APFA-2018-002ANAHEIM PUBLIC FINANCING AUTHORITY
RESOLUTION NO. APFA-2018-002
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION
AND DELIVERY OF A FIRST SUPPLEMENTAL SITE AND FACILITY
LEASE TO A 2014 SITE AND FACILITY LEASE AND A FIRST
SUPPLEMENTAL LEASE AGREEMENT TO A 2014 LEASE
AGREEMENT AND AUTHORIZING OTHER MATTERS RELATED
THERETO
WHEREAS, pursuant to the Site and Facility Lease, dated as of November 1, 2014 (the
"Site Lease"), by and between the City of Anaheim (the "City") and the Anaheim Public Financing
Authority (the "Authority"), the City leased certain parcels of real property (the "Site") and certain
improvements on or to be constructed on the Site (the "Facility" and, together with the Site, the
"Leased Premises") to the Authority;
WHEREAS, pursuant to the Lease Agreement, dated as of November 1, 2014 (the "Lease
Agreement"), by and between the Authority and the City, the Authority leased the Leased Premises
to the City;
WHEREAS, Section 8.3(b) of the Lease Agreement provides that the City has the option
at any time and from time to time during the Lease Term to release any portion of the Facility
and/or the Site, provided that the City satisfies all of the conditions precedent to such release
specified in such Section;
WHEREAS, the City has determined to take, or cause to be taken, such actions as are
necessary to satisfy the conditions described in Section 8.3(b) of the Lease Agreement in order to
release from the Site Lease and the Lease Agreement a portion of the Site (the "Released Parcel");
WHEREAS, the City has determined to take, or cause to be taken, such actions as are
necessary to satisfy the conditions described in Section 8.3(b) of the Lease Agreement in order to
release from the Site Lease and the Lease Agreement a portion of the Facility (the "Released
Facility");
WHEREAS, in order to evidence the release of the Released Parcel and the Released
Facility from the Site Lease, there has been prepared a First Supplemental Site and Facility Lease
by and between the City and the Authority, which modifies the description of the Site in the Site
Lease so as to exclude therefrom the description of the Released Parcel and which modifies the
description of the Facility in the Site Lease so as to exclude therefrom the Released Facility (such
First Supplemental Site and Facility Lease, in the form presented to this meeting, with such
changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein
as the "First Supplemental Site Lease");
WHEREAS, in order to evidence the release of the Released Parcel and the Released
Facility from the Lease Agreement, there has been prepared a First Supplemental Lease Agreement
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by and between the Authority and the City, which modifies the description of the Site in the Lease
Agreement so as to exclude therefrom the description of the Released Parcel and which modifies
the description of the Facility in the Lease Agreement so as to exclude therefrom the Released
Facility (such First Supplemental Lease Agreement, in the form presented to this meeting, with
such changes, insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "First Supplemental Lease Agreement");
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the First Supplemental Site Lease; and
(b) the First Supplemental Lease Agreement; and
WHEREAS, the Board of Directors of the Authority (the "Board of Directors") desires to
authorize the execution and delivery of the First Supplemental Site Lease and the First
Supplemental Lease Agreement and the execution of such documents and the performance of such
acts as may be necessary or desirable in connection therewith;
NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority
does hereby resolve, determine and order as follows:
Section 1. The above recitals are true and correct, and the Board of Directors so finds and
determines.
Section 2. The First Supplemental Site Lease, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Chairman of the Authority, the Vice -Chairman of the Authority, and such
other members of the Board of Directors as the Chairman may designate, the Executive Director
of the Authority, the financial advisor of the Authority (being the Finance Director of the City),
the Secretary of the Authority and such other officers of the Authority as the Executive Director
may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized
Officers is hereby directed, for and in the name of the Authority, to execute and, upon satisfaction
of the conditions described in the recitals hereto required to be satisfied in order to release the
Released Parcel and the Released Facility from the Site Lease, deliver the First Supplemental Site
Lease in the form presented to this meeting, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or approval to
be conclusively evidenced by the execution of the First Supplemental Site Lease by such
Authorized Officer.
Section 3. The First Supplemental Lease Agreement, in substantially the form submitted
to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized
Officers is hereby directed, for and in the name of the Authority, to execute and, upon satisfaction
of the conditions described in the recitals hereto required to be satisfied in order to release the
Released Parcel and the Released Facility from the Lease Agreement, deliver the First
Supplemental Lease Agreement in the form presented to this meeting, with such changes,
insertions and omissions as the Authorized Officer executing the same may require or approve,
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such requirement or approval to be conclusively evidenced by the execution of the First
Supplemental Lease Agreement by such Authorized Officer.
Section 4. The Authorized Officers and their authorized deputies and agents are, and each
of them is, hereby authorized and directed, for and in the name of the Authority to do any and all
things and to execute and deliver any and all documents that they or any of them deem necessary
or advisable in order to consummate the transactions contemplated by this Resolution and
otherwise to carry out, give effect to and comply with the terms and intent of this Resolution,
including causing the Authority's interest in the Released Parcel and the Released Facility to be
quitclaimed to the City.
Section 5. All actions heretofore taken by the Authorized Officers and their authorized
deputies and agents with respect to, in connection with or related to any of the agreements or
documents referred to herein, are hereby approved, confirmed and ratified.
Section 6. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing
Authority on March 27, 2018, by the following roll call:
AYES: Chairman Tait and Authority Members: Moreno, Murray, Vanderbilt, Barnes,
Kring and Faessel
NOES: None
ABSENT: None
ABSTAIN: None
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Chairman
ATTEST:
Acting Secretary
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, Acting Secretary of the Anaheim Public Financing Authority, do herby certify
that the foregoing Resolution No. APFA-2018-002 was duly adopted at its regular meeting provided
by law, of the Anaheim Public Financing Authority held on the 27th day of March, 2018, by the
following vote of the members thereof:
AYES: Chairman Tait and Authority Members: Moreno, Murray, Vanderbilt, Barnes,
Kring, and Faessel
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March, 2018.
.AL)
ACTING SE RETARY TO THE ANAHEIM PUBLIC
FINANCING AUTHORITY