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97-200RESOLUTION NO.97R -200 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A CERTAIN "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" AND RELATED DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the City of Anaheim (the "City is the fee simple owner of an approximately forty (40) acre site located within the City, adjacent to Anaheim Stadium, commonly referred to as "Sportstown WHEREAS, Environmental Impact Report No. 320 "EIR has been certified, and Area Development Plan No. 120 (the "ADP has been approved by previous action of this City Council, each describing uses which may include a stadium for professional football, office buildings, hotel and exhibition facilities, and retail, dining and entertainment facilities. WHEREAS, in order to promote the development of the Sportstown site for some or all of such uses, the City, in cooperation with the Anaheim Redevelopment Agency solicited qualifications from certain developers pursuant to a Request for Qualifications (the "RFQ with a deadline date of October 11, 1996. The RFQ set forth the City's vision for the Sportstown Site, and its goal of completing a first class destination project at Sportstown. Among others, Forest City Development California (referred to as "Forest City responded to the RFQ and, this Council approved a Negotiating Agreement entered into February 11, 1997 between Forest City and the City, with respect to preliminary review and consideration of a development plan for the Sportstown Site. WHEREAS, the City and the Anaheim Angels L.P., a California limited partnership (formerly known as California Angels L.P.) are parties to that certain "Amended and Restated Lease Agreement" (referred to as the "Stadium Lease dated as of May 15, 1996, relating to Anaheim Stadium and adjacent parking facilities. WHEREAS, Ogden Entertainment, Inc., a Delaware corporation (referred to as "Ogden desires to construct on a one -and one quarter acre of the Sportstown site (referred to as the "Property at its expense, an approximately 38,500 square foot themed, audience participation dinner theater -type entertainment attraction and related facilities and site work, to be open to the public and operated by Ogden, to be known as "Tinseltown 33478.4F 67097/75923 10/10/97 -1- WHEREAS, use of the Property for restaurant and entertainment purposes is permitted by the ADP and the EIR, and uniquely compatible with the uses identified in the RFQ as an element of the Sportstown project. WHEREAS, the City and Ogden propose to enter into an agreement for the sale of the Property on the terms and conditions presented to this Council, for a total value (including the net value of site work) of $1 million, as set forth in the Transaction Documents (set forth below) presented to this Council, and an associated parking license arrangement with corresponding revenues, the value of which equals or exceeds the fair market value of the Property and such associated rights. WHEREAS, Forest City has agreed to release the Property from the terms and conditions of the Negotiating Agreement, and the City desires to so release the Property as described in the form of "Consent Agreement" presented to this Council, to be entered into between the City and Forest City. WHEREAS, the City desires to establish at the Sportstown site covenants and restrictions to facilitate the development of the Sportstown site and to comply with the City's covenants under the Stadium Lease. WHEREAS, there has been presented to this Council the following, each to be entered into between the City and the Corporation (collectively, the °Transaction Documents 1. Purchase and Sale Agreement and Joint Escrow Instructions 2. Grant Deed 3. Declarations of Covenants, Conditions and Restrictions and Grant of Easements 4. Parking License Agreement 5. Consent Agreement NOW, THEREFORE, BE IT RESOLVED Section 1. The form, terms and provisions of each of the Transaction Documents in substantially the form presented at this meeting are hereby approved, and the City Manager (or his designee), acting alone, is hereby authorized and directed to execute each of the Transaction Documents with such nonsubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved 33478.4F 67097/75923 10/10/97 -2- by counsel to the Council, such approval to be conclusively evidenced by the execution thereof. Section 2. This Council finds and determines that the sale of the Property is in the best interests of the City. Section 3. All actions taken by the City Manager or his designee with respect to the transaction described in the Transaction Documents is hereby approved, confirmed and ratified, and the City Manager (or his designee) is hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates or other documents which he or they, or counsel to the Council deem necessary or advisable to consummate the transactions described in the Transaction Documents and otherwise effectuate the purpose of this Resolution. om Daly ATTEST: Its: Mayor 33478.4F Passed, approved and adopted this 28thday of October, 1997. CITY OF ANAHEIM eJv�c� -tw Leonora Sohl City Clerk -3- By: 67097/75923 10/10/97 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. 97R -200 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 28th day of October, 1997, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: McCracken, Zemel, Lopez, Daly NOES: MAYOR /COUNCIL MEMBERS: None ABSENT: MAYOR /COUNCIL MEMBERS: None ABSTAINED: MAYOR /COUNCIL MEMBERS: Tait AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 97R -200 on the 28th day of October, 1997. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 28th day of October, 1997. (SEAL) CITY CLERK OF THE CITY OF ANAHEIM I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 97R -200 was duly passed and adopted by the City Council of the City of Anaheim on October 28th, 1997. CITY CLERK OF THE CITY OF ANAHEIM