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RES-2014-046RESOLUTION NO. 2014-046 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF CERTAIN DOCUMENTS RELATING TO THE ISSUANCE OF BONDS BY THE ANAHEIM PUBLIC FINANCING AUTHORITY AND OTHER MATTERS RELATING THERETO WHEREAS, the City of Anaheim, California (the "City ") owns and operates the Anaheim Convention Center; and WHEREAS, the City has determined to make certain additions and improvements to the Anaheim Convention Center constituting the 2014 Project (capitalized terms used herein but not otherwise defined shall have the meanings given such terms in the Indenture mentioned below) and has requested the Anaheim Public Financing Authority's (the "Authority ") assistance in financing the costs of the 2014 Project; and WHEREAS, the City has previously entered lease transactions in connection with additions and improvements to the Anaheim Convention Center and other City assets pursuant to which certain outstanding securities, consisting of the 1992 Certificates, the 1993 Certificates, the 2002 Bonds and the 2010 Note (collectively, the "Prior Obligations ") remain payable from lease payments to be made by the City; and WHEREAS, the City has requested the Authority's assistance in financing the costs of the 2014 Project; and WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue its bonds and notes for the purpose of financing the costs of capital improvements, such as the 2014 Project, for a local agency such as the City; and WHEREAS, the City has determined to provide for the refunding of the Prior Obligations; and WHEREAS, the Authority is authorized pursuant to the Refunding Act to issue bonds for the purpose of refunding the Prior Obligations; and WHEREAS, in connection with the financing of the 2014 Project and the refunding of the Prior Obligations, the City has determined to lease certain Anaheim Convention Center property described in the Site Lease (the "Leased Property ") to the Authority pursuant to a Site and Facility Lease (the "Site Lease ") with the Authority, and, on the terms and conditions set forth in a Lease Agreement (the "Lease Agreement ") with the Authority, the City has determined to lease the Leased Property back from the Authority; and OHSUSA:756113024.3 WHEREAS, the Authority has agreed to authorize and issue one or more series of lease revenue bonds (the "Bonds "), on the terms and conditions set forth in an Indenture of Trust (the "Indenture "), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee "), to pay the costs of the 2014 Project, including the costs of issuance of the Bonds, and to refund all of the outstanding Prior Obligations; WHEREAS, there is on file with the City Clerk of the City (the "City Clerk ") the following: (1) a proposed form of the Site Lease to be entered into by the City and the Authority in connection with the Leased Property; (2) a proposed form of the Lease Agreement to be entered into by the City and the Authority in connection with the Leased Property; (3) a proposed form of a Purchase Contract (the "Purchase Contract ") for the purchase of the Bonds to be entered into by the Authority, the City and Citigroup Global Markets Inc., as representative of the underwriters of the Bonds; (4) a proposed form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement ") to be entered into by the City and U.S. Bank National Association, as dissemination agent for the Bonds; (5) a proposed form of Preliminary Official Statement (the "Preliminary Official Statement ") to be used in connection with the offering of the Bonds; (6) a proposed form of Escrow Agreement (the "1992 Escrow Agreement ") to be entered into by the City and U.S. Bank National Association in connection with the refunding of the outstanding 1992 Certificates; (7) a proposed form of Escrow Agreement (the "1993 Escrow Agreement ") to be entered into by the City and U.S. Bank National Association in connection with the refunding of the outstanding 1993 Certificates; (8) a proposed form of Escrow Agreement (the "2002 Escrow Agreement ") to be entered into by the City and The Bank of New York Mellon Trust Company, N.A. in connection with the refunding of the outstanding 2002 Bonds; and (9) a proposed form of Escrow Agreement (the "2010 Escrow Agreement ") to be entered into by the City and Wells Fargo Bank, National Association in connection with the refunding of the outstanding 2010 Note. OHSUSA:756113024.3 2 WHEREAS, it is in the public interest and for the public benefit that the City make certain findings in connection with the issuance of the Bonds by the Authority, approve and authorize certain actions and documents in connection with the leasing of the Leased Property and the authorization, issuance and sale of the Bonds as provided in this Resolution; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: Section 1 . The leasing of the Leased Property to the Authority by the City pursuant to the Site Lease, and the terms and provisions of the Site Lease in substantially the form on file with the City Clerk are hereby approved. Each of the Mayor, the City Manager, the City Treasurer and the Finance Director (each an "Authorized Officer "), acting alone, is hereby authorized and empowered to execute and deliver the Site Lease. The Authorized Officer executing the Site Lease may include in the executed Site Lease any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Site Lease. Section 2 . The leasing of the Leased Property by the City from the Authority pursuant to the Lease Agreement, and the terms and provisions of the Lease Agreement in substantially the form on file with the City Clerk are hereby approved. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Lease Agreement. The Authorized Officer executing the Lease Agreement may include in the executed Lease Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Lease Agreement. Section 3 . The terms and provisions of the Purchase Contract in substantially the form on file with the City Clerk are hereby approved for each series of Bonds. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Purchase Contract for each series of Bonds. The Authorized Officer executing the Purchase Contract may include in the executed Purchase Contract any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by an Authorized Officer's execution and delivery of the Purchase Contract. The purchase price of each series of Bonds shall not be less than 95% of the aggregate principal amount of the Bonds of such series, the underwriter's discount cannot exceed 1% of the aggregate principal amount of the Bonds of such series and the stated interest rate on any Bond shall not exceed 8% per annum. Section 4 . The terms and provisions of the Continuing Disclosure Agreement in substantially the form on file with the City Clerk are hereby approved. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Continuing OHSUSA:7561 1 3 024.3 3 Disclosure Agreement in connection with the issuance of the Bonds. The Authorized Officer executing the Continuing Disclosure Agreement may include in the executed Continuing Disclosure Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Continuing Disclosure Agreement. Section 5 . Each Authorized Officer, acting alone, is hereby authorized and empowered to prepare, or cause to be prepared, a Preliminary Official Statement in connection with the Bonds in substantially the form on file with the City Clerk. The Authorized Officer deeming the Preliminary Official Statement final pursuant to Section 6 hereof may include in the final Preliminary Official Statement delivered in connection with the Bonds any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's certification that the Preliminary Official Statement is so deemed final. Each Authorized Officer, acting alone, is hereby authorized and empowered to prepare, or cause to be prepared a final official statement in connection with the Bonds (the "Official Statement ") substantially in the form of the Preliminary Official Statement delivered in connection with the Bonds with such changes, insertions or deletions therein as may be approved by the Authorized Officer executing the Official Statement and the City Attorney, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the Bonds, and to execute and deliver the Official Statement to the underwriter for the Bonds. Section 6 . Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the City that the Preliminary 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, as amended. Section 7 . The terms and provisions of the 1992 Escrow Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the 1992 Escrow Agreement. The Authorized Officer executing the 1992 Escrow Agreement may include in the executed 1992 Escrow Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the 1992 Escrow Agreement. Section 8 . The terms and provisions of the 1993 Escrow Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the 1993 Escrow Agreement. The Authorized Officer executing the 1993 Escrow Agreement may include in the executed 1993 Escrow Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, OHSUSA:756113024.3 4 such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the 1993 Escrow Agreement. Section 9 . The terms and provisions of the 2002 Escrow Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the 2002 Escrow Agreement. The Authorized Officer executing the 2002 Escrow Agreement may include in the executed 2002 Escrow Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the 2002 Escrow Agreement. Section 10 . The terms and provisions of the 2010 Escrow Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the 2010 Escrow Agreement. The Authorized Officer executing the 2010 Escrow Agreement may include in the executed 2010 Escrow Agreement any changes, insertions or deletions therein from the form on file with the City Clerk, which are approved by such Authorized Officer and the City Attorney, such approval of the Authorized Officer and the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the 2010 Escrow Agreement. Section 11 . The City hereby approves the appointment of. (i) Orrick, Herrington & Sutcliffe LLP as bond counsel for the Bonds; (ii) Public Financial Management, Inc. as financial advisor to the Authority in connection with the issuance of the Bonds; and (iii) Citigroup Global Markets Inc., De La Rosa & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank N.A., as the underwriters for the Bonds. Section 12 . The City Council hereby approves the financing of the 2014 Project through the issuance of the Bonds by the Authority and hereby finds and determines that the 2014 Project will be located within the City and that the financing of the 2014 Project through the issuance of the Bonds and the application of the proceeds thereof as provided in the Indenture will provide significant public benefits in accordance with the criteria specified in Section 6586 California Government Code in that there are demonstrable savings in effective interest rate, significant reductions in effective user charges levied by the City, and employment benefits from undertaking the 2014 Project in a timely fashion. Section 13 . The City hereby approves the terms and provisions of the Indenture. Section 14 . In making any determination with respect to the Bonds, the Indenture, the Lease Agreement, the Site Lease, the Purchase Contract, the Continuing Disclosure Agreement, the 1992 Escrow Agreement, the 1993 Escrow Agreement, the 2002 Escrow Agreement or the 2010 Escrow 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. OHSUSA:756113024.3 5 Section 15 . All actions heretofore taken by the officers and employees of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified and the Authorized Officers, other officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, severally, to do any and all things and to execute and deliver any and all certificates and documents, including without limitation amending the City budget to take the transactions set forth above into account, in addition to those enumerated herein, including the preparation and distribution of any additional offering material for the Bonds, which any such officer and the City Attorney may deem necessary or advisable in order to assist the Authority with the issuance, sale and delivery of the Bonds and to otherwise effectuate the purposes of this Resolution. Section 16 . This Resolution shall take effect from and after its adoption. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 11 th day of March, 2014, by the following roll call vote: AYES: Council Members Murray, Eastman, Brandman and Kring NOES: Mayor Tait ABSENT: None ABSTAIN: None CITY OF AN MAYOR PRO TEM OF THE CITY OF ANAHEIM ATTEST: 9��q5� — CITY CLERK OF THE CITY OF ANAHEIM OHSUSA:756113024.3 6