93-19811009 -74. 3HHW:BDQ:rhc 08/26/93
Authorizing Resolution 09/07/93
CITY OF ANAHEIM, CALIFORNIA
RESOLUTION NO. 93R-198
A RESOLUTION APPROVING THE FORM AND AUTHORIZING THE
EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE
INSTALLMENT SALE REFINANCING OF HEALTH FACILITIES FOR
ANAHEIM MEMORIAL HOSPITAL ASSOCIATION AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED by the City Council of the City of Anahe'ma (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, in May, 1990, the City assisted Anaheim Memorial Hospital Association (the
"Hospital"), a nonprofit, public benefit corporation created and existing under the laws of the State
of California with the installment sale financing of certain property through the sale of
$40,300,000 Certificates of Participation (the "1990 Certificates"); and
WHEREAS, due to lower interest rates currently obtainable in the tax-exempt market the
Hospital, with the aid of the City, now proposes to refund the 1990 Certificates 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, Shattuck Hammond Partners, Inc. (the "Underwriter"), has caused to be
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 fried 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 Relating to Health Facilities, to be dated as of
October 1 1993 between the Hospital and the City (the "First Installment Sale Agreement");
(b) The Second Installment Sale Agreement Relating to Health Facilities, to be dated as
of October 1, 1993, between the City and the Hospital (the "Second Installment Sale Agreement");
(c) The Trust Agreement Relating to Health Facilities, to be dated as of October 1,
1993, among Bank of America National Trust and Savings Association, 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
October 1, 1993, between the City and the Hospital;
(e) The Certificate Purchase Contract, to be dated the date of sale of the Certificates of
Participation, by and among the Underwriter, the Hospital and the City; and
(f) The Escrow Deposit and Trust Agreement, to be dated the date of delivery of the
Certificates of Participation, by and among the City, the Hospital and Bank of America National
Trust and Savings Association, as escrow bank.
Section 2. The City Council hereby approves the Preliminary Official Statement
describing the financ'mg, in substantially the form on ffie 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 Council 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 "final" pursuant to Rule 15c2-12 under
the Securities Exchange Act of 1934 (the "Rule") the PreYnninary 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 f'mal 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 untrae 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 mislead'mg 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.
Section 4. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Certificates of Participation.
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 installnent 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 28th day of September, 1993.
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. 93R-198 was Introduced and adopted at a regular meeting provided by law, of the Anaheim City Council
held on the 28th day of September, 1993, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Feldhaus, Hunter, P~ckler, Simpson, Duly
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of: the City of Anaheim signed said Resolution No. 93R-198 on
the 29th day of September, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim
this 29th day of September, 1993.
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. 93R-198 was duly passed and adopted by the City Council of the City of Anaheim on
September 28, 1993.
CITY CI.ERK OF THE CITY OF ANAHEIM