86R-209
11009-19
JHHW:8DQ:rms 04/18/86
05/02/86
05/16/86
ZlB92
CITY OF ANAHEIM
RESOLUTION NO. 86R-209
A RESOLUTION APPROVING. AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT,
APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING
AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, ~ the City Council of the City af Anaheim (the UCi~"):
WHEREAS, the City, working together with the Community Center
Authority (the "Authority"). is proposing to p~ceed with a lease financing;
and
WHEREAS, in connection therewith, the City proposes to refinance
certain outstanding obligations of the City relating to the City's
convention center and certain capital improvements preViously financed
(collect1vely, the uProject.) and it is in the pUblic interest and for the
public benefit that the City authorize and direct execution of the Sub.:
Sublease Agreement (hereinafter defined) and certain other' financing
documents in connection therewith; and
WHEREAS, pursuant to the City's authorization, Goldman, Sachs It. Co.
(the "Underwriter") proposes to underwr1te the financing and 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 Statementl'); and
WHEREAS, the documents below specified have been filed with the City
and the members of the City Councl1 , with the aid of its staff, have
reviewed said documentsi
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. The below-enumerated documents be and are hereby approved,
and the Mayor or Director of Finance 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 sublease agreement relating to the Project, by and between
the City, as sublessor, and the Authority, as sublessee;
b) a SUb-sublease agreement relating to the Project, by and
between the Authority, as SUb-SUblessor, and the City, as sub-
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sublessee (the "Sub-Sublease Agreement"). so long IS the stated term
of the Sub-Sublease Agreement does not exceed 3() years,
so long as the principal amount of the Sub-Sublease Agreement does not
exceed S~J~~od:> and so long as the sub-sublease payments
payable by the City under the Sub-Sublease Agreement 1n any twelve-
month period do not exceed S "J Lltx::J.t2JO
, r
c) a trust agreement. by and among the Authority~ the City and
Bank of America National Trust and Savings Association, Los Angeles.
California, as trustee (the "Trustee"), relating to the refinancing,
and the execution and delivery of certificates of participation
evidencing the proportionate interests Qf the owners thereof 1n sub-
sublease payments to be made by the City under the Sub-Subl~ase
Agreement (the .Certificates of Part1cipationll);
d) an escrow deposit and trust agreement. by a.nd between the
City and Bank of America National Trust and Savings Association, as
trustee w1th respect to the obligations incurred relating to the
convention center;
e) an escrow deposit and trust agreement, by and between the
City and First Interstate Bank of California, as trustee with respect
to the obligations incurred relating to certain of the capital
improvementsi and
f) an escrow deposit and trust agreement, by and between the
City and Security Pacific National Bank, as trustee with respect to
the obligations 1ncurred relating to certain of the capital
improvements.
SECTION 2. A purchase agreement by and among the Underwr1 ter t the
C1ty and the Authority relating to the purchase by the Underwriter of the
Certificates of Participation, be and is hereby approved, and the Mayor or
Director of Finance 1s hereby authorized and directed to execute said
agreement, with such changes. 1nsertions and omissions as may be approved by
such official, so long as the interest rate with respect to the Certificates
of Participation will not produce annual sub-sublease payments payable under
the Sub-Sublease Agreement in any twelve-month period in excess of
S "3 &./~ooo . so long as the principal amount of the Certificates of
Participation will not exceed S JrB~.~nun and so long as the
Underwriter's discount w1th respe~icates does not exceed
BPo I.
SECTION 3. The Mayor. Director of Finance. C1ty Clerk and other
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 lease financing herein authorized.
SECTION 4. To the best of the City I S knowledge, information and
belief, the Pre11m1nary 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 1t was made.
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SECTION 5. The Preliminary Official Statement 1s approved for
distribut10n in connect1on with the offering and sale of the Certif1cates of
Participation. ~
SECTION 6. The Mayor or D1rector of Finance is authorized to approve
corrections and additions to the Preliminary Official Statement by
supplement or amendment thereto, or otherw1se 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
correction$ or add1tions are 1n form rather than ;n substance.
. SECTION 7. The Mayor or Director of Finance is authorized and
directed to cause the Pre11minary Official Statement to be brought into the
form of I final official statement (the IIFinal Official Statementll) 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
1n the Final Official Statement. and dny supplement or amendment thereto
(wh i ch shall be deemed an or1 9 1 na 1 part thereof for the purpose of such
statement) were. at the time of sale of the Cert1ficates of Participation,
true and correct in all material respects and that the Final Official
Statement did not. on the date of sale of the Certif1cates 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 C1ty
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 or Director of Finance 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.
THE FOREGOING RESOLUTION is approved and adopted by the City Council
of the City of Anaheim this 20th day of May, 1986.
ATTEST:
~/I~
MAYOR OF THE CITY OF ANAHEIM
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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. 86R-209 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 20th day of May, 1986, by the following vote of the members thereof:
AYES:
COUNCIL MEMBERS: Kaywood, Overholt, Bay, Pickler and Roth
NOES:
COUNCIL MEMBERS: None
ABSENT:
COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 86R-209 on the 20th day of May, 1986.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 20th day of May, 1986.
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CITY CLERK OF THE CITY OF ANAHEIM
(S~)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing is the original of Resolution No. 86R-209 duly passed and
adopted by the Anaheim City Council on May 20, 1986.
~~ 7L~~L
CITY CLERK
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