93-09511009-72 /HHW:BDQ:rhe 05/14/93
AIG Long Swap 05/20/93
CITY OF ANAHEIM. CALWORNIA
RESOLUTION NO. 93R. 95
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF
CERTAIN LEASE FINANCING DOCUMENTS RELATING TO THE REFUNDING OF
CERTAIN PRIOR OBLIGATIONS, APPROVING THE FORMsAND AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION
WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, APPROVING THE FORM AND AUTHORIZING
EXECUTION OF A CERTIFICATE PURCHASE AGREEMENT AND AUTHORIZING
AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Anaheim (the "City"), as follows:
WHEREAS, the City, working together with the Anaheim Public Improvement
Corporation (the"Corporation"), is proposing to proceed with a lease financing;
WHEREAS, in connection therewith, the City proposes to retinanee the acquisition,
construction and installation of certain police facility improvements by providing for:
(a) an advance deposit of lease payments due by the City to the Corporation under
a lease agreement, dated as of August 1, 1985, by and between the Corporation and the
City and providing for the defeasance of certain certificates of participation executed and
delivered by Bank of America National Trust and Savings Association (formerly,
Security Pacific National Bank), as trustee (the "Prior Trustee"), under a txust agreement,
dated as of August 1, 1985, by and among the City, the Corporation and the Prior Trustee
(the "1985 Certificates"), and
(b) an advance deposit of sub-sublease payments due by the City to the
Corporation under a sub-sublease agreement, dated as of December 1, 1986, by and
between the Corporation and the City and providing for the defeasance of certain
certificates of participation executed and delivered by the Prior Trustee, as txustee, under
a trust agreement, dated as of December 1, 1986, by and among the City, the Corporation
and the Prior Trustee (the "1986 Certificates" and, with the 1985 Certificates, the "Prior
Obligations");
WHEREAS, there has been prepared a preliminary official statement containing
information material to the offering and sale of the 1993 Certificates described below (the
"Preliminary Official Statement");
WHEREAS, the documents below specified have been filed with the City and the
members of the City Council, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The refunding of the Prior Obligations is hereby approved so long as the
resulting debt service provides an average net present value savings of not less than 3%.
Section 2. The below-enumerated documents be and are hereby approved, and the Mayor,
the City Manager, the Finance Director or the Assistant Finance Director is hereby authorized
and directed to execute said documents, in substantially the form on f'fie with the City Clerk, with
such changes, insertions and omissions as may be approved by such official, and the City Clerk
is hereby authorized and directed to attest to such official's signature:
(a) a termination agreement, among the City, the Corporation and the Prior Teastee,
relating to the Prior Obligations;
(b) a site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(c) a lease agreement, between the Corporation, as lessor, and the City, as lessee (the
"Lease Agreement");
(d) a trust agreement, by and among the Corporation, the City and a Wastee to be selected
(the "Trust Agreement"), relating to the financing, and the execution and delivery of certificates
of participation evidencing the direct, undivided fractional interests of the owners thereof in lease
payments to be made by the City under the Lease Agreement (the "1993 Certificates");
(e) an escrow Wast and deposit agreement, by and between the City and Bank of America
National Teast and Savings Association, as escrow bank, pursuant to which the Prior Obligations
will be defeased;
(f) an interest rate swap agreement, between the City and AIG Financial Products Corp.
("AIG-FP");
(g) a letter of credit and reimbursement agreement, between the City and The Industrial
Bank of Japan, Limited, Los Angeles Agency;
(h) a liquidity guaranty agreement between the City and AIG-FP, including the form of
standby bond purchase agreement attached thereto;
(i) a remarketing agreement between the City and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as remarketing agent; and
(j) a purchase agreement, by and between Merrill Lynch & Co. (the "Underwriter") and
the City, relating to the purchase by the Underwriter of the 1993 Certificates, so long as the
Underwriter's discount does not exceed .423% of the principal amount of the 1993 Certificates,
exclusive of any original issue discount which does not represent compensation to the
Underwriter.
Section $. The C. ity Council hereby approves the Preliminary Official Statement
describing the financing, m substantially the form on ffie with the City Cierk, together with any
changes therein or additions thereto deemed advisable by the Mayor, the City Manager, the
Finance Director or the Assistant Finance Director. The City Council authorizes and directs the
Mayor, the City Manager, the Finance Director or the Assistant Finance Director, on behalf of
the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934
(the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter.
Section 4. The Mayor, the City Manager, the Finance Director or the Assistant Finance
Director is authorized and directed to cause the Preliminary Official Statement to be brought into
the form of a final official statement (the "Final Official Statement") and to execute said Final
Official Statement, dated as of the date of the sale of the 1993 Certificates, and a statement that
the facts contained in the Final Official Statement, and any supplement or amendment thereto
(which shall be deemed an original part thereof for the purpose of such statement) were, at the
time of sale of the 1993 Certificates, m~e and correct in all material respects and that the Final
Official Statement did not, on the date of sale of the 1993 Certificates, and does not, as of the
date of delivery of the 1993 Certificates, contain any untrue statement of a material fact with
respect to the City (including demographic information relating to Orange County) or omit to
state material facts with respect to the City (including demographic information relating to
Orange County) required to be stated where necessary to make any statement made therein not
misleading in light of the circumstances under which it was made. The Mayor, the City Manager,
the Finance Director or the Assistant Finance Director shall take such further actions prior to the
signing of the Final Official Statement as are deemed necessary or appropriate to verify the
accuracy thereof. The execution of the Final Official Statement, which shall include such
changes and additions thereto deemed advisable by the Mayor, the City Manager, the Finance
Director or the Assistam Finance Director and such information permitted to be excluded from
the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the
approval of the Final Official Statement by the City. The City Council authorizes and directs the
Mayor, the City Manager, the Finance Director or the Assistant Finance Director, on behalf of
the City, to deem "final" pursuant to the Rule the Final Official Statement prior to its distribution
by the Underwriter, if deemed necessary by the Underwriter.
Section 5. The Final official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the 1993 Certificates.
Section 6. The Mayor, the City Manager, the Finance Director, the Assistant Finance
Director, the City Clerk and all other appropriate officials of the City are hereby authorized and
directed to execute such other agreements, documents and certificates as may be necessary to
effect the purposes of this resolution and the financing herein authorized.
Section 7. This Resolution shall take effect upon its adoption by this City Council.
The FOREGOINO RESOLUTION was approved and adopted by the City Council of the
City of Anaheim fids 8th day of lune, 1993, by the following vote:
MAYOR OF ~ CITY OF ~AHEIM
Attest:
CITY CLERK OF THE CITY OF - ANAHEIM
-3-
STATE OF CALIFORNIA )
ORANGE CITY )
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the
foregoing Resolution No. 93R- 95 was intxoduced and adopted at a regular meeting provided
by law of the City Council of the City of Anaheim held on the 8th day of June, 1993, by the
following vote of the members thereof:
AYES: COUNCIL MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said
Resolution No. 93R- 95 on the 9th day of aune ,1993.
IN WITNESS WHEREOF, I have hereunW set my hand and affixed the official seal of
the City of Anaheim this 9th dayof June , 1993.
CITY CLERK OF THE CITY OF
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the
foregoing is the original of Resolution No. 93R- 95 duly passed and adopted by the Anaheim
City Council on June 8, 1993.
ANAHEIM