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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