90-11811009-43 JHHW:BDQ:kla 04/02/90 Z5535
CITY OF ANAHEIM, CALIFORNIA
RESOLUTION NO. 90R-118
A RESOLUTION APPROVING THE FORM AND AUTHORIZING THE EXECUTION
OF CERTAIN DOCUMENTS IN CONNECTION WITH THE INSTALLMENT SALE
FINANCING OF HEALTH FACILITIES FOR ANAHEIM MEMORIAL HOSPITAL
ASSOCIATION AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED by the City Council of the City of Anaheim (the "City") as follows:
WHEREAS, the City is empowered by its Charter and the laws of the State of
California to acquire real and personal property and to dispose of the same through
lease, lease-purchase or installment sale agreements, or otherwise, as may be necessary
or convenient for the public purposes of the City; and
WHEREAS, Anaheim Memorial Hospital Association (the "Hospital"), a nonprofit,
public benefit corporation created and existing under the laws of the State of California
is proposing to proceed with the installment sale financing of certain property and it is in
the public interest and for the public benefit and the benefit of the Hospital that the City
authorize and direct execution of certain financing documents in connection therewith;
and
WHEREAS, Cain Brothers, Shattuck & Co. (the "Underwriter"), has prepared and
presented to the City a preliminary official statement containing information material to
the offering and sale of certificates of participation (the "Certificates of Participation") in
purchase payments to be made by the City pursuant to the First Installment Sale
Agreement described below (the "Preliminary Official Statement"); and
WHEREAS, the documents below specified have been filed with the City which,
with the aid of its staff, has reviewed said documents; and
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The forms of the below-enumerated documents be and the same are
hereby approved, and the Mayor, City Manager or Finance Director is hereby authorized
and directed to execute said agreements, with such changes, insertions and omissions
as may be approved by any such official, and the City Clerk is hereby authorized and
directed to attest to such official's signature:
(a) The First Installment Sale Agreement (Security Agreement) Relating to
Health Facilities, to be dated as of May 1, 1990, between the Hospital and the City
(the "First Installment Sale Agreement");
(b) The Second Installment Sale Agreement (Security Agreement) Relating
to Health Facilities, to be dated as of May 1, 1990, between the City and the
Hospital (the "Second Installment Sale Agreement");
(c) The Trust Agreement Relating to Health Facilities, to be dated as of May
1, 1990, among Security Pacific National Bank, Los Angeles, California (the
"Trustee"), the City and the Hospital (the "Trust Agreement");
(d) The First Assignment Agreement Relating to Health Facilities, to be
dated as of May 1, 1990, between the City and the Hospital; and
(e) The Contract of Purchase, to be dated the date of sale of the
Certificates of Participation, by and among the Underwriter, the Hospital and the
City,
Section 2. The City Council hereby approves the Preliminary Official Statement
describing the financing, in substantially the form on file with the City Clerk, together with
any changes therein or additions thereto deemed advisable by the Mayor, the City
Manager or the Finance Director. The City Counci~ approves and authorizes the
distribution by the Underwriter of the Preliminary Official Statement to prospective
purchasers of the Certificates, and authorizes and directs the Finance Director, on behalf
of the City, to deem "finaF pursuant to Rule 15o2-12 under the Securities Exchange Act
of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the
Underwriter.
Section 3. 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. The execution of
the final Official Statement, which shall include such changes and additions thereto
deemed advisable by the Mayor, the City Manager or the Finance Director and such
information permitted to be excluded from the Preliminary Official Statement pursuant to
the Rule, shall be conclusive evidence of the approval of the final Official Statement by
the City.
Section4. The Final Official Statement, when prepared, is approved for
distribution in connection with the offering and sale of the Certificates of Participation.
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Section 5. The Mayor, City Manager, Finance Director and other appropriate
officers of the City are hereby authorized and directed to execute such other documents
and certificates as may be necessary to effect the purposes of this resolution and the
installment sale financing herein described.
Section 6. 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 17th day of April, 1990.
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
CiTY CLERK OF THE CITY OF
-3-
CLERK
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, ANN M. SAUVAGEAU, Assistant City Clerk of the City of Anaheim, do hereby
certify that the foregoing Resolution No. 90R-118 was introduced and adopted
at a regular meeting provided by law, of the City Council of the City of
Anaheim held on the 17th day of April, 1990, by the following vote of the
members thereof:
AYES: COUNCIL MEMBERS: Daly, Ehrle, Kay-wood, Pickler
NOES: COUNCIL M~BERS: None
ABSENT: COUNCIL MEMBERS: Hunter
AND I ~RTHER certify that the Mayor Pro Tem of the City of Anaheim signed
said Resolution No. 90R-118 on the 27th day of April 1990.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 27th day of April, 1990.
ASSISTANT CITY~
(SEAL)
I, ANN M. SAUVAGEAU, Assistant City Clerk of the City of Anaheim, do hereby
certify that the foregoing is the original of Resolution No. 90R-118, duly
passed and adopted by the Anaheim City Council on April 17, 1990.
ASSISTANT CITY CLERK OF~E CITY OF ANAHEIM