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HomeMy WebLinkAboutPublic Facilities Corporation - 86-03 18019-13 - JHHW VFA dtd July 31. 1986 F6452 RESOLUTION NO. 86-03 RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION APPROVING PROCEEDINGS TO DEFEASE 1972 LEASEHOLD MORTGAGE BONDS, FIRST ISSUE WHEREAS, the Huntington Beach Public Facilities Corporation (the "Corporation") has heretofore entered into an Indenture of Mortgage and Deed of Trust dated as of January 15, 1972, (the "1972 Indenture") pursuant to which the Corporation has issued its Leasehold Mortgage Bonds, First Issue, dated January 15, 1972. (the "1972 Bonds") for the purpose of financing the acquisition and construction of certain land and improvements (the "Project") constituting the Civic Center of the City of Huntington Beach (the "City"), and has heretofore leased the Project to the City pursuant to the Lease and Sublease dated as of January 15, 1972, by and between the City and the Corporation (the "1972 Lease"); and WHEREAS, the City has the right under Section 1 of the 1972 Lease to require the discharge of the 1972 Indenture at any time if the City provides the Corporation with the necessary funds therefor, subject to the terms of the Indenture; and WHEREAS, the City proposes at this time to exercise such right by depositing with Bank of America National Trust and Savings Association, as trustee under the Indenture (the "Trustee"), an amount sufficient to provide for the payment of the principal of and interest on the 1972 Bonds when due and payable to maturity, all pursuant to and in accordance with Section 1202 of the Indenture; and WHEREAS, the Board of Directors of the Corporation has been presented with an Escrow Deposit and Trust Agreement setting forth the manner in which the amounts so deposited by the City will be held and applied; and WHEREAS, upon such deposit with the Trustee, the 1972 Bonds will be deemed to have been paid pursuant to Section 1202 of the Indenture, and the term of the 1972 Lease will thereby end pursuant to Section 4 of the 1972 Lease, with the result that title to the Project will vest in the City pursuant to Section 9 of the 1972 Lease and all assets of the Corporation relating to the Project will be distributed to the City pursuant to Section 1 of the 1972 Lease; and WHEREAS, a report prepared by Arthur Anderson & Company, certified public accountants, has been received by the Corporation, certifying that the cash and securities to be deposited under the Escrow Deposit and Trust Agreement (as hereinafter defined) will be at all times at least sufficient to make the payments with respect to the 1972 Bonds as herein provided; and t WHEREAS, the Board of Directors of the Corporation approves of said transactions and wishes to authorize the proceedings required to be undertaken by the Corporation relating thereK,; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Huntington Beach Public Facilities Corporation as follows: Section 1. Approval of Defeasance. The Board hereby approves the defeasance of the 1972 Bonds pursuant to and in accordance with Section 1202 of the Indenture and the Closing Memorandum attached as Exhibit A hereto, with the effect as provided in the 1972 Lease. Section 2. Approval of Escrow Deposit and Trust Agreement. The Escrow Deposit and Trust Agreement, to be entered into among the Corporation, the City and Bank of America National Trust and Savings Association, as Escrow Bank, is hereby approved in the form presented to the Board with this Resolution, and the President and Secretary are authorized and directed to execute said agreement in the form presented, together with such changes therein as are approved by them. Section 3. Authorization of Corporation Proceedings. The President, Vice President and Secretary of the Corporation, and any other officers of the Corporation, each are authorized and directed to execute any and all agreements, certificates. receipts, requests, instruments of conveyance, requisitions and other documents required to consummate the discharge of the 1972 Bonds and the defeasance of the 1972 Indenture pursuant to and in accordance with the provisions of Article XII of the 1972 Indenture, and to consummate the transfer to the City of the Project and any other assets of the Corporation relating thereto pursuant to and in accordance with the provisions of the 1972 Lease, all as set forth in such Exhibit "A". Section 4. Effective Date. This resolution shall take effect immediately upon its passage and adoption by the below-specified vote and shall be of no further force and effect as of December 31. 1986, if the proceedings and transactions contemplated herein have not been consummated on or before such date. AYES: 5 Wight, Garafalo, Faber, West, Carpenter NOES: 0 ABSENT: 0 By ,. Presiderd 10 (SEAL) Attest BI Y Secretary -2- The foregoing instrument is a true and correct copy of the original instrument on file in the office of the Secretary of the Corporation. ATTEST: orraine Faber,�Se Huntington Beach Public Facilities Corp. Date: August 27 , 1986 -3- EXHIBIT A July 23, 1986 CLOSING MEMORANDUM TO: All Parties on the Attached Distribution List RE: Certificates of Participation (Civic Center Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach as the Rental for Certain Property Pursuant to a Lease Agreement with the City of Huntington Beach Civic Improvement Corporation The Pre-Closing and Closing of the captioned financing are scheduled to be held in the offices of Jones Hall Hill & White, A Professional Law a` Corporation, Four Embarcadero Center, Suite 1950, in San Francisco, California, on Tuesday, August 12, and Wednesday,Y August 13, respectively. The Pre-Closing will begin at 1:00 p.m. and the Closing will begin at 8:30 a.m. Enclosed is a Schedule of Transcript Documents which sets forth the documents to be presented and/or executed prior to Closing or at Closing. This Memorandum makes reference to items listed on the Schedule of Transcript Documents by the letter/number designation beside which they are listed. The draft documents enclosed are numbered in the upper right-hand corner with their corresponding letter/number designation on the Schedule of Transcript Documents. - Set forth below is a description of procedures and responsibilities as they affect each Closing participant. All documents executed and received by this office prior to the Closing, as requested herein, will be held in escrow by this office for delivery at the Closing upon consent and agreement of the Parties thereto. PLEASE NOTE: A signing session is scheduled to be held at City Hall at 10:00 a.m. , Tuesday, August 5, through Stephen Kohler, Senior Community Development Specialist, for the Mayor, City Administrator, and City Clerk of the City; the President and Secretary of the Huntington Beach Public Facilities Corporation; and the President, Chief Financial Officer and City of Huntington Beach . July 23, 1986 Page 2 - Secretary of the City of Huntington Beach Civic Improvement Corporation to execute the documents to which they are a signing session Party. In order to prepare the documents for said si 9 9 , please transmit your comments regarding the enclosed Schedule of Transcript Documents and draft documents to the undersigned or Chick Adams, no later than 5:00 p.m. Friday, August 1, 1986. CITY 1. At the signing session scheduled to be held at City Hall at 10:00 a.m. , Tuesday, August 5, the Mayor, City Administrator, Chief of Administrative Services and the City Clerk will be requested to execute the documents listed below. The undersigned will notarize the documents that require notarization. The City Clerk is requested to bring the City seal . (a) Acquisition Agreement: to be executed by the Mayor and City Clerk, (b) Grant Deed from City to Corporation: to be executed by the Mayor and City Clerk signatures to be notarized) , (c) Discharge of 1972 Lease and Sublease: to be executed by the Mayor and the City Clerk signatures to be notarized), {d) Memorandum of Lease A reement: to be executed by the Mayor and City Clerk (signatures to be notarized), (e) Lease Agreement: to be executed by the Mayor and City Clerk, (f) Trust Agreement: to be executed by the Mayor and City Clerk, (g) Escrow Deposit and Trust Agreement: to be executed by the Mayor and City Clerk, (h) Incumbency and Signature Certificate: to be executed by the Mayor, City Administrator, Chief of Administrative Services and the City Clerk, (i) Certificate as to Arbitrage: to be executed by the Chief of Administrative Services, and W Officer's Jerk. Certificate: to be executed by the Mayor and City 2. Please have prepared and deliver to the afbrementioned signing session five (5) certified copies of the following resolution, each of which should bear a legend to the effect that "The foregoing instrument is a true City of Huntington Beach July 23, 1986 Page 3 - and correct copy of the original instrument on file in the office of the City Clerk of the City of Huntington Beach, which legend should be originally executed by the City Clerk over which signature the seal of the City should be impressed: f "Resolution of the City Council of the City of Huntington Beach Approving Sale and Leaseback of Civic Center Land and Improvements with City of Huntington Beach Civic Improvement Corporation, Approving and Authorizing Execution of Related Acquisition Agreement, Lease Agreement and Trust Agreement, Authorizing Proceedings for Refinancing of 1972 Bonds Issued to Finance Such Land and Improvements, Approving Official Statement and Sale of Not to Exceed $20,000,000 Certificates of Participation, and. Approving Related Documents and Official Action", adopted July 21, 1986. 3. Please have prepared and deliver to the aforementioned signing session, evidence of, or commitment to provide insurance: public liability and property damage insurance, fire and -special extended coverage and earthquake insurance and rental interruption insurance pursuant to Sections 5.3, 5.4 and 5.5 of the Lease Agreement, in the form required pursuant to Section 5.6 of Lease Agreement. 4. Please advise the undersigned of any costs of issuance to be paid at Closing from the Costs of Issuance Fund. If any amount(s) are to be disbursed at Closing from said Account, please have invoices prepared and deliver to the aforementioned signing session. 5. At the Pre-Closing, the Chief of Administrative Services will be requested to execute the following: (a) Written Request of City for Disbursements from Costs of Issuance Fund, and (b) City's Receipt of Rental Revenue Fund, Administrative Expense Fund, Debt Service Fund and Bond Redemption Fund from 1972 Trustee. CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION 1. At the signing session scheduled to be held at City Hall at 10:00 a.m. , Tuesday, August 5, the President, Chief Financial Officer and Secretary will be requested to execute the documents listed below. The undersigned will notarize the documents that require notarization. The Secretary is requested to bring the Corporation seal. (a) Acquisition Agreement: to be executed by the President and Secretary, City of Huntington Beach July 23, 1986 Page 4 - (b) Certificate of Acceptance of Grant Deed from City to Corporation: to be executed by the President and Secretary signatures to be notarized), (c) Memorandum of Lease Agreement: to be executed by the President and Secretary signatures to be notarized), (d) Lease Agreement: to be executed by the President and Secretary, (e) Assignment Agreement: to be executed by the President and Secretary signatures to be notarized), (f) Trust Agreement: to be executed by the President and Secretary, (g) Certificate Regarding Effectiveness of By-Laws and Articles of Incorporation. to be executed by the Secretary, (h) By-Laws of Corporation: to be executed by the Secretary, (i) Signature Certificate of Corporation: to be executed by the President, Chief Financial Officer and Secretary, (j) Written Request to Trustee: to be executed by the President, (k) Officer's Certificate of Corporation: to be executed by the President and Secretary, and (1) Requisition for Disbursements from Acquisition Fund: to be executed by the Chief Financial Officer. 2. Please have prepared and deliver to the aforementioned signing session, five (5) certified copies of the following resolution, each of which should bear a legend to the effect that "The foregoing instrument is a true and correct copy of the original instrument on file in the office of the Secretary of the Corporation, which legend should be originally executed by the Secretary over which signature the seal of the Corporation should be impressed: Resolution No. 86-6, "Resolution of the Board of Directors of the City of Huntington Beach Civic Improvement Corporation Approving Purchase and Leaseback of Civic Center Land and Improvements with the City of Huntington Beach, Approving and Authorizing Execution of Related Acquisition Agreement, Lease Agreement, Assignment Agreement and Trust Agreement, Approving Official Statement and Sale of Not to Exceed S20,000,oOO Certificates of Participation, and Approving Related Documents and Official Action", adopted August 4, 1986. City of Huntington Beach July 23, 1986 Page 5 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION I. At the signing session scheduled to be held at City Hall at 10:00 a.m. , Tuesday, August 5, the President and Secretary will be requested to execute the documents listed below. The undersigned will notarize the documents that require notarization. The Secretary is requested to bring the Corporation seal. (a) Discharge of 1972 Lease and Sublease: to be executed by the President and Secretary, (b) Escrow Deposit and Trust Agreement: to be executed by the President and Secretary, (c) Certificate Regarding Effectiveness of By-Laws and Articles of Incorporation: to be executed by the Secretary, and (d) Signature Certificate of Corporation: to be executed by the President and Secretary. 2. Please have prepared and deliver to the aforementioned signing session, five (5) certified copies of the following resolution, each of which should bear a legend to the effect that "The foregoing instrument is a true and correct copy of the original instrument on file in the office of the Secretary of the Corporation, which legend should be originally executed by the Secretary over which signature the seal of the Corporation should be impressed: "Resolution of the Board of Directors of the Huntington Beach Public Facilities Corporation Approving Proceedings to Refinance 1972 Leasehold Mortgage Bonds, First Issue", adopted July 30, 1986, and- 3. Please also have prepared and deliver to the aforementioned signing session, the following documents: (a) Corporation's By-Laws, (b) Articles of Incorporation, as certified by the Secretary of State Of California, and (c) Letter of Exempt Standing From Internal Revenue Service. TRUSTEE AND COUNSEL 1. When the proof for the Certificates of Participation has been cleared, the undersigned will inform the Trustee when the definitive City of Huntington Beach July 23, 1986 Page 6 - Certificates of Participation will be delivered for registration and execution. 2. The undersigned will deliver to the Trustee by Friday, August 8, five (5) copies of the Assignment Agreement (signatures to be notarized) to be executed and returned to the undersigned by 10:00 a.m. , Monday, August 11. 3. The undersigned will notify the Trustee, by Monday, August 11, of the amount(s) and payee(s) of any disbursements to be made at Closing from the Costs of Issuance Fund and the Acquisition Fund. The Trustee is requested to prepare and deliver to the Closing checks/and or fedwires for payment of such amount(s). 4. Please have prepared and deliver to the Pre-Closing, the following: (a) five (5) originally executed copies of your Certificate of Trustee relating to due authorization, authentication and incumbency and including certified general signing resolution of board of directors, and (b) five (5) originally executed copies of the Opinion of Counsel to the Trustee required pursuant to Section 9(6) of the Purchase Agreement. Please note that said opinion is to be dated the date of Closing, August 13, 1986. 5. At the Pre-Closing, the Trustee will be requested to execute the following documents: (a) Trust Agreement, and (b) Certificate of Trustee. 6. At the Closing, upon receipt by the Trustee of the purchase price of the Certificates of Participation, the Trustee will be requested to execute the Trustee's Receipt of Proceeds, and upon receipt from the Escrow Bank of the Reserve Account for the 1972 Bonds, the Trustee will be requested to execute the Trustee's Receipt of Reserve Account from Escrow Bank. BANK OF AMERICA AS 1972 TRUSTEE AND ESCROW BANK 1. Please deliver to the Pre-Closing the following: (a) Certificate of Escrow Bank relating to due authorization, authentication and incumbency and including certified general signing resolution of board of directors, (b) Originally executed UCC-2 Termination Statements to be filed at Closing, and City of Huntington Beach July 23, 1986 • Page 7 - • (c) Copy of the State and Local Government Securities Subscriptions for Federal Securities to be deposited into escrow. 2. At the Pre-Closing you will be be requested to execute the Escrow Deposit and Trust Agreement. 3. At the Closing you will be requested to executed the following documents: (a) Certificate Verifying Receipt of Funds from City for deposit into Escrow Fund and Acknowledging Purchase of Federal Securities pursuant to Section 4 of Escrow Agreement, and (b) Certificate Verifying Transfer by 1972 Trustee of 1972 Bonds Accounts and Funds: Reserve Account to Trustee and Rental Revenue Fund, Administrative Expense Fund, Debt Service Fund and Bond Redemption Fund to City pursuant to Section 5(a) of Escrow Agreement. UNDERWRITER AND COUNSEL 1. Please advise the undersigned of the amount(s) and payee(s) of any Costs of Issuance which are to be paid at Closing and for which you will deliver invoices at the Closing. s_ 2. Please have prepared and deliver to the undersigned the following: (a) at least five (5) originally executed copies of the Purchase Agreement, (b) at least twenty (20) copies of the Preliminary and Final Official Statements, (c) five (5) originally executed copies of a letter regarding the reserve requirement, (d) Rating Letter of Moody's Investors Service, (e) Certificate/Study of independent certified public accountants verifying sufficiency of deposits to Escrow Fund pursuant to Section 9(9) of Purchase Agreement, and (f) at least five (5) copies of the Blue Sky and Legal Investment Memorandum. City of Huntington Beach July 23, 1986 • Page 8 - 3. Please confirm with undersigned the purchase price of the Certificates of Participation for delivery at Closing in immediately available funds. 4. At the Closing, upon receipt by the Trustee of the aforementioned purchase price, and the Trustee's release of the definitive Certificates of Participation, a representative of the Underwriter will be requested to execute the Receipt for Certificates of Participation. SPECIAL COUNSEL 1. To arrange with First American Title Insurance Company for the recordation at 8:00 a.m. , August 13, in the office of the County Recorder of Orange County, of the Grant Deed from the City to the Corporation, the Discharge of 1972 Lease and Sublease, the Memorandum of Lease and the Assignment Agreement. Upon recordation, First American Title Insurance Company will deliver the original CLTA Title Insurance Policy, together with 6 copies to the Closing. The Policy will insure Corporation's fee title to the project and the City's leasehold title to the project pursuant to Sections 4.6 and 5.6 of the Lease Agreement. 2. Deliver to the Closing, the following: _(a) Certificate of Mailing Report of Proposed Debt Issuance, together with Report, (b) Certificate of Mailing Report of Final Sale, together..with Report, (c) Certificates of Exempt Standing from California Secretary of State, (d) Certificates of Good Standing of Corporations from California Secretary of State, together with Articles of Incorporation for the City of Huntington Beach Civic Improvement Corporation, as certified by California Secretary of State, (e) Specimen Certificates of Participation, and (f) Opinions and Reliance Letters, listed as Items B9, C11, and H2 through H5. 3. Prepare five (5) original Transcripts, to be distributed at Closing as follows: City of Huntington Beach City of Huntington Beach Civic Improvement Corporation Huntington Beach Public Facilities Corporation City of Huntington Beach July 23, 1986 Page 9 Security Pacific National Bank Stone & Youngberg 4. Following the Closing, prepare photocopies of an original Transcript, to be distributed as follows: Bank of America National Trust and Savings Association City of Huntington Beach Jones Hall Hill & White, A Professional Law Corporation ALL PARTIES 1. Please review the enclosed Schedule of Transcript Documents and draft documents and advise Chick Adams or the undersigned as soon as possible with any comments you may have. 2. Please advise the undersigned as soon as possible, but in no event later than 12:00 p.m. , Monday, August 11, with the amount(s) and payee(s) of any Costs of Issuance which are to be paid at Closing and for which you will deliver invoices at the Closing. Very truly yours, Janet H. Ekberg Project Coordinator JE/J/JE3407 Enclosures 13018-12 JHHW:CFA:JE JE3393 e CERTIFICATES OF PARTICIPATION (CIVIC CENTER PROJECT) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH As the Rental for Certain Property Pursuant to a Lease Agreement with the CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION SCHEDULE OF TRANSCRIPT DOCUMENTS A. BASIC LEGAL DOCUMENTS 1. Huntington Beach Public Facilities Corporation ("HBPFC") Resolution No. "Resolution of the Board of Directors of the Huntington Beach Public Facilities Corporation Approving Proceedings to Refinance 1972 Leasehold Mortgage Bonds, First Issue", adopted July. 30, 1986. 2. City of Huntington Beach ("City") Resolution No. - "Resolution of the City Council of the City of Huntington Beach Approving Sale and Leaseback of Civic Center Land and Improvements with City of Huntington Beach Civic Improvement Corporation, Approving and Authorizing Execution of Related Acquisition Agreement, Lease Agreement and Trust Agreement, Authorizing Proceedings for Refinancing of 1972 Bonds Issued to Finance Such Land and Improvements, Approving Official Statement and Sale of Not to Exceed $20,000,000 Certificates of Participation, and Approving Related Documents and Official Action", adopted July 21, 1986. 3. City of Huntington Beach Civic Improvement Corporation ("Corporation") Resolution No. 86-6, "Resolution of the Board of Directors of the City of Huntington Beach Civic Improvement Corporation Approving Purchase and Leaseback of Civic Center Land and Improvements with the City of Huntington Beach, Approving and Authorizing Execution of Related Acquisition Agreement, Lease Agreement, Assignment Agreement and Trust Agreement, Approving Official Statement and Sale of Not to Exceed $20,000,000 Certificates of Participation, and Approving Related Documents and Official Action", adopted August 4, 1986. 4. Certificate of Mailing Report of Proposed Debt Issuance to California Debt Advisory Commission, together with Report. 5. Preliminary Official Statement. 6. Discharge of 1972 Lease and Sublease between City and HBPFC. 7. Acquisition Agreement by and between City and Corporation. 8. Grant Deed from City to Corporation, together with Certificate of - Acceptance of Grant Deed (recorded). 9. Memorandum of Lease Agreement (recorded) together with Lease Agreement by and between Corporation and City. 10. Assignment Agreement by and between Corporation and Security Pacific National Bank, as trustee ("Trustee") (recorded). 11. Trust Agreement by and among Trustee, Corporation and City. 12. Escrow Deposit and Trust Agreement Relating to 1972 Bonds by and among HBPFC, City and Bank of America National Trust and Savings Association, as escrow bank ("Escrow Bank"). 13. Purchase Agreement among Stone b Youngberg ("Underwriter") , City and Corporation, and acknowledged by Trustee and Escrow Bank. 14. Final Official Statement. 15. Certificate of Mailing Report of Final Sale to California Debt Advisory Commission, together with Report. B. CITY CLOSING DOCUMENTS 1. Incumbency and Signature Certificate of City. 2. Certificate as to Arbitrage, together with Underwriter's letter regarding reserve requirement. 3. Officer's Certificate of City pertaining to (a) effectiveness of resolution and documents, (b) no-litigation and (c) disclosures. 4. Written Request of City for Disbursements from Costs of Issuance Fund for payment of costs of issuance pursuant to Section 3.03 of Trust Agreement. 5. Evidence of, or commitment to provide insurance: public liability and property damage insurance, fire and special extended coverage insurance and rental interruption insurance pursuant to Sections - 5.3, 5.4, and 5.5 of Lease Agreement, pursuant to Section 5.6 of Lease Agreement. 6. City's Receipt of Rental Revenue Fund, Administrative Expense Fund, Debt Service Fund and Bond Redemption Fund from 1972 Trustee pursuant to Section 5(a) of Escrow Agreement. 7. Opinion of City Attorney pursuant to Section 9(5) of Purchase Agreement. C. CORPORATION CLOSING DOCUMENTS -2- 1. - Certificate of Good Standing from California Secretary of State. 2. Certificate Regarding Effectiveness of By-Laws and Articles of Incorporation, together with By-Laws. 3. Articles of Incorporation, as certified by the Secretary of State of California. 4. Certificate of Exempt Standing from California Secretary of State. 5. Letter of Exempt Standing From Internal Revenue Service. 6. Signature Certificate of Corporation. 7. Written Request to Trustee pursuant to Section 2.01 of - Trust Agreement. B. Officer's Certificate of Corporation pertaining to (a) effectiveness of resolution and documents, (b) no-litigation, (c) disclosures and (d) permitted encumbrances. 9. Requisition for Disbursements from Acquisition Fund for payment of acquisition costs pursuant to Section 3.04 of Trust Agreement. 10. CLTA Title Insurance Policy in the amount of $20,000,000 insuring Corporation' s fee title to project and and City s leasehold title to project pursuant to Section 4.6 and 5.6 of Lease Agreement. 11. Opinion of Jones Hall Hill & White, A Professional Law Corporation pursuant to Section 9(4) of Purchase Agreement. D. HBPFC CLOSING DOCUMENTS 1. Certificate of Good Standing from California Secretary of State. 2. Certificate Regarding Effectiveness of By-Laws and Articles of Incorporation, together with By-Laws. 3. Articles of Incorporation, as certified by the Secretary of State of California. 4. Letter of Exempt Standing From Internal Revenue Service. 5. Signature Certificate of Corporation. E. ESCROW BANK/1972 TRUSTEE CLOSING DOCUMENTS 1. Certificate of Escrow Bank relating to due authorization, authentication and incumbency and including certified general signing resolution of board of directors. -3- 2. UCC-2 Termination Statements. 3. Certificate Verifying Receipt of Funds from City for deposit into Escrow Fund and Acknowledging Purchase of Federal Securities pursuant to Section 4 of Escrow Agreement. 4. State and Local Government Securities Subscriptions. 5. Certificate Verifying Transfer by 1972 Trustee of 1972 Bonds Accounts and Funds: Reserve Account to Trustee and Rental Revenue Fund, Administrative Expense Fund, Debt Service Fund and Bond Redemption Fund to City pursuant to Section 5(a) of Escrow Agreement. F. TRUSTEE CLOSING DOCUMENTS 1. Certificate of Trustee relating to due authorization, authentication and incumbency and including certified general signing resolution of board of directors. 2. Certificate of Trustee. 3. Trustee's Receipt of Proceeds. 4. Trustee's Receipt of Reserve Account from Escrow Bank pursuant to Section 5(a) of Escrow Agreement. 5. Opinion of Counsel to Trustee pursuant to Section 9(6) of Purchase Agreement. 4_. G. UNDERWRITER CLOSING DOCUMENTS 1. Rating Letter of Moody's Investors Service pursuant to Section 9(7) of Purchase Agreement. 2. Certificate/Study of independent certified public accountants verifying sufficiency of deposits to Escrow Fund pursuant to Section 9(9) of Purchase Agreement. 3. . Blue Sky and Legal Investment Memorandum. 4. Receipt of Certificates of Participation. 5. Specimen Certificate of Participation. N. SPECIAL COUNSEL CLOSING DOCUMENTS 1. Recordation Instructions to First American Title Insurance Company. -4- 2. Final Approving Legal Opinion of Jones Hall Hill & White, A `Professional Law Corporation. 3. Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation pursuant to Sections 9(2) and 9(3) of Purchase Agreement. 4. Reliance Letter of Jones Hall Hill & White, A Professional Law Corporation, to Trustee. 5. Reliance Letter of Jones Hall Hill & White, A Professional Law Corporation, to Underwriter. i -5-