RES-2014-140 RESOLUTION NO. 2014 140
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM, CALIFORNIA, APPROVING,
AUTHORIZING AND DIltECTING THE EXECUTION OF
CERTAIN DOCUMENTS (AS DESCRIBED AND
IDENTIN�ED IN TffiS RESOLUTIOl� RELATING TO THE
ISSUANCE OF BONDS BY THE ANAHEIM HOUSING AND
PUBLIC IlViPROVEMENTS AUTHORITY (ISSUANCE OF
THE AUTHORITY NOT TO EXCEED $300,OOQ,000
AGGREGATE PRINCIPAL AMOUNT), AND OTHER
MATTERS RELATING THERETO; MAII�NNG FINDINGS OF
SIGNIFICANT PUBLIC BENEFITS; DETERNIINING SUCH
ACTIONS ARE EXEMPT FROM THE ENVIRONMENTAL
QUALITY ACT (CEQA) PURSUANT TO CEQA
GUIDELINES SECTIONS 15060(c)(3), 15378(b)(4) AND
15378(b)(5); AND DETERMINING THAT THE
PREVIOUSLY-CERTIFIED FINAL SUPPLEMENTAL
ENVIRONMENTAL IMPACT REPORT NO. 2008-00340 (AS
DESCRIBED IN THIS RESOLUTION) SERVES AS THE
APPROPRIATE ENVIRONMENTAL DOCUMENTATION
FOR THE PROPOSED ACTIONS
WHEREAS, the City of Anaheim (the "City") owns and operates the Anaheim
Convention Center; and
WHEREAS, on September 20, 1994, the City Council adopted the Anaheim
Resort Specific Plan and in support thereof, certified Master Environmental Impact Report
("MEIR No. 313"); and
WHEREAS, by Resolution No. 2012-158, the City Council certified Final
Supplemental Environmental Impact Report No. 2008-00340 ("Final EIR No. 340") for various
entitlements and actions referenced therein, including, inter alia, entitlements permitting the
maximum build-out of the Anaheim Resort Specific Plan, including an increase of up to 406,359
square feet of convention center space; and
WHEREAS, the City desires to provide for the fmancing of the Costs
(capitalized terms used herein and not otherwise defined shall have the meanings given such
terms pursuant to the Indenture mentioned below) of an expansion to the Anaheim Convention
Center constituting the 2014 Project and the refinancing of the Refinanced Capital
Improvements; and
WfIEREAS, the City has requested the assistance of the Anaheim Housing and
Public Improvements Authority (the "Authority") in providing for the fmancing of the Costs of
the 2014 Project and the refinancing of the Refinanced Capital Improvements; and
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WHEREAS, in connection with the fina.ncing of the Costs of the 2014 Project
and the refinancing of the Refinanced Capital Improvements, the City proposes to lease the
Leased Premises to the Authority pursuant to the Site Lease; and
WHEREAS, in connection with the financing of the Costs of the 2014 Project
and the refinancing of the Refmanced Capital Improvements, the Authority proposes to lease the
Leased Premises to the City pursuant to the Lease Agreement; and
VVI�REAS, the Authority has agreed to provide funds to finance the Costs of
the 2014 Project and to refinance the Refmanced Capital Improvements by issuing its 2014
Bonds pursuant to an Indenture of Trust between the Authority and U.S. Bank National
Association (the "Indenture"); and
WHEREAS, the Authority's Bonds are payable only from Revenues to the
Authority and the other funds pledged therefor pursua.nt to the Indenture; and such Authority
Bonds do not constitute an indebtedness or general obligation of the City as sta.ted in that certain
Resolution of the Authority adopted of even date with this Resolution; and
WHEREAS, there is on file with the City Clerk of the City ("City Clerk") the
following:
(1) A proposed form of the Indenture;
(2) A proposed form of the Site Lease;
(3) A proposed form of the Lease Agreement;
(4) A proposed form of a Purchase Contract (the "Purchase Contract") for the
purchase of the 2014 Bonds to be entered into by the Authority, the City and
Citigroup Global Markets Inc., as representative of the underwriters of the
2014 Bonds; and
(5) A proposed form of Preliminary Official Statement (the "Preliminary Official
Statement") to be used in connection with the offering of the 2014 Bonds;
(6) A proposed form of the 1992 Escrow Agreement in connection with the
refinancing of certain of the Refinanced Capital Improvements;
(7) A proposed form of the 1993 Escrow Agreement in connection with the
refinancing of certain of the Refinanced Capital Improvements; and
(8) A proposed form of the 2002 Escrow Agreement in connection with the
refinancing of certain of the Refinanced Capital Improvements; and
(9) A proposed form of the Continuing Disclosure Agreement in connection with
the 2014 Bonds (the "Continuing Disclosure Agreement").
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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 2014 Bonds by the Authority,
approve and authorize certain actions and documents in connection with the leasing of the
Leased Premises and the authorization, issuance and sale of the 2014 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 Premises to the Authority by the City as
provided in the Site Lease and the leasing of the Leased Premises by the City from the Authority
pursuant to the Lease Agreement are hereby authorized and approved.
Section 2. The terms and provisions of each of the Site Lease, the Lease Agreement,
the Purchase Contract, the 1992 Escrow Agreement, the 1993 Escrow Agreement, the 2002 Escrow
Agreement, and the Continuing Disclosure Agreement (collectively, the "Financing Documents") in
substantially the form on file with the Ciry Clerk, are hereby approved, and each of the Mayor, the
Mayor Pro Tem, the City Manager, the City Treasurer and the City Finance Director (each
hereinafter refened to as an"Authorized Officer"), acting alone, is hereby authorized and
empowered to execute and deliver each of the Financing Documents by and on behalf of the
Authority. It sha11 not be necessary for the same Authorized Officer to execute all of the Financing
Documents. The Authorized Officer executing a Financing Document may include in the executed
Financing Document any changes, insertions or deletions therein from the form on file with the City
Clerk, which are consistent with this Resolu�ion and 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 Financing Document.
Section 3. Each Authorized Officer acting alone is hereby authorized and
empowered to execute and deliver a separate Purchase Contract for each series of 2014 Bonds.
The Authorized Officer executing a Purchase Contract on behalf of the City for a
series of 2014 Bonds is hereby authorized and empowered to deternvne the price to be paid for the
2014 Bonds of such series pursuant to such Purchase Contract; provided, that, such price shall not be
less than 95% of the aggregate principal amount of the 2014 Bonds of such series and the
underwriter's discount shall not exceed 1% of the aggregate principal amount of the 2014 Bonds of
such series.
Section 4 . 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 2014 Bonds in substantially the form on file with the City Clerk. The Authorized Officer
deeming the Preliminary Official Staxement final pursuant to Section 8 hereof may include in the
final Preliminary Official Sta.tement delivered in connection with the 2014 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
Ciry Attorney to be conclusively evidenced by such Authorized Off'icer's certification that the
Preliminary Official Statement is so deemed final. Each Authorized Officer, acting alone, is
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hereby authorized and empowered to prepare, or cause to be prepared a final official statement in
connection with the 2014 Bonds (the "Official Statement") substantially in the form of the
Preliminary Official Statement delivered in connection with the 2014 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 of the Authorized Officer and the City
Attorney to be conclusively evidenced by such Authorized Off'icer's execution and delivery
thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver
(including delivery in electronic format) the Preliminary Official Statement to the underwriters
for the 2014 Bonds, and to execute and deliver (including delivery in electronic form) the
Official Statement to the underwriters for the 2014 Bonds.
Section 5. The City Council hereby approves the fmancing of the 2014 Project and
the refinancing of the Refmanced Capital Improvements through the issuance of the Bonds by the
Authority and hereby finds and determines that the 2014 Project will be, and the Refinanced Capital
Improvements are, located within the City and that the financing of the 2014 Project and the
refmancing of the Refinanced Capital Improvements 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 savi.ngs in effective interest rate, significant reductions in effective user
charges levied by the City, and employment benefits from undertaking the 2014 Project and the
refinancing of the Refmanced Capital Improvernents in a tunely fashion.
Section 6. The City hereby approves the appointment of Orrick, Herrington &
Sutcliffe LLP as bond counsel for the 2014 Bonds and Public Financial Management, Inc. as
financial advisor in connection with the issuance of the 2014 Bonds. The City hereby approves the
appointment of Citigroup Global Markets Inc., Stifel, Nicolaus & Company, Incorporated, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank, N.A., as the underwriters for
the 2014 Bonds.
Section 7. In making any deternlination with respect to the 2014 Bonds, the
Indenture, the Lease Agreement, the Site Lease or the Purchase Contract, 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 8. Each Authorized Officer, acting alone, is hereby authorized and
empowered to certify on behalf of the Authoriry that the Preliminary Official Statement is deemed
final as of its da.te, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange
Act of 1934, as amended.
Section 9. The City Council hereby finds and determines that, in accordance
with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.;
herein referred to as "CEQA") and Title 14 of the California Code of Regulations (herein
referred to as the "CEQA Guidelines"), the approvals required under CEQA have been made
pursuant to the prior certification of Final EIR No. 340 (which included mitigation measures, a
water supply assessment, a statement of overriding considerations and findings thereto), prior
approvals of related resolutions and ordinances, and the prior filing of a notice of determination
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(collectively, the "EIR"), the EIR is the appropriate environmental document for the actions
approved by this Resolution, and that none of the conditions set forth in Sections 15162 or 15163
of the CEQA Guidelines calling for the preparation of subsequent or supplemental
environmental documentation have occurred, specifically because with respect to the actions
approved by this Resolution there is not substantial evidence in light of the whole record that (i)
substantial changes have been proposed to the 2014 Project, (ii) substantial changes have
occurred with respect to the circumstances under which the 2014 Project is to be undertaken, and
(iii) no new material information of substantial importance shows that any of the factors
indicated in CEQA Guidelines Section 15162(a)(3) have occurred.
Section 10. The City Council hereby finds and determines that, in accordance
with CEQA and the CEQA Guidelines, and notwithstanding the determinations and findings
made in the prior section of this Resolution, the adoption of this Resolution by the City Council
relates to the funding of a previously-approved project and the refinancing of the Refmanced
Capital Improvements and, therefore, is exempt from CEQA pursuant to CEQA Guidelines
Sections 15060(c)(3), 15378(b)(4), and 15378(b)(5) because the activity approved by this
Resolution relating to the funding of a previously-approved project and the Refinanced Capital
Improvements will not result in direct or indirect physical changes in the environment and,
therefore, is not a"project," as defined in Section 15378 of the CEQA Guidelines. City staff is
hereby directed to file with the County Clerk a Notice of Exemption and Notice of
Determination following adoption of this Resolution.
Section 11. All actions heretofore taken by the Authorized Officers and the other
off'icers and the employees of the City with respect to the leasing of the Leased Premises, the
Financing Documents and the issuance and sale of the 2014 Bonds are hereby approved, confirmed
and ratified, and the Authorized Officers and the other officers and the 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 other documents, and one or more ta��
certificates or agreements with respect to the 2014 Bonds, in addition to those enumerated herein,
including the preparation and distribution of any additional offering material, which any such officer
and the City Attorney may deem necessary or advisable in order to consummate the leasing of the
Leased Premises as herein approved, the execution and delivery of the Financing Documents and the
issuance, sale and delivery of the 2014 Bonds and otherwise to effectuate the purposes of this
Resolution.
Secfion 12. The City hereby approves the terms and provisions of the Indenture;
provided that the stated interest rate on any 2014 Bond shall not exceed 8% per annum and the fmal
maturity of the 2014 Bonds ska11 not extend beyond 2050.
Section 13. If the Anaheim Public Financing Authority Lease Revenue Bonds
(Anaheim Convention Center Expansion Project) 2014 Series A and 2014 Series B are issued before
the issuance of the 2014 Bonds, the authorization in this Resolution to execute and deliver the
Financing Documents and the Final Official Statement shall become null and void. If the 2014
Bonds are issued before the issuance of the Anaheim Public Financing Authority Lease Revenue
Bonds (Anaheim Convention Center Expansion Project) 2014 Series A and 20I4 Series B, then the
authorization in this Resolution relating to such bonds adopted by the City Council on March 1l,
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2014 to execute and deliver the financing documents and the official statement approved therein
shall become null and void.
Section 14. This Resolution shall take effect immediately upon its adoption.
THE FOREGOING RESOLUTION is approved and adopted by the City
Council of the City of Anaheim this 22ndday of 3uly, 2014, by the following roll call vote:
AYES: ��cil Mesnbers Eastman, Murray, Brandman and Kring
NOES: Mayor Tait
ABSENT: None
ABSTAIN: None _
CITY OF
By
MAYOR O THE ITY OF ANAHEIM
ATTEST:
CITY CLERK OF THE CITY OF AN EIM
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