APIC1989-311009-26 JHHW:BDQ:Kla 06/27/89 Z4568
July 18, 1989
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC89-3
A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF AN AMENDMENT TO A TRUST AGREEMENT AMONG THE CORPORATION,
THE CITY OF ANAHEIM AND SECURITY PACIFIC NATIONAL BANK, AS
TRUSTEE, AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Board of Directors of the Anaheim Public Improvement
Corporation (the "Corporation"):
WHEREAS, the City of Anaheim, California (the "City") has, pursuant to that
certain Lease Agreement, dated as of August 1, 1985, between the Corporation and the
City (the "Lease") agreed to lease that certain project described in Exhibit B to the Lease
(the "Project") from the Corporation and, pursuant to the Lease, the Corporation has
agreed to lease the Project to the City;
WHEREAS, the Trustee has executed and delivered certain certificates of
participation (the "Certificates") in the lease payments to be made by the City under the
Lease (the "Lease Payments") pursuant to the Trust Agreement and has applied the
proceeds of the sale of the Certificates in accordance with the provisions of the Trust
Agreement;
WHEREAS, Section 502(f) of the Trust Agreement provides that on August 1, 1989,
any funds in the Construction Account (as defined in the Trust Agreement) shall be paid
to the City to be used for any lawful purposes and the Construction Account shall be
closed;
WHEREAS, the City has determined it is in the best interests of the City to amend
the Trust Agreement to prevent such transfer to the City;
WHEREAS, Section 901 of the Trust Agreement provides that the Trust Agreement
may be amended in writing, without the consent of the Certificate Owners (as defined in
the Trust Agreement) in regard to questions arising thereunder which the City may deem
necessary or desirable and not inconsistent with the provisions thereof and which shall
not, in the opinion of counsel whose opinions are generally acceptable in the marketing
of tax-exempt obligations, adversely affect the interests of the Certificate Owners and
shall not cause the Lease Payments to be includable in gross income for the purposes of
federal income taxes; and
WHEREAS, the City has received such opinion;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. An amendment to the Trust Agreement, in the form attached hereto
as Exhibit A, be and the same is hereby approved, and the President and the Vice
President are hereby authorized and directed to execute said amendment, with such
changes, insertions and omissions as may be approved by such official, and the
Secretary is hereby authorized and directed to attest to such official's signature.
SECTION 2. The the President, the Vice President, 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.
THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors the
Anaheim Public Improvement Corporation this 18th day of July, 1989.
PUBLIC IMPROVEMENT CORPORATION
ATTEST:
SECRETARY OF THE
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
AYES, and in favor thereof, Directors:
NOES, Directors:
ABSENT, Directors:
Daly, Kaywood and Hunter
None
Ehrle and Pickler
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