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2002-041CITY OF ANAHEIM RESOLUTION NO. 2002R- _41 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A STANDBY CERTIFICATE PURCHASE AGREEMENT, APPROVING THE SUBSTITUTION THEREOF FOR AN EXISTING STANDBY CERTIFICATE PURCHASE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF A SUPPLEMENT TO OFFICLSL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS RESOLVED, by the City Council of the City of Anaheim (the "City"), as follows: WHEREAS, pursuant to a Trust Agreement, dated as of January 1, 1993 (the "Trust Agreement"), by and among Bank of America National Trust and Savings Association, as prior trustee, the Anaheim Public Improvement Corporation and the City, the City caused to be executed and delivered $130,100,000 original aggregate principal amount of variable rate Certificates of Participation (1993 Refunding Projects) (the "Certificates"); WHEREAS, the City entered into as of January 1,1993, in order to provide for fLxed interest payments with respect to the Certificates, an Interest Rate Swap Agreement (the "Interest Rate Swap Agreement"), dated with AIG Financial Products Corp. ("AIG"); WHEREAS, in order to provide liquidity support for the purchase of tendered Certificates, the City entered into a Letter of Credit and Reimbursement Agreement, dated as of January 1,1993, with The Industrial Bank of Japan, Limited, Los Angeles Agency ("IBJ"), pursuant to which IBJ issued its irrevocable direct-pay letter of credit xvith respect to the Certificates (the "IBJ Letter of Credit"); WHEREAS, in order to provide assurance as to the liquidity support for the purchase of tendered Certificates after expiration of the IBJ Letter of Credit, the City entered into a Liquidity Guaranty Agreement, dated as of January 1, 1993 (the "Liquidity Guaranty Agreement"), xvith AIG; WHEREAS, pursuant to the Liquidity Guaranty Agreement, AIG had the right, under the circumstances described therein, to direct the City to terminate the IBJ Letter of Credit prior to the expiration thereof, and AIG so directed; WHEREAS, upon such direction, the City entered into a Standby Certificate Purchase Agreement, dated as of April 16, 1996 (the "ABN AMRO Standby Agreement") with ABN AMRO Bank N.V., acting through its Los Angeles International Branch ("ABN AMRO") in order to provide assurance as to the liquidity support for the purchase of tendered Certificates; WHEREAS, pursuant to the Liquidity Guaranty Agreement, AIG has the right, under the circumstances described therein, to direct the City to terminate the ABN AMRO Standby 13OCS1,A1:408263.3 41993-17 MM3 Agreement prior to the expiration thereof, and AIG has directed the City to terminate the ABN AMRO Standby Agreement prior to the expiration thereof, and AIG has so directed; WHEREAS, AIG has proposed that the liquidity support for the purchase of tendered Certificates be provided by Bayerische Landesbank Girozentrale, acting through its New York Branch ("BLB"), pursuant to a Standby Certificate Purchase Agreement by and between the City and BLB (such Standby Certificate Purchase Agreement,'in the form presented to the City Council at this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "BLB Standby Agreement"); WHEREAS, a form of the Supplement to Official Statement dated January 6, 1993 to be distributed in connection with the substitution of the BLB Standby Agreement for the ABN AMRO Standby Agreement and the remarketing of the Certificates with the benefits thereof has been prepared (such Supplement to Official Statement, in the form presented to the City Council at this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Supplement to Official Statement"); WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section l. sc) finds. All of the recitals herein contained are true and correct and this City Council Section 2. The BLB Standby Agreement, in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved, and the Mayor, the City Manager, the City Treasurer and the Finance Director (collectively, the "Authorized Officers") are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the BLB Standby Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The termination of the ABN AMRO Standby Agreement and the substitution therefor of the BLB Standby Agreement is hereby approved and the Authorized Officers are hereby authorized and directed, for and in the name and on behalf of the City, to take such actions and to execute and deliver such notices, certificates and representations as are necessary or appropriate to effect such termination and substitution. Section 4. The Supplement to Official Statement, in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to certify that the Supplement to Official Statement has been "deemed final" for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The Authorized Officers DOCSLA 1:408263.3 41993-17 MM3 2 are, and each of them is, hereby authorized and directed, for and on behalf of the City, to execute the Supplement to Official Statement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Supplement to Official Statement by such Authorized Officer. The use of the Supplement to Official Statement in connection with the substitution of the BLB Standby Agreement for the ABN AMRO Standby Agreement and the remarketing of the Certificates with the benefits thereof in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or appropriate in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 6. All actions heretofore taken by the officers and employees of the City with respect to the transactions herein authorized above are hereby approved, confirmed and ratified. Section 7. This Resolution shall take effect immediately upon its adoption. DOCSLAl:408263.3 41993-17 MM3 The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 26th day of February, 2002. Attest: iZITY CL~RK oF THE CITY OF ANAHEIM DOCSLAl:408263.3 41993-17 MM3 4 STATE Of CALIFORNIA ) COUNTY Of ORANGE ) ss. CiTY OF ANAHEIM ) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2002R-41 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 26th day of February, 2002, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSTAINED: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCiL MEMBERS: None CI'('Y CLERK'~)F THI~ CITY OF ANAHEIM (SEAL)