91-33011009-60 JHHW:BDQ:rhc 10/"Z~91
CITY OF ANAHEIM. CALIFORNIA
RESOLUTION NO. 91R- 330
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT, AN OFFICIAL NOTICE OF
SALE AND AN OFFICIAL BID FORM IN CONNECTION WITH THE
OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN
ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Anaheim (the "City"), as follows:
WHEREAS, the City, working together with the Community Center Authority (the
"Authority"), is proposing to proceed with a lease financing;
WHEREAS, in connection therewith, the City proposes to finance the acquisition,
construction, installation and equipping of certain improvements to the Anaheim Convention-
Center (the "improvements"), as more particularly described in the hereinaffer defined Lease
Agreement and it is in the public interest and for the public benefit that the City authorize and
direct execution of the hereinafter defined Lease Agreement and certain other financing documents
in connection therewith;
WH EREAS, the financial advisor to the City has been directed to prepare a preliminary
official statement containing information material to the offering and sale of the Certificates of
Participation described below (the "Preliminary Official Statement") and special legal counsel to
the City has been directed to prepare a notice of sale (the "Official Notice of Sale") and a bid form
(the "Official Bid Form") relating to the sale of the Certificates of Participation; 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. The below-enumerated documents be and are hereby approved, and the
Mayor, the City Manager, the City Treasurer or the Finance Director is hereby authorized and
directed to execute said documents, in substantially the form on file with the Secretary, 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 site and facility lease, between the City, as lessor, and the Authority, as lessee;
(b) a lease agreement, between the Authority, as lessor, and the City, as lessee (the
"Lease Agreement"), so long as the stated term of the Lease Agreement does not exceed thirty
t~0) years, so long as the principal amount of the Lease Agreement does not exceed
0,000,000, and so long as the average interest rate payable under the Lease Agreement does
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not exceed nine percent (9)/o) per annum; and
(c) a trust agreement, by and among the Authority, the City and Bank of America National
Trust and Savings Association, as trustee, the selection of w.h. ich trustee is hereby approved
(the "Trust Agreement"), relating to the financing, and the execubon ancl delivery of certificates of
participation evidencing the direct, undivided fractional interests of the owners thereof in lease
payments to be made by the City under the Lease Agreement (the "Certificates of Participation").
Section 2. The City's financial advisor, on behalf of the City, and its City Clerk, are
authorized and directed to cause the Preliminary Official Statement, the Official Notice of Sale and
the Official Bid Form to be distributed to such municipal bondsbroker-dealers, to such banking
institutions and to such other persons as may be interested ~n purchasing the Certificates of
Participation therein offered for sale.
Section 3. The City Clerk is authorized and directed to execute the Official Notice of Sale
on behalf of the City and to call for bids for the sale of the Certificates. The Mayor, the City
Manager, the City Treasurer or the Finance Director, on behalf of the City, is hereby delegated
the authority to accept the best responsible bid for the purchase of the Certificates of
Participation, determined in accordance with the Official Notice of Sale. The Mayor, the City
Manager, the City Treasurer or the Finance Director is hereby authorized and directed to accept
such bid, for and in the name of the City, by notice to the successful bidder. In the event two or
more bids setting forth identical interest rates and premium, if any, are received, the Mayor, the
City Manager, the City Treasurer or the Finance Director, on behalf of the City, may exercise his
or her. own discretion and judgment in making the award and may award the Certificates of
Participation on a pro rata basis in such denominations as he shall determine. The Mayor, the
City Manager, the City Treasurer or the Finance Director, on behalf of the .City, may, in his or her
discretion, reject any and all bids and waive any irregularity or informality m any bid. The Mayor,
the City Manager, the City Treasurer or the Finance Director, on behalf of the City, shall award
the Certificates of Participation or reject all bids not later than 26 hours after the expiration of the
time prescribed for the receipt of proposals unless such time of award is waived by the-
successful bidder.
Section 4. The City Council hereby approves the preparation of a Preliminary Official
Statement describing the financing, together with any changes therein or additions thereto deemed
advisable by the Mayor, the City Manager, the City Treasurer or th.e. Finance Director. The City
Council authorizes and directs the Mayor, the City Manager, the C~ty Treasurer or the Finance
Director, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities
Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the
financial advisor.
Section 5. The Mayor, the City Manager, the City Treasurer 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, the C~ty Treasurer 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 verily 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, the City Treasurer 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.
Section 6. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Certificates of Participation.
Section 7. The Mayor, the City Manager, the City Treasurer, the Finance Director, the
City Clerk and all other appropriate officials of the City are hereby authorized and directed to
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execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the financing herein authorized.
Section 8. This Resolution shall take effect upon its adoption by this City Council.
The FOREGOING RESOLUTION was approved and adopted by the City Council of
the City of Anaheim this ].7~t~ day of December, 1991, by the following vote:
M OF THE CI'
Attest:
CITY CLERK OF THE CITY OF ANAHEIM
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. 91R-330 was introduced and adopted at a regular
meeting provided by law, of the Anaheim City Council held on the 17th day of
December, 1991, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS~ Simpson, Ehrle, Pickler and Hunter
NOES: COUNCIL MEMBERS: Daly
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 91R-330 on the 18th day of December, 1991.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 18th day of December, 1991.
CITY CLERK OF THE CITY OF
(SEAL)
I, LEONORA N. 8OHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing is the original of Resolution No. 91R-330 duly passed and adopted
by the City Council of the City of Anaheim on December 17, 1991.
CITY CLERK OF THE CITY OF ANAHEIM