90-445 11009-34 JHHW:BDQ:kla 08/06/90
08/20/90
, 08/31/90
10/15/90
10/29/90
12/05/90
CITY OF ANAHEIM. CALIFORNIA
RESOLUTION NO. 9OR- 4/1_5 '~
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Anaheim, California (the "City"), as follows:
WHEREAS, the City, working together with the Anaheim Public Improvement
Corporation (the "Corporation"), is proposing to proceed with a lease financing;
WHEREAS, in connection therewith, the City proposes to finance the design.
construction, installation and equipping of certain capital improvements, comprising an
approximately 19,200-seat sports and entertainment arena (the "Project"), as more particularly
described in the hereinafter defined Lease Agreement and it is in the public interest and for
the public benefit that the City authorize and direct execution of the hereinafter defined Lease
Agreement and certain other financing documents in connection therewith;
WHEREAS, Merrill Lynch Capital Markets (the "Underwriter") has been directed to
prepare a preliminary official statement containing information material to the offering and sale
of the Certificates of Participation described below; 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, it is hereby ORDERED and DETERMINED, as follows:
Section I. The below-enumerated documents be and are hereby approved, and the
Mayor or the City Manager or the Finance Director is hereby authorized and directed to
execute said documents, with such changes, insertions and omissions as may be approved by
such official, and the City Clerk is hereby authorized and directed to attest to such official's
signature:
(a) a site lease, between the City, as lessor, and the Corporation, as lessee;
(b) a lease agreement, relating to the Project, between the Corporation, as lessor, and
the City, as lessee (the "Lease Agreement"), so long as the stated term of the Lease
Agreement does not exceed thirty-five (35) years and so long as the aggregate principal
amount of the Lease Agreement does not exceed $110,000,000;
(c) an agency agreement, by and between the Corporation and the City, pursuant to
which the Corporation will appoint the City to act as its agent for the purposes of the design,
construction, installation and equipping of the Project;
(d) a trust agreement, by and among the Corporation, the City and The Bank of New
York Trust Company of California, Los Angeles, California, as trustee, the selection of which
trustee is hereby approved (the "Trust Agreement"), relating to the financing, a~d the execution
and delivery of certificates of participation evidencing the direct, undivided fractional interests
of the owners thereof in lease payments to be made by the City under the Lease Agreement
(the "Certificates");
(e) a remarketing agreement by and between the City and Merrill Lynch Capital
Markets, as remarketing agent;
(f) an agreement by and among the City, the Manager and The Tokai Bank Ltd., Los
Angeles Agency (the "Bank"), as issuer of a direct-pay letter of credit relating to the
Certificates;
(g) an amended and restated arena management agreement by and between the City
and Ogden Facility Management Corporation of Anaheim (the "Management Agreement");
and
(h) an assignment agreement, by and between the City and the Bank, pursuant to
which the City will assign certain of its rights under the Management Agreement and the
Guaranty (as defined in the Management Agreement).
Section 2. The City Council hereby approves the Preliminary Official Statement
describing the financing, in substantially the form on file with the City Clerk, together with any
changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the
Finance Director. The City Council authorizes and directs the City Manager, on behalf of the
City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the
"Rule") the Preliminary Official Statement prior to its distribution by the Underwriter.
Section 3. The Underwriter, on behalf of the City, is authorized and directed to cause
the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to
such banking institutions and to such other persons as may be interested in purchasing the
Certificates therein offered for sale as the Underwriter determines appropriate.
Section 4. A contract of purchase, by and among the Underwriter, the City and the
Corporation, pursuant to which the Underwriter agrees to purchase the Certificates, be and the
same is hereby approved, and the Mayor or the City Manager or the Finance Director is
hereby authorized and directed to execute said document, with such changes, insertions and
omissions as may be approved by such official, so long as the aggregate principal amount of
Certificates does not exceed $110,000,000 and so long as the Underwriter's discount does
not exceed one and one-half percent (1.50%).
Section 5. The Mayor, the City Manager or the Finance Director is authorized and
directed to cause the Preliminary Official Statement to be brought into the form of a final official
statement (the "Final Official Statement") and to execute said Final Official Statement, dated as
of the date of the sale of the Certificates, and a statement that the facts contained in the Final
Official Statement, and any supplement or amendment thereto (which shall be deemed an
original part thereof for 'the purpose of such statement) were, at the time of sale of the
Certificates, true and correct in all material respects and that the Final Official Statement did
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not, on the date of sale of the Certificates, and does not, as of the date of delivery of the
Certificates, contain any untrue statement of a material fact with respect to the City or omit to
state material facts with respect to the City required to be stated where necessary to make any
statement made therein not misleading in the light of the circumstances under which it was
made. The Mayor, the City Manager or the Finance Director shall take such further actions
prior to the signing of the Final Official Statement as are deemed necessary Or appropriate to
verify the accuracy thereof. The execution of the final Official Statement, which shall include
such changes and additions thereto deemed advisable by the Mayor, the City Manager or the
Finance Director and such information permitted to be excluded from the Preliminary Official
Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final
Official Statement by the City.
Section 6. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Certificates.
Section 7. The Mayor, the City Manager, 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 as may be necessary to effect the purposes of this
resolution and the financing herein authorized.
Section 8. This Resolution shall take effect upon its adoption by this City Council.
The FOREGOING RESOLUTION was approved and adopted by the City Council ef the
City of Anaheim this 18th day of December, 1990. by the following vote:
I~AYOR OF THE CI',I'Y OF ~NAHEIM '
Attest: ~_
CITY CLERK OF THE CITY OF ANAHEIM
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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. 90R-445 was introduced and adopted at a regular
meeting provided by law, of the Anaheim City Council held on the 18th day of
December, 1990, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Simpson, Daly, Ehrle and Hunter
NOES: COUNCIL MEMBERS: Pickler
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution NO.90R-445 on the 19th day of December, 1990.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 19th day of December, 1990.
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. 90R-445 duly passed and adopted
by the City Council of the City of Anaheim on December 18, 1990.
CITY CLERK OF THE CITY OF ANAHEIM