84R-337 RESOLUTION NO. 84R -337
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
CONDITIONALLY CONSENTING TO THE ASSIGNMENT OF CERTAIN CONTRACTS
RELATING TO THE ANAHEIM HILTON HOTEL AND ENCLOSED PARKING
FACILITIES
WHEREAS, the City of Anaheim (the "City "), as lessor, and C -D
III, a California general partnership ( "C -D III) as lessee, are
parties to a "Lease Agreement" dated July 13, 1982 (the "Lease ")
with respect to certain real property more particularly described
in the Lease, and
WHEREAS, the City, as seller, and C -D III, as purchaser, are
parties to an "Installment Sale Agreement" dated August 1, 1982
(the "Sale Agreement ") with respect to certain parking facilities
more particularly described in the Sale Agreement; and
WHEREAS, certain or all of the City's rights (the "Assigned
Rights ") pursuant to the Sale Agreement were assigned by the City
to Imperial Municipal Services Group,Inc. ( "IMSG ") pursuant to
the terms and conditions of a "Lease- Purchase Agreement" dated
August 1, 1982 which such Assigned Rights were then assigned by
IMSG to Bank of America, N.T. & S.A. as trustee ( "Bank of
America ") pursuant to the terms and conditions of an "Assignment
Agreement Relating to Parking Facilities" dated August 1, 1982;
and
WHEREAS, City and C -D III entered into a "Development Agreement"
dated July 13, 1982 (the "Development Agreement ") and an
"Implementation Agreement" dated August 1, 1982 (the
"Implementation Agreement "); and
WHEREAS, C -D III desires to assign (the "Assignment ") all of its
right, title and interest in and to the Lease, the Sale
Agreement, the Development Agreement and the Implementation
Agreement to the Anaheim Hotel Partnership, a Texas general
partnership (the "Partnership ") and seeks, to the extent
authorized and required, the City's consent thereto; and
WHEREAS, the Partnership is composed of two general partners, Sun
Cal Investments No. 2, Ltd., a Texas limited partnership, and
Capital Consolidated Properties 84 -A, a California limited
partnership.
NOW, BE IT THEREFORE RESOLVED THAT, subject to the prior fulfill-
ment of the conditions precedent and the other terms and
conditions set forth below the City does hereby consent to the
assignment by C -D III to the Partnership of all of C -D III's
right, title and interest in and to the Lease, the Sale
Agreement, the Development Agreement and the Implementation
Agreement; and
BE IT FURTHER RESOLVED THAT, the consent shall not be effective
unless and until each of the following conditions precedent have
been fulfilled:
a. Each and all of the acts of default under the Lease,
the Sale Agreement and the Development Agreement
described in the City's letters of May 18, 1984 and
July 5, 1984 and Buchalter, Nemer, Fields, Chrystie &
Younger's letter of July 24, 1984 to C -D III, except
for the "First, Second, Third and Fourth Events of
Default" set forth in the letter dated May 18, 1984,
shall be cured and C -D III shall not otherwise be in
default nor shall there exist any circumstance or event
which with the passage of time or the giving of notice
or both would become an event of default pursuant to
the terms and conditions of the Lease, the Sale Agree-
ment, the Development Agreement and the Implementation
Agreement, or any of such agreements, as of the date on
which all of the conditions precedent have been
fulfilled; and,
b. C -D III acknowledges and agrees by its execution of
the form of Consent in the place provided that neither
the Assignment nor the Consent shall have the effect of
releasing C -D III from any obligation of C -D III
pursuant to the Lease, the Sale Agreement, the Develop-
ment Agreement and the Implementation Agreement; and
c. The Partnership agrees by its execution of the form of
Consent in the place provided to reimburse the City and
the Bank of America for their legal fees incurred in
connection with C -D Ill's default under the Lease, the
Development Agreement and the Sale Agreement and the
investigation leading to and the grant of the Consent,
which such legal fees shall be not more than
Forty -Five Thousand Dollars ($45,000) in the aggregate;
and,
d. The Partnership agrees in writing with the City, in
form and substance acceptable to the City and its legal
counsel, to amend the Lease in the following manner:
(i) Section 3.02 of the Lease shall be amended to add
a new Section 3.02.5 entitled Form of Payment
which shall read as follows: "All rentals payable
hereunder shall be paid in the form of a Federal
Funds check or wire or other 'same day' funds
acceptable to City."
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(ii) Section 3.11 of the Lease shall be amended by the
deletion starting at line 11 of page 19 thereof of
the clause "provided that Lessee may self insure
against such risk subject to the consent of City,
which consent shall not be unreasonably with-
held."; and
e. The Partnership agrees in writing with the City and the
Bank of America, in form and substance acceptable to
the City and the Bank of America and their respective
legal counsel, to amend the Sale Agreement in the
following manner:
(i) Section 304 of the Sale Agreement shall be amended
by the addition at the end thereof of the
following sentence: "The other provisions of this
Agreement to the contrary notwithstanding, all
Purchase Payments shall be made in the form of a
Federal Funds check or wire or other 'same day'
funds acceptable to City."
(ii) Section 426 of the Sale Agreement shall be amended
by the deletion starting at line 2 of page 14
thereof of the phrase "fifty percent (50 %) of ";
and,
f. The Bank of America shall: consent to C -D III's assign-
ment of all of its right, title and interest in and to
the Sale Agreement to the Partnership; consent to the
amendments to the Sale Agreement set forth in
subsection (e) above; and agree to waive the breach, if
any, of Section 417 of the Sale Agreement occurring by
reason of C -0 III's assignment of all of its right,
title and interest in and to the Sale Agreement to the
Partnership; and,
g. Security Pacific National Bank, Hilton Hotels Corpo-
ration and CD -III shall acknowledge and consent, by
their respective execution of the form of Consent in
the place provided, to the City's grant of its consent
to the Assignment and the acts of C -D III, the Partner-
ship, the City and the Bank of America set forth in
subsections (b) , (c) , (d) , (e) and (f) above; and
h. C -D III, the Partnership, Security Pacific National
Bank and Hilton Hotels Corporation acknowledge and
agree by their respective execution of the form of
Consent in the place provided that the City by
executing the Consent shall not be deemed to have
waived in any manner whatsoever any claims, rights or
legal remedies it may have with respect to the Lease,
Sale Agreement, the Development Agreement and the
Implementation Agreement.
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing Resolution No. 84R -337 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 28th day of August, 1984, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Kaywood, Bay, Overholt, Pickier and Roth
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 84R -337 on the 28th day of August, 1984.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 28th day of August, 1984.
C TY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing is the original of Resolution No. 84R -337 duly passed and
adopted by the Anaheim City Council on August 28, 1984.
4ot/A
CITY CLERK