96-03311009-86 JHHW:BDQ:kla 02 / 12 / 96
(LOC / Remarkei~ng Agent $ubs~itu tion; 03/04/96
1993 Police Facilities Project)
CITY OF ANAHEIM
RESOLUTION NO. 96R-33
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 REIMBURSEMENT AGREEMENT,
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A REMARKETING AGREEMENT, APPROVING THE
SUBSTITUTION THEREOF FOR AN EXISTING REMARKETING AGREEMENT,
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A FIRST AMENDMENT TO LEASE AGREEMENT, 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 June 1, 1993 (the "Trust
Agreement"), by and among Bank of America National Trust and Savings Association, as
trustee (the "Trustee"), the Anaheim Public Improvement Corporation and the City, the City
caused to be executed and delivered $26,000,000 aggregate principal amount of variable rate
Certificates of Participation (1993 Police Facilities Refinancing Project)(the "Certificates");
WHEREAS, in order to provide for fixed interest payments with respect to the
Certificates, the City entered into an Interest Rate Swap Agreement (the "Interest Rate Swap
Agreement"), dated as of June 1, 1993, 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
June 1, 1993 (the "IBJ Standby Agreement"), with The Industrial Bank of Japan, Limited, Los
Angeles Agency;
WHEREAS, in order to provide assurance as to the liquidity support for the purchase of
tendered Certificates after expiration of the IBJ Standby Agreement, the City entered Into a
Liquidity Guaranty Agreement, dated as of June 1, 1993 (the "Liquidity Guaranty Agreement"),
with AIG;
WHEREAS, pursuant to the Liquidity Guaranty Agreement, AIG has the right, under the
c~rcumstances described therein, to direct the City to terminate the IBJ 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 ABN AMRO Bank N.V., acting through its Los Angeles
International Branch ("ABN AMRO"), pursuant to a Standby Certificate Purchase Agreement
by and between the City and ABN AMRO (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 "ABN AMRO
Standby Agreement");
WHEREAS, in order to provide for the remarketing of the Certificates, the City entered
into a Remarketing Agreement (the "Merrill Remarketing Agreement"), dated as of June 1, 1993,
with Merrill Lynch, Pierce Fenner & Smith Incorporated ("Merrill");
WHEREAS, pursuant to the Interest Rate Swap Agreement, AIG has the right, under the
circumstances described therein, to direct the City to terminate the Merrill Remarketing
Agreement prior to the expiration thereof, and AIG has so directed;
WHEREAS, AIG has proposed that the remarketing services for tendered Certificates be
provided by Smith Barney Inc. ("Smith Barney"), pursuant to a Remarketing Agreement by and
between Smith Barney and the City (such Remarketing 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 "Smith Barney Remarketing Agreement");
WHEREAS, the remarketing fee to be paid by the City under the Smith Barney
Remarketing Agreement will be lower than the remarketing fee paid by the City under the Merrill
Remarketing Agreement, it is necessary to amend the lease agreement relating to the Certificates
(the "Lease Agreement");
WHEREAS, Section 10.01 of the Trust Agreement provides that the Lease Agreement
and the rights and obligations of the parties thereto may be modified or amended at any time
by a supplemental agreement, without the consent of the Owners (as such terms are defined in
the Trust Agreement), inter alia, in regard to questions arising thereunder, as the parties thereto
may deem necessary or desirable and which shall not adversely affect the interests of the
Owners of the Certificates; and
WHEREAS, the City and the Corporation have received the opinion of special legal
counsel that amendment of the Lease Agreement as described above, will not adversely affect
the interest of the Owners of the Certificates;
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 DETER.MINED and ORDERED as follows:
Section 1. All of the recitals herein contained are true and correct and this City Council
so finds.
Section 2. The form of ABN AMRO 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 ABN AMRO Standby Agreement in
substantially said form, with such changes therein as the Authorized Officer executing the same
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may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 3. The termination of the IBJ Standby Agreement and the substitution therefor of
the ABN AMRO 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 form of Smith Barney Remarketing 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 Authorized Officers are each hereby authorized and dkected, for and in the
name and on behalf of the City, to execute and deliver the Smith Barney Remarketing 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 5. The termination of the Merrill Remarketing Agreement and the substitution
therefor of the Smith Barney Remarketing 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 6. The form of amendment to the Lease Agreement (the "First Amendment to
Lease 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 Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the First Amendment to Lease 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 7. 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 8. 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 9. This Resolution shall take effect immediately upon its adoption.
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The FOREGOING RESOLUTION was approved and adopted by the City Council of the
City of Anaheim this 12th day of March, 1996, by the following vote:
MAYOR OF THE CITY OF(..)
Attest:
CITY CLERK OF THE CITY OF ANAHEIM
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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. 96R-33 was introduced and adopted at a regular meeting provided by law, of the
Anaheim City Council held on the 12th day of March, 1996, by the following vote of the members
thereof:
AYES: MAYOR/COUNCIL: Tait, Zemel, Feldhaus, Lopez, Daly
NOES: MAYOR/COUNCIL: None
ABSENT: MAYOR/COUNCIL: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 96R-33
on the 12th day of March, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of
Anaheim this 12th day of March, 1996.
,~.~_+~.<~.4 ~_ //~ _
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. 96R-33 was duly passed and adopted by the City Council of the City of
Anaheim on March 12th, 1996.
CITY CLERK OF THE CITY OF ANAHEIM