APIC1986-311009-21 JHHW:BDQ:rms 09/30/86 Z2290
ANAHEIM F'UBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC86- 3
A RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT
AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Board Directors of the Anaheim Public Improvement
Corporation (the "Corporation"):
WHEREAS, the City of Anaheim (the "City"), working together with the
Corporation, is proposing to proceed with a lease financing; and
WHEREAS, in connection therewith, the City proposes to refinance certain
outstanding obligations of the City relating to certain sites and capital
improvements previously financed (collectively, the "Project") and it is in
the public interest and for the public benefit that the Corporation authorize
and direct execution of the Sub-Sublease Agreement hereinafter defined and
certain other financing documents in connection therewith; and
WHEREAS, pursuant to the City's authorization, Goldman, Sachs & Co. (the
"Underwriter") proposes to underwrite the financing and will purchase the
Certificates of Participation described below; and
WHEREAS, the documents below specified have been filed with the
Corporation and the members of the Board of Directors, with the aid of its
staff, have reviewed said documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. The below-enumerated documents be and are hereby approved,
and the President or Treasurer is hereby authorized and directed to execute
said documents, 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:
a) a sublease agreement relating to the Project, by and between
the City, as sublessor, and the Corporation, as sublessee;
b) a sub-sublease agreement relating to the Project, between the
Corporation, as sub-sublessor, and the City, as sub-sublessee (the
"Lease Agreement");
c) a trust agreement, by and among the Corporation, the City and
Security Pacific National Bank, Los Angeles, California, as trustee (the
"Trustee"), relating to the refinancing and the execution and delivery
of certificates of participation evidencing the proportionate interests
of the owners thereof in sub-sublease payments to be made by the City
under the Sub-Sublease Agreement (the "Certificates of Participation");
and '
d) an assignment agreement, by and between the Corporation and
the Trustee, pursuant to which the Corporation will assign certain of
its rights under the Sub-Sublease Agreement, including its right to
receive sub-sublease payments thereunder, to the Trustee; and
SECTION 2. A purchase agreement by and among the Underwriter, the City
and the Corporation relating to the purchase by the Underwriter of the
Certificates of Participation, be and is hereby approved, and the President or
Treasurer is hereby authorized and directed to execute said agreement, with
such ]hanges, insertions and omissions as may be approved by such official.
SECTION 3. The President, Treasurer, Secretary and other 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 and the lease financing herein authorized.
THE FOREGOING RESOLUTION is approved and adopted by the Board of
Directors of the Anaheim Public Improvement Corporation this 2nd day of
December, , 1986.
ATTi~ST:
PRESIDENT OF THE (Y:
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
PRO TEM
SECRETARY OF THE
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
AYES, and in favor thereof, Directors:
NOES, Directors: None
ABSENT, Directors: None
VACANCY: One
Roth, Pickler, Hunter and Kaywood
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