APIC1992-211009-68
JHHW:BDQ:rhc
08/03/92
08/14/92
08/18/92
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC-...92-2
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: (a) refinance consu'uction of the
Anaheim Stadium (the "Stadium") by providing for the defeasance of the City of Anaheim
(California) Stadium, Inc. Lease Rental Bonds, 1978 Refunding Series, issued in the principal
amount of $11,785,000, of which $6,115,000 aggregate principal amount is currently
outstanding, (b) refinance construction of the enclosure and expansion of the Stadium by providing
for the defeasance of the City of Anaheim (California) Stadium, Inc. Lease Rental Bonds, 1979
Series A, issued in the principal amount of $33,000,000, of which $30,190,000 aggregate
principal amount is currently outstanding, (c) refinance the acquisition of land for the expansion of
the Anaheim Convention Center (the "Convention Center") by providing for the defeasance of the
Community Center Authority Revenue Bonds, Series C, issued in the principal amount of
$10,000,000, of which $8,435,000 aggregate principal amount is currently outstanding, (d)
refinance the construction of improvements to the Convention Center, known as Betterment 11, and
refinance the construction of the Mechanical Maintenance Facility by providing for an advance
deposit of lease payments due by the City to the Community Center Authority ("CCA") under a
lease agreement, dated as of May 1, 1986, by and between CCA and the City and providing for the
defeasance of certain certificates of participation executed and delivered by First Interstate Bank of
California, as trustee, under a trust agreement, dated as of May 1, 1986, by and among the City,
CCA and such trustee, in the principal amount of $31,200,000, of which $28,940,000 aggregate
principal amount is currently outstanding, (e) refinance the construction of certain parking facilities
located adjacent to the Convention Center by providing for an advance deposit of lease payments
due by the City to the Corporation under a sublease agreement, dated as of October 1, 1989, 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,
as trustee, under a trust agreement, dated as of October 1, 1989, by and among the City, the
Corporation and such trustee, in the principal amount of $39,295,000, of which $37,890,000
aggregate principal amount is currently outstanding and (f) refinance the construction of various
public improvements within the City's Commercial/Recreation area by providing for an advance
deposit of lease payments due by the City to the Corporation under a lease agreement, dated as of
November 1, 1989, by and between the Corporation and the City and providing for the defeasance
of certain certificates of participation executed and delivered by State Street Bank and Trust
Company of California, N.A., as trustee, under a mast agreement, dated as of November 1, 1989,
by and among the City, the Corporation and such trustee, in the principal amount of $8,250,000,
of which $8,075,000 aggregate principal amount is currently outstanding (collectively, the "Prior
Obligations"); and
WHEREAS, the documents below specified have been filed with the Corporation, and the
members of the Corporation, 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 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 a~est to such official's signature:
(a) a site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(b) a lease agreement, between the Corporation, as lessor, and the City, as lessee (the
"Lease Agreement");
(c) an assignment agreement, by and between the Corporation and Bank of America
National TruSt and Savings Association, as trustee (the "Trustee"), pursuant to which the
Corporation will assign certain of its rights under the Lease Agreement, including its right to
receive lease payments thereunder, to the Trustee; and
(d) 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.
In the event one or more of the Prior Obligations to be refunded cannot be refunded
pursuant to the documents now before this Board and described above, the President, Executive
Director or Finance Officer are hereby authorized and directed to have appropriate documents
prepared to provide for the refunding thereof, in two or more series, if necessary. Additional
approval by this Board will not be required, the authorization provided by this resolution to be
effective in such case, so long as the documents to be prepared are substantially similar in form and
content to the documents now before this Board.
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
of the Anaheim Public
following vote:
Attest:
RESOLUTION was approved and adopted by the Board of Directors
Improvement Corporation this 1st day of .$~gemb~r.l~ the
~IDENT ~IC
IMPROVEI~NT CORPORATION
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION
-2-
I, the undersigned Secretary of the Anaheim Public Improvement Corporation, hereby
certify that the foregoing is a full, true and correct copy of Resolution No. APIC-92-a:luly adopted
by the Board of Directors of the Corporation at a meeting thereof on the 1 st day of September,
1992, by the following vote of the members thereof:
AYES, and in favor thereof: Board Members
NOES: Board Members
Simpson, Ehrle, Pickler, Daly
None
and Hunter
ABSENT: Board Members
None
-3-
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public
Improvement Corporation, do hereby certify that the foregoing Resolution
No. APICg2-2 was introduced and adopted at a regular meeting provided by law, of
the Board of Directors of the Anaheim Public Improvement Corporation held on the
1st day of September, 1992, by the following vote of the members thereof:
AYES:
BOARD MEMBERS: Simpson, Ehrle, Pickler, Daly and Hunter
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the President of the Board of Directors signed said
Resolution No. APIC92-2 on the 2nd day of September, 1992.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City
of Anaheim this 2nd day of September, 1992.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing is the original of Resolution No. APICg2-2 duly
passed and adopted by the Anaheim Public Improvement Corporation on September 2
1992. '
SECRETARY OF THE ]~IAHEIM PUBLIC IMPROVEMENT
CORPORAT ION