92-0011100~60 JHHW:BOQ:rhc 12/19~91
12/20~91
12/23~91
CITY OF ANAHEIM. CALIFORNIA
RESOLUTION NO. 92R-
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF CERTAIN LEASE FINANCING DOCUMENTS RELATING TO THE
REFINANCING OF ANAHEIM CONVENTION CENTER BETTERMENT III AND
THE FINANCING OF ANAHEIM CONVENTION CENTER BETTERMENT IV,
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING
THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A
CERTIFICATE PURCHASE AGREEMENT AND AUTHORIZING AND
DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Anaheim, California (the "City"), as follows:
WHEREAS, the City, working together with the Community Center Authority (the
"Authority"), is proposing to proceed with one or more lease financings;
WHEREAS, in connection therewith, the City proposes to refinance the construction of
certain improvements ("Betterment II1") to the Anaheim Convention Center (the "Convention
Center") by providing for the defeasance of the Authority's Revenue Bonds, Series E, issued in
the principal amount of $64,635,000, of which $63,975,000 aggregate principal amount is currently
outstanding (the "Series E Bonds"), issued by the Authority to finance Betterment III;
WHEREAS, in connection therewith, the City proposes to finance the acquisition,
construction, installation and equipping of certain improvements ("Betterment IV") to the
Convention Center;
WHEREAS, the City Council has, on November 19, 1991, heretofore adopted Resolution
No. 91R-317, for the purpose of authorizing and directing the execution of various financing
documents in connection with the execution, sale and delivery of certificates of participation to
refinance Betterment III;
WHEREAS, the City Council has, on December 17, 1991, heretofore adopted Resolution
No. 91R-330, for the purpose of authorizing and directing the execution of various financing
documents in connection with the execution, sale and delivery of certificates of participation to
finance Betterment IV; and
WHEREAS, the City staff, in consultation with the financial advisor to the City, has
determined that it is in the best financial interest of the City, in the public interest and for the public
benefit that the City combine the refinancing contemplated for Betterment III with the financing
contemplated for Betterment IV, and to authorize the necessary procedures to consummate such
a combined transaction;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The combination of the refinancing contemplated for Betterment III with the
financing contemplated for Betterment iV is hereby approved. The execution, sale and delivery of
certificates of participation to accomplish both the refinancing of Betterment III and the financing of
Betterment IV (the "Combined Certificates of Participation") is hereby authorized.
Section 2. The approval of the documents relating to the refinancing of Betterment III, and
authorization for the execution thereof, is hereby ratihed and confirmed, with such changes,
insertions and omissions as may be determined necessary by the Finance Director to incorporate
therein the provisions required to facilitate the financing of Betterment IV.
Section 3. The Finance Director is hereby authorized to execute a Purchase Agreement,
between Merrill Lynch & Co. (the "Underwriter"), in substantially the form previously approved in
connection with the approval of the refinancing of Betterment III, with such changes, insertions
and omissions as may be determined necessary by the Finance Director to incorporate therein the
provisions required to facilitate the financing of Betterment IV, so long as (a) the lease payments
attributable to the refinancing of Betterment III, to be paid under the Lease Agreement previously
authorized, as compared to the principal of and interest on the Series E Bonds, results in a net
present value savings of not less than 4-1/2% of the par amount of the outstanding Series E
Bonds, (b) the statedterm of the Lease Agreement does not exceed thirty-five (35) years, (c) the
principal amount of the Lease Agreement relating to Betterment IV does not exceed $20,000,000,
(d) the average interest rate payable under the Lease Agreement with respect to lease payments
attributable to the f!nancing of Betterment IV does not exceed nine percent (9%) per annum, and
(e) the Underwriter s discount does not exceed .960%.
Section 4. The approval of the Preliminary Official S!atement relating to the refinancing of
Betterment III, and authorization for the execution thereof, ~s hereby ratified and confirmed, with
such changes, insertions and omissions as may be determined necessary by the Finance
Director to ~ncorporate therein the provisions required to facilitate the financing of Betterment IV;,
The City Council authorizes and directs the Finance Director, on behalf of the City, to deem "final
pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary
Official Statement prior to its distribution by the Underwriter. The Preliminary Official Statement is
approved for distribution in connection with the offering and sale of the Combined Certificates of
Participation.
Section 5. The Mayor, the City Manager, the City Treasurer or the Finance Director is
authorized and directed to ?use the Preliminary O,ff,,icial Statement to be brought into the form of a
final official statement (the ' Final Official Statement ) and to execute said Final Official Statement,
dated as of the date of the sale of the Combined Certificates of Participation, and a statement that
the facts contained in the Final Official Statement, and any supplement or amendment thereto
(which shall be deemed an original part thereof for the purpose of such statement) were, at the
time of sale of the Combined Certificates of Participation, true and correct in all material .respects
and that the Final Official Statement did not, on the date of sale of the Combined Certifmates of
Participation, and does not, as of the date of delivery of the Combined Certificates of
Participation, contain any untrue statement of a material fact with respect to the City or omit to
state material facts with respect to the City required !o be stated where necessary to make any
statement made therein not misleading in light of the c~rcumstances under which it was made. The
Mayor, the City Manager, the City Treasurer or the Finance Director shall take such further actions
prior to the signing of the Final Official Statement as are deemed necessary or appropriate to
verify the accuracy thereof. The execution of the Final Official Statement, which shall include such
changes and additions thereto deemed advisable by the Mayor, the City Manager, the City
Treasurer or the Finance Director and such information permitted to be excluded from the
Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval
of the Final Official Statement by the City.
Section 6. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Combined Certificates of Participation.
Section 7. The Finance Director is hereby authorized and directed to execute an
a~reement for financial advisory services relating to the Combined Certificates of Participation
w~th Seidler-Fitzgerald Public Finance, as financial advisor, in replacement of the agreements for
financial advisory services previously approved in connection wit,h the separate authorizations
for the Betterment III refinancing and the Betterment IV financing, so long as the fee paid
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thereunder is less than the total of such fees as would have been paid under such separate
agreements.
Section 8. The Finance Director is hereby authorized and directed to execute an
agreement for legal services relating to the Combined Certificates of Participation with Jones Hall
Hill & White, A Professional Law Corporation, as special legal counsel, in replacement of the
agreements for legal services previously approved in connection with the separate authorizations
for the Betterment Ill refinancing andthe Betterment IV financing, s,o long as the fee paid
thereunder is less than the total of such fees as would have been pa~d under such separate
agreements.
Section 9. The Mayor, the City Manager, the City Treasurer, the Finance Director, the
City Clerk and all other appropriate officials of the City are hereby authorized and directed to
execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the financing herein authorized.
Section 10. This Resolution shall take effect upon its adoption by this City Council.
The FOREGOING RESOLUTION was approved and adopted by the City Council of
the City of Anaheim this 7th day of January, 1992, by the following vote:
CMAYOR OF THE CITY~F ANAHEIM
Attests:
CITY CLERK OF TFi~ CITY OF ANAHEIM'---
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STATE OF CALIFORNIA
ORANGE CITY
CiTY OF ANAHEIM
I, LEONO,RA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the
foregoing Resolution No. 92R-_ _ ]- was introduced and adopted at a regular meeting provided by
law of the City Council of the City of Anaheim held on the 7th day of January, 1992, by the
following vote of the members thereof:
AYES: COUNCIL MEMBERS: Ehrle, Pickler, Daly and Hunter
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Simpson
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution
No. 92R- 1 onthe 7~-~ dayof .Tant~ry ,1992.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
City of Anaheim this 8th day of January ,1992.
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the
foregoing is the original of Resolution No. 92R- 1 duly passed and adopted by the Anaheim
City Council on January 7, 1992.
CITY CLERK OF THE CITY OF ANAI-I"EIM