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RES-2020-119 RESOLUTION NO. 2 0 2 0-1 1 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE RELEASE OF A PORTION OF THE LEASED PREMISES LEASED UNDER A 1997 SITE AND FACILITY LEASE AND A 1997 LEASE AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL SITE AND FACILITY LEASE AND A SECOND SUPPLEMENTAL LEASE AGREEMENT IN CONNECTION THEREWITH 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 (capitalized undefined terms used herein have the meanings ascribed thereto in the Lease Agreement); 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 shall satisfy all of the following requirements which are declared to be conditions precedent to such release: (i) The City shall file with the Authority, the Municipal Bond Insurer, The Walt Disney Company and the Trustee an amended Exhibit A to the Site Lease which describes the Site Lease Site,as revised by such release; 4158-0074-0389.2 (ii) The City shall file with the Authority, the Municipal Bond Insurer, The Walt Disney Company and the Trustee an amended Exhibit B to the Site Lease which describes the Site Lease Facility,as revised by such release; (iii) The City shall file with the Authority, the Municipal Bond Insurer, The Walt Disney Company and the Trustee an amended Exhibit A to the Lease Agreement which describes the Site, as revised by such release; (iv) The City shall file with the Authority, the Municipal Bond Insurer, The Walt Disney Company and the Trustee an amended Exhibit B to the Lease Agreement which describes the Facility, as revised by such release; (v) The City delivers to the Trustee, the Municipal Bond Insurer, The Walt Disney Company and the Authority evidence that the Site and/or the Facility, as revised by such release, is of a value at least equal to the value of the Site and/or Facility as of the Closing Date; (vi) The City shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 of the Lease Agreement which describes the Site and the Facility, as revised by such release; and (vii) The City shall obtain the prior written consent of the Municipal Bond Insurer and The Walt Disney Company and notice of such consent shall be given to any rating agency then rating the Bonds; 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 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 desires, subject to the satisfaction of 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, to release from the First Supplemented Site Lease and the First Supplemented Lease Agreement the portion of the Site described in Exhibit A attached hereto (the "Released Parcel"); 2 4158-0074-0389.2 WHEREAS, the City desires, subject to the satisfaction of 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, to release from the First Supplemented Site Lease and the First Supplemented Lease Agreement the portion of the Facility described in Exhibit B attached hereto (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 WHEREAS, the City Council of the City (the "City Council") desires to authorize the release of the Released Parcel and the Released Facility from the First Supplemented Site Lease and the First Supplemented Lease Agreement, the execution and delivery of the Second Supplemental Site Lease and the Second 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 City Council of the City of Anaheim does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct, and the City Council so finds and determines. Section 2. The release of the Released Parcel and the Released Facility from the First Supplemented Site Lease and the First Supplemented Lease Agreement is hereby approved. The officers and employees of the City are, and each of them is, hereby authorized and directed, for 3 4158-0074-0389.2 and in the name of the City to do any and all things that they or any of them deem necessary or advisable in order to cause the Released Parcel and the Released Facility to be released from the First Supplemented Site Lease and the First Supplemented Lease Agreement. Section 3. 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 Mayor of the City, and such other members of the City Council as the Mayor may designate, the City Manager of the City, the Finance Director of the City, the Deputy Finance Director of the City and such other officers of the City as the City Manager 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 City, 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 4. 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 City, 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 5. The Authorized Officers and the officers and employees of the City are, and each of them is, hereby authorized and directed, for and in the name of the City 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. Section 6. All actions heretofore taken by the officers and employees of the City with respect to the release of the Released Parcel and the Released Facility from the First Supplemented Site Lease and the First Supplemented Lease Agreement, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. 4 4158-0074-0389.2 Section 7. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Anaheim at a regular meeting of the City Council on September 29, 2020, by the following vote: AYES: Mayor Sidhu and Council Members Faessel, Brandman, Kring, and O ' Neil NOES: Council Members Barnes and Moreno ABSENT: None ABSTAIN: None i 1 1 I Ma lir ATTEST: C Clerk 5 4158-0074-0389.2 EXHIBIT A DESCRIPTION OF RELEASED PARCEL STADIUM LEGAL DESCRIPTION THAT PORTION OF LOTS 3 AND 4 OF TRACT NO. 71 IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 10, PAGE 22 OP MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF LOT 7 OF THE TRAVIS TRACT AS SHOWN ON THE MAP RECORDED IN BOOK 5, PAGE 120 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF STATE COLLEGE BOULEVARD, OF VARIABLE WIDTH, WITH THE CENTERLINE OF ORANGEWOOD AVENUE, OF VARIABLE WIDTH, AS SHOWN ON THE MAP FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDER OF ORANGE COUNTY; THENCE NORTH 0° 08' 00" WEST 667.79 FEET ALONG SAID CENTERLINE OF STATE COLLEGE BOULEVARD TO A POINT ON THE WESTERLY PROLONGATION OF THAT CERTAIN COURSE SHOWN AS "EAST 861.87' " FOR A PORTION OF THE SOUTHERLY LINE OF THE PARCEL OF LAND SHOWN ON SAID MAP FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEYS; THENCE WEST 53.00 FEET ALONG SAID PROLONGATION TO A LINE PARALLEL WITH AND WESTERLY 53.00 FEET FROM SAID • CENTERLINE OF STATE COLLEGE BOULEVARD; THENCE NORTH 0° 08' 00" WEST 1417.80 FEET ALONG SAID PARALLEL LINE TO THE WESTERLY PROLONGATION OF THE SOUTHERLY LINE OF PARCEL B AS SHOWN ON THE MAP FILED IN BOOK 22, PAGE 32 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY; THENCE SOUTH 89° 59' 15" EAST 801.00 FEET ALONG SAID PROLONGATION, SAID SOUTHERLY LINE AND THE EASTERLY PROLONGATION THEREOF TO AN ANGLE POINT IN THE WESTERLY LINE OF SAID PARCEL OF LAND SHOWN ON THE MAP FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEYS; THENCE NORTH 0° 08' 00" WEST 595.16 FEET ALONG SAID WESTERLY LINE AND THE NORTHERLY PROLONGATION THEREOF TO A POINT ON THE CENTERLINE OF KATELLA AVENUE, OF VARIABLE WIDTH, AS SHOWN ON SAID MAP FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEYS, SAID CENTERLINE BEING A NON-TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1000.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 19° 21' 32" EAST; THENCE ALONG SAID CENTERLINE, THE FOLLOWING COURSES: NORTHEASTERLY 379.56 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21° 44' 49" AND NORTH 48° 53' 39" EAST 219.33 FEET TO THE SOUTHWESTERLY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY, 100.00 FEET IN WIDTH; THENCE SOUTH 70° 52' 09" EAST 1663 FEET, MORE OR LESS, ALONG SAID SOUTHWESTERLY LINE TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF THE ORANGE FREEWAY (ROUTE 57) , SAID SOUTHWESTERLY RIGHT OF WAY LINE BEING A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 4000.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 68° 46' 16" WEST; THENCE ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE, THE FOLLOWING COURSES: SOUTHEASTERLY 250.49 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGEL OF 3° 35' 1'1", SOUTH 24° 49' 01" EAST 59.93 FEET, SOUTH 59° 28' 21" WEST 87.39 FEET, SOUTH 23° 38' 18" EAST 148.12 FEET, SOUTH 28° 17' 00" EAST 588.15 FEET AND SOUTH 22° 26' 57" EAST 73.60 FEET TO THE WESTERLY LINE OF THE SANTA ANA RIVER CHANNEL AS DESCRIBED IN THE DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT RECORDED MAY 1, 1961 IN BOOK 5707, PAGE 151 OF SAID OFFICIAL RECORDS; THENCE SOUTH 17° 59' 44" WEST 1231.01 FEET ALONG SAID WESTERLY LINE TO THE BOUNDARY OF THE CITY OF ANAHEIM AS ESTABLISHED BY THE KATELLA ANNEXATION; THENCE SOUTH 22° 00' 00" WEST 481.37 FEET ALONG SAID BOUNDARY TO THE SOUTHERLY LINE OF ORANGEWOOD AVENUE, 90.00 FEET IN WIDTH, AS DESCRIBED IN RESOLUTION NO. 78R-174 OF THE CITY COUNCIL OF THE CITY OF ANAHEIM RECORDED APRIL 11, 1978 IN BOOK 12630, PAGE 1296 OF SAID OFFICIAL RECORDS; THENCE LEAVING SAID BOUNDARY ALONG SAID SOUTHERLY LINE, THE FOLLOWING COURSES: SOUTH 89° 56' 08" WEST 65.04 FEET A-1 4158-0074-0389.2 STADIUM LEGAL DESCRIPTION TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1245.00 FEET, WESTERLY 419.11. FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 17' 1.6" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 1155.00 FEET, WESTERLY 387.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 13' 24" AND WEST 514.23 FEET TO THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE SHOWN AS "NORTH 00° 08' 00" WEST 522.79' " FOR A PORTION OF SAID WESTERLY LINE OF THE PARCEL OF LAND SHOWN ON THE MAP FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEYS; THENCE ALONG SAID PROLONGATION, AND SAID WESTERLY LINE NORTH 0° 08' 00" WEST 712.79 FEET; THENCE LEAVING SAID WESTERLY LINE NORTH 21° 04' 59" EAST 316.83 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTE 1° 43' 11" WEST 633.72 FEET; THENCE NORTH 26° 49' 58" EAST 498.97 FEET; THENCE NORTH 89° 27' 26" EAST 607.56 FEET; THENCE SOUTH 43° 06' 17" EAST 450.61 FEET; THENCE , SOUTH 4° 19' 12" EAST 505.86 FEET; THENCE SOUTH 64° 41' 58" WEST 564.37 FEET; THENCE SOUTH 89° 08' 01" WEST 649.61 FEET TO THE TRUE POINT OF BEGINNING. 1 I i 1 e 1 1 1 1 1 1 i 1 4 I A-2 4158-0074-0389.2 EXHIBIT B DESCRIPTION OF RELEASED FACILITY Description of the Stadium The Stadium consists of a 70,500 seat athletic stadium and supportive facilities, and includes a license to use 12,500 parking spaces, On completion of the renovations provided for in the Team Sublease, the Stadium shall consist of an approximately 45,000 seat baseball- only facility, in addition to supportive facilities. B-1 4158-0074-0389.2 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2020-119 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 29th day of September, 2020 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Faessel, Brandman, Kring, and O'Neil NOES: Council Members Barnes and Moreno ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand this 1St day of October, 2020. CITY CLER OF THE CITY OF ANAHEIM (SEAL)