RES-1989-422
11009-42
JHHW:BDQ:kla 10/13/89
10/20/89
10/27/89
24858
CITY OF ANAHEIM
RESOLUTION NO. 89R-422
A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM
AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT, AN OFFICIAL NOTICE OF SALE AND AN OFFICIAL BID
FORM 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 Council of the City of Anaheim (the "City"):
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 construction
of capital improvements, as more particularly described in the hereinafter defined Trust
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, the financial advisor to the City has been directed to prepare a
preliminary official statement containing information material to the offering and sale of
the Certificates of Participation described below (the "Preliminary Official Statement")
and special legal counsel to the City has been directed to prepare a notice of sale (the
"Official Notice of Sale") and a bid form (the "Official Bid Form") relating to the sale of
the Certificates of Participation; 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 1. The below-enumerated documents be and are hereby approved, and
the Mayor, 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) an acquisition agreement, by and between the City, as seller, and the .
Corporation, as purchaser, pursuant to which the City will sell certain public
facilities (the "Facility") r,d the site thereof (the "Site") to the Corporation, for
lease-back to the City pursuant to the Lease Agreement;
(b) a lease agreement relating to the Facility and the Site, by and 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 (30) years,
so long as the principal amount of the Lease Agreement does not exceed
$9,000,000, and so long as the maximum lease payments made by the City
thereunder do not exceed $800,000; and
(c) a trust agreement, by and among the Corporation, the City and State
Street Bank and Trust Company of California, N.A., Los Angeles, California, as
trustee (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 Agreement (the "Certificates of Participation").
Section 2. The City's financial advisor, on behalf of the City and its City Clerk, are
authorized and directed to cause the Preliminary Official Statement, the Official Notice of
Sale and the Official Bid Form 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 of Participation therein offered for sale.
Section 3. The City Clerk is authorized and directed to execute the Official Notice
of Sale on behalf of the City and to call for bids for the sale of the Certificates.
Section 4. To the best of the City's knowledge, information and belief, the
Preliminary Official Statement contains no untrue statement of a material fact with
respect to the City or omits to state a material fact 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.
Section 5. The Mayor, the City Manager or the Finance Director is authorized to
approve corrections and additions to the Preliminary Official Statement by supplement or
amendment thereto, or otherwise as appropriate, provided that any such corrections or
additions shall be necessary to cause the information contained therein to conform with
facts material to the Certificates of Participation, or to the proceedings of the City or
such corrections or additions are in form rather than in substance.
Section 6. 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 of Participation, 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 of Participation, true and
correct in all material respects and that the Final Official Statement did not, on the date
of sale of the Certificates of Participation, and does not, as of the date of delivery of the
-2-
Certificates of Participation, 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. TIle 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.
Section 7. The Final Official Statement, when prepared, is approved for
distribution in connection with the offering and sale of the Certificates of Participation.
Section 8. 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 9. This Resolution shall take effect upon its adoption by this City Council.
* * * * * * * * * *
THE FOREGOING RESOLUTION is approved and adopted by the City Council of
the City of Anaheim this 7th day of November, 1989.
ATTEST:
~
c....-
-- JII
~YO~OFT~ AHEI~.-
~~ 2r S:~
CITY CLERK OF THE CITY OF ANAHEIM
-3-
CLERK
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. 89R-422 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 7th day of November, 1989, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Daly, Ehr1e, Pickler, Kaywood and Hunter
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 89R-422 on the 8th day of November, 1989.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 8th day of November, 1989.
~~ 7L~~
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. 89R-422 duly passed and
adopted by the Anaheim City Council on November 7, 1989.
~~~~
CITY CLERK OF THE CITY OF ANAHEIM