Loading...
APFA-2020-001 RESOLUTION NO. APFA 2020 - 001 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL SITE AND FACILITY LEASE TO A 1997 SITE AND FACILITY LEASE AND A SECOND 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 Lease Site") and certain improvements on or to be constructed on the Site Lease Site (the "Site Lease Facility") 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 Site Lease Site and the Site Lease Facility, together with certain other real property (together with the Site Lease Site, the "Site") and certain improvements thereon (together with the Site Lease Facility, the "Facility"), to the City; WHEREAS,pursuant to the First Supplemental Site and Facility Lease, dated as of April 1, 2018 (the "First Supplemental Site Lease" and, together with the Site Lease, the "First Supplemented Site Lease"), by and between the City and the Authority, the description of the Site Lease Site and the Site Lease Facility set forth in the Site Lease was modified in order to reflect the release therefrom of a certain portion of the Site Lease Site and a certain portion of the Site Lease Facility, all as further described therein; WHEREAS, pursuant to the First Supplemental Lease Agreement, dated as of April 1, 2018 (the "First Supplemental Lease Agreement" and, together with the Lease Agreement, the "First Supplemented Lease Agreement"), by and between the Authority and the City, the description of the Site and the Facility set forth in the Lease Agreement was modified in order to reflect the release therefrom of a certain portion of the Site and a certain portion of the Facility, all as further described therein; 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 4142-0697-0405.2 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 13.13(f) of the Second Supplemental Indenture of Trust, dated as of April 1, 2019 (the "Second Supplemental Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee, provides that any amendment or supplement to any principal financing document shall be subject to the prior written consent of the Series 2019 A Bond Insurer (as defined in the Second Supplemental Indenture); 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 13.13(f) of the Second Supplemental Indenture in order to release from the First Supplemented Site Lease and the First Supplemented 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 13.13(f) of the Second Supplemental Indenture in order to release from the First Supplemented Site Lease and the First Supplemented 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 First Supplemented Site Lease, there has been prepared a Second Supplemental Site and Facility Lease by and between the City and the Authority, which modifies the description of the Site Lease Site in the First Supplemented Site Lease"so as to exclude therefrom the description of the Released Parcel and which modifies the description of the Site Lease Facility in the First Supplemented Site Lease so as to exclude therefrom the Released Facility (such Second 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 "Second Supplemental Site Lease"); WHEREAS, in order to evidence the release of the Released Parcel and the Released Facility from the First Supplemented Lease Agreement, there has been prepared a Second Supplemental Lease Agreement by and between the Authority and the City, which modifies the description of the Site in the First Supplemented Lease Agreement so as to exclude therefrom the description of the Released Parcel and which modifies the description of the Facility in the First Supplemented Lease Agreement so as to exclude therefrom the Released Facility (such Second 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 "Second Supplemental Lease Agreement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Second Supplemental Site Lease; and (b) the Second Supplemental Lease Agreement; and 2 4142-0697-0405.2 WHEREAS, the Board of Directors of the Authority (the "Board of Directors") desires to authorize the execution and delivery of the Second Supplemental Site Lease and the Second Supplemental Lease Agreement and theexecution 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 Second 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 First Supplemented Site Lease, deliver the Second 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 Second Supplemental Site Lease by such Authorized Officer. Section 3. The Second 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 First Supplemented Lease Agreement, deliver the Second 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 Second 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. 3 4142-0697-0405.2 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 at a regular meeting of the Anaheim Public Financing Authority on September 29, 2020, by the following vote: AYES: Chairman Sidhu and Authority Members Faessel, Barnes, Brandman, Kring, and O'Neil NOES: Authority Member Moreno ABSENT:None ABSTAIN: None 1144, , 1 1 ' / , , , ' Old. 4; ATTEST: --"811iii S retary 4 4142-0697-0405.2 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM I, THERESA BASS, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2020-001 adopted at a regular meeting provided by law, of the Anaheim Public Financing Authority held on the 29th day of September, 2020, by the following vote of the members thereof: AYES: Chairman Sidhu and Authority Members Faessel, Barnes, Brandman, Kring and O'Neil NOES: Authority Member Moreno ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 1st day October, 2020. 1110 SECRETAR OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL)