1985-460RESOLUTION NO. 85R-460
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM APPROVING THE FINANCING TRANSACTION
FOR WEST ANAHEIM CONVALESCENT HOME; AUTHOR-
IZING THE MAYOR TO APPROVE AND EXECUTE
AGREEMENTS; ALLOCATING A PORTION OF THE CITY'S
PRIVATE ACTIVITY BOND LIMIT; AUTHORIZING THE
PROSECUTION OF VALIDATION PROCEEDINGS; 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, Goldrich, Kest & Associates, on behalf of itself
or an assignee or transferee thereof, or a partnership or other
entity of which it is a principal or an assignee or transferee of
such entity (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 the 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, the City, pursuant to Section 103(N) of the
Internal Revenue Code of 1954, as amended (the "Code"), and the
Proclamation of the Governor of the State of California dated as
of July 14, 1984 (the "Proclamation") desires to allocate
$4,000,000 of its Private Activity Bond Limit (as defined in the
Proclamation) to the Project; and
WHEREAS, it is necessary at this time for the City to
authorize and direct certain actions in order to carry out the
financing of the Project in a timely fashion.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. Installment sale financing for the Project with
Certificates of Participation in a principal amount of not to
exceed $4,000,000 for the benefit of the Developer is hereby
approved.
2. The proceeds of the financing shall include such related
and necessary issuance expenses, administrative costs, debt
service reserves and interest payments as may be required to
accomplish successfully the financing.
~~- 3. The Mayor, upon the advice of the City Attorney and Jones
Hall Hill & White, a Professional Law Corporation, Special Counsel
for the City, is authorized to approve, and the City Clerk is
authorized to execute, all agreements necessary to implement
installment sale financing for the Project including, but not
limited to, the following agreements: First Installment Sale
Agreement Relating to West Anaheim Convalescent Facilities, by and
between the Developer, as seller, and the City, as purchaser;
Second Installment Sale Agreement Relating to West Anaheim
Convalescent Facilities, by and between the City, as seller, and
the Developer, as purchaser; Trust Agreement Relating to West
Anaheim Convalescent Facilities, by and among the City, a trustee
to be selected and approved by the Finance Director and the
Developer, and the Developer; First Assignment Agreement Relating
to West Anaheim Convalescent Facilities, by and between the City
and the Developer; Certificate Purchase Agreement of the purchaser
of the Certificates of Participation (the "Certificates")
representing purchase payments under the above-referenced First
Installment Sale Agreement at a rate of interest reflecting a
variable rate or such other rate as shall provide the most
economical interest rate for the financing based upon the current
market for securities similar to the Certificates; and Agreement
for Legal Services, by and among the City and Jones Hall Hill &
White, A Professional Law Corporation, in which said firm agrees
to act as Special Counsel for the City in connection with the
financing transaction.
4. The Mayor of the City is authorized to approve a
preliminary official statement relating to the Certificates and to
authorize its distribution in the sale of the Certificate and to
approve and execute a final official statement and a certificate
providing that material facts have been disclosed in the final
official statement.
5. The Finance Director, the City Attorney, the City Clerk
and such other officers of the City as may be appropriate are
authorized to approve and execute such agreements, statements,
certificates, receipts and other documents as may be necessary to
provide for the execution and delivery of the Certificates and to
consummate the transactions referenced in the agreements described
in Paragraph 3 hereof.
6. $4,000,000 of the City's Private
1985 is hereby allocated to the Project.
hereby certifies under penalty of perjury
contained in this Resolution was not made
bribe, gift, gratuity, or direct or indir
political campaign.
Activity Bond Limit for
Further, the undersigned
that the allocation
in consideration of any
ect contribution to any
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7. 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.
8. Jones Hall Hill & White, A Professional Law Corporation,
as Special Counsel to the City in connection with the financing is
hereby authorized to institute and prosecute, or cause to be
instituted and prosecuted, to completion any proceedings in the
local Superior Court deemed necessary by such firm to obtain a
judgment upholding the validity of the Certificates and the
financing hereunder upon the commitment by Developer to pay the
cost of such litigation.
9. The City hereby finds that the consummation of the
financing described herein is a substantial inducement to the
Developer to construct the Project and said Project will further
the public purposes of the City.
10. This financing transaction is contingent upon City
Council approval of purchase price of the Certificates of
Participation.
11. If satisfactory financing terms are not agreed upcn, the
Developer shall bear all City costs directly re~ated to this
financing.
12. This .Resolution shall take effect from and after its
adoption.
THE FOREGOING RESOLUTION is approved and adopted by the
City Council of the City of Anaheim this 29th day of October, 1985.
OG.
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
Q i~ (.._.
CI`T`Y CLERK OF THE CITY OF ANAHEIM
ME5:fm
4357M
102285
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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-460 was introduced and adopted at a regular ~"'`
meeting provided by law, of the City Council of the City of Anaheim held on
the 29th day of October, 1985, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Kaywood, Bay, Pickler, Overholt and Roth
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 85R-460 on the 29th day of October, 1985.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 29th day of October, 1985.
.`'~„
CITY CLERK OF THE CITYj`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. 85R-460 du~.y passed and
adopted by the Anaheim City Council on October 29, 1985.
/~~
CITY CLERK