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RES-2010-143RESOLUTION NO. 2010 -143 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING AND APPROVING THE IMPROVEMENT AND EXPANSION OF THE ANAHEIM CONVENTION CENTER, THE REFUNDING OF CERTAIN OBLIGATIONS, THE FINANCING THEREOF AND OTHER MATTERS RELATING THERETO WHEREAS, the Community Center Authority (the "CCA "), working together with the City of Anaheim, California (the "City "), financed and refinanced the acquisition, construction, remodeling of certain portions of the Anaheim Convention Center (the "Convention Center "), and the expansion of, and infrastructure improvements for, the Convention Center with the proceeds of the Certificates of Participation (1992 Convention Center Refunding Project) (the "Prior Certificates ") in the lease payments to be made by the City under that certain Lease Agreement, dated as of January 1, 1992, by and between the CCA and the City (the "1992 Lease "), which were delivered pursuant to the Trust Agreement, dated as of January 1, 1992, by and among U.S. Bank National Association, as successor trustee to Bank of America National Trust and Savings Association, the CCA and the City; and WHEREAS, the Anaheim Public Financing Authority (the "Authority "), working together with the City, financed the acquisition, construction, remodeling of additional portions of the Convention Center, and the expansion of, and infrastructure improvements for, the Convention Center with the proceeds of the Authority's Lease Revenue Bonds (Anaheim Convention Center Project), 2002 Series A (the "Prior Bonds" and, together with the Prior Certificates, the "Prior Obligations ") from the lease payments to be made by the City under that certain Lease Agreement, dated as of July 1, 2002, by and between the Authority and the City (the "2002 Lease "), which were delivered pursuant to the Indenture of Trust, dated as of July 1, 2002, between U.S. Bank National Association, as successor trustee to BNY Western Trust Company, and the City; and WHEREAS, the City has determined to authorize further improvements to, and the further expansion of, the Convention Center as provided herein (collectively, the "Improvement and Expansion of the Convention Center "); and WHEREAS, the City has determined to authorize the refunding of the Prior Obligations, in whole or in part, as herein provided; and WHEREAS, in connection with the financing of the Improvement and Expansion of the Convention Center and the financing for the refunding of the Prior Obligations, the City has determined to authorize and approve the leasing of the City property selected as herein provided (the "Property ") to the Authority and the leasing back of the Property from the Authority to the City under one or more leases (collectively, the "Leases ") pursuant to each of OHS West:260964843.2 41993 -19 EJC /EJC which the City would agree to make certain lease payments (collectively, the "Lease Payments "); and WHEREAS, in connection with the financing of the Improvement and Expansion of the Convention Center and the financing for the refunding of the Prior Obligations, the City has determined to authorize and approve the issuance by the Authority of bonds, notes or other evidences of indebtedness, including bond anticipation notes and/or certificate of participation anticipation notes (collectively, "Bonds ") payable from the Lease Payments to be made under one or more of the Leases and /or the assignment by the Authority to a corporate trustee of the Authority's rights under one or more of the Leases and the execution and delivery of such trustee of certificates of participation or other evidences of ownership in the Lease Payments to be made under one or more of the Leases (collectively, the "Certificates" and, together with the Bonds, the "Obligations "); and WHEREAS, it is in the public interest and for the public benefit that the City authorize the taking of such actions and the execution of those documents necessary or convenient to carry out the transactions contemplated by this Resolution. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: Section 1 . The Improvement and Expansion of the Convention Center and the refunding, in whole or in part, of the Prior Obligations are hereby authorized and approved. The Improvement and Expansion of the Convention Center shall consist generally of. the addition of a plaza area to the Convention Center; an approximately 200,000 net square foot addition of meeting space to the Convention Center available to persons using the Convention Center plus additional support space in conjunction therewith; new and replacement parking facilities; and such other remodeling, furnishing, equipping, improvements and betterments to the Convention Center as shall be approved by any of the City Manager, the Finance Director, or the designee of either thereof (each an "Authorized Officer "). The particular Prior Obligations to be refunded (the "Refunded Prior Obligations ") shall be selected by an Authorized Officer and may be refunded in a single transaction or in multiple transactions from time to time. The refunding of the Refunded Prior Obligations shall be structured to extend the term of the Refunded Prior Obligations through the issuance of Obligations with the longest term permitted by federal tax law (to protect the tax - exempt status of interest on the Obligations), state law and Section 2. The financing of the Improvement and Expansion of the Convention Center and /or the refunding of the Refunded Prior Obligations through any combination of the issuance by the Authority of lease revenue Bonds and /or the execution and delivery by a trustee of Certificates in Lease Payments in one or more transactions from time to time is hereby authorized and approved, subject to the conditions of Section 2. Section 2 . The Property which may be leased in connection with the Obligations shall consist (subject to any prior leases or encumbrances thereon) of the Convention Center and such other City property as shall be selected by an Authorized Officer. Each Authorized Officer is authorized and empowered to cause the City to lease all or any portion of the Property to the Authority in one or more lease transactions and to cause OHS West:260964843.2 41993 -19 EJC /EJC 2 the City to lease back all such Property in one or more transactions. Such transactions may be entered into at one time or from time to time. Each lease of Property by the City to the Authority shall be in substantially the form of the Site and Facility Lease executed in connection with the Prior Bonds with such changes, insertions or deletions from such form as shall be necessary to identify the related Property and such further changes as are approved by the City Attorney. Each Lease of Property by the Authority to the City shall be in substantially the form of the 2002 Lease Agreement with such changes, insertions or deletions from such form as shall be necessary to identify the related Property, to provide for the priority of payment of the Lease Payments thereunder and such further changes as are approved by the City Attorney. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver each such Lease in the name of and on behalf of the City. No Lease shall have a stated expiration date later than December 31, 2054. The maximum amount of Lease Payments to be made by the City in any fiscal year in connection with the Leases and any remaining lease payments remaining under the 1992 Lease and the 2002 Lease with respect to unrefunded Prior Obligations shall not exceed the sum of. (i) $14,500,000 (which is the currently scheduled maximum amount payable by the City under previous General Fund lease obligations in any fiscal year plus (ii) $6 million Section 3 . The principal amount of the Obligations related to the Improvement and Expansion of the Convention Center shall not exceed $180 million and the principal amount of the Obligations related to the refunding of the Refunded Prior Obligations shall not exceed the amount necessary to provide for the payment of the Refunded Prior Obligations pursuant to the issuing instrument related to such Refunded Prior Obligations, plus in each case the costs of issuance and the underwriter's discount of such Obligations and the amount necessary to fund any required reserve funds. The proceeds of the Obligations related to the Improvement and Expansion of the Convention Center shall be applied to the cost of designing, permitting, constructing, acquiring, installing, furnishing, equipping the Improvement and Expansion of the Convention Center, placing the Improvement and Expansion of the Convention Center in operation, paying the costs of issuance of such Obligations and funding any reserves in connection with such Obligations. The proceeds of the Obligations related to the refunding of Refunded Prior Obligations shall be applied to the prepayment of lease payments under the lease related to the Refunded Prior Obligations which prepayment shall be applied to the cost of providing for the payment of the Refunded Prior Obligations, any costs related to such refunding, paying the costs of issuance of such Obligations and funding any reserves in connection with such Obligations. The Obligations may be issued in one or more series as separate transactions with separate Leases from time to time. Each series of the Obligations shall be sold at a negotiated sale either by private placement or a public offering as determined by an Authorized Officer. Section 4 . Each Authorized Officer, acting alone, is authorized and empowered in connection with the sale of each series of the Obligations to negotiate the form, terms and provisions of the purchase contract or other agreement providing for the purchase of such Obligations and to execute and deliver each such document in the name of and on behalf of the City; provided that the sale price of any series of the Obligations shall not be less than 95% of the principal amount of such series. Each Authorized Officer is authorized and empowered in connection with the offer for sale of each series of the Obligations to determine the form, terms and provisions of any preliminary official statement, final official statement, private placement OHS West:260964843.2 41993 -19 EJC /EJC 3 memorandum or other disclosure document, and any continuing disclosure agreement, to be used in connection with the offering of such Obligations for sale and to execute and deliver each such document in the name of and on behalf of the City. Each Authorized Officer is authorized and empowered to take any actions required in connection with the offering and /or sale of Obligations by state of federal law, including without limitation deeming any disclosure document used in connection with the offering of Obligations final for purposes of federal securities laws. Section 5 . All actions heretofore taken by the officers and employees of the City with respect to the transactions contemplated by this Resolution are hereby approved, confirmed and ratified. The Authorized Officers, other officers and employees of the City and their authorized deputies and agents, acting alone, are hereby authorized and empowered to do any and all things and to execute and deliver, in the name of and on behalf of the City, any and all certificates and documents, in addition to those specifically enumerated herein, in connection with the transactions contemplated by this Resolution including without limitation: the preparation and distribution of escrow agreements related to Refunded Prior Obligations; preparation of any offering material for the Obligations; selection and terms of employment of trustees, underwriters, financial advisor, bond counsel, placement agents, and other consultants and advisors to the City; the selection and contract terms of rating agencies, private placement purchasers of Obligations; selection and terms of employment of architects, engineers, and other professionals in connection with the design, engineering, permitting (including environmental permitting), construction and other costs in connection with the Improvement and Expansion of the Convention Center and the refunding of the Prior Obligations. Section 6 . The actions authorized by this Resolution shall be taken in compliance with all applicable environmental laws and requirements, including without limitation the California Environmental Quality Act. Section 7 . This Resolution shall take effect immediately upon its adoption. OHS West:260964843.2 41993 -19 EJC /EJC 4 THE FOREGOING RESOLUTION is passed, approved and adopted by the City Council of the City of Anaheim this 1 4 th day of pWted , 2010, by the following roll call vote: AYES: Mayor Pringle, Council Members Hernandez, Galloway, Kring NOES: NONE ABSENT: Council Member Sidhu ABSTAIN: NONE CITY OF A HEIM By MAYOR OF THE C Y O ANAHEIM ATTEST: CITY CLERK OF THE CITY 04 ANAHEIM ,� t + A . OHS West:260964843.2 41993 -19 EJC /EJC 5