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92-19111009-68 JlqI-lW:ltDQ:rhc 08/03/92 08/14/92 08/18/92 CITY OF ANAHEIM. CALIFORNIA RESOLUTION NO. 92R- 19l RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS RELATING TO THE REFUNDING OF CERTAIN PRIOR OBLIGATIONS, APPROVING THE FORM AND AUTHORIZINC DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CERTIFICATE PURCHASE AGREEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City of Anaheim (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: (a) refinance construction of the Anaheim Stadium (the "Stadium") by providing for the defeasance of the City of Anaheim (California) Stadium, Inc. Lease Rental Bonds, 1978 Refunding Series, issued in the principal amount of $11,785,000, of which $6,115,000 aggregate principal amount is currently outstanding (the "1978 Stadium Bonds"), (b) refinance construction of the enclosure and expansion of the Stadium by providing for the defeasance of the City of Anaheim (California) Stadium, Inc. Lease Rental Bonds, 1979 Series A, issued in the principal amount of $33,000,000, of which $30,190,000 aggregate principal amount is currently outstanding (the "1979 Stadium Bonds"), (c) refinance the acquisition of land for the expansion of the Anaheim Convention Center (the "Convention Center") by providing for the defeasance of the Community Center Authority Revenue Bonds, Series C, issued in the principal amount of $10,000,000, of which $8,435,000 aggregate principal amount is currently outstanding (the "1979 Convention Center Bonds"), (d) refinance the consauction of improvements to the Convention Center, known as Betterment I/, and refinance the construction of the Mechanical Maintenance Facility (the "Maintenance Facility") by providing for an advance deposit of lease payments due by the City to the Community Center Authority ("CCA") under a lease agreement, dated as of May 1, 1986, by and between CCA and the City and providing for the defeasance of certain certificates of participation executed and delivered by First Interstate Bank of California, as trustee, under a trust agreement, dated as of May 1, 1986, by and among the City, CCA and such trustee, in the principal amount of $31,200,000, of which $28,940,000 aggregate principal amount is currently outstanding (the "1986 Certificates"), (e) refinance the construction of certain parking facilities located adjacent to the Convention Center by providing for an advance deposit of lease payments due by the City to the Corporation under a sublease agreement, dated as of October 1, 1989, by and between the Corporation and the City and providing for the defeasance of certain certificates of participation executed and delivered by Bank of America National Trust and Savings Association, as austee, under a aust agreement, dated as of October 1, 1989, by and among the City, the Corporation and such trustee, in the principal amount of $39,295,000, of which $37,890,000 aggregate principal amount is currently outstanding (the "1989 Parking Certificates") and (f) refinance the construction of various public improvements within the City's Commercial/Recreation area by providing for an advance deposit of lease payments due by the City to the Corporation under a lease agreement, dated as of November 1, 1989, by and between the Corporation and the City and providing for the defeasance of certain certificates of participation executed and delivered by State Street Bank and Trust Company of California, N.A., as trustee, under a trust agreement, dated as of November 1, 1989, by and among the City, the Corporation and such trustee, in the principal amount of $8,250,000, of which $8,075,000 aggregate principal amount is currently outstanding (the "1989 Capital Improvement Certificates" and, with the 1978 Stadium Bonds, the 1979 Stadium Bonds, the 1979 Convention Center Bonds, the 1986 Certificates and the 1989 Parking Certificates, the "Prior Obligations"); WHEREAS, there has been prepared a preliminary official statement containing information material to the offering and sale of the Certificates of Participation described below (the "Preliminary Official Statement"); 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 1. The refunding of the Prior Obligations is hereby approved so long as, with respect to each individual issue of Prior Obligations to be refunded, the resulting debt service provides a net present value savings of not less than the foilowing percentages of each issue of Prior Obligations: Issue of Prior Obligations Target Present Value Savings 1978 Stadium Bonds 3.5% 1979 Stadium Bonds 3.5 1979 Convention Center Bonds 3.5 1986 Certificates 3.5 1989 Parking Cert'ffieates 3.0 1989 C~ital Improvement Certificates 3.0 Section 2. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager, the Finance Director or the Assistant Finance Director is hereby authorized and directed to execute said documents, in substantially the form on f'fle with the City Clerk, 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 and facility lease, between the City, as lessor, and the Corporation, as lessee; (b) a lease agreement, between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement"); (c) a trust agreement, by and among the Corporation, the City and Bank of America National Trust and Savings Association, as trustee, the selection of which trustee is hereby approved (the "Trust Agreement"), relating to the financing, and 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 Agreemere (the "Certificates of Participation"); (d) an escrow trust and deposit agreement, by and between the City and Bank of America National Trust and Savings Association, as escrow bank, pursuant to which the 1978 Stadium Bonds will be defeased; (e) an escrow trust and deposit agreement, by and between the City and Bank of America National Trust and Savings Association, as escrow bank, pursuant to which the 1979 Stadium Bonds will be defeased; (f) an escrow trust and deposit agreement, by and between the City and Bank of America National Trust and Savings Association, as escrow bank, pursuant to which the 1979 Convention Center Bonds will be dereased; (g) an escrow trust and deposit agreement, by and between the City and First Interstate Bank of California, as escrow bank, pursuant to which the 1986 Certificates will be dereased; (h) an escrow trust and deposit agreement, by and between the City and Bank of America National Trust and Savings Association, as escrow bank, pursuant to which the 1989 Parking Certificates will be clefeased; (i) an escrow trust and deposit agreement, by and between the City and State Street Bank and Trust Company of California, N.A., or a successor thereto, as escrow bank, pursuant to which the 1989 Capital Improvement Certificates will be dereased; and (j) a purchase agreement, by and between Merrill Lynch & Co. (the "Underwriter") and the City, relating to the purchase by the Underwriter of the Certificates of Participation, so long as the Underwriter's discount does not exceed .715% of the principal amount of the Certificates of Participation, exclusive of any original issue discount which does not represent compensation to the Underwriter. In the event one or more of the Prior Obligations to be refunded cannot be refunded pursuant to the documents now before this Council and described above, the Mayor, the City Manager, the Finance Director or the Assistant Finance Director are hereby authorized and directed to have appropriate documents prepared to provide for the refunding thereof, in two or more series, if necessary. Additional approval by this Council will not be requixed, the authorization provided by this resolution to be effective in such case, so long as the documents to be prepared are substantially similar in form and content to the documents now before this Council and described above and so long as the present value savings to be accomplished by refunding such Prior Obligations pursuant to separate documents and separate series, if necessary, meets the targets set forth in Section 1 of this resolution. Section 3. 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, the Finance Director or the Assistant Finance Director. The City Council authorizes and directs the Mayor, the City Manager, the Finance Director or the Assistant Finance Director, 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 4. The Mayor, the City Manager, the Finance Director or the Assistant 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 1992 Certificates, and a statement that -3- 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 1992 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 1992 Certificates, and does not, as of the date of delivery of the 1992 Certificates, contain any untrue statement of a material fact with respect to the City (including demographic information relating to Orange County) or omit to state material facts with respect to the City (including demographic information relating to Orange County) required to be stated where necessary to make any statement made therein not misleading in light of the circumstances under which it was made. The Mayor, the-City Manager, the Finance Director or the Assistant Finance Director shall take such further actions prior to the signing of the Final Official Statement as are deeme. d 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, the Finance Director or the Assistant 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. The City Council authorizes and directs the Mayor, the City Manager, the Finance Director or the Assistant Finance Director, on behalf of the City, to deem "final" pursuant to the Rule the Final Official Statement prior to its distribution by the Underwriter, if deemed necessary by the Underwriter. Section 5. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the 1992 Certificates. Section 6. The Mayor, the City Manager, the Finance Director, the Assistant 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 7. This Resolution shall take effect upon its adoption by this City Council. ******8¢* The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 1st day of September, 1992, by the following vote: (~MAYOR OF THE CITY OF Ai~-IEIM Attest: CIT"~'CLERKOF THE CITY OF ANAHEIM