APIC1998-1RESOLUTION NO. APIC98- 1
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF AN AMENDMENT TO A SITE LEASE AND AN AMENDMENT TO
LEASE AGREEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS
WITH RESPECT THERETO
WHEREAS, the Anaheim Public Improvement Corporation (the "Corporation")
previously approved the execution of certain lease financing documents between the Corporation
and the City of Anaheim (the "City") in connection with the refinancing and refunding of certain
prior obligations; and
WHEREAS, pursuant to that certain Site and Facility Lease, dated as of January 1, 1993
and recorded January 13, 1993, as Instrument No. 93-02543 (the "Original Site Lease") in the
Official Records of Orange County, California (the "Official Records"), as amended by that
certain Amendment No. 1 to Site and Facility Lease, dated as of October 1, 1996, a
memorandum of which was recorded on October 18, 1996 as Instrument No. 19960530505 in the
Official Records ("Amendment No. 1 to Site Lease" and, together with the Original Site Lease,
the "Site Lease"), the City has leased certain real property more particularly described therein
(collectively, the "Site") to the Corporation; and
WHEREAS, pursuant to that certain Lease Agreement dated as of January 1, 1993, a
memorandum of which was recorded on January 13, 1993 as Instrument No. 93-02542 in the
Official Records (the "Original Lease Agreement"), as amended by that certain Amendment No.
1 to Lease Agreement, dated as of October 1, 1996, a memorandum of which was recorded on
October 18, 1996 as Instrument No. 19960530504 in the Official Records ("Amendment No. 1 to
Lease Agreement"), and as further amended by that certain Amendment No. 2 to Lease
Agreement, dated as of January 28, 1997, a memorandum of which was recorded on February
11, 1997 as Instrument No 19970065061 in the Official Records ("Amendment No. 2 to Lease
Agreement" and, together with the Original Lease Agreement and Amendment No 1 to Lease
Agreement, the "Lease Agreement"), the Corporation, has leased to the City the Site and the
improvements described therein (collectively, the "Project"); and
WHEREAS, pursuant to that certain Assignment Agreement dated as of January 1, 1993,
by and between the Corporation and the predecessor in office to U.S. Bank Trust National
Association, as successor trustee (the "Trustee") under that certain Trust Agreement dated as of
January 1, 1993 (the "Trust Agreement"), the Corporation assigned to the Trustee its right to
receive payments (the "Lease Payments") and enforce payment of such Lease Payments under
the Lease Agreement; and
WHEREAS, pursuant to the Trust Agreement, the Trustee has executed and delivered
certain Certificates of Participation (the "Certificates") in the Lease Payments to fund the
financing or refinancing of various improvements and components of the Project; and
DOCSLAl:252050,1
1-415040-JK2-05/12/98
WHEREAS, the City has determined to sell a portion of the site known as "Fire St?:,an
No. 3" to the Orange County Transportation Authority ("OCTA") for the purpose of facilitating
improvements to Interstate 5; and
WHEREAS, the City and the Corporation recognize that the improvements to Interstate 5
will create opportunities for significant future economic growth and public benefit in the City,
and desire to release Fire Station No. 3 from the Site Lease and the Lease Agreement so that the
sale of Fire Station No. 3 to OCTA may proceed; and
WHEREAS, the City and the Corporation propose to amend the Site Lease and the Lease
Agreement to reflect the release of Fire Station No. 3; and
WHEREAS, the Qualified SWAP Provider (as defined in the Trust Agreement) and the
Municipal Bond Insurer (as defined in the Trust Agreement) have consented to the amendment to
the Lease Agreement proposed by the City and the Corporation; and
WHEREAS, there has been presented to this Board the following, each to be entered into
between the City and the Corporation (collectively, the "Amendment Documents"):
1. A form of Amendment No. 2 to Site and Facility Lease, to be recorded in the
Official Records;
2. A form of Amendment No. 3 to Lease Agreement; and
3. A form of the Memorandum of Amendment No. 3 to Lease Agreement, to be
recorded in the Official Records.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
Section 1.. The form, terms and provisions of each of the Amendment Documents in
substantially the form presented at this meeting are hereby approved, and each of the President,
Executive Director or Finance Officer (each, an "Authorized Officer"), acting alone, is hereby
authorized and directed to execute each of the Amendment Documents 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 Corporation, such approval to be
conclusively evidenced by the execution thereof.
Section 2. Ail actions taken by any officer or agent of the Corporation with respect to
the transaction described in the Amendment Documents are hereby approved, confirmed and
ratified, and each Authorized Officer is hereby authorized and directed to do any and all things
and to execute and deliver any and all certificates or other documents which they or counsel to
the Corporation deem necessary or advisable to consummate the transaction described in the
Amendment Documents and otherwise effectuate the purposes of this Resolution.
DOCSLAl:252050.1
1-415040-JK2-05/12/98 2
THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors
of the Anaheim Public Improvement Corporation this 2nd day of June, 1998,
PRESIDENT /~
ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
ATTEST: ..-~)
SI~ CRE~SP~,y
ANAHEIM PUBLIC
IMPROVEMENT
CORPORATION
DOCSLA1:252050.1
1-415040-JK2-05/i 5/98 3
STATE OF CALIFORNIA )
COUNTY OF ORANGE
CITY OF ANAHEIM )
) SS.
I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public
Improvement Authority, do hereby certify that the foregoing Resolution No. APIC98-1 was
introduced and adopted at a regular meeting provided by law, of the Board of Directors of the
Anaheim Public Improvement Authority held on the 2nd day of June, 1998, by the following
vote of the members thereof:
AYES:
BOARD MEMBERS: McCracken, Tait, Zemel, Lopez, Daly
NOES:
BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APIC98-1 on the 2nd day of June, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 2nd day of June, 1998.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Authority, do hereby
certify that the foregoing is the original of Resolution No. APIC98-1 duly passed and adopted
by the Anaheim Public Improvement Authority on June 2, 1998.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY