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RES-2010-208 RESOLUTION NO. 2010 -208 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM MAKING FINDINGS AND APPROVING CERTAIN ACTIONS AND DOCUMENTS RELATING TO THE LEASE OF CITY PROPERTY AND THE ISSUANCE OF A LEASE REVENUE NOTE BY THE ANAHEIM PUBLIC FINANCING AUTHORITY AND OTHER MATTERS RELATING THERETO WHEREAS, the Anaheim Public Financing Authority (the "Authority ") has been established pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code 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 of Anaheim, California (the "City ") and the Anaheim Redevelopment Agency for the purpose, among others, of assisting the City in providing financing for public capital improvements under the Act; and WHEREAS, the City has determined to make certain capital improvements to the Anaheim Convention Center as provided in the documents described below (the "2010 Project ") and has requested the Authority's assistance in financing the costs of the 2010 Project; and WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue its bonds and notes for the purpose of financing the costs of capital improvements, such as the 2010 Project, for a local agency such as the City; and WHEREAS, pursuant to a site and facility lease (the "Site Lease "), the City has determined to lease certain property described in the Site Lease (the "Leased Property ") to the Authority and, pursuant to a lease agreement (the "Lease Agreement "), the City has determined to lease the Leased Property back from the Authority and WHEREAS, the Authority has determined to authorize and issue a lease revenue note (the "Note "), designated as its Lease Revenue Note, Series 2010, on the terms and conditions set forth in an Indenture of Trust (the "Indenture "), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee "), to pay the costs of the 2010 Project, including the costs of issuance of the Note; and WHEREAS, the Note is to be payable from, and secured by a pledge of and lien on, the base rental payments paid by the City pursuant to the Lease Agreement and the other funds pledged therefor pursuant to the Indenture; and WHEREAS, the Note is to be purchased by Wells Fargo Bank, National Association (in its individual capacity and not as Trustee, the "Owner ") pursuant to a note purchase agreement (the "Note Purchase Agreement ") among the City, the Authority and the Owner; and WHEREAS, there is on file with the City Clerk of the City (the "City Clerk ") the following: OHS West:261018323.2 41993 -24 EJC /EJC (1) A proposed form of the Site Lease; (2) A proposed form of the Lease Agreement; (3) A proposed form of the Note Purchase Agreement; and WHEREAS, it is in the public interest and for the public benefit that the City make certain finding in connection with the issuance of the Note by the Authority, approve and authorize certain actions and documents in connection with the leasing of the Leased Property and the authorization, issuance and sale of the Note as provided in this Resolution; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The leasing of the Leased Property to the Authority pursuant to the Site Lease, and the form, terms and provisions of the Site Lease in substantially the form on file with the City Clerk, are hereby approved. Each of the City Manager, the City Treasurer, the Finance Director, and the Deputy Finance Director (each an "Authorized Officer "), acting alone, is hereby authorized and empowered to execute and deliver the Site Lease, in the name of and on behalf of the City, in substantially the form on file with the City Clerk with such changes, insertions or deletions as are approved by the Authorized Officer executing the Site Lease, with the approval of the City Attorney, such approvals to be conclusively evidenced by such Authorized Officer's execution and delivery of the Site Lease. Section 2. The leasing of the Leased Property from the Authority pursuant to the Lease Agreement, and form, terms and provisions of the Lease Agreement in substantially the form on file with the City Clerk, are hereby approved. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Lease Agreement, in the name of and on behalf of the Authority, in substantially the form on file with the City Clerk with such changes, insertions or deletions as are approved by the Authorized Officer executing the Lease Agreement, with the approval of the City Attorney, such approvals to be conclusively evidenced by such Authorized Officer's execution and delivery of the Lease Agreement. Section 3. The sale of the Note to the Owner pursuant to the Note Purchase Agreement, and the form, terms and provisions of the Note Purchase Agreement in substantially the form on file with the City Clerk, are hereby approved. The purchase price of the Note shall be the principal amount thereof Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Note Purchase Agreement in the name of and on behalf of the City, in substantially the form on file with the City Clerk with such changes, insertions or deletions as are approved by the Authorized Officer executing the Note Purchase Agreement, with the approval of the City Attorney, such approvals to be conclusively evidenced by such Authorized Officer's execution and delivery of the Note Purchase Agreement. Section 4. CSG Advisors Incorporated is hereby appointed as fmancial advisor to the City in connection with the issuance of the Note and the appointment of Orrick, Herrington & Sutcliffe LLP as bond counsel for the Note is hereby approved. Section 5. All actions heretofore taken by the members of the City Council, the Authorized Officers and the other officers and the agents of the City, with respect to the leasing OHS West :261018323.2 41993 -24 EJC /EJC 2 of the Leased Property pursuant to the Site Lease and the Lease Agreement, and the issuance and sale of the Note, are hereby approved, confirmed and ratified, and the Authorized Officers and the other proper officers of the City and their authorized deputies and agents are hereby authorized and directed, acting severally, to do any and all things and to execute and deliver any and all certificates and other documents, including without limitation amending the City budget in order to take the leasing of the Leased Property and the issuance of the Note into account and the execution and delivery in the name of the City of one or more tax certificates or agreements with respect to the Note, in addition to those enumerated herein, which they or City Attorney may deem necessary or advisable in order to consummate the leasing of the Leased Property pursuant to the Site Lease and the Lease Agreement, and the issuance, sale and delivery of the Note and otherwise to effectuate the purposes of this Resolution. Section 6. The City Council hereby approves the financing of the 2010 Project through the issuance of the Note by the Authority and hereby finds and determines that the 2010 Project will be located within the City and that the financing of the 2010 Project through the issuance of the Note and the application of the proceeds thereof as provided in the Indenture will provide significant public benefits in accordance with the criteria specified in Section 6586 Califomia Government Code in that there are demonstrable savings in effective interest rate, significant reductions in effective user charges levied by the City, and employment benefits from undertaking the 2010 Project in a timely fashion. Section 7. This Resolution shall take effect from and after its adoption. OHS West:261018323.2 41993 -24 EJC /EJC 3 THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS SIXTEENTH (16 DAY OF NOVEMBER, 2010, BY THE FOLLOWING ROLE CALL VOTE: AYES: Mayor Pringle, Council Members Sidhu, Hernandez, Galloway, Kring NOES: NONE ABSENT: NONE ABSTAIN: NONE CITY OF AHEIM By MAYOR OF THE CI OF AHEIM ATTEST Ap CITY CLERK OF THE TY OF ANAHEIM APPROV .: • S TO FORM: C T is : AL : CITY ATTORNEY • ;_"' oodh sistant City Attorney OHS West:261018323.2 41993 -24 EJC /EJC 4