96-179 CITY OF ANAHEIM. CALIFORNIA
RESOLUTION NO. 96R- 179
RF~OLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF CERTAIN DOCUMENTS RELATING TO THE FINANCING
OF AN EXPANSION TO ANAHEIM CONVENTION CENTER, CONSTRUCTION OF
A PUBLIC PARKING FACILITY AND CONSTRUCTION OF CERTAIN OTHER
INFRASTRUCTURE IMPROVF_,MENTS, AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
WHEREAS, the City of Anaheim, California (the "City"), working together with the
Anaheim Public Financing Authority (the "Authority"), is proposing to proc~.xl with a lease
financing; and
WHEREAS, in connection therewith, the Authority proposes to finance the
acquisition, construction, installation and equipping of an expansion to the Anaheim
Convention Center, a public parking facility and certain other infrastructure improvements
(collectively, the "Public Improvements") with the proceeds of a bond issue (the "Bonds");
and
WHEREAS, the Bonds are to be payable from lease payments to be made by the City
pursuant to a 1.ease Agreement; and
WHEREAS, the City, the Authority, Wait Disney World Co., a Delaware corporation
("Disney") and The Walt Disney Company, a Delaware corporation ("The Wait 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 Finance Agreement
(the "Finance Agreement"); 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, there has been presented to this Council forms of the Finance Agreement
including the Exhibits thereto, as well as the Site and Facility I_ease, the Purchase Contract
relating to the Bonds and other related documents prepared in connection with the proposed
financing, and it is in the public interest and for the public benefit that the City authorize and
direct execution of these documents and any other documents necessary to implement the
financing; and
WHEREAS, the documents below specified have been filed with the City and the
members of the City Council, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, the City Council of the City of Anaheim resolves as follows:
Section 1. The documents set forth below are hereby approved, and each of the
Mayor, the City Manager, the City Treasurer and the Finance Director is hereby authorized
and directed to execute said documents, in substantially the form on file with the City Clerk,
with such insubstantial changes, insertions and deletions as may be necessary to carry out the
intent of this Resolution and as are approved by the City Attorney and the official 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 official's signature:
(a) the Finance Agreement, relating to the financing and construction of the Public
Improvements, by and among the City, the Authority, Disney and The Walt Disney
Company;
Co) the Site and Facility Lease by and between the City, as lessor, and the
Authority, as lessee;
(c) the Lease Agreement, relating to certain land and improvements, by and
between the Authority, as lessor, and the City, as lessee;
(d) the Public Parking Facilities Operating Lease relating to the Public Parking
Facilities, by and between the City and Disney;
(e) the Construction Management Agreement, relating to the construction
management of certain of the Public Improvements, by and between the City and Disney;
(f) the Reimbursement Agreement, relating to the payment of the costs of the
Public Improvements, by and among the City, the Authority, the bond trustee, Disney and
The Walt Disney Company;
(g) the Purchase Contract, relating to the sale of the Bonds, by and among the
Authority, the City and the Underwriters for the Bonds; and
(h) the Continuing Disclosure Agreement, relating to the City's continuing
disclosure obligations with respect to the Bonds, between the City and the bond trustee.
2
Section 2. Each of the Mayor, the City Manager, the City Treasurer and the Finance
Director, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be
prepared, information concerning the City, its operations and finances for inclusion in one or
more preliminary official statements in connection with several series or subseries of Bonds
(collectively, the "Preliminary Official Statement") in such form as shall be approved by the
official 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 City for similar transactions, and as shall also be approved by the City Attorney; and
(ii) to prepare, or cause to be prepared, information concerning the City, its operations and
finances for inclusion in one or more final official statements in connection with the several
series or subseries of Bonds (collectively, the "Official Statement") substantially in the form
of the Preliminary 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 the City Attorney. Each of the Mayor, the City Manager, the City Treasurer
and the Finance Director, acting alone, is hereby authorized and empowered to deliver the
Preliminary Official Statement to the underwriters for the Bonds, and to execute and deliver
the Official Statement to the underwriters for the Bonds, in each case for puq>oses of
marketing the Bonds.
Section 3. Each of the Mayor, the City Manager, the City Treasurer and the Finance
Director, acting alone, is hereby authorized and empowered to certify on behalf of the City
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 4. All actions taken by any officer or agent of the City with respect to the
documents approved above and lease financing are hereby approved, confirmed and ratified,
and 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, and to take such other actions, as may be
necessary to effect the purposes of this resolution and the lease financing herein authorized.
Section 5. This Council determines that there are significant public benefits in
financing the Public Improvements under the Indenture with Bond proceeds in that there will
be demonstrable savings in effective interest rate, bond underwriting and bond issuance costs
in analyzing the structure for the Bonds described in the Indenture and that there will be
employment benefits from undertaking the Public Improvements in a timely fashion in that
the completion of the Public Improvements other than the Convention Center Expansion, are
necessary for the completion of the Convention Center Expansion and The Disneyland Resort
Project which are expected to provide over 14,000 jobs in the Anaheim area and over 8,100
jobs within the City of Anaheim.
Section 6. Capitalized terms used herein and not otherwise defined shall have the
meanings given such terms in the Finance Agreement.
Section 7. This resolution shall take effect upon its adoption by this City Council.
The FOREGOING RESOLUTION is approved and adopted by the City Council of
the City of Anaheim this 8th day of October, 1996.
/~ CITY OFA~~N ~
MAWR( OF THE
ATTEST:
CITY CLERK OF THE CITY OF ANAHEIM
STATE Of CALIFORNIA )
COUNTY Of ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 96R-179 was introduced and adopted at a regular meeting provided by law, of
the Anaheim City Council held on the 8th day of October, 1996, by the following vote of the
members thereof:
AYES: MAYOR/COUNCIL MEMBERS: Tait, Zemel, Feldhaus, Lopez, Daly
NOES: MAYOR/COUNCIL MEMBERS: None
ABSENT: MAYOR/COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution
No. 96R-179 on the 8th day of October, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City
of Anaheim this 8th day of October, 1996.
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. 96R-179 was duly passed and adopted by the City Council of
the City of Anaheim on October 8th, 1996.
CITY CLERK OF THE CITY OF ANAHEIM