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1985-304RESOLUTION N0. 85R-304 A RESOLUTION CALLING FOR BIDS FOR CERTIFICATES OF PARTICIPATION, APPROVING DISTRIBUTION OF OFFICIAL STATEMENT, NOTICE OF SALE AND BID FORM, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City of Anaheim, California, as follows: WHEREAS, the City Council of the City of Anaheim is proceeding to finance various police facility improvements from the proceeds of certain Certificates of Participation evidencing proportionate interests of the owners thereof in lease payments to be made by City to the Anaheim Public Improvement Corporation, in the principal amount of $22,540,000 (the "Certificates") and it is desirable that the Certificates be offered for public sale at this time; and WHEREAS, the financial advisors to the City have been directed to prepare an Official Statement and the bond counsel to the City has been directed to prepare a Notice of Sale and a Bid Form; and WHEREAS, the preliminary form of Official Statement, Notice of Sale and Bid Form have been prepared and filed with the City Clerk, and this Council, with the aid of its staff, has reviewed each and every part thereof; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: 1. Tuesday, August 13, 1985, at the hour of 9:00 a.m. (California time) is hereby fixed as the time, and the office of the City Clerk of the City of Anaheim, Room 217, Civic Center, City of Anaheim, 200 South Anaheim Boulevard, Anaheim, California, is hereby fixed as the place at which bids will be received for the purchase of the Certificates, as described in and subject to the terms and conditions of the Official Notice of Sale hereinafter set forth. 2. The City Council hereby approves the Official Notice of Sale substantially in the form on file with the City Clerk, together with any changes deemed advisable by the Finance Director upon consultation with Merrill Lynch Capital Markets Group, as financial advisor to the City (the "Financial Advisor">, and Jones Hall Hill & White, A Professional Law Corporation, as special counsel to the City. Such Official Notice of Sale shall constitute the official notice inviting bids on the sale of the Certificates, and the Financial Advisor is hereby authorized and directed on behalf of the City to cause copies of such Official Notice to be printed and distributed to prospective bidders. 3. The actions of Jones Hall Hill & White, A Professional Law Corporation, as special counsel of the City, in causing to be published, on behalf of the City, pursuant to Government Code Section 53692, a notice of intention to sell the Certificates and in providing, on behalf of the City, notice of said sale to the California Debt Advisory Commission, are hereby ratified and approved. 4. The City Council hereby approves the preliminary form of the Official Statement describing the Certificates and the financing to be accomplished thereby, as prepared by the Financial Advisor on behalf of the City and presented to the City Council at the meeting at which this resolution is adopted, together with any changes thereto deemed advisable by the Finance Director upon consultation with the Financial Advisor. The Financial Advisor is hereby authorized and directed on behalf of the City to cause copies of such Official Statement to be printed and distributed to prospective bidders, and to take any other actions on behalf of the City as they may deem advisable in connection with the sale of the Certificates. 5. The City Manager, the City Clerk, the Finance Director and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, and take any and all actions, which they or any of them might deem necessary or appropriate in connection with the sale of the Certificates. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the Gity of Anaheim this 16 day of July 1985. i~r ' MAYOR OF THE CITY ANAHEIM ATTEST: /~ 1 CITY CLERK OF THE CITY OF ANAHEIM 2 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. 85x-3o4 was introduced and adopted at a regular meeting provided by law, of the City Council of the City of Anaheim held on the 16th day of July 1985, by the following vote of the members thereof: AYES COUNCIL MEMBERS: Kaywood, Pickler, Overholt and Roth NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Bay AND I FURTHER certify that the Mayor of the City of Anaheim signed and certified said Resolution No. 85x-304 on the 16th day of July , 1985. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 16th day of July 1985. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORA N. ~C!iL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 85R-304 ___ duly passed and adopted by the Anaheim City Council on July 16 ~_, 1985. _ ~--- --- CITY CLERK 3 OFFICIAL NOTICE OF SALE $22,540,000 .~ CITY OF ANAHEIM, CALIFORNIA CERTIFICATES OF PARTICIPATION NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City Clerk of the City of Anaheim, California, at the office of said City Clerk at Room 217, Civic Center, City of Anaheim, 200 South Anaheim Boulevard, Anaheim, California, on TUESDAY, AUGUST 13, 1985 at 9:00 o'clock A.M., California time, for the purchase of $22,540,000 principal amount of Certificates of Participation (the "Certificates"), evidencing the proportionate interests of the owners thereof in lease payments to be made by the City of Anaheim, Cal i forni a ( the "City" > , as the rental for certain property pursuant to a Lease Agreement Relating to Capital Improvements Project C between the CITY OF ANAHEIM (the "City">, as lessee and the ANAHEIM PUBLIC IMPROVEMENT CORPORATION (the "Corporation"), as lessor, dated as of August 1, 1985 (the "Lease Agreement"). The Certificates are more particularly described in a Trust Agreement Relating to Capital Improvements Project C, by and among the City, the Corporation, and Security Pacific National Bank, Los Angeles, California, as trustee (the "Trustee"), dated as of August 1, 1985 (the "Trust Agreement">. Copies of the Lease Agreement and the Trust Agreement will be furnished to any interested bidder upon request. DATE; DENOMINATION: The Certificates are to be delivered in fully registered form in denominations of $5,000 or authorized integral multiples thereof, all dated August 1, 1985, and comprising all of the authorized Certificates. No Certificate shall have principal maturing on more than one principal payment date. MATURITIES: The Certificates will mature serially on August 1 in each of the years and in the amounts, as follows: Maturity Date Principal Maturity Date Principal Aiimict i Amount August 1 Amount 1987 $ 10,000 1998 $ 775,000 1988 730,000 1999 $ 845,000 1989 1,125,000 2000 $ 925,000 1990 1,220,000 2001 $1,005,000 1991 1,320,000 2002 $1,100,000 1992 1,430,000 2003 $1,200,000 1993 500,000 2004 $1,305,000 1994 550,000 2005 $1,425,000 1995 595,000 2006 $1,560,000 1996 650,000 2007 $1,700,000 1997 715,000 2008 $1,855,000 -~~°~.. MANDATORY REDEMPTION: The Certificates are subject to mandatory redemption in whole or in part from time to time (but not in a total redemption amount of less than $20,000 at any one time>, in inverse order of the principal payment date applicable to the lease Payments for the respective improvements being leased by the City, and by lot within a payment date, on any February 1 or August 1 payment date, without premium, at the principal amount thereof, together with accrued interest to the date fixed for redemption, from the net proceeds of insurance or condemnation, or from amounts received by the Trustee upon an event of default under the Lease Agreement and upon termination of the Lease Agreement, or on August 1, 1988, or upon a certificate of the City requesting extension of said date, on August 1, 1989 from amounts transferred by the Trustee from the Construction Account to the Lease Payment Account, all as more particularly described in the Trust Agreement. OPTIONAL REDEMPTION: The Certificates maturing on or before August 1, 1994 are not subject to optional redemption prior to maturity. The Certificates maturing on or after August 1, 1995 are subject to redemption prior to maturity, at the option of the City, as a whole, on August 1 , 1994, and on any August 1 or February 1 hereafter, at the principal amount thereof, plus accrued interest to the date of redemption, plus a premium (expressed as percentages of the principal amount to be redeemed). Date of Redemption Redemption Price August 1, 1994 and February 1, 1995 2.0 August 1, 1995 and February 1, 1996 1.5 August 1, 1996 and February 1, 1997 1.0 August 1, 1997 and February 1, 1998 .5 August 1, 1998 and thereafter 0 PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the corporate trust office of Security Pacific National Bank, Los Angeles, California. PURPOSE: The proceeds of the sale of the Certificates are to be applied by the City to acquire, construct, and install certain police facility improvements (the "Project">. The Project will be leased by the Corporation to the City pursuant to the Lease Agreement. SECURITY: The Certificates evidence proportionate ownership interests in lease payments to be made by the City to the Trustee pursuant to the Lease Agreement subject to annual appropriations therefor which the City has covenanted to make. Bidders are referred to the Lease Agreement, the Trust Agreement and the Preliminary Official Statement, copies of which may be obtained from the financial advisor of the City, Merrill Lynch Capital Markets, 400 South Hope Street, 20th Floor, Los Angeles, California 90071, for further details. TAX EXEMPT STATUS: In the opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, special legal counsel to the City, the interest component of each of the lease payments paid by the City pursuant to the Lease Agreement is exempt from federal and State of California personal income taxes under existing laws, regulations, or rulings 2 ~~~~ ~` and judicial decisions. In the event that prior to the delivery of the Certificates, (a> the interest component of the lease payments or other obligations of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by a ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b> any federal income tax law is adopted which will have a substantial adverse effect upon the owners of Certificates as such, the successful bidder may, at his option, prior to the tender of the Certificates, be relieved of his obligation under the contract to purchase the Certificates, and in such case the deposit accompanying his bid will be returned. LEGAL OPINION: The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, approving the validity of the Certificates, the Lease Agreement and the Trust Agreement, will be furnished to the successful bidder without cost. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on~each Certificate without charge to the successful bidder. CERTIFICATE INSURANCE: The financial consultant to the City, Merrill Lynch Capital Markets, has taken steps to qualify the Certificates for insurance through various municipal bond insurers. Bidders on the Certificates may elect to purchase such insurance if qualification is obtained through any one of such insurers at the bidder's own expense. The cost of obtaining such insurance will not be considered by the City in determining the bid with the lowest net cost to the City. TERMS OF SALE FORM OF BID; MAXIMUM DISCOUNT: All bids must be for not less than all of the Certificates hereby offered for sale and for not less than ninety-eight percent (98%) of the par value thereof and accrued interest to date of delivery. The amount of any discount specified in any bid shall not exceed two (2%) of the aggregate principal amount of the Certificates. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the City with the envelope and bid clearly marked "Proposal for Purchase of City of Anaheim, California, Certificates of Participation". Each bid must be in accordance with the terms and conditions set forth in this notice. Bids may be ma>>p~ ~r delivered to the City in care of the City Clerk at the address mentioned above, but must be received by 9:00 A.M. (California time>, August 13, 1985. INTEREST RATE: The maximum interest rate bid may not exceed twelve percent (12%) per annum. Interest represented by the Certificates is payable on February 1, 1986, and thereafter semiannually on August 1 and February 1 of each year. Bidders must specify the rate of interest represented by each maturity of Certificates. Bidders will be permitted to bid different rates of interest; but (i) the maximum differential between the highest and lowest interest rates specified. in any bid shall not exceed two percent per annum; (ii> each interest rate specified in any bid must be in a multiple of one one-hundredth (1/100) of one percent per annum; (iii) no Certificate shall have more than one applicable rate of interest; (iv> interest with respect to 3 ~~ ' - ~~~. a Certificate shall be computed from its date to its stated maturity date at the interest rate specified in the bid; (v> the same interest rate shall apply to all Certificates maturing at any one time; (vi> any premium must be paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price, and (vii> the interest rate on the Bonds maturing in each year must be the same as or higher than the interest rate on the Bonds maturing in the preceding year. HIGHEST BID: The Certificates will be awarded to the highest responsible bidder, considering the rate or rates specified and the discount bid or premium offered, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from, and adding the amount of the discount bid (if any> to the total amount of interest which would be required to be paid with respect to all Certificates from August 1, 1985, to their respective maturity dates at the interest rate or rates specified in the bid, and the award will be made on the basis of the lowest net interest cost. The purchaser must pay accrued interest computed on a 360-day year basis, from the date of the Certificates to the date of delivery. RIGHT OF REJECTION: The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The Council will take action awarding the Certificates or rejecting all bids not later than twenty-six (26> hours after the expiration of the time herein prescribed for the receipt of bids, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: Delivery of the Certificates will be made to the successful bidder at the offices of Jones Hall Hill & White, A Professional Law Corporation, in San Francisco, California, as soon as the Certificates can be prepared, which it is estimated will be on August 28, 1985. Payment for the Certificates must be made in Federal Reserve Bank funds or other funds immediately available to the City in San Francisco, California. Any expense providing immediate San Francisco funds, whether by transfer of Federal Reserve Bank fund or otherwise, shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Trustee shall fail to execute the Certificates and tender the same for delivery within 60 days from the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying his bid. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company having an office in Los Angeles, California, in the amount of one percent (19a> of the principal amount of the Certificates, payable to the order of the City Treasurer of the City, must accompany each proposal as a guarantee that the bidder, if successful, will accept and pay for the Certificates in accordance with the terms of its bid. The purchase price paid by the successful bidder shall be net of the amount represented by said check. If after the award of the Certificates the successful bidder fails to complete his purchase on the terms stated in his proposal, the amount 4 ~~' ~<~~ represented by the check will be retained by the City. The check accompanying each unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST COST: Each bidder is requested, but not required, to state in his bid the total net interest cost in dollars and the percentage net interest cost determined thereby, which shall be considered as informative only and not binding on either the bidder or the City. NO LITIGATION: There is no litigation pending concerning the validity of the Certificates, the existence of the City or the entitlement of the officers thereof to their respective offices, and the successful bidder will be furnished a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Certificates. CUSIP,NUMBERS; It is anticipated that CUSIP numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificates nor any error with respect thereto shall constitute cause for a fai 1 ure or refusal by the purchaser thereof to accept delivery of and pay for the Certificates in accordance with the terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. CALIFORNIA DEBT ADVISORY COMMISSION FEES: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Certificates may be charged the California Debt Advisory Commission fee, which is 1/80th of 1 percent of the principal amount of the Certificates. OFFICIAL STATEMENT: The City has adopted an official statement relating to the Certificates and has authorized Merrill Lynch Capital Markets, the City's financial advisor, to make use of said Official Statement in connection with the sale of the Certificates. A copy of said Official Statement and any other information concerning the proposed financing will be furnished upon request to the financial advisor to the City, Merrill Lynch Capital Markets, 400 South Hope Street, 20th Floor, Los Angeles, California 90071. CERTIFICATE: The City will deliver to the purchaser of the Certificates a certificate of an official of the City, dated the date of Certificate delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the official statement does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the City which would make it unreasonable for the purchaser of the Certificates to rely upon the Official Statement, will be supplied to the purchaser of the Certificates for this purpose at the expense of the City. Dated: July 16, 1985 v ~~~_s~c-~ Leonora N. Soh1 City Clerk 5 ~' - ~~` [BID FORM] PROPOSAL FOR THE PURCHASE OF CERTIFICATES OF PARTICIPATION (CAPITAL IMPROVEMENTS PROJECT C) EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN LEASE PAYMENTS TO BE MADE BY THE CITY OF ANAHEIM, CALIFORNIA, TO ANAHEIM PUBLIC IMPROVEMENT CORPORATION August 13, 1985 Honorable City Council_of the City of Anaheim c/o City Clerk of the City of Anaheim 200 South Anaheim Boulevard P.O. Box 3222 Anaheim, California 92803 Gentlemen: We offer to purchase the Twenty-Two Million Five Hundred Forty Thousand ($22,540,000) principal amount of the captioned Certificates of Participation, all or none, as more particularly described in the Notice of Sale hereinafter mentioned,with interest rates as set forth in the following schedule, and to pay therefor the aggregate sum of $ plus interest accrued with respect to such Certificates of Participation from their dated date of August 1, 1985, to the date of delivery thereof. Maturity Date Principal Interest Maturity Date Principal Interest (August 1> Amount Rate (August 1) Amount Rate 1987 $ 10,000 % 1998 $ 775,000 1988 730,000 1999 845,000 1989 1,125,000 2000 925,000 1990 1,220,000 2001 1,005,000 1991 1,320,000 2002 1,100,000 1992 1,430,000 2003 1,200,000 1993 500,000 2004 1,305,000 1994 550,000 2005 1,425,000 1995 595,000 2006 1,560,000 1996 650,000 2007 1,700,000 1997 715,000 2008 1,855,000 ~~~' - ~~~ This proposal is made subject to all the terms and conditions of the Official Notice of Sale of said Certificates of Participation dated July 16, 1985, all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal. This proposal is subject to acceptance within twenty-six (26> hours after the expiration of the time for the receipt of proposals, as specified in said Official Notice of Sale. There is enclosed herewith a certified or cashier's check for $ (being 1% of the principal amount of Certificates of Participation bid for hereunder) payable to the order of City Treasurer of the City of Anaheim. We hereby request that printed copies of the Official Statement pertaining to the Notes be furnished us in accordance with the terms of said Official Notice of Sale. The following in our computation made as provided in the Official Notice of Sale, but not constituting any part of the foregoing, of the net interest cost under the foregoing proposal: Total Interest $ Less Premium or Plus Discount. $ Net Interest Cost $ Net Interest Rate Following is a list of the members of our account on whose behalf this bid is made. Respectfully submitted, Name of firm Account Manager By Address City State 2 ~~' ~ ~~`~