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88-08111000 27 JHHW;BDQ:kI~ 01/26/88 Z3197 02/08/88 02/17/86 RESOLUTION NO. 88R-81 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE FORM AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE BY THE COMMUNITY CENTER AUTHORITY OF ITS REVENUE BONDS, SERIES E, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the City of Anaheim (the "City") and the Anaheim Union High School District have heretofore executed a Joint Exercise of Powers Agreement, dated as of March 1, 1965, establishing the Community Center Authority (the "Authority"), and have amended said agreement from time to time; and WHEREAS, this City Council has heretofore authorized, by ordinance, the issuance by the Authority of its Revenue Bonds, Series E (the "Bonds"); and WHEREAS, to accomplish the issuance and sale by the Authority of the Bonds, it will be necessary and appropriate for this City Council to authorize the execution and delivery of certain documents and instruments and the taking of certain other actions; and WHEREAS, the documents specified below have been filed with the City, and the members of the City Council, with the aid of the City staff, have reviewed said documents; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: Section 1. That certain Sublease, by and between the City and the Authority, be and is hereby approved, and the Mayor, the City Manager and the Finance Director are hereby separately authorized and directed to execute and deliver said document for and in the name and on behalf of the City, substantially in the form presented to the City Council at this meeting, together with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such document by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 2. That certain Fifth Amendment to Community Center Facility Lease, by and between the Authority and the City, further amending the terms and conditions of the Community Center Facility Lease, dated as of May 1, 1965, as amended, by and between the Authority and the City, be and is hereby approved, and the Mayor, the City Manager and the Finance Director are hereby separately authorized and directed to execute and deliver said document for and in the name and on behalf of the City, substantially in the form presented to this City Council at this meeting, together with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such document by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature; provided, however, that the principal component of the lease payments made thereunder relating to the Bonds shall not exceed $65,000,000 and the maximum annual lease payments made thereunder relating to the Bonds shall not exceed $5,700,000. Section 3. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the issuance by the Authority of the Bonds. Section 4. This Resolution shall take effect upon its adoption by this City Council. I hereby certify that the foregoing resolution was duly adopted at a meeting of the City Council of the City of Anaheim duly held on the 23rd day of February, 1988. CITY OF ANAHEIM [SEAL] ATTEST: ASSISTANT Cit~, Clerk ~// -2- CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) i, ANN M. SAUVAGEAU, Assistant City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 88R-81 was introduced and adopted at a regular meeting provided by law, of the City Council of the City of Anaheim held on the 23rd day of February, 1988, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Ehrle, Hunter, Kaywood, Pickler and Bay NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 88R-81 on the 25th day of February, 1988. iN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Ana~eim this 25th day of February, 1988. ASSISTANT CITer CLERK~THE CITY OF ANAHEIM (SEAL) i, ~N M. SAUVAGEAU, Assistant City Clerk of the City of Anaheim, do hereby certify that the foregoing is the originaZ of Resolution No. 88R-81 duly passed and adopted by the Anaheim City Council on February 23, 1988. A~SSiSTANT CITer CLERK OF~f~E CITY OF ANAHEIM AFTER RECORDATION PLEASE RETURN TO: Jones Hall Hill & White, A Professional Law Corporation 4 Embarcadero Center, Suite 1950 San Francisco, CA 94111 Attention: Brian D. Quint, Esq. SUBLEASE Dated as of May 1, 1988 by and between the CITY OF ANAHEIM and the COMMUNITY CENTER AUTHORITY COMMUNITY CENTER AUTHORITY SUBLEASE THIS SUBLEASE, dated as of May 1, 1988, by and between the CITY OF ANAHEIM, a municipal corporation and chartered city organized and existing under and by virtue of the laws of the State of California (the "City"), as lessor, and the COMMUNITY CENTER AUTHORITY, a public entity and public agency organized and existing under and by virtue of the laws of the State of California (the "Authority"), as lessee; WITNESSETH: WHEREAS, the Authority intends to assist the City by financing, among other things, renovation of certain premises at Anaheim Stadium for use by the City as convention center facilities (the "Stadium Project"), and to lease the Stadium Project to the City pursuant to a Community Center Facility Lease, dated as of May 1, 1965 (the "Facility Lease"), and the City proposes to enter into this Sublease with the Authority as a material consideration for the Authority's agreement to lease the Stadium Project to the City; NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: Section 1. Sublease. The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, the property situated in the City of Anaheim, County of Orange, State of California, and described in Exhibit A attached hereto and made a part hereof (the "Premises"), which Premises are located at the Anaheim Stadium located on the site described in Exhibit B attached hereto. Section 2. Term. The term of this Sublease shall commence on the date of recordation of this Sublease in the Office of the County Recorder of the County of Orange, State of California, and shall end on August 1, 2020, unless such term is extended or sooner terminated as hereinafter provided. If on August 1, 2020 the aggregate amount of Base Rentals (as defined in and as) payable under the Facility Lease shall not have been paid, or provision shall not have been made for their payment, then the term of this Sublease shall be extended until such Base Rentals shall be fully paid or provision made for such payment. If prior to August 1, 2020, all Base Rentals shall be fully paid or provision made for such payment, the term of this Sublease shall end ten (10) days thereafter. Section 3. Rental. The City acknowledges receipt from the Authority as and for rental hereunder the sum of one dollar ($1.00), on or before the date of delivery of this Sublease. Section 4. Purpose. The Authority shall use the Premises solely for the purpose of acquiring, constructing and installing the Stadium Project and leasing the Stadium Project to the City pursuant tO the Facility Lease and for such purposes as may be incidental thereto; provided, that in the event of default by the City under the Facility Lease the Authority and its assigns may exercise the remedies provided in the Facility Lease. Section 5. Leasehold Owner of Premises. The City covenants that it is the leasehold owner of the Premises pursuant to that certain Stadium Lease, dated as of August 31, 1978, as amended, between the City of Anaheim (California) Stadium, Inc. and the City. Section 6. Assignments and Subleases, Unless the City shall be in default under the Facility Lease, the Authority may not assign its rights under this Sublease or sublet the Premises, except as provided in the Facility Lease, without the written consent of the City. Section 7. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Premises at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. Section 8. Termination. The Authority agrees, upon the termination of this Sublease, to quit and surrender the Premises in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Premises at the time of the termination of this Sublease shall remain thereon and title thereto shall vest in the City. Section 9. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Sublease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Sublease and of the Facility Lease shall be deemed to occur as a result thereof. Section 10. Quiet Enjoyment. The Authority at all times during the term of this Sublease shall peaceably and quietly have, hold and enjoy all of the Premises subject to the provisions of the Facility Lease. Section 11. Waiver of Personal Liability. All liabilities under this Sublease on the part of the Authority are solely liabilities of the Authority, and the City hereby releases each and every, member, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Sublease. No member, director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Sublease for anything done or omitted to be done by the Authority hereunder. Section 12. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also ali taxes, including possessory interest taxes, levied or assessed upon the Premises. -2- Section 13. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Sublease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Sublease shall be affected thereby, and each provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law. Section 14. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City in care of the City Clerk, City of Anaheim, 200 South Anaheim Boulevard, Anaheim, CA 92805, or if to the Authority, addressed to the Authority in care of the Secretary, Community Center Authority, 800 West Katella Avenue, Anaheim, California 92802, or to such other addresses as the respective parties may from time to time designate by notice in writing. Section 15. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Sublease. Section 16. Execution. This Sublease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same lease. -3- IN WITNESS WHEREOF, the City and the Authority have caused this Sublease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF ANAHEIM, as Lessor (S E A L) Attest: By Mayor City Clerk Approved as to Form: By. City Attorney COMMUNITY CENTER AUTHORITY, as Lessee (S E A L) Attest: By. President Secretary -4- EXHIBIT A DESCRIPTION OF PREMISES At the Anaheim Stadium, located at the site described in Exhibit B attached hereto, the concourse areas of the conference level, the field level and the terrace level, between aisles 62 through 70 and aisle 69. -5- EXHIBIT B DESCRIPTION OF SITE Situated in the City of Anaheim, County of Orange, State of California, and described as follows: Said site is situated in the City of Anaheim, County of Orange, State of California, and described as follows: Those portions of Lots 3 and 4 of Tract No. 71 in the City of Anaheim, County of Orange, State of California as per map recorded in Book 10, Page 22 of Miscellaneous Maps, in the Office of the County Recorder of said County, together with that portion of the land allotted to Alfred B. Chapman, in said City, County and State as described in the final decree of partition of the Rancho Santiago de Santa Aha, which was entered September 12, 1868, in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District in and for Los Angeles County, California, described as follows: Beginning at a point in the Easterly line of State College Boulevard, 106 feet in width, said point being at the Northerly terminus of that certain course "North 0008'00'' West, 1417.31 Feet", as shown on a Map of Record of Survey, filed in Book 72 Page 18 of Records of Survey, records of said County; thence along said Easterly line of street on a bearing for purposes of this description of South 0°40'27'' West, a distance of 1407.31 feet to a point in the Northerly line of a 10 foot wide easement for railway purposes as set forth in an instrument recorded June 17, 1960, in Book 5292, Page 508, official records of said County; said point being the true point of beginning; thence along the Northerly and Westerly lines of said railway easement, South 89°11'33" East, 757.02 feet; thence North 0048'27'' East, 5.00 feet to a point on a non-tangent curve concave Northwesterly having a radius of 344.365 feet; a radial at said point bears N 0°48'27'' E; thence Northeasterly along said curve through a central angle of 90°08'00'' an arc length of 541.57 feet; thence South 89°19'33'' East, 5.00 feet; thence continuing along the Westerly line of said easement and along the Westerly lines of the easements described by instruments recorded in Book 4698, Page 205 and Book 4698 Page 210 of Official Records of said County, North 0040'27'' East, 1215.51 feet; thence South 89°10'48'' East, 1268.55 Feet; thence South 18°34'31" East, 119.77 Feet; thence South 89°10'48'' East, 170.00 feet to a point in the Northerly line of Douglass Street as shown on the Right of Way Map of the Division of Highways of the State of California having a date of August 22, 1966 and a file number of F 1661-8 being last revised on December 12, 1976; thence along the boundary of said Douglass Street as shown on said map N 65°10'59'' E 159.65 Feet to an angle point therein; N 70°53'37'' E 133.67 Feet to a point on a non-tangent curve concave Easterly having a radius of 4000.00 Feet; a radial at said point bears N 65°13'58'' E; Southerly 3.47 Feet along said curve through a central angle of 0°02'59"; S 24°49'01'' E 59.53 Feet; S 59°28'21" W 133.67 and S 65°10'59" W 169.50 Feet; thence continuing S 65°10'59'' W along the Westerly prolongation of the Southerly line of said Douglass Street a distance of 27.52 Feet; thence South 1349.65 Feet; thence West 1016.61 Feet; thence South 623.79 Feet to the Northerly line of Orangewood Avenue, 90.00 Feet wide as shown on Map of said Record of Survey; thence along said Street North 89°11'33'' West, 345.22 Feet to the Westerly terminus of that certain course "East 514.69 Feet", as shown on said Record of Survey; thence continuing along the lines of -6- said Record of Survey, North 0°40'27' East 62.79; North 89°11'33" West, 250.57 Feet to a point on a non-tangent curve concave easterly having a radius of 344.26 feet a radial at said point bears N 77°43'45'' W; thence northerly along said curve through a central angle of 19°49'31'', an arc distance of 119.12 Feet; thence North 32005'46'' East, 8.51 Feet to the beginning of a curve concave Westerly, having a radius of 3672.29 feet; thence Northerly along said curve through a central angle of 0°57'19'', an arc distance of 61.23 feet to a point of cusp with a curve concave Westerly, having a radius of 374.26 feet, all as shown on said Map of Record of Survey, a radial through said point bearing South 58°51'13'' East; thence Southerly along said curve through a central angle of 43023'25'', an arc distance of 283.43 feet to the South line of said Record of Survey; thence thereon North 89°11'33' West, 861.87 feet to said Easterly line of State College Boulevard; thence along said Street, North 0040'27'' East, 10.00 Feet to the true point of beginning. Except from portion of said land, all mineral, oil, gas and other hydrocarbons which lie vertically 500 feet below the surface of said land, however, releasing and surrendering the surface rights to said land, for a distance of no~ more than 500 feet in depth, as reserved by Aeroc Inc., a corporation in the deed recorded June 23, 1966 in Book 7969 Page 905, Official Records. Aisc excepting therefrom all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under said land together with the perpetual right of drilling, mining, exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described, oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells or mines, without, however, the right to drill, mine, explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove describe or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lands as reserved by First Western Bank and Trust Company, et al., in the deed recorded July 12, 1963 in Book 6627 Page 940, Official Records. Aisc except from portion of said land all oil, gas, asphaltum and other hydrocarbon substances and water, other than S.A.V.I.CO. water and water stock, from or under said land, with the right to drill for, produce, extract and take the same from the said land and store the same thereon and to enter either personally or by his agents or lessees upon said land at all times for said purpose and likewise time to time construct, use, maintain, erect, repair, replace and remove thereon and therefrom all buildings, tanks, machinery, telephone and telegraph lines an other structures including pipe lines which may be useful or desired in carrying on any operation for or in connection with any of the foregoing property, substances or uses, as reserved by J.R. Porten in the deed recorded September 1, 1920 in Book 364 Page 380 of Deeds. -7- STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this day of May, 1988, before me, the undersigned, a Notary Public in and for said State personally appeared Ben W. Bay and Leonora N. Sohl, personally known to me (or proved to me by satisfactory evidence) to be the persons who executed this instrument as the Mayor and the City Clerk, respectively, of the City of Anaheim and acknowledged to me that the City executed this instrument pursuant to a resolution of its City Council. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State My commission expires: STATE OF CALIFORNIA COUNTY OF ORANGE On this .day of May, 1988, before me, the undersigned, a Notary Public in and for said State personally appeared William H. Currier and Pat Patterson, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed this instrument as the President and Secretary, respectively, of the Community Center Authority, and acknowledged to me that the Authority executed this instrument pursuant to a resolution of its Governing Board. WITNESS my hand and official seal. Notary Public in and for said State My commission expires: -9- 11009-27 JHHW:BDQ:kia 01126/88 Z3199 02/08188 02/17/88 AFTER RECORDATION PLEASE RETURN TO: Jones Hall Hill & White, A Professional Law Corporation 4 Embarcadero Center, Suite 1950 San Francisco, CA 94111 Attention: Brian D, Quint, Esq, FIFTH AMENDMENT TO COMMUNITY CENTER FACILITY LEASE Dated as of May 1, 1988 by and between the COMMUNITY CENTER AUTHORITY and the CITY OF ANAHEIM FIFTH AMENDMENT TO COMMUNITY CENTER FACILITY LEASE This Fifth Amendment to Community Center Facility Lease, dated as of May 1, 1988, between the COMMUNITY CENTER AUTHORITY, a public entity and public agency, duly organized and existing pursuant to a Joint Exercise of Powers Agreement, dated as of March 1, 1965, as amended, between the City of Anaheim and the Anaheim Union High School District (herein called the "Authority"), and the CITY OF ANAHEIM, a chartered city and municipal corporation, organized and existing under and by virtue of the laws and Constitution of the State of California (herein called the "City"); WITNESSETH: WHEREAS, this Fifth Amendment to Community Center Facility Lease is entered into for the purpose of amending in certain respects a lease between that Authority and the City entitled "Community Center Facility Lease," dated as of May 1, 1965, recorded on June 28, 1965, in the office of the County Recorder of Orange County, California under Recorder's Serial No. 22981 of Official Records, as heretofore amended by a "First Amendment to Community Center Facility Lease," dated as of August 1, 1972, a "Second Amendment to Community Center Facility Lease," dated as of April 1, 1979, a "Third Amendment to Community Center Facility Lease," dated as of October 1, 1979, and a "Fourth Amendment to Community Center Facility Lease," dated as of October 1, 1980. In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: ARTICLE 1. The third paragraph of Section 1 of said Fa(~ility Lease, being the definition of the term "Facility Lease," is hereby amended to read as follows: "Facility Lease" means that Community Center Facility Lease, dated as of May 1, 1965, together with a Supplemental Lease executed on February 2, 1971, as amended by a "First Amendment to Community Center Facility Lease," dated as of August 1, 1972, a "Second Amendment to Community Center Facility Lease," dated as of April 1, 1979, a "Third Amendment to Community Center Facility Lease," dated as of October 1, 1979, a "Fourth Amendment to Community Center Facility Lease," dated as of October 1, 1980, and a "Fifth Amendment to Community Center Facility Lease," dated as of May 1, 1988, by and between the Authority as lessor of the Facility and the Demised Premises and the City as lessee thereof and any amendments, alterations or modifications as may be permitted under the Resolution. ARTICLE 2. The eleventh paragraph of Section 1 of said Facility Lease, being a definition of the term "Construction Contract," is hereby amended to read as follows: -1- "Construction Contract" means, with respect to the Phase 4 Facility, the construction contract or contracts to be entered into by, or assigned to, the Authority providing for the construction or equipping of the Phase 4 Facility, a copy or copies of executed contracts is or will be on file in the office of the Trustee at or prior to the time of issuance of the Bonds of Series E. ARTICLE 3. A twenty-seventh paragraph is added at the end of Section 1 of said Facility Lease to read as follows: "Fifth Amendment" means that lease and documents amendatory hereof entitled "Fifth Amendment to Community Center Facility Lease," dated as of May 1, 1958, between the Authority, as lessor, and the City, as lessee. ARTICLE 4. A twenty-eighth paragraph is added at the end of Section 1 of said Facility Lease to read as follows: "Fourth Supplemental Resolution" means the supplemental resolution of the Authority authorizing the issuance of Revenue Bonds, Series E, for the purpose of financing costs of the acquisition and construction of Phase 4. ARTICLE 5. A twenty-ninth paragraph is added at the end of Section 1 of said Facility Lease to read as follows: "Phase 4" means the Phase 4 Site and the Phase 4 Facility. ARTICLE 6. A thirtieth paragraph is added at the end of Section 1 of said Facility Lease to read as follows: "Phase 4 Facility" means certain additions and improvements to be constructed pursuant to the Agreement and as described in the Fourth Supplemental Resolution. ARTICLE 7. A thirty-first paragraph is added at the end of Section 1 of said Facility Lease to read as follows: "Phase 4 Site" means that certain real property situated in the State of California, County of Orange, City of Anaheim, more particularly described in Exhibits E, F and G attached hereto and made a part hereof; subject, however, to any conditions, reservations and easements of record known to the City. ARTICLE 8. Section 2 of said Facility Lease, regarding "Demised Premises and Facility," is hereby amended by adding a new paragraph (d) thereto to read as follows: -2- (d) The Authority hereby subleases to the City the Phase 4 Site described in Exhibits E, F and G attached hereto and made a part hereof. ARTICLE 9. Section 3 of said Facility Lease, regarding "Term," is hereby amended by adding a new paragraph (d) thereto to read as follows: (d) The term of this Facility Lease shall, as to Phase 4, commence on the date of recordation of the Fifth Amendment to this lease in the office of the County Recorder of Orange County, State of California, or on May 1, 1988, whichever is earlier, and shall end on August 1, 2020, or on such other date on which all Bonds of the Authority incurred to acquire and construct the Facility shall be fully paid and retired, or the Resolution shall be discharged by its terms, except that the term of this lease as to Phase 4 ,shall in no event be extended beyond July 31,2025. It is mutually agreed that the City shall take possession of Phase 4 on May 1, 1990, regardless of the condition of completion of the Phase 4 Facility on said date. In consideration of the agreement by the City to take possession as aforesaid, the Authority agrees that (i) in the event the Phase 4 Facility is substantially completed prior to May 1, 1990, the City shall then be entitled to possession of the Phase 4 Facility and the Phase 4 Site with no additional rental to be paid by the City to the Authority other than the amounts provided for herein and (ii) in the event the Phase 4 Facility is not substantially completed on May 1, 1990, the City shall succeed to and be entitled to all rights of recovery, if any, against the contractor (under the construction contact for the Phase 4 Facility) from the date of taking possession. ARTICLE 10. Subsection 4(a) of said Facility Lease, regarding "Base Rental," is hereby amended by adding a new fourth paragraph thereof to read as follows: In addition thereto, the City shall also pay to the Trustee for the account of the Authority, rental for the use and occupancy of Phase 4 semi-annually on each January 1 and July 1, commencing July 1, 1988, in the amounts and on the dates specified in Exhibit A attached hereto. ARTICLE 11. The first paragraph of subsection 4(c) of said Facility Lease is hereby amended to read as follows: (c) Additional Rental. In addition to the Base Rental hereinabove set forth, the City shall pay to the Trustee for the account of the Authority throughout the Term of this Facility Lease, including the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment hereof, for the use and occupancy of the Facility, including Phase 2, Phase 3 and Phase 4 thereof, an amount (hereinafter called "Additional Rental") equivalent to the sum of the following: -3- ARTICLE 12. For purposes of Phase 4, Section 15 of said Facility Lease is hereby amended to read as follows: Section 5. Insurance. The City shall maintain or cause to be maintained, throughout the Term of this Facility Lease (but only if commercially available under reasonable terms), at the sole cost and expense of the City, policies of insurance as follows: (a) a standard comprehensive general insurance policy or policies in protection of the Authority, the City, and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Phase 4 Facility. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $2,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $150,000 for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $2,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City. The proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the proceeds of such insurance shall have been paid. (b) insurance against loss or damage to any structures constituting any part of the Phase 4 Facility by fire and lightning, with extended coverage and vandalism and malicious mischief insurance (but only if such insurance is commercially available), and earthquake and flood insurance (but only if such insurance is commercially available under reasonable terms). In the event such earthquake insurance shall at any time during the Term of this Facility Lease not be commercially available under reasonable terms, the City shall not be obligated to maintain earthquake insurance during the period of such unavailability; provided, however, that (x) in the event of any uninsured loss to the Phase 4 Facility resulting from earthquake, the City shall apply for and use its best efforts to obtain financial assistance from the United States of America to be used for the repair, reconstruction or replacement of such Project and (y) in the event of damage or destruction of the Phase 4 Facility caused by earthquake not covered by a commercial insurance policy, the City covenants to repair or replace the Phase 4 Facility or retire outstanding Bonds of Series E from moneys, if any, legally available therefor and not otherwise appropriated. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the greater of (i) -4- the aggregate principal amount of the Outstanding Bonds of Series E, or (b) one hundred percent (100%) of the replacement cost of the Phase 4 Facility. Such insurance may be subject to deductible clauses of not to exceed $250,000 for any one loss and such earthquake insurance may be subject to a deductible clause of not to exceed ten percent (10%) of said replacement cost for any one loss. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage carried by the City. (c) rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any structures constituting any part of the Phase 4 Facility during the Term of this Facility Lease as a result of any of the hazards covered in the insurance required by paragraph (b) hereof, in an amount at least equal to the maximum Base Rentals payable hereunder relating to Phase 4 in any twenty-four-month period. The net proceeds of such insurance shall be paid to the Trustee and deposited in the Revenue Fund and shall be credited towards the payment of the Base Rentals relating to Phase 4 in the order in which such Base Rentals come due and payable. (d) one or more CLTA title insurance policies in the aggregate amount of sixty million dollars ($60,000,000) insuring the City's leasehold estate in the the Phase 4 Convention Center Project under the Facility Lease, subject only to Permitted Encumbrances. All net proceeds received under said policy, and all net proceeds received under any other policy of title insurance with respect to the Phase 4 Convention Center Project and the Phase 4 Convention Center Site, shall be deposited with the Trustee and credited towards the prepayment of the remaining Base Rentals. Each policy of insurance required by paragraphs (b), (c) and (d) above shall provide that all proceeds thereunder shall be payable to the Trustee as and to the extent required hereunder. All such policies shall provide that the Trustee shall be given thirty (30) days' notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required, including any forms of self-insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. The City shall cause to be delivered to the Trustee annually evidence satisfactory to the Trustee that the insurance policies required by this Facility Lease are in full force and effect. ARTICLE 13. Section 15 of said Facility Lease, regarding "Construction of Facility," is hereby amended by adding a new paragraph (d) thereto, to read as follows: (d) The Authority will obtain open competitive bids for the construction of the Phase 4 Facility, and will enter into a construction contract providing for the construction of the Phase 4 Facility with the lowest responsible bidder, and will supervise and provide for the complete construction of the Phase 4 Facility. The Authority agrees that the Phase 4 Facility will be constructed in accordance with plans and specifications to be prepared by Howard Needles Tammen & Bergendoff, architects (herein -5- all the "Phase 4 Architect"). The Authority further agrees that, subject to its ability to issue additional bonds under the Resolution adequate to finance substantial completion of the Phase 4 Facility, the Phase 4 Facility will be substantially completed on or prior to May 1, 1990. The City agrees that upon substantial completion of the Phase 4 Facility, it will take possession of and occupy Phase 4 under the terms and provision of this lease. Such substantial completion shall be evidenced either by a certificate of the Phase 4 Architect or by the occupancy by the City of Phase 4. The time within which the Authority is required to complete the Phase 4 Facility shall be extended for a period equal to any extensions of time to which the contactor is entitled under construction contract entered into with respect to the Phase 4 Facility. ARTICLE 14. Said Facility lease is hereby amended by adding a new Exhibit G thereto to read as follows: EXHIBIT G At the Anaheim Stadium, located at the site hereinafter described, the concourse areas of the conference level, the field level and the terrace level, between aisles 62 through 70 and aisle 69. Said site is situated in the City of Anaheim, County of Orange, State of California, and described as follows: Those portions of Lots 3 and 4 of Tract No. 71 in the City of Anaheim, County of Orange, State of California ss per map recorded in Book 10, Page 22 of Miscellaneous Maps, in the Office of the County Recorder of said County, together with that portion of the land allotted to Alfred B. Chapman, in said City, County and State as described in the final decree of partition of the Rancho Santiago de Santa Aha, which was entered September 12, 1868, in Book "B" Page 410 of Judgments of the District Court of the 17th Judicial District in and for Los Angeles County, California, described as follows: Beginning at a point in the Easterly line of State College Boulevard, 106 feet in width, said point being at the Northerly terminus of that certain course "North 0008'00'' West, 1417.31 Feet", as shown on a Map of Record of Survey, filed in Book 72 Page 18 of Records of Survey, records of said County; thence along said Easterly line of street on a bearing for purposes of this description of South 0°40'27" West, a distance of 1407.31 feet to a point in the Northerly line of a 10 foot wide easement for railway purposes as set forth in an instrument recorded June 17, 1960, in Book 5292, Page 508, official records of said County; said point being the true point of beginning; thence along the Northerly and Westerly lines of said railway easement, South 89°11'33'' East, 757.02 feet; thence North 0°48'27'' East, 5.00 feet to a point on a non-tangent curve concave Northwesterly having a radius of 344.365 feet; a radial at said point bears N 0048'27'' E; thence Northeasterly along said curve through a central angle of 90°08'00'' an arc length of 541.57 feet; thence South 89019'33'' East, 5.00 feet; thence -6- continuing along the Westerly line of said easement and along the Westerly lines of the easements described by instruments recorded in Book 4698, Page 205 and Book 4698 Page 210 of Official Records of said County, North 0°40'27'' East, 1215.51 feet; thence South 89°10'48'' East, 1268.55 Feet; thence South 18°34'31'' East, 119.77 Feet; thence South 89°10'48'' East, 170.00 feet to a point in the Northerly line of Douglass Street as shown on the Right of Way Map of the Division of Highways of the State of California having a date of August 22, 1966 and a file number of F 1661-8 being last revised on December 12, 1976; thence along '[he boundary of said Douglass Street as shown on said map N 65°10'59'' E 159.65 Feet to an angle point therein; N 70°53'37'' E 133.67 Feet to a point on a non- tangent curve concave Easterly having a radius of 4000.00 Feet; a radial at said point bears N 65°13'58'' E; Southerly 3.47 Feet along said curve through a central angle of 0°02'59"; S 24°49'01'' E 59.53 Feet; S 59°28'21'' W 133.67 and S 65°10'59'' W 169.50 Feet; thence continuing S 65°10'59'' W along the Westerly prolongation of the Southerly line of said Douglass Street a distance of 27.52 Feet; thence South 1349.65 Feet; thence West 1016.61 Feet; thence South 623.79 Feet to the Northerly line of Orangewood Avenue, 90.00 Feet wide as shown on Map of said Record of Survey; thence along said Street North 89011'33'' West, 345.22 Feet to the Westerly terminus of that certain course "East 514.69 Feet", as shown on said Record of Survey; thence continuing along the lines of said Record of Survey, North 0°40'27'' East 62.79; North 89°11'33'' West, 250.57 Feet to a point on a non-tangent curve concave easterly having a radius of 344.26 feet a radial at said point bears N 77°43'45'' W; thence northerly along said curve through a central angle of 19°49'31'', an arc distance of 119.12 Feet; thence North 32°05'46'' East, 8.51 Feet to the beginning of a curve concave Westerly, having a radius of 3672.29 feet; thence Northerly along said curve through a central angle of 0°57'19'', an arc'distance of 61.23 feet to a point of cusp with a curve concave Westerly, having a radius of 374.26 feet, all as shown on said Map of Record of Survey, a radial through said point bearing South 58°51'13'' East; thence Southerly along said curve through a central angle of 43°23'25'', an arc distance of 283.43 feet to the South line of said Record of Survey; thence thereon North 89°11'33" West, 861.87 feet to said Easterly line of State College Boulevard; thence along said Street, North 0°40'27'' East, 10.00 Feet to the true point of beginning. Except from portion of said land, all mineral, oil, gas and other hydrocarbons which lie vertically 500 feet below the surface of said land, however, releasing and surrendering the surface rights to said land, for a distance of not more than 500 feet in depth, as reserved by Aeroc Inc., a corporation in the deed recorded June 23, 1966 in Book 7969 Page 905, Official Records. Aisc excepting therefrom all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under said land together with the perpetual right of drilling, mining, exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those -7- hereinabove described, oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells or mines, without, however, the right to drill, mine, explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove describe or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lands as reserved by First Western Bank and Trust Company, et al., in the deed recorded July 12, 1963 in Book 6627 Page 940, Official Records. Aisc except from portion of said land all oil, gas, asphaltum and other hydrocarbon substances and water, other than S.A.V.I.CO. water and water stock, from or under said land, with the right to drill for, produce, extract and take the same from the said land and store the same thereon and to enter either personally or by his agents or lessees upon said land at all times for said purpose and likewise time to time construct, use, maintain, erect, repair, replace and remove thereon and therefrom all buildings, tanks, machinery, telephone and telegraph lines an other structures including pipe lines which may be useful or desired in carrying on any operation for or in connection with any of the foregoing property, substances or uses, as reserved by J.R. Porten in the deed recorded September 1, 1920 in Book 364 Page 380 of Deeds. -8- IN WITNESS WHEREOF, the City and the Authority have caused this Fifth Amendment to Community Center Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COMMUNITY CENTER AUTHORITY, a public entity and public agency [SEAL] Attest: By: President By:. Secretary CITY OF ANAHEIM, a chartered city and municipal corporation [SEAL] Attest: By: Mayor By: City Clerk Approved as to Form: By Jack L. White, City Attorney By Deputy City Attorney -9- EXHIBIT A BASE RENTAL RELATING TO BONDS OF SERIES E Payment Date 07/01/88 01/01/89 07/01/89 01/01/90 07/01/90 01/01/91 07/01/91 01/01/92 07/01/92 01/01/93 07/01/93 01/01/94 07/01/94 01/01/95 07/01/95 01/01/96 07/01/96 01/01/97 07/01/97 01/01/98 07/01/98 01/01/99 07/01/99 01/01/00 07/01/00 01/01/01 07/01/01 01/01/02 07/01/02 01/01/03 07/01/03 01/01/04 07/01/04 01/01/05 07/01/05 01/01/06 07/01/06 01/01/07 07/01/07 01/01/08 07/01/08 01/01/09 07/01/09 01/01/10 07/01/10 Principal $ interest' $ Total $ 'Interest through May 1, 1990, is funded from the proceeds of Bonds of Series E. EXHIBIT A Page 1 Payment Date 01/01/11 07/01/11 01/01/12 07/01/12 01/01/13 07/01/13 01/01/14 07/01/14 01/01/15 07/01/15 01/01/16 07/01/16 01/01/17 07/01/17 01/01/18 07/01/18 01/01/19 07/01/19 01/01/20 07/01/20 Principal interest* Total EXHIBIT A Page 2