APIC1993-311009-72 JHHW:BDQ:rhc 05/14~93
AIG Long Swap 05~20/93
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC- 93-3
· A RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN LEASE FINANCING
DOCUMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Anaheim Public Improvement Corporation (the "Corporation"), as
follows:
WHEREAS, the City of Anaheim, California (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 the acquisition,
construction and installation of certain police facility improvements by providing for:
(a) an advance deposit of lease payments due by the City to the Corporation under a
lease agreement, dated as of August 1, 1985, by and between the Corporation and the City
and providing for the defeasance of certain certificates of participation executed and
delivered by Bank of America National Trust and Savings Association (formerly, Security
Pacific National Bank), as trustee (the "Prior Trustee"), under a trust agreement, dated as
of August 1, 1985, by and among the City, the Corporation and the Prior Trustee (the
"1985 Certificates"), and
(b) an advance deposit of sub-sublease payments due by the City to the Corporation
under a sub-sublease agreement, dated as of December 1, 1986, by and between the
Corporation and the City and providing for the defeasance of certain certificates of
participation executed and delivered by the Prior Trustee, as trustee, under a trust
agreement, dated as of December 1, 1986, by and among the City, the Corporation and the
Prior Trustee (the "1986 Certificates" and, with the 1985 Certificates, the "Prior
Obligations");
WHEREAS, the documents below specified have been filed with the Corporation, and the
men:bers of the Corporation, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section I. The below-enumerated documents are hereby approved, and the President,
Executive Director or Finance Officer is hereby authorized and directed to execute said documents,
in substantially the form on file with the Secretary, with such changes, insertions and omissions as
may be approved by such official, and the Secretary of the Corporation is hereby authorized and
directed to attest to such official's signature:
(a) a termination agreement, among the City, the Corporation and the Prior Trustee, relating
to the Prior Obligations;
(b) a site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(c) a lease agreement, between the Corporation, as lessor, and the City, as lessee (the
"Lease Agreement");
(d) an assignment agreement, by and between the Corporation and a trustee t° be selected
(the "Trustee"), pursuant to which the Corporation will assign certain of its rights under the Lease
Agreement, igcluding its right to receive lease payments thereunder, to the Trustee; and
(e) a trust agreement, by and among the Corporation, the City and the Trustee relating to
the financing and the execution and delivery of certificates of participation evidencing the direct,
undivided fractional interests of the owners thereof in lease payments to be made by the City under
the Lease Agreement.
Section 2. The President, Vice President, Finance Officer, 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 was approved and adopted by the Board of Directors of
the Anaheim Public Improvement Corporation this 8th day of June, 1993 by the following vote:
AYES, and in favor thereof: Board Members Feldhaus, Hunter, Pickier, Simpson, Daly
NOES: Board Members
None
ABSENT: Board Members
None
A[test:
SECRETARY OF THE ANAHEIM PUBLIC
I?,,IPROV~MENT CORPORATION
PRE I~DD~ENT OF THF...-A~AHF:I UBI lC
IMPROVEMENT CO~N-
-2-
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing Resolution No. APIC93-3 was introduced and
adopted at a regular meeting provided by law of the Anaheim Public Improvement
Corporation held on the 8th day of June, 1993, by the following vote of the
members thereof:
AYES:
NOES:
BOARD MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND ! FURTHER certify that the President of the Anaheim Public Improvement
Corporaiton signed said Resolution No. APIC93-3 on the 9th day of June, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Anaheim Public Improvement Corporation this 9th day of June, 1993.
OF THE 'ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corpuration, do
herebycertifythat the foregoing is the original of Resolution NE. APICg3-3duly
passed and adopted by the Anaheim Public Improvement Corporation on June 8, 1993..
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT
CORPORATION