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2002-140CITY OF ANAHEIM RESOLUTION NO. 2002R- A RESOLUTION OF THE C1TY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE FORM OF AND AUTHOR/ZING THE EXECUTION AND DELIVERY OF A SITE AND FACILITY LEASE, A LEASE AGREEMENT, AN ESCROW DEPOSIT AND TRUST AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSLJRE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF NOT TO EXCEED $30,000,000 AGGREGATE ORIGINAL PRINCIPAL ~vlOUNT OF ANAHEIM PUBLIC FINANCING AUTHOR/~ LEASE REVENUE BONDS (ANAHEIM CONVENTION CENTER PROJEC'I) 2002 SERIES A TO REFINANCE COSTS OF CERTAIN IMPROVEMENTS TO THE ANAHEIM CONVENTION CENTER, APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION W1TH THE OFFERING AND SALE OF SAID BONDS AND AUTHOR/ZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS RESOLVED, by the City Council of the City of Anaheim (the "City"), as follows: WHEREAS, the Anaheim Public Financing Authority (the "Authority") has been established pursuant to Chapter 5 of Division 7 of Tide 1 of the Government C_xxte of the State of California (the "Act"), by the Joint Exercise of Powers Agreement (the "Agreement"), dated as of January 28, 1992, between the City and the Anaheim Redevelopment Agency for the purpose, among others, of assisting in providing financing for public capkal improvements under the Act; and WHEREAS, pursuant to the Agreement, the Authority shall have all the powers provided in the Act; and WHEREAS, pursuant to Artide 4 of the Act, the Authority is authorized to issue bonds for any purpose for which the Authority may cause to be issued certificates of participation in a lease agreement with any public entity; and WHEREAS, pursuant to that certain Lease Agreement, dated as of January 1, 1992 (the "1992 Lease"), between the City and the Community Center Authority, the City has leased from the Community Center Authority certain parcels of real property situated in the City of Anaheim, Orange County, State of California, and the buildings and improvements thereon (the "Leased Premises"); and WHEREAS, pursuant to a Trust Agreement (the "1992 Trust Agreement"), dated as of January 1, 1992, among the City, the Community Center Authority and U.S. Bank National DOCSLA1:415558.5 41993-16 MM3 Association, as successor to Bank of America National Trust and Savings Assodation, as trustee (the "1992 Trustee"), the 1992 Trustee has executed and delivered certificates of partidpation (the "1992 Certificates") evidencing direct, undivided fractional interests of the owners thereof in lease payments to be made by the City pursuant to the 1992 Lease; and WHEREAS, the City's obligations to make lease payments pursuant to the 1992 Lease are subject to prepayment as provided therein and the 1992 Certificates are subject to redemption from such prepayments as provided in the 1992 Trust Agreement; and WHEREAS, the City desires to make a prepayment pursuant to the 1992 Lease of those lease payments which are evidenced by the 1992 Certificates maturing on August I of the years 2003, 2014 and 2023 (the "Refunded Certificates"); and WHF.~S, the City desires to provide for the defeasance of the Refunded Certificates as provided by Section 15.01 ofihe 1992 Trust Agreement and the redemption of the Refunded Certificates on August 1, 2002 as provided by Section 4.01(a) of the 1992 Trust Agreement; and WHEREAS, the funds to pay the redemption price of the Refunded Certificates will be applied to such purpose pursuant to an Escrow Deposit and Trust Agreement by and between the City and the 1992 Trustee (such Escrow Deposit and Trust Agreement, in the form on file with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement"); WHEREAS, to obtain funds necessary to provide for the defeasance and redemption of the Refunded Certificates, the City intends to lease the Leased Premises to the Authority pursuant to the Site and Facility Lease, by and between the City and the Authority (such Site and Facility Lease, in the form on file with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Site Lease"); and WHE~S, the Authority intends to lease the Leased Premises to the City pursuant to the Lease Agreement, by and between the Authority and the City (such Lease Agreement, in the form on file with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement"); and WHEREAS, the City will agree to make lease payments pursuant to the Lease Agreement (the "Lease Payments") in the amounts and at the times determined in accordance with the Lease Agreement; and WHEREAS, the Authority has determined to authorize and issue one or more Series of bonds (the "Bonds") designated as its Lease Revenue Bonds (Anaheim Convention Center Project) on the terms and conditions set forth in the Indenture of Trust, by and between the Authority and BNY Western Trust Company, as trustee (the "Indenture"); and WHEREAS, the Authority has determined to issue an initial Series of Bonds designated as its Lease Revenue Bonds (Anaheim Convention Center Project) 2002 Series A (the "2002 Series A Bonds") and to apply the proceeds thereof to the rental payment required under the Site Lease; and DOCSLA1:415558.5 41993-16 MM3 2 WHEREAS, the City will apply the rental payment made by the Authority under the Site Lease to a prepayment under the 1992 Lease of the Lease Payments evidenced by the Refunded Certificates and to the defeasance and redemption of the Refunded 1992 Certificates; and WHEREAS, the 2002 Series A Bonds are to be payable from, and secured by a pledge of and lien on, the Revenues paid by the City pursuant to the Lease Agreement and the other funds pledged pursuant to the Indenture; and WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12') requires that, in order to be able to purchase or sell the 2002 Series A Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the 2002 Series A Bonds to provide disclosure of certain £mancial information an~ certain material events on an ongoing basis; and WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver the Continuing Disclosure Agreement, by and between the City and BNY Western Trust Company, as dissemination agent (such Continuing Disclosure Agreement, in the form on £fle with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the ~Continuing Disclosure Agreement~); and WHEREAS, the City and the Authority have determined that securing the timely payment of the principal of and interest on the 2002 Series A Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous and that obtaining a reserve surety for the 2002 Series A Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous; and WHEREAS, the City is a member of the Authority and the Leased Premises are located within the boundaries of the City; and WHF. REAS, on this date, the City held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at City Council Chamber, City Hall East, 200 South Anaheim Boulevard, Anaheim, California; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in The Orange County Register, a newspaper of general circulation in the City; and WIqF.~S, there has been presented to the City Council forms of the Site Lease, the Lease Agreement, the Escrow Agreement, a Purchase Contract (such Purchase Contract, in the form on file with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract") for the 2002 Series A Bonds to be entered into by the Authority, the City and the underwriter for the 2002 Series A Bonds, the preliminary official statement in connection with the 2002 Series A Bonds (such Preliminary Official Statement, in the form on file with the City Clerk, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"), the Continuing Disclosure Agreement 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 DOCSLAI:415558.5 41993-16 MM3 3 and direct execution of these documents and any other documents necessary to implement the financing; and WHEREAS, the documents below specified have been fred with the City and the members of the City Council, with the aid of its staff, have reviewed said documents; and WHEREAS, all acts, condkions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, it is h~ereby DETERMINED and ORDERED 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 (each such officer being hereinafter referred to as an "Authorized Officer"), acting alone, is hereby authorized and empowered to execute said documents by manual or facsimile signature and deliver said documents, in substantially the forms on file with the City Clerk, with such 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 Authorized Officer 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 Authorized Officer's signature: (a) the Site Lease by and between the City, as lessor, and the Authority, as lessee; (b) the Lease Agreement, relating to certain land and improvements, by and between the Authority, as lessor, and the City, as lessee; (c) the Escrow Agreement, relating to the Refunded Certificates, by and between the City and the 1992 Trustee; (d) the Purchase Contract for the 2002 Series A Bonds, by the Authority, the City and the underwriter for the 2002 Series A Bonds; and (e) the Continuing Disclosure Agreement, relating to the City's continuing disclosure obligations with respect to the 2002 Series A Bonds, by and between the City and BNY Western Trust Company, as dissemination agent. Section 2. Each Authorized Officer, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be prepared the Preliminary Official Statement substantially in the form on fde with the City Clerk, with such changes, insertions and deletions as shall be approved by the Authorized Officer preparing, or causing the preparation of, the Preliminary Official Statement, and the City Attorney; and (ii) to prepare, or cause to be prepared the final official statement in connection with the 2002 Series A Bonds (the "Official Statement") substantially in the form of the Preliminary Official Statement with such changes, insertions and deletions therein as may be necessasy to cause the same to carry out the intent of this Resolution and DOCSLA1:415558.5 41993-16 MM3 4 as are approved by the City Attorney, such approval to be conclusively evidenced by the execution thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the 2002 Series A Bonds, and to execute and deliver the Official Statement to the underwriter for the 2002 Series A Bonds, in each case for purposes of marketing the 2002 Series A Bonds. Section 3. Each Authorized Officer, acting alone, is hereby authorized and empowered to obtain credit-enhancement for the 2002 Series A Bonds in the form of municipal bond insurance on such terms and conditions, and at such prices as shall be approved by an Authorized Officer; provided, however, that all costs of such credit-enhancement shall be paid out of the proceeds of the sale of the 2002 Series A Bonds. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver a contract for such insurance if such contract is deemed by such Authorized Offic~er executing the same to be a condition to the delivery of such insurance, such determination to be~ conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Each 'Authorized Officer, acting alone, is hereby authorized and empowered to apply for and obtain a reserve surety for the 2002 Series A Bonds. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver a contract for such reserve surety if such contract is deemed by such Authorized Officer executing the same to be a condition to the delivery of such reserve surety, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 4. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the City that the Preliminary Official Statement and the Official Statement are each deemed final as of their respective dates, within the meaning of Rule 15c2-12. Section 5. All actions taken by any member of the City Council or any officer or employee of the City with respect to the documents approved above and the lease fmancing are hereby approved, confirmed and ratified, and the members of the City Council, the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, acting severally, 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 6. This Council determines that use of the Act to assist the City in financing the Project will result in significant public benefits to the citizens of the City in refinancing the costs of certain improvements to the Anaheim Convention Center because it is expected that such use will result in demonstrable savings in effective interest rate, bond underwriting and bond issuance costs in implementing the structure for the 2002 Series A Bonds described in the Indenture. Section 7. This Resolution shall take effect immediately upon its adoption. DOCSLA1:415558.5 41993-16 MM3 5 The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 1 ! th day of June ,2002. I~A'YOR OF THE CITY ~F Attest: C/1TY CLEI~K OF ~%-IE CITY OF ANAHEIM DOCSLA 1:415558.5 41993-16 MM3 6 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. 2002R-140 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 11th day of June, 2002, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSTAINED: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCIL MEMBERS: None ~31TY CLERK OF THE CITY OF ANAHEIM (SEAL)