APIC1997-1RESOLUTION NO. APIC97-___l
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION
APPROVING, AUTHORIZING AHD DIRECTING
EXECUTION OF ANAMENDMENT TO A 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, together with the Original 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 First Trust of California, 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 facilitate the financing
or refinancing of various improvements and components of the
Project; and
WHEREAS, the City has determined to proceed with the
acquisition and construction of additional public improvements
consisting of an expansion of the Anaheim Convention Center, a
public parking facility, and certain infrastructure improvements
in the area of such Convention Center and public parking facility
(collectively, the "Improvements"), and has determined that
significant public benefits will result from the Improvements;
and
WHEREAS, a portion of the Improvements will be located on
the Site and will constitute additions and betterments to the
facilities included in the Project; and
WHEREAS, in connection with the Improvements, the City
desires to sublease the Project to the Anaheim Public Financing
Authority (the "Authority") pursuant to a Site and Facility Lease
(the "1997 Site and Facility Lease") dated as of January 1, 1997
between the City and the Authority; and
WHEREAS, in connection with the Improvements, the Authority
desires to sublease the Project, as improved by the Improvements,
as well as the public parking facility included within the
Improvements, to the City pursuant to a Lease Agreement (the
"1997 Lease Agreement"), dated as of January 1, 1997, between the
Authority; and
WHEREAS, the Authority proposes to issue its Lease Revenue
Bonds (Anaheim Public Improvements Project) (the "Bonds") to
finance the costs of the acquisition and construction of the
Improvements; and
WHEREAS, the City and the Corporation recognize the value to
the City of acquiring and constructing the Improvements for the
purpose of creating opportunities for significant future economic
growth and public benefit in the city, and desire to confirm that
the interests of the Authority and the City under the 1997 Site
and Facility Lease and the 1997 Lease Agreement will not be
disturbed or extinguished as a result of any act or failure to
act by the City under the Lease Agreement; and
WHEREAS, the City and the Corporation propose to amend the
Lease Agreement with respect to certain rights and obligations of
the parties thereunder; 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, pursuant to Sections 10.01 and 10.02 of the Trust
Agreement, the Owners of at least fifty-one percent (51%) in
aggregate principal amount of the Outstanding Certificates 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 Lease Agreement; and
A form of the Memorandum of Amendment No. 2 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.
THE FOREGOING RESOLUTION is approved and adopted by the
Board of Directors of the Anaheim Public Improvement Corporation
this 28th day of January, 1997.
CORPORATION
ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
LA1-158273.1 3 41993-7-JK2~)lg22/97
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. APIC97-1 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 28th day of January, 1997, by the following
vote ofthe 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. APIC97-1 on the 28th day of January, 1997.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 28th day of January, 1997.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORI'I'~
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Authority, do hereby
certify that the foregoing is the original of Resolution No. APIC97-1 duly passed and adopted
by the Anaheim Public Improvement Authority on January 28, 1997.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORI'I'~