APFA 1996-1RESOLUTION NO.. APFA9 6-1
A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING
AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF
ITS LEASE REVENUE BONDS SERIES 1996 (ANAHEIM
STADIUM PROJECT) TO FINANCE THE RENOVATION OF
ANAHEIM STADIUM AND PROVIDING THE TERMS AND
CONDITIONS FOR THE ISSUANCE OF SAID BONDS AND
OTHER MATTERS RELATING THERETO
WHEREAS, the Anaheim Public Financing Authority (the "Issuer") has been established
pursuant to Chapter 5 of Division of Title 1 of the Government Code of the State of California (the
"Act") by the JOint Exercise of Powers Agreement (the "Agreement"), dated as of January 28, 1992,
between the City of Anaheim, California (the "City") and the Anaheim Redevelopment Agency for the
purpose, among others, of assisting in providing financing for public capital improvements under the Act;
and
W-HE~S, pursuant to the Agreement, the Authority shall have all the powers provided
in the Act and the Bond Law (as defined in the Agreement) to provide for the financing of public capital
improvements (as defined in Section 6585(g) of the Act) and to otherwise accomplish the purposes of the
Agreement; and
WHEREAS, Public capital improvements include a coliseum, a stadium, a sports arena
or sports pavilion or other building for holding sports events, athletic contests, contests of skill,
exhibitions, spectacles, and other public meetings; and
WHEREAS, the City and The California Angels L.P., a California limited partnership
(the "Tenant") (as successor in interest to the original tenant, Golden West Baseball Co.) are parties to
that certain Agreement, dated August 8, 1964, as amended and restated by the Amended and Restated
Lease Agreement, dated July 7, 1981, as amended by a First Amendment, dated November 16, 1982,
a Second Amendment, dated September 2, 1986, a Third Amendment, dated December 15, 1987 and a
Fourth Amendment, dated May 22, 1990 (as amended, the "Existing Agreement"), pursuant to which,
among other things, the City granted Tenant the right and license to use certain real property and
improvements consisting of the Baseball Stadium (defined below), certain parking facilities and certain
other appurtenant facilities located in the City of Anaheim, County of Orange, State of California;
WHEREAS, the City has, among other things, leased the Baseball Stadium to the
Anaheim Public Improvement Corporation (the "Corporation") pursuant to the Site and Facility Lease,
dated as of January 1, 1993, between the City and the Corporation;
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WHEREAS, the Corporation.has, among other things, leased the Baseball Stadium to
the City, subject to the Existing Agreement, pursuant to the Lease Agreement, dated as of January 1,
1993, between the City and the Corporation;
WHEREAS, the City has authorized the execution and delivery of the Amended and
Restated Lease Agreement (the "Lease") amending and restating the Existing Agreement to be dated as
of May 15, 1996, between the City and the Tenant, pursuant to which the City will lease the Baseball
Stadium (as defined in the Lease) to the Tenant on the terms and conditions therein provided; and
WHEREAS, the City has determined that it is necessary and in the public interest of the
inhabitants of the City to make certain renovations (the "Stadium Renovations") to the Baseball Stadium
on the terms and conditions set forth in the Lease; and
WHEREAS, the Tenant has agreed to make payments of Base Rent (the "Base Rent")
in the amounts and at the times determined in accordance with the Lease; and
WHEREAS, the Issuer is authorized under the Bond Law, particularly Section 6591
thereof, to issue bonds to finance a public capital improvement which bonds may be payable from, and
secured by a pledge of, the revenues of any public improvement or any other moneys of the Issuer; and
WHEREAS, the City has assigned its right, title and interest in and to the Base Rent
payments to the Issuer pursuant to the terms of an Assignment Agreement (the "Assignment Agreement");
and
WHEREAS, the Issuer has determined to authorize and issue an issue of bonds (the
"Base Rental Bonds") designated, subject to Section 1 hereof, as its Lease Revenue Bonds, Series 1996
(Anaheim Stadium Project) on the terms and conditions set forth in the Indenture of Trust (such Indenture
of Trust, as amended and supplemented as provided in Section 2 hereof being referred to as the
"Indenture") to finance the costs of the Stadium Renovations; and
WHEREAS, the Base Rental Bonds are to be payable from, and secured by a pledge of
and lien on, the Base Rent paid by the Tenant pursuant to the Lease and the other funds pledged therefor
pursuant to the Indenture; and
WHEREAS, there has been presented to this meeting the following:
(i) A proposed form of the Indenture to be entered into between the Issuer
and a corporate trustee selected pursuant to Section 2 hereof, as trustee (the "Trustee"),
providing for the authorization and issuance of the Base Rental Bonds; and
(2) A proposed form of the Assignment Agreement to be entered into by the
City and the Issue, r; and
(3) A proposed form of the Purchase Contract (the "Purchase Contract") to
be entered into by the Issuer and an underwriter or underwriters selected pursuant to
Section 4 hereof;
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NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors
of the Anaheim Public Financing Authority, as follows:
Section 1. The issuance of the Base Rental Bonds in the aggregate principal amount not
exceeding One Hundred Million Dollars ($100,000,000) on the terms and conditions set forth in, and
subject to the limitations specified in, the Indenture is hereby authorized and approved.
The Base Rental Bonds shall be designated the "Anaheim Public Financing Authority
Lease Revenue Bonds, Series 1996 (Anaheim Stadium Project) with such further designation as shall be
necessary to identify any separate series of the Base Rental Bonds.
The Base Rental Bonds shall not constitute a general obligation of the Issuer or a charge
against the general assets of the Issuer but shall be payable solely from, and secured solely by, the Base
Rent payments paid by the Tenant under the Lease and the other funds pledged therefor pursuant to the
Indenture. The Base Rental Bonds shall not constitute an obligation of any member of the Issuer.
The Base Rental Bonds will be issued in such aggregate principal amount, will be dated,
will bear interest at such rate or rates, will be subject to redemption, including redemption from
mandatory sinking fund payments, will be issued in the form, and will be as otherwise provided in the
Indenture executed and delivered pursuant to Section 2 hereof; provided, that, the stated interest rate on
any 1996 Bond shall not exceed twelve percent (12%) per annum and the final maturity of the Base
Rental Bonds shall not extend beyond December 31, 2029.
The proceeds of the sale of the Base Rental Bonds, including any accrued interest and
premium, will be applied simultaneously with the delivery of the Base Rental Bonds as provided in the
Indenture.
Section 2. The form, terms and provisions of the Indenture in the form presented at this
meeting are hereby approved, and each member of the Board of Directors of the Issuer and the Executive
Director of the Issuer (each such member of the Board of Directors and the EXecutive Director being
hereinafter referred to as an "Authorized Officer"), acting alone, is hereby authorized and empowered
to execute by manual or facsimile signature and deliver to the Trustee, the Indenture with such
nonsubstantial changes and insertions therein, including without limitation changing the designation of
the Base Rental Bonds from that used in 'this Resolution, as may be necessary to cause the same to carry
out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to be
conclusively evidenced by the execution thereof.
Each of the Authorized Officers, acting alone, is hereby authorized and empowered to
select the Trustee under the Indenture; provided, that, the Trustee so selected shall satisfy the criteria for
a successor Trustee pursuant to the Indenture.
The Base Rental Bonds may be issued as a single series or as several series, as determined
by an Authorized Officer, and each Authorized Officer, acting alone, is hereby authorized and
empowered to execute by manual or facsimile signatures and deliver to the Trustee any supplement or
amendment to the Indenture necessary in connection with the issuance from time to time of the Base
Rental Bonds in two or more series and to determine the specific terms and conditions of each such
series, subject to the limitations on the Base Rental Bonds contained in this Resolution.
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Section 3. The form, terms and provisions of the Assignment Agreement in the form
presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby
authorized and empowered to execute by manual or facsimile signature and deliver the Assignment
Agreement with such nonsubstantial changes and insertions therein as may be necessary to cause the same
to carry out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to
be conclusively evidenced by the execution thereof.
Section 4. The form, terms and provisions of the Purchase Contract in the form
presented at this meeting are hereby approved, and each Authorized Officer acting alone, is hereby
authorized and empowered to execute by manual or facsimile signature and deliver the Purchase Contract
with such nonsubstantial changes and insertions therein as may be necessary to cause the same to carry
out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to be
conclusively evidenced by the execution thereof; provided, however, that no Purchase Contract shall be
executed and delivered in connection with any Base Rental Bonds unless the Tenant: (i) has provided
to the Issuer indemnification against any costs or damages, including costs of investigation or defense,
incurred in connection with the issuance of such Base Rental Bonds (other than as a result of acts or
omissions on the part of the Landlord, the Issuer or their respective officers, employees, agents or
representatives) in standard form for conduit financings; and (ii) has provided for any on-going fees and
expenses of the Trustee not paid from the proceeds of the Base Rental Bonds.
The Authorized Officer executing the Purchase Contract on behalf of the Issuer is hereby
authorized and empowered to determine the price to be paid for the Base Rental Bonds pursuant to the
Purchase Contract; provided, that, such price shall not be less than ninety-five percent (95%) of the
aggregate principal amount of the Base Rental Bonds purchased.
Each of the Authorized Officers, acting alone, is hereby authorized and empowered to
determine the underwriter or underwriters to purchase the Base Rental Bonds pursuant to the Purchase
Contract and if the Base Rental Bonds are issued in two or more series, to select an underwriter or
underwriters for each such series (which may be different than the underwriter or underwriters for other
series) and to execute and deliver a Purchase Contract for each such series.
Section 5. Each Authorized Officer, acting alone, is hereby authorized and empowered
to: (i) prepare, or cause to be prepared, a preliminary official statement in connection with the Base
Rental Bonds (the "Preliminary Official Statement") in such form as shall be approved by the Authorized
Officer preparing, or causing the preparation of, the Preliminary Official Statement and as shall also be
approved by counsel to the Issuer; and (ii) to prepare, or cause to be prepared, a final official statement
in connection with the Base Rental Bonds (the "Official Statement") substantially in the form of the
Preliminary Official Statement with such nonsubstantial changes and insertions therein as may be
necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel of
the Issuer, such approval to be conclusively evidenced by the execution thereof. Each Authorized
Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement
to the underwriter or underwriters for such Base Rental Bonds, and to execute and deliver the Official
Statement to the underwriter or underwriters for such Base Rental Bonds, in each case for purposes of
marketing the Base Rental Bonds.
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do
hereby certify that the foregoing Resolution No. APFA96-1 was introduced and adopted at a special
meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the
14th day of May, 1996, by the following vote offhe members thereof:
AYES:
BOARD MEMBERS: Feldhaus, Lopez, Daly
NOES:
BOARD MEMBERS: Tait, Zemel
ABSENT:
BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA96-1
on the 14th day of May, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim th'is 14th
day of May, 1996.
SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the
foregoing is the original of Resolution No. APFA96-1 duly passed and adopted by the Anaheim Public
Financing Authority on May 14, 1996.
SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY