98-099
RESOLUTION NO. 98R-99
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF AN AMENDMENT TO A SITE LEASE AND
AN AMENDMENT TO A LEASE AGREEMENT, AND
AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH
RESPECT THERETO
WHEREAS, the City of Anaheim (the "City") previously approved the execution of
certain lease financing documents between the City and Anaheim Public Improvement
Corporation (the "Corporation") 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 ofJanuary 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
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WHEREAS, the City has determined to sell a portion of the Site known as "Fire Station
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 such Fire Station NO.3 to OCT A 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 amendments
to the Site Lease and the Lease Agreement proposed by the City and the Corporation; and
WHEREAS, there has been presented to this Council 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 the Mayor and City
Clerk (or their designees) are 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 the City Attorney, such
approval to be conclusively evidenced by the execution thereof
Section 2. All actions taken by the City Finance Director or his designee with respect to
the transaction described in the Amendment Documents are hereby approved, confirmed and
ratified, and the City Finance Director (or his designee) is hereby authorized and directed to do
any and all things and to execute and deliver any and all certificates or other documents which
he, or counsel to the Council, deem necessary or advisable to consummate the transaction
described in the Amendment Documents and otherwise effectuate the purposes of this
Resolution.
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THE FOREGOING RESOLUTION is approved and adopted by the City Council of the
City of Anaheim this 2nd day ofJune, 1998.
ATTEST
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CITY CLERK OF THE CITY OF ANAHEIM
DOCSLAl :252097.1
1-415040-JK2-05!l5!98
3
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. 98R-99 was introduced and adopted at a regular meeting provided by law, of
the Anaheim City Council held on the 2nd day of June, 1998, by the following vote of the
members thereof:
AYES:
MAYOR/COUNCIL MEMBERS: McCracken, Lopez, Tait, Zemel, Daly
NOES:
MAYOR/COUNCIL MEMBERS: None
ABSENT:
MAYOR/COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution
No. 98R-99 on the 2nd day of June, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City
of Anaheim this 2nd day of June, 1998.
~vtc,-/J( c;:~~
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing
is the original of Resolution No. 98R-99 was duly passed and adopted by the City Council of
the City of Anaheim on June 2nd, 1998.
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CITY CLERK OF THE CITY OF ANAHEIM