APIC1996-11009-86
RemarketingAgent Substitution;
1993 Police Facilities Project)
JHHW:BDQ:kla
02/12/96
03/04/96
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC 96- 01
RESOLUTION 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 Board of Directors of the Anaheim Public Improvement Corporation
(the "Corporation"), as follows:
WHEREAS, the City of Anaheim (the "City") and the Corporation hatee heretofore
entered into the Lease Agreement, dated as of June 1, 1993 (the "Lease Agreement"), pursuant
to which the Corporation leased certain real property and improvements (the "Project") to the
City and the City leased the Project from the Corporation;
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 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 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;
W-HEREAS, 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
Corporation at this meeting, with such changes, insertions and omissions as ar~ mad0 pursuant
to this Resolution, being referred to herein as the "Smith Bm-ney Remarketlng 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, and it is necessary, therefore, to amend 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 DETERMINED and ORDERED as follows:
Section 1. A first amendment to the Lease Agreement, in substantially the form on file
with the Secretary and made a part hereof as though set forth in full herein, be and the same is
hereby approved, and the President, the Finance Officer or the Treasurer is hereby authorized
and directed to execute said amendment, with such changes, insertions and omissions as may
be approved by such official, and the Secretary is hereby authorized and directed to attest to
such official's signature.
Section 2. The President, the Executive Director, the Treasurer, the Finance Officer, the
Secretary and all other appropriate officials of the Corporation are hereby authorized and
directed to execute such other agreements, documents and certificates as may be necessary to
effect the purposes of this resolution.
Section 3. This Resolution shall take effect upon its adoption by the Board.
The foregoing Resolution was approved and adopted by the Board of Directors of the
Anaheim Public Improvement Corporation this 12th day of March, 1996, by the following vote:
IMPROVEMENT CORPORATION
Attest:
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION
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STATE OF CALIFORNIA )
ORANGE COUNTY )
CITY OF ANAHEIM )
I, Leonora N. Sohl, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing Resolution No. APIG~6 ,, 0 Iwas introduced and adopted at a
regular meeting provided by law of the Board of Directors of the held on the 12th day of March,
1996, by the following vote of the members thereof:
AYES:
BOARD MEMBERS:
NOES:
BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
AND I FURTHER CERTIFY that the President of the Anaheim Public Improvement
Corporation signed said Resolution No. on the 12 th day of March ,1996.
A] I-~6-01
IN WITNESS WHEREOF, I have hereunto set my_ hand and affixed the official sea! of
the Anaheim Public Improvement Corporation th~s 12thday of March ,1996.
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION
(SEAL)
I, LE.ONORA N. SOHL,.Secr. etary of .th.e Anaheim Pub!lc Improvement Corporation, do
12, 1996.
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION
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