Loading...
93-00311G09-68 JHHW:BDQ:rhc 12/14/92 Resolution Amending 12/15/92 Resolution 92R-191 12/16/92 CITY OF ANAHEIM. CALIFORNIA RESOLUTION NO. 93R- 3 RESOLUTION AMENDING AND RESTATING RESOLUTION NO. 92R-191, ADOPTED ON SEPTEMBER 1, 1992, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS RELATING TO THE REFUNDING OF CERTAIN PRIOR OBLIGATIONS, AUTHORIZING THE PREPARATION AND DISTRIbuTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, 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 $5,830,000 aggregate principal amount is currently outstanding (the "1978 Stadium Bonds"), (b) retinarice 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 construction, remodeling and centralization of a maintenance yard, construction of two fire stations, field engineering improvements and the acquisition of a computerized facility scheduling system at the Stadium and at the Convention Center by providing for an advance deposit of lease payments due by the City to the Corporation under a lease agreement, dated as of March 1, 1985, by and between the Corporation and the City and providing for the defeasance of certain certificates of participation executed and delivered by Security Pacific National Bank, as trustee, under a trust agreement, dated as of March 1, 1985, by and among the City, the Corporation and such trustee, in the principal amount of $4,585,000, of which $2,555,000 aggregate principal amount is currently outstanding (the "1985 Certificates"), (e) refinance the construcfon of improvements to the Convention Center, known as Betterment II, 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 $24,890,000 aggregate principal amount is currently outstanding (the "1986 Certificates"), (f) 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 trustee, under a trust 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 (g) 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 Stxeet 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 $7,980,000 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 1985 Certificates, the 1986 Certificates and the 1989 Parking Certificates, the "Prior Obligations"); WHEREAS, the City Council did, on September 1, 1992, adopt Resolution No. 92R-191 (the "Original Resolution"), authorizing the execution of certain lease financing documents in connection with the refunding of all or a portion of the Prior Obligations in accordance with a refunding program presented to the City by Merrill Lynch & Co. ("Merrill Lynch"); WHEREAS, since the adoption of the Original Resolution, market conditions have prevented the completion of the refunding of any of the Prior Obligations; WHEREAS, in the period since the adoption of the Original Resolution, the firm of Smith Barney, Harris Upham & Co., Incorporated (''Smith Barney") has presented an alternative refunding program; WHEREAS, it is possible that the Smith Barney program, if employed by the City, could provide additional savings to the City above those expected to be produced by the Merrill Lynch program; WHEREAS, because of the continuing volatile nature of the financial markets, it is prudent for the City to proceed toward the completion of either the Merrill Lynch program or the Smith Barney program; WHEREAS, it is necessary to amend and restate the Original Resolution to approve either alternative refunding program and to provide authority for the consummation of a refunding program with either Merrill Lynch or Smith Barney, as is appropriate; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The Original Resolution is hereby amended and restated in full by this resolution. Section 2. The refunding of any or all of the Prior Obligations is hereby approved so long as, with respect to the Prior Obligations to be refunded, the resulting debt service provides an average net present value savings of not less than 3%. Section 3. The Mayor, the City Manager, the Finance Director or the Assistant Finance Director is hereby authorized and directed to execute such legal documents as may be necessary to consummate the refunding of the Prior Obligations to be refunded, in such forms as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. In the event, based upon prevailing market conditions, one or more of the Prior Obligations to be refunded cannot be refunded, 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 required, the authorization provided by this resolution to be effective in such case, 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 target set forth in Section 2 of this resolution. Section 4. If the City determines to proceed with the Merrill Lynch refunding program, such determination to be made by the Finance Director, the Mayor, the City Manager, the Finance Director or the Assistant Finance Director is hereby authorized and directed to execute a purchase agreement, by and between Merrill Lynch and the City, relating to the purchase by Merrill Lynch of certificates of participation to be executed and delivered to provide moneys for such refunding (the "Certificates"), so long as the underwriter's discount to Merrill Lynch, exclusive of any original issue discount which will not represent compensation to the Merrill Lynch, does not exceed .715% of the principal amount of the Certificates. If the City determines to proceed with the Smith Barney refunding program, such determination to be made by the Finance Director, the Mayor, the City Manager, the Finance Director or the Assistant Finance Director is hereby authorized and directed to execute a purchase agreement, by and between Smith Barney and the City, relating to the purchase by Smith Barney of the Certificates, so long as the underwriter's discount to Smith Barney, exclusive of any original issue discount which will not represent compensation to the Smith Barney, does not exceed .40% of the principal amount of the Certificates. Section 5. The City Council hereby approves the preparation of a preliminary official statement describing the Merrill Lynch refunding program. 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") such preliminary official statement prior to its distribution by Merrill Lynch. The City Council hereby approves the preparation of a preliminary official statement describing the Smith Barney refunding program. The City Council authorizes and directs the -3- 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") such preliminary official statement prior to its distribution by Smith Barney. Section 6. The Mayor, the City Manager, the Finance Director or the Assistant Finance Director is authorized and directed to cause the preliminary official statement prepared in connection with the refunding program selected 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 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 (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 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, 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 7. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 8. 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 9. This Resolution shall take effect upon its adoption by this City Council. -4- The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 5th day of January, 1993, by the following vote: Attest: ANAHEIM -5- STATE OF CALIFORNIA ) ORANGE CITY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 93R- ) was introduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 5th day of January, 1993, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 93R- 3 on the .~th day of January , 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this ~th day of January ,1993. ~ CITY CL~Y 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. 93R- 3 duly passed and adopted by the Anaheim City Council on January 5, 1993. ~CITY CLERK OF OF ANAHEIM