87-14111009-22 JHHW:BDQ:rms 0227/87 Z2582
03/~ 1/87
03/3187
RESOLUTION NO. 87R-141
A RESOLUTION APPROVING FINANCING TFtANSACTION
FOR CALIFORNIA LUTHERAN HOMES,
AUTHORIZING THE MAYOR TO APPROVE AND
EXECUTE AGREEMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of Anaheim, California, as follows:
WHEREAS, the City of Anaheim is authorized to acquire and dispose of real and
personal property for the .common benefit and in furtherance of its municipal affairs and
public purposes;
WHEREAS, the assurance of the provision of adequate and economical health
care for its residents is a public purpose of the City and actions to provide such
assurance constitute a municipal affair of the City;
WHEREAS, California Lutheran Homes ("CLH") has requested the City to
undertake installment sale financing in connection with the proposed expansion of CLH's
Walnut Manor facility in the City, and this Council is desirous of approving such financing
in order to assure the provision of adequate and economical health care by CLH to the
residents of the City; and
WHEREAS, the adoption of this Resolution is in the public interest and for the
public benefit;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED as follows:
Section 1. Installment sale financing with certificates of participation in an amount
of not to exceed $6,000,000 for the benefit of CLH is hereby approved.
Section 2. The City Council hereby approves the form, the Mayor, upon the advice
of the City Attorney and Special Counsel for the City, is authorized to approve and execute,
and the City Clerk is authorized to attest, all agreements necessary to implement the
installment sale financing for CLH, including, but not limited to, the following agreements:
(a) First Installment Sale Agreement, by and between CLH, as seller, and
the City, as purchaser;
(b) Second Installment Sale Agreement, by and between the City, as seller,
and CLH, as 3urchaser;
(c) Trust Agreement, by and among the City, Security Pacific National Bank
(the "Trustee") and CLH;
(d) First Assignment Agreement, by and between the City and CLH; and
(e) Certificate Purchase Agreement offered by Dean Witter Reynolds Inc. in
which said organization offers to purchase Certificates of Participation (the
"Certificates") representing fractional interests in purchase payments under the
above-referenced First Installment Sale Agreement at a rate of interest reflecting a
fixed or variable rate as shall provide the most economical interest rate for the
financing based upon the current market for similar Certificates.
Section 3. The City Council hereby approves the form of a preliminary official
statement relating to the Certificates, authorizes its distribution in the sale of the
Certificates, authorizes the Mayor to approve and execute a final official statement and
authorizes the Finance Director to execute a statement providing that material facts have
been disclosed in the final official statement.
Section 4. The City Council hereby approves the form of Reimbursement
Agreement between the National Australia Bank (the "Bank") and CLH, including the Letter
of Credit attached as an exhibit thereto.
Section 5. The City Council hereby approves the form of Deed of Trust from CLH
to the Bank and the Trustee, providing security for CLH's obligation under the Second
Installment Sale Agreement and the Reimbursement Agreement.
Section 6. The Mayor, the Finance Director, the City Attorney, the City Clerk and
such other officers of the City as may be appropriate are authorized to approve and
execute such agreements, statements, certificates, receipts and other documents as may
be necessary to provide for the execution and delivery of the Certificates and to
consummate the transactions referenced in the agreements described in paragraph 2
hereof.
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THE FOREGOING RESOLUTION is approved and adopted by the City Council of
the City of Anaheim this 14th day of April, 1987,
Mayor of the Ci~of~"~An eim
ATTEST:
City Clerk of the City of Anaheim
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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. 87R-141 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 14th day of April, 1987, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Pickler, Hunter, Kaywood and Bay
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
VACANCY: COUNCIL MEMBERS: One
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 87R-141 on the 14th day of April, 1987.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 14th day of April, 1987.
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. 87R-141 duly passed and
adopted by the Anaheim City Council on April 14, 1987.
ciTY cLma 0r THE CZTY Or ANAHEIM