88-20411009-26 JHHW:E~DQ:kla 05/04/88 Z345?V
05/13/88
CITY OF ANAHEIM
RESOLUTION NO. 88R-204
A RESOLUTION RESCINDING RESOLUTION NO. 88R-
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF-~i~RTAIN
LEASE FINANCING DOCUMENTS, APPROVING A PURCHASE
AGREEMENT, APPROVING THE FORM AND AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF
PARTICIPATION, 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 refinance its obligations
relating to certain parking facilities, as more particularly described in the hereinafter
defined Sublease Agreement (the "Project") resulting from the default of a developer to
whom a portion of such facilities were sold and it is in the public interest and for the
public benefit that the City authorize and direct execution of the Sublease Agreement
and certain other financing documents in connection therewith;
WHEREAS, pursuant to the City's authorization, Security Pacific Merchant Bank
(the "Underwriter"), has prepared and presented to the City a form of preliminary official
statement containing information material to the offering and sale of the Certificates of
Participation described below (the "Preliminary Official Statement");
WHEREAS, the City Council has heretofore adopted Resolution No. 88R-_L~.$on
May 10, 1988, authorizing such refinancing on a fixed interest rate basis;
WHEREAS, the City has determined that it is in the best interest of the City to
accomplish such refinancing on a variable interest rate basis in lieu of a fixed interest
rate basis;
WHEREAS, it is necessary to rescind Resolution No. 88R-Z88; 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. Resolution No. 88R-188, adopted by the City on May 10, 1988, is
hereby rescinded.
SECTION 2. 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) a lease agreement relating to the Project, by and between the City, as
lessor, and the Corporation, as lessee;
(b) a sublease agreement relating to the Project, by and between the
Corporation, as sublessor, and the City, as sublessee (the "Sublease Agreement"),
so long as the stated term of the Sublease Agreement does not exceed twenty-
six (26) years, so long as the principal amount of the Sublease Agreement does
not exceed $60,000,000;
(c) a trust agreement, by and among the Corporation, the City and Bank of
America National Trust and Savings Association, Los Angeles, California, as
trustee, relating to the refinancing, and the execution and delivery of certificates
of participation evidencing the undivided fractional interests of the owners thereof
in sublease payments to be made by the City under the Sublease Agreement (the
"Certificates of Participation").
(d) a reimbursement agreement, by and between the Cityand The
Mitsubishi Bank, Ltd.; and
(e) a remarketing agreement, by and between the City and the Underwriter,
as remarketing agent.
SECTION 3. A purchase agreement by and between the Underwriter and the City
relating to the purchase by the Underwriter of the Certificates of Participation, be and is
hereby approved, and the Mayor, the City Manager, the Finance Director or any deputy
or assistant of the City Manager designated by the City Manager is hereby authorized
and directed to execute and deliver said agreement, for and in the name and on behalf
of the City, substantially in the form presented to the City Council at this meeting with
such changes, insertions and omissions as may be approved by such official, such
approval to be conclusively evidenced by the execution of such document by such
official; provided that in no event shall the principal amount of the Certificates of
Participation exceed $60,000,000, shall the variable interest rate payable with respect to
the Certificates exceed twelve percent (12%) per annum or shall the Underwriter's
discount with respect to the Certificates exceed 3/8%.
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.
-2-
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
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. The 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.
-3-
THE FOREGOING RESOLUTION is approved and adopted by the City Council of
the City of Anaheim this 24th day of May, 1988.
MAYOR OF THE CITY OF ANAHEIM
A%FEST:
CITY CLERK OF THE CITY OF ANAHEIM
-4-
CLEPd<
STATE OF ~i~LIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF AH~AHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing Resolution No. 88R-204 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 24th day of May, 1988, by the following vote of the members thereof:
AYES:
COUNCIL MEMBERS: Ehrle, Hunter, Kaywood, Pickler and Bay
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 87R-204 on the 26th day of May, 1988.
IN WITNESS wHEILEOF, i have hereunto set my hand and affixed the seal of the
City of Anaheim this 26th day of May, 1988.
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. 88R-204 duly passed and
adopted by the Anaheim City Council on May 24, 1988.
CITY CLERK OF THE CITY OF ANAHEIM