Expenditures relating to the expansion of the Anaheim Convention Center that were paid no earlier than 60 days prior to May 15, 1996, and proceeds of the Bonds in an amount not exceeding $395,000,000 may be used to reimburse Reimbursement Expenditures relating to the Public Improvements other than the expansion of the Anaheim Convention Center that were paid no earlier than 60 days prior to the date of adoption of this Resolution. Section 16. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the Authority that the Preliminary Official Statement and the Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Section 17. All actions heretofore taken by the members of the Board of Directors, the officers and the agents of the Authority with respect to the issuance and sale of the Bonds are hereby approved, confirmed and ratified, and the members of the Board of Directors, the officers of the Authority and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and other documents, including without limitation any continuing disclosure agreement required by the Rule, in addition to those enumerated herein, including the preparation and distribution of any offering material, which they or counsel, to the Authority may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution. Section 18. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Finance Agreement. CHAIRMAN ANAHEIM PUBLIC FINANCING AUTHORITY ~. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTEI~ by the Board of Directors of the Anaheim Public Financing Authority this [Sth] day of October, 1996. I, the undersigned, the duly appointed, and qualified Secretary of the Anaheim Public Financing Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Board of Directors of said Authority at a duly called meeting of the Board of Directors of said Authority held in accordance with law on October 8, 1996. Secretary Board of Directors of the Anaheim Public Financing Authority 9 EXHIBIT A Resolution No. CCA-166 Community Center Authority COM~T~NITY CENTER AUTHORITY RESOLUTION NO. CCA-166 A RESOLUTION OF THE GOVERNING BOARD OF THE COM/4I/NITY CENTER AUTHORITY APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE DECLARATION OF OFFICIAL INTENT OF THE AUTHOR/TY TO REIMBURSE CERTAIN'EXPENDITURES FROM PROCEEDS OF INDEBTEDNESS WHEREAS, the Community Center Authority (the 'Issuer') intends~to acquire and construct certain improvements to the Anaheim Convention Center (the 'Project); WHEREA~,- the Issuer expects to pay certain expenditures (the 'Relmbursement~bcpenditures') in con~ection ~iththe Project .prior to the issuance of indebtedness.for the purpose of financing costs'assoCiated with the Project on a long-tel-m basis; WEER~, the Issuer reasonably expects t~t debt obligations in an amount not'expected to exceed $155,000%00 w~ll be issued and that certain of the proceeds of such deb~ oWligations will'be' used to reimburse the Reimbursement Expenditures. NOW, ~HEREFORE, BE IT RESOLVED by the Governing Board of the Community Center Authority as follows: Section 1. The Governing Board finds and determines that the foregoing recitals are true and correct. Section 2. This declaration is'made solely for purposes of establishing compliance with the requirements of section 1.150-2 of the Treasury Regulations. This declaration does not bind the I~suer to make any expenditure, incur any indebtedness, or .proceed with the Project. ~ection 3. The Governing Board hereby declares its official intent to use proceeds of indebtedness to reimburse itself for Reimbursement Expenditures. Section 4. This declaration shall take effect from and after its adoption. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Governing Board of the Community Center Authority d~ly held-on.~he 15th day of May, 1996, by the following vote: ... AYES, and in favor of, Boardmembers: Riley (Vice President), Patterson, Hostetter and Currier NOES, Boardmembers: None - ABSENT, Boardmenbers:. Schacht COMHUNITY CENTER A~ORI~ STEVE SCHACHT President PATTERSON Secretary O018945.01\smann\May 10, 1996 STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF ANAHEIM ) ) SS. I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA96-2 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 8th day of october, 1996, by the following vote ofthe members thereof: AYES: BOARD MEMBERS: Tait, Zemel, Feldhaus, Lopez, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA96-2 on the 8th day of October, 1996. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 8th day of October, 1996. SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA96-2 duly passed and adopted by the Anaheim Public Financing Authority on October 8th, 1996. SECRETARY OF THE ANAHEIM PU~-EIC FINANCING AUTHORITY