Loading...
99-018· CITY OF ANAHEIM, CALIFORNIA RESOLUTION NO. 99R-18 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN INTEREST RATE SWAP AGREEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City of)Mnaheim, California (the "City") as follows: WHEREAS, the City, working together with the Anaheim Public Improvement Corporation (the "Corporation"), has, pursuant to a lease financing: (i) refmanced the design, construction, installation and equipping of an approximately 19,200-seat sports and entertainment area (the "Facility"), (ii) financed the design, construction, installation and equipping of certain improvements thereto, (iii) financed certain nearby parking improvements, (iv) provided for the payment of a territorial rights payments to the L.A. Kings, Ltd. (the "Kings"), pursuant to a Territorial Rights Agreement, between the Manager (as hereinafter defined) and the Kings, and (v) paid certain costs incurred with respect to such refinancing and financing; and WltEREAS, to accomplish the above-described lease financing the City has caused to be executed and delivered $126,500,000 Certificates of Participation Municipal Adjustable Rate Taxable Securities (1993 Arena Financing Project) (the "Certificates") evidencing the direct, undivided fractional interests of the owners thereof in Lease Payments to be made by the City as rental for the Facility and related property pursuant to a Lease Agreement (the "Lease Agreement"), dated as of December 1, 1993 between the City and the Corporation; and WltEREAS, the City's obligation to make Lease Payments under such Lease Agreement is a special obligation limited to the Revenues (as defined in the Lease Agreement) from the Facility, and WItEREAS, the City has entered into the Second Amended and Restated Arena Management Agreement (the "Management Agreement"), dated as of December 1, 1993, with Ogden Facility Management Corporation of Anaheim (the "Manager"), a wholly-owned subsidiary of Ogden Corporation ("Ogden"), for the management of the Facility, and WtlEREAS, pursuant to the terms of the Management Agreement, the Manager is obligated to advance funds if the operating revenues of the Facility are insufficient to pay operating expenses and debt service, including amounts due with respect to the Certificates, to the extent and on the terms and conditions set forth in the Management Agreement; and DOCSLA 1:282099.6 1 WHEREAS, the performance of the Manager's obligations under the Management Agreement have been guaranteed by Ogden pursuant to the Guaranty Agreement (the "Guaranty Agreement"), dated as of December 1, 1993, from Ogden to the City, and WHEREAS, pursuant to the Management Agreement the City has agreed, upon the request of the Manager, to cooperate with the Manager to restructure or modify the financing arrangements with respect to the Facility, which financing arrangements specifically contemplate interest rate swap and similar agreements; and WHEREAS, the Manager has requested the City to cooperate in restructuring and modi~Sng the financing arrangements with respect to the Facility by entering into an interest rate swap with NationsBank, N.A. or an affiltate thereof in order to provide a mechanism for economically converting the variable interest rate applicable to the Certificates to a fixed interest rate for a specified term; and WHEREAS, the terms and conditions of such interest rate swap shall be as set forth in the ISDA Master Agreement, as amended and supplemented by the U.S. Municipal Counterparty Schedule to the Master Agreement, in the form submitted to this meeting (such ISDA Master Agreement, as so amended and supplemented, and as the same may be modified and completed in accordance with this Resolution, being referred to as the "Interest Rate Agreement"); and WlIEREAS, such interest rote swap shall constitute a Transaction under the Interest Rate Agreement (the "Transaction") the specific terms of which shall be contained in a Confirmation (the "Confirmation") to be delivered on the date the Transaction is agreed upon by the parties; and WHEREAS, the City's obligations under the Transaction will be special obligations payable solely fi:om the operating revenues of the Facility and amounts payable under the Management Agreement; and WHEREAS, it is in the public interest and for the public benefit that the City authorize and direct the execution of the Interest Rate Agreement, the entry into the Transaction and certain other actions in connection therewith; and WHEREAS, a draft of the Interest Rate Agreement has been filed with the City and the members of the City Council, with the aid of its staff, have reviewed said document; NOW, TIIEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The Interest Rate Agreement be and is hereby approved. The Mayor, the City Manager or the Finance Director is each, acting singly, hereby authorized and directed to execute the Interest Rate Agreement in the form presented to this meeting with such changes, insertions and omissions as may be approved by the official executing the Interest Rate Agreement, and the City Clerk is hereby authorized and directed to attest to such official's signature. DOCSLA1:282099.6 2 Section 2. The Transaction be and the same is hereby approved and the City hereby consents to the restructuring and the modification of the financing for the Facility effected by the Transaction. The Mayor, the City Manager or the Finance Director is each, acting singly, hereby authorized and directed to enter into the Transaction and to accept and execute the Confirmation describing the Transaction; provided, however that the following limitations shall be applicable to the Confirmation and the Transaction: (i) the term of the Transaction shall not be longer then ten (10) years from the date of the Confirmation; (ii) the aggregate notional amount of the Transaction shall not be in excess of the then outstanding principal amount of the Certificates; (iii) any fixed interest rate payable by the City under the Transaction shall not exceed six percent (6%) per annum; (iv) any variable interest rate to be received by the City under the Transaction shall not be less than t~e three month LIBOR rate minus fifty basis points; and (v) all payment obligations of the City uhder the Confirmation and the Transaction shall be special obligations payable solely from the operating revenues of the Facility and other amounts available therefor pursuant to the terms of the Management Agreement, including, without limitation, amounts paid under the Guaranty Agreement. Section 3. The City Council hereby finds and determines that Transaction thereunder authorized hereby is designed to reduce the amount or duration of interest rate risk with respect to the Certificates. Section 4. The Mayor, the City Manager, the Finance Director, the City Treasurer, the City Attorney, 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 the Interest Rate Agreement, the Transaction, the Confirmation, this Resolution and the transactions herein authorized. Section 5. City Council. This Resolution shall take effect from and after its adoption by this DOCSLA1:282099.6 3 The FOREGOING RESOLUTION was approved and adopted by this City Council of the City of Anaheim the 26th day of January, 1999 by the following vote: AYES: NOES: ABSENT: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL M~MBERS: Feldhaus, Kring, Tait, McCracken, Daly None None MAYOR OF THE CITY OF/~AHEIM Attest: C~r cL~RK~tI~THE CIT~ O~ANAHEIM DOCS[Al :282099.6 4 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. 1999R-18 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 26th day of January, 1999, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Tait, Kring, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSTAINED: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCIL MEMBERS: None ;~(~I]~'CLERK Of THE CITY Of ANAHEIM (SEAL)