2003-203CITY OF ANAHEIM
RESOLUTION NO. 2003R- 203
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM APPROVING CERTAIN TRANSACTIONS
RELATING TO CERTAIN LRASE ARRANGEMENTS FOR
THE ARROWHEAD POND OF ANAHEIM, INCLUDING THE
REFINANCING OF CERTAIN LEASE OBLIGATIONS AND
THE ENTRY INTO A NEW FACILITIES MANAGEMENT
AGREEMENT; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DF.I.IVERY OF
SPECIFIED DOCUMENTS IN CONNECTION THEREWITH;
AND AUTHORIZING THE EXECUTION OF RELATED
DOCUMENTS AND CERTIFICATES AND THE TAKING OF
llRI,ATED ACTIONS.
WHEREAS, pursuant to that certain Site and Facility Lease (the "1993 Site Lease"),
dated as of December 1, 1993, between the City of Anaheim (the "City") and the Anaheim Public
Improvement Corporation (the "Corporation"), the City leased to the Corporation certain parcels of
real property situated in the City and the buildings and improvements thereon consisting of the
Arrowhead Pond of Anaheim (the "Leased Premises"); and
WHEREAS, pursuant to that certain Lease Agreement (the "1993 Lease"), dated as
of December 1, 1993, between the City and the Corporation, the Corporation leased the Leased
Premises to the City; and
WHEREAS, pursuant to a Trust Agreement (the "1993 Trust Agreement"), dated as
of December 1, 1993, among the City, the Corporation and BNY Western Trust Company, as
successor to the Bank of New York Trust Company of California, as trustee (the "1993 Trustee"),
the 1993 Trustee has executed and delivered certificates of participation (the "1993 Certificates")
evidencing direct, undivided fractional interests of the owners thereof in certain lease payments to
be made by the City pursuant to the 1993 Lease; and
WHEREAS, all of the 1993 Certificates will be subject to mandatory tender for
purchase pursuant to the provisions of the 1993 Trust Agreement on the date of issuance (the "2003
Closing Date") of the 2003 Bonds (as defined below); and
WHEREAS, Credit Suisse First Boston (the "Bank") has issued its direct-pay letter
of credit securing the 1993 Certificates (the "Letter of Credit"); and
WHEREAS, all of the 1993 Certificates will be purchased on the 2003 Closing Date
from a draw on the Letter of Credit; and
WHEREAS, the City desires to provide for the reimbursement to the Bank of a
portion of purchase price for the 1993 Certificates paid from such draw on the Letter of Credit on
the 2003 Closing Date (the "City Reimbursement") and Ogden Facility Management Corporation of
Anaheim ("OFM"), is to provide the balance of such reimbursement to the Bank; and
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WHEREAS, the City has further leased the Leased Premises to U.S. Bank National
Association (formerly known as State Street Bank and Trust Company of California, National
Association), as trustee (the "LILO Trustee"), pursuant to that certain Head Lease Agreement (the
"Head Lease") dated as of January 6, 1999, between the City and the LILO Trustee; and
WHEREAS, the LILO Trustee further leased the Leased Premises to the City
pursuant to that certain Sublease Agreement (the "Sublease"), dated as of January 6, 1999, between
the LILO Trustee and the City; and
WHEREAS, in connection with the Head Lease and the Sublease, the City, the
LILO Trustee, and the other parties thereto entered into that certain Participation Agreement (the
"Participation Agreement"), dated as of January 6, 1999; and
WHEREAS, the City desires to enter into certain waivers and consents with respect
to the Sublease and other related documents (the "LILO Transaction"), and, accordingly, desires to
enter into an Omnibus Agreement (the "Omnibus Agreement"), by and among the City, Anaheim
Arena Management I_,LC (the "Manager"), Bankers Commercial Corporation, AIG-FP Funding
(Cayman) Limited, AIG-FP Special Finance (Cayman) Limited, AIG Matched Funding Corp., and
the LILO Trustee, and the documents described therein; and
WHEREAS, the City desires to enter into, in addition to the Omnibus Agreement,
the following documents to which it would be a party (as each of the following is defined pursuant
to the Omnibus Agreement): the City Equity Pledge Agreement, the City Debt Pledge Agreement,
the New Financing Consent and Agreement, the Waiver and Consent Agreement, and the New
Debt Reimbursement Agreement; and
WHEREAS, the City desires to enter into arrangements in which OFM, the current
manager of the Leased Premises, will cease to manage the Leased Premises and the Manager will
commence managing the Leased Premises; and
WHEREAS, accordingly, the City desires to enter into a Termination Agreement
(the "Termination Agreement"), by and between Covanta Energy Corporation ("Covanta"), OFM
and the City to provide for the City Reimbursement, termination of certain agreements to which the
City and OFM and/or Covanta are parties and related matters (the "Termination Transaction"); and
WHEREAS, the City desires to enter into a Facilities Management Agreement (the
"Management Agreement") by and between the Manager and the City for the management of the
Leased Premises and related matters (the "Management Transaction"); and
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, dated as of January 28, 1993,
between 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, in connection with and contemporaneously with the payment of the
City Reimbursement, the Corporation and the 1993 Trustee will assign all of their respective rights,
fide and interests in, to and under the 1993 Site Lease and the 1993 Lease to the Authority pursuant
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41993-18 EJC 2
to an assignment agreement and the City, the Bank, and certain other parties will execute mutual
releases of rights under certain documents relating to the 1993 Certificates; and
WHEREAS, to obtain funds necessary to provide for the City Reimbursement and
to make certain payments in connection with the LILO Transaction, the City intends to lease the
Leased Premises to the Authority pursuant to the amendment and restatement of the 1993 Site
Lease contained in the Amended and Restated Site and Facility Lease (the "Site Lease"), by and
between the City and the Authority; and
WHEREAS, the Authority intends to lease the Leased Premises to the City pursuant
to the amendment and restatement of the 1993 Lease contained in the Amended and Restated Lease
Agreement (the "Lease Agreement") by and between the Authority and the City; and
WHEREAS, the Authority has determined to authorize and issue one or more series
of bonds (the "Bonds") payable from certain Rental Payments and designated as its Taxable Lease
Revenue Bonds (Anaheim Arena Financing Project) on the terms and conditions set forth in the
Indenture of Trust (the "Indenture") by and between the Authority and BNY Western Trust
Company (the "Trustee"); and
WHEREAS, the Authority has determined to issue an initial series of Bonds
designated as its Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A
(the "2003 Bonds") and to use the proceeds thereof to make the rental payment required under the
Site Lease which rental payment is to be applied as provided in the Indenture; and
WHEREAS, the 2003 Bonds are to be payable from, and secured by a pledge of and
lien on, the Pledged Funds (as deemed in the Indenture) and the other funds pledged pursuant to the
Indenture; and
WHEREAS, HS Partners Holdings III, L.P. (the 'q%rchaser"), desires to purchase
the 2003 Bonds from the Authority on the terms and conditions set forth in that certain Bond
Purchase Agreement among the Authority, the City and the Purchaser (the "Bond Purchase
Agreement"); and
WHEREAS, the City is a member of the Authority and the Leased Premises are
located within the boundaries of the City; and
WHEREAS, on this date, the City held a public he_~fing on the financing of the
Leased Premises through the issuance of the 2003 Bonds in accordance with Section 6586.5 of the
Act, which hearing was held at City Council Chamber, City Hall East, 200 South Anaheim
Boulevard, Anaheim, California; and
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such heating
was published once at least five days prior to the heating in The Orange County Register, a
newspaper of general circulation in the City; and
WHEREAS, it is in the public interest and for the public benefit that the City
authorize and direct execution of those documents specified below and any other documents
necessary or advisable to implement and consummate the transactions contemplated by the
Indenture, the Site Lease, the Lease and the LILO Transaction; and
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WHEREAS, forms of the documents below specified have been filed with the City
Clerk of the City (the "City Clerk") and the members of the City Council, with the aid of its staff,
have reviewed said documents; and
WHEREAS, upon adoption of this Resolution all acts, conditions and things
required by the laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the consummation of the transactions authorized
hereby do exist, have happened and have been performed in rega~lav and due time, form and manner
as requited by law, and the City is now duly authorized and empowered, pursuant to each and every
requirement of law, to consummate such transactions for the purpose, in the manner and upon the
terms herein provided;
as follows:
NOW, THEREFORE, it is hereby DETERMINED, RESOLVED and ORDERED
Section 1. The issuance of the 2003 Bonds on the terms set forth in the Lease
Agreement and the Indenture, the LILO Transaction, the Termination Transaction, the
Management Transaction and all of the actions contemplated by the documents set forth below are
hereby approved and authorized. The documents set forth below are hereby approved, and each of
the Mayor, the City Manager, the City Treasurer, and the Finance Director (each such officer being
hereinafter referred to as an "Authorized Officer"), severally, is hereby authorized and empowered
to execute said documents by manual or facsimile signature and deliver said documents, in
substantially the forms on file with the City Clerk, with such changes, insertions and deletions as are
approved by the City Attorney and the Authorized Officer executing such document, such approval
to be conclusively evidenced by the execution thereof, and the City Clerk is hereby authorized and
directed to attest to such Authorized Officer's signature:
(a) the Site Lease; and
(b) the Lease Agreement; and
(c) the Omnibus Agreement; and
(d) the City Equity Pledge Agreement; and
(e) the City Debt Pledge Agreement; and
(f) the New Financing Consent and Agreement; and
(g) the Waiver and Consent Agreement; and
(h) the New Debt Reimbursement Agreement; and
(i) the Termination Agreement; and
(j) Quitclaim Deed in favor of the City; and
(k) the Management Agreement; and
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(1) the Bond Purchase Agreement.
Section 2. All actions taken by any member of the City Council or any officer or
employee of the City with respect to the documents approved above and the actions contemplated
by said documents and the LILO Transaction, the Termination Transaction and the Management
Transaction ate hereby approved, continued and ratified, and the members of the City Council, the
officers and employees of the City and their authorized deputies and agents ate hereby authorized
and directed, acting severally, to execute such other a~eements, documents and certificates, and to
take such other actions, including p~oviding security agreements or a~angements, estoppel
certificates, amendments, reaffirmations and restatements of other related agreements, releases, non-
disturbance agreements and closing documents in connection with the documents appwved above
and the actions contemplated by said documents, the LILO Transaction, the Termination
Transaction, the Management Transaction and the 2003 Bonds which they or the City Attorney may
deem necessary or advisable in order to consummate the issuance, sale and delivery of the 2003
Bonds and the closing and performance by the City of the LILO Transaction, the Termination
Transaction and the Management Transaction and to othenvise effectuate the purposes of the
documents authorized by this Resolution.
Section 3. This City Council determines that use of the Act to assist the City in
financing the Leased Premises th_tough the issuance of the 2003 Bonds as contemplated by this
Resolution and the documents authorized hereby will result in significant public benefits to the
citizens of the City (1) in refinancing the costs of certain improvements to the Arrowhead Pond of
Anaheim because it is expected that such use will result in demonstrable savings in effective interest
rate, bond underwriting and bond issuance costs, and (2) in employment benefits from undertaking
the project in a timely fashion.
Section 4. This Resolution shall take effect mediately upon its adoption.
The FOREGOING RESOLUTION was
of the City of Anaheim this 4th day of November, 2003.
By
appj~ed and adopted by the City Council
ANAHEIM
Attest:
CITY CL~_iRK O~ THE CITY OF ANAHEIM
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41993-18 E.IC 5
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 2003R-203 was introduced and adopted at a regular meeting provided by law, of
the Anaheim City Council held on the 4th day of November 2003, by the following vote of the
members thereof:
AYES:
MAYOR/COUNCIL MEMBERS:
Pringle, Tait, Chavez, Hernandez, McCracken
NOES: MAYOR/COUNCIL MEMBERS: None
ABSTAINED: MAYOR/COUNCIL MEMBERS:
None
ABSENT: MAYOR/COUNCIL MEMBERS: None
~TY CLEI~'K OF THE CITY OF ANAHEIM
(SEAL)