1985-523RESOLUTION N0. 85R-523
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM APPROVING FINANCING TRANSACTION FOR WEST
ANAHEIM CONVALESCENT HOME; AUTHORIZING THE MAYOR
TO APPROVE AND EXECUTE AGREEMENTS; AND
AUTHORIZING AND DIRECTING CERTAIN OTHER ACTIONS
WITH RESPECT THERETO
WHEREAS, the City of Anaheim, California (the "City") 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; and
WHEREAS, the assurance of the provision of adequate and
economical convalescent care facilities for residents of the City
is a public purpose of the City and actions to provide such
assurance constitute a municipal affair of the City; and
WHEREAS, West Anaheim Convalescent Home, a California
general partnership (the "Developer") has requested the City to
undertake installment sale financing for the purpose of providing
certain real and personal property to be known as the West Anaheim
Convalescent Home (the "Project"), and this Council is desirous of
approving and financing in order to assure the provision of
adequate and economical convalescent care facilities by the
Developer to the residents of the City; and
WHEREAS, the adoption of this Resolution is in the public
interest and for the public benefit; and
WHEREAS, on October 29, 1985, this City Council adopted
Resolution No. 85R-460 indicating its desire to provide
installment sale financing for the Project and allocating a
portion of the City's Private Activity Bond Limit for 1985 to the
Project; and
WHEREAS, all conditions, things and acts required to
exist, to have happened and to have been performed precedent to
and in the issuance of the Certificates (as defined below) and the
financing of the Project with the proceeds thereof as contemplated
by this resolution and the documents referred to herein exist,
have happened and have been performed in due time, form and manner
as required by the laws of the State of California.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. Installment sale financing for the Project with
Certificates of Participation (the "Certificate") in a principal
amount of not to exceed $3,500,000 for the benefit of the
Developer is hereby approved.
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2. The proposed form of trust agreement relating to West
Anaheim Convalescent facilities (the "Trust Agreement") among the
City, the Developer and the Security Pacific National Bank ("The
Trustee"), in substantially the form presented to this meeting, is
hereby approved. The Mayor of the City is hereby authorized and
directed, for and in the name and on behalf of the City, to
execute and deliver the Trust Agreement, and the City Clerk of the
City is hereby authorized and directed, for and in the name and on
behalf of the City, to attest the signature of the Mayor of the
City, in substantially said form, with such additions thereto or
changes therein as are approved by the Mayor of the City upon
consultation with Bond Counsel to the City and the City Attorney
(including such additions or changes as are necessary or advisable
in accordance with Section 12 hereof, provided that no additions
or changes shall authorize the delivery of Certificates
representing an aggregate principal component in excess of
$3,500,000), the approval of such additions or changes to be
conclusively evidenced by the execution and delivery of said Trust
Agreement by the Mayor of the City. The date, maturity dates,
interest rate or rates, interest payment dates, denominations,
form, registration privileges, manner of execution, place of
payment, terms of redemption and other terms of the Certificates
shall be as provided in the Trust Agreement as finally executed.
3. The proposed form of first installment sale agreement
relating to West Anaheim Convalescent facilities (the "First
Installment Sale Agreement") between the City and the Developer,
in substantially the form presented to this meeting, is hereby
approved. The Mayor of the. City is hereby authorized and directed
to execute and deliver the First Installment Sale Agreement in
substantially said form, with such additions thereto or changes
therein as are recommended or approved by the Mayor of the City
upon consultation with Bond Counsel to the City and the City
Attorney including such additions or changes as are necessary or
advisable in accordance with Section 12 hereof, the approval of
such changes to be conclusively evidenced by the execution and
delivery of said First Installment Sale Agreement by the Mayor of
the City.
4. The proposed form of second installment sale agreement
relating to West Anaheim Convalescent Home (the "Second
Installment Sale Agreement") between the City and the Developer,
in substantially the form presented to this meeting is hereby
approved. The Mayor of the City is hereby authorized and
directed, for and in the same and on behalf of the City, to
execute and deliver the Second Installment Sale Agreement in
substantially said form, with such additions thereto or changes
therein as are recommended or approved by the Mayor of the City
upon consultation with Bond Counsel to the City and the City
Attorney including such additions or changes as are necessary or
advisable in accordance with Section 12 hereof, the approval of
such changes to be conclusively evidenced by the execution and
delivery of said Second Installment Sale Agreement by the Mayor of
the City.
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5. The proposed form of first assignment agreement relating
to West Anaheim Convalescent Home (the "Assignment Agreement")
between the City and the Developer, in substantially the form
presented to this meeting, is hereby approved. The Mayor of the
City is hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Assignment
Agreement in substantially said form, with such additions thereto
or changes therein as are recommended or approved by the Mayor of
the City upon consultation with Bond Counsel to the City and the
City Attorney including such additions or changes as are necessary
or advisable in accordance with Section 12 hereof, the approval of
such additions or changes to be conclusively evidenced by the
execution and delivery of said Assignment Agreement by the Mayor
of the City.
6. The proposed form of intercreditor agreement (the
"Intercreditor Agreement") among the City, Union Bank and the
Trustee, in substantially the form presented to this meeting, is
hereby approved. The Mayor of the City is hereby authorized and
directed for and in the name of and on behalf of the City, to
execute and deliver the Intercreditor Agreement in substantially
said form, with such additions thereto or changes therein as are
recommended or approved by the Mayor of the City upon consultation
with Bond Counsel to the City and the City Attorney including such
additions or changes as are necessary or advisable in accordance
with Section 12 hereof, the approval of such changes to be
conclusively evidenced by the execution and delivery of said
Intercreditor Agreement by the Mayor of the City.
7. The proposed form of remarketing agreement (the
"Remarketing Agreement") among the City, Union Bank and the
Developer, in substantially the form presented to this meeting, is
hereby approved. The Mayor of the City is hereby authorized and
directed for and in the name and on behalf of the City to execute
and deliver the Remarketing Agreement in substantially said form,
with such additions thereto or changes therein as are recommended
or approved by the Mayor of the City upon consultation with Bond
Counsel to City and the City Attorney with Section 12 of this
Resolution, the approval of such changes to be conclusively
evidenced by the execution and delivery of said Remarketing
Agreement by the Mayor of the City.
8. The proposed form of certificate purchase agreement (the
"Purchase Contract") among the City, Union Bank, Daily Tax Free
Income Fund, Inc. (the "Purchaser"), and the Developer in
substantially the form presented to this meeting, is hereby
approved. The Mayor of the City is hereby authorized and
directed, for and in the name and on behalf of the City, to accept
the offer of the Purchaser to purchase the Certificates contained
in the Purchase Contract (when such offer is made and if such
offer is consistent with Section 2 of this Resolution) and to
execute and deliver said Purchase Contract in substantially said
form, with such additions thereto or changes therein as are
recommended or approved by the Mayor of the City upon consultation
with Bond Counsel to the City and the City Attorney, the approval
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of such additions or changes to be conclusively evidenced by the
execution and delivery of said Purchase Contract by the Mayor of
the City.
9. The proposed form of private placement memorandum
-~- relating to the Certificates (the "Placement Memorandum"), in
substantially the form presented to this meeting, is hereby
approved. The Mayor of the City is hereby authorized and directed
for and in the name and on behalf of the City to execute and/or
deliver the Placement Memorandum in substantially said form, with
such additions thereto or changes therein as are recommended or
approved by the Mayor of the City upon consultation with Bond
Counsel to the City and the City Attorney, the approval of such
additions or changes to be conclusively evidenced by the delivery
of said Placement Memorandum by the Mayor of the City. Union
Bank, in its capacity as placement agent for the Certificates, is
hereby authorized to distribute copies of said Placement
Memorandum to the Purchaser.
10. The Certificates shall be delivered by the Trustee to the
Purchaser in accordance with written instructions executed on
behalf of the City by the Mayor of the City, which instructions
said officer is hereby authorized and directed, for and in the
name and on behalf of the City, to execute and delivery to the
Trustee. Such instructions shall provide for the delivery of the
Certificates to the Purchaser in accordance with the Purchase
Contract, upon payment of the purchase price therefor.
11. This City Council hereby approves the purchase price of
the Certificates as set forth in the Purchase Contract.
12. All actions heretofore taken by the officers and agents
of the City with respect to the sale and delivery of the
Certificates are hereby approved, confirmed and ratified, and the
proper officers of the City are hereby authorized and directed,
for and in the name and on behalf of the City, to do any and all
things and take any and all actions and execute any and all
certificates, agreements and other documents, which they, or any
of them, may deem necessary or advisable in order to consummate
the lawful delivery of the Certificates in accordance with this
resolution, including but not limited to those certificates,
agreements and other documents .described in the Trust Agreement,
the Assignment Agreement, the Intercreditor Agreement, the
Purchase Contract, the Remarketing Agreement, the Placement
Memorandum and the other documents herein approved.
,~.,. 13. No Councilmember, official, agent or employee of the City
shall be individually or personally liable for the payment of the
Certificates, but nothing herein contained shall relieve any
Councilmember, official, agent or employee from the performance of
any official duty provided by law.
14. This Resolution shall take effect immediately upon its
adoption.
THE FOREGOING RESOLUTION is approved and adopted by the
City Council of the City of Anaheim this 17th day of December, 1985.
I
MAYO OF THE CI Y OF AN HEIM
ATTEST:
~~~~. ~~ /~ "~
K"'~'~'CITY CLERK OF THE CI OF ANAHEIM
.c
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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. 85R-523 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 December, 1985, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Kaywood, Overholt, Pickler and Roth
NOES: COUNCIL MEMBERS: Bay
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 85R-523 on the 17th day of December, 1985.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 17th day of December, 1985.
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CITY CLERK OF THE CITY 0 AHEIM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing is the original of Resolution No. 85R°.~.~ duly passed and
adopted by the Anaheim City Council on December 17, 1985.
Cj,~ CITY CLERK