96-032 11009-86 JHHW:BDQ:kla 02/12/96
(LOC Substitution; 1993 Refunding Projects) 03/04/96
CITY OF ANAHEIM
RESOLUTION NO. 96R-.3 2
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A STANDBY CERTIHCATE
PURCHASE AGREEMENT, APPROVING THE SUBSTITUTION
THEREOF FOR AN EXISTING REIMBURSEMENT AGREEMENT
AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED AcrIONS
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 Nafional Trust and Savings Association, as
trustee (the "Trustee"), the Anaheim Public Improvement Corporation and the City, the City
caused to be executed and delivered $130,100,000 aggregate prindpal amount of variable rate
Certificates of Partidpation (1993 Refunding Projects)(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, dated as of January 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
January 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, the City entered into a Liquidity Guaranty Agreement, dated as of
January 1,1993 (the "Liquidity Guaranty Agreement"), with AIG;
WHEREAS, pursuant to the Liquidity Guaranty Agreement, AIG has the right, under the
circumstances 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 A_MRO (such Standby Certificate Purchase Agreement, in
the form on file with the City Clerk, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "ABN AMRO Standby Agreement");
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 DETERMYNED and ORDERED as follows:
Section 1. All of the redtals 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
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 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 5. 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 6. This Resolution shall take effect immediately upon its adoption.
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:
By Y~OR~OF THE CI~
ANAHEIM
Attest:
CITY CLERK OF THE CITY OF ANAHEIM
-2-
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-32 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-32
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.
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, LEOI~ORA 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