Loading...
APFA-2018-001ANAHEIM PUBLIC FINANCING AUTHORITY RESOLUTION NO. APFA-2018-001 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 1997 SITE AND FACILITY LEASE AND A FIRST SUPPLEMENTAL LEASE AGREEMENT TO A 1997 LEASE AGREEMENT AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, pursuant to the Site and Facility Lease, dated as of February 1, 1997 (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 February 1, 1997 (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 term of the Lease Agreement 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, Sections A(7) and B(5) of Article VII of the Reimbursement Agreement, dated as of February 1, 1997, by and among the City, the Authority, Walt Disney World Co., The Walt Disney Company and BNY Western Trust Company, as trustee, as amended and supplemented the First Amendment to Reimbursement Agreement, dated as of June 1, 2007 (as so amended and supplemented, the "Reimbursement Agreement"), by and among the City, the Authority, Walt Disney World Co., The Walt Disney Company and The Bank of New York Trust Company, as successor trustee, provides that the City and the Authority, respectively, will not amend, modify or terminate the Site Lease or the Lease Agreement without the prior written consent of Walt Disney World Co. and The Walt Disney Company; WHEREAS, Section 3.05 of the First Supplemental Indenture of Trust, dated as of June 1, 2007 (the "First Supplemental Indenture"), by and between the Authority and The Bank of New York Trust Company, N.A., as successor trustee, provides that (a) any amendment or supplement to any principal financing document shall be subject to the prior written consent of the Bond Insurer (as defined in the First Supplemental Indenture), and (b) any rating agency rating the Series 2007 Bonds (as defined in the First Supplemental Indenture) must receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption; 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, Sections 4146-3984-2575.3 A(7) and B(5) of Article VII of the Reimbursement Agreement, and Section 3.05 of the First Supplemental Indenture 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, Sections A(7) and B(5) of Article VII of the Reimbursement Agreement, and Section 3.05 of the First Supplemental Indenture 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 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 2 4146-3984-2575.3 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, 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. 3 4146-3984-2575.3 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 vote: AYES: Chairman Tait and Authority Members: Moreno, Murray, Vanderbilt, Barnes, Kring and Faessel NOES: None ABSENT: None ABSTAIN: None ATTEST: Acting Secretary 4146-3984-2575.3 M Chairman 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-2018-001 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. ACTING SECR TARY TO THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL)