Loading...
RES-2018-026RESOLUTION NO. 2018-026 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 FIRST SUPPLEMENTAL SITE AND FACILITY LEASE AND A FIRST 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") and certain improvements on or to be constructed on the Site (the "Facility" and, together with the Site, the "Leased Premises") 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 Leased Premises to the City (capitalized undefined terms used herein have the meanings ascribed thereto in the Lease Agreement); 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, as revised by such release; (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 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; 4164-7550-5935.3 (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 3.05 of the First Supplemental Indenture of Trust, dated as of June 1, 2007 (the "First Supplemental Indenture"), by and between the Authority and The Bank of New York Trust Company, N.A., as successor trustee, provides that (a) any amendment or supplement to any principal financing document shall be subject to the prior written consent of the Bond Insurer (as defined in the First Supplemental Indenture), and (b) any rating agency rating the Series 2007 Bonds (as defined in the First Supplemental Indenture) must receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption; 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 3.05 of the First Supplemental Indenture, to release from the Site Lease and the Lease Agreement the portion of the Site described in Exhibit A attached hereto (the "Released Parcel"); 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 3.05 of the First Supplemental Indenture, to release from the Site Lease and the 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 Site Lease, there has been prepared a First Supplemental Site and Facility Lease by and between the City and the Authority, which modifies the description of the Site in the Site Lease so as to exclude therefrom the description of the Released Parcel and which modifies the description of the Facility in the Site Lease so as to exclude therefrom the Released Facility (such First 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 "First Supplemental Site Lease"); 2 4164-7550-5935.3 WHEREAS, in order to evidence the release of the Released Parcel and the Released Facility from the Lease Agreement, there has been prepared a First Supplemental Lease Agreement by and between the Authority and the City, which modifies the description of the Site in the Lease Agreement so as to exclude therefrom the description of the Released Parcel and which modifies the description of the Facility in the Lease Agreement so as to exclude therefrom the Released Facility (such First 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 "First Supplemental Lease Agreement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the First Supplemental Site Lease; and (b) the First 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 Site Lease and the Lease Agreement, the execution and delivery of the First Supplemental Site Lease and the First 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 Site Lease and the Lease Agreement is hereby approved. 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 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 Site Lease and the Lease Agreement. Section 3. The First 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 Site Lease, deliver the First 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 First Supplemental Site Lease by such Authorized Officer. 3 4164-7550-5935.3 Section 4. The First 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 Lease Agreement, deliver the First 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 First 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 Site Lease and the Lease Agreement, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 7. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Anaheim on March 27, 2018, by the following roll call: AYES: Mayor Tait and Council Members Moreno, Murray, Vanderbilt, Barnes, Kring and Faessel NOES: None ABSENT: None ABSTAIN: None 9::: � 4 /Z' Mayor of the City of Anaheim ATTEST: CArfmg City Clerk of ity of Anaheim 4 4164-7550-5935.3 EXHIBIT A DESCRIPTION OF RELEASED PARCEL All that real property in the City of Anaheim, County of Orange, State of California, being that portion of the Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27, Township 4 South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, as per map recorded in Book 51, Page 10 of Miscellaneous Maps, in the office of the County Recorder of said County, except therefrom the North 30 feet thereof, described as follows: The North 53 feet thereof, and Beginning at the northwest corner of said Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27; thence along the centerline of Katella Avenue as shown on Parcel Map No. 2013-153 filed in Book 382, Pages 41 through 47, inclusive, of Parcel Maps South 89°11'53" East 250.93 feet; thence South 00°48'07" West 105.28 feet; thence South 20°53'58" West 30.30 feet; thence South 23°17'27" West 412.97 feet; thence North 89054'30" West 76.17 feet to the west line of said Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27; thence along said west line North 00°05'30" East 516.29 feet to the point of beginning. A-1 4164-7550-5935.3 EXHIBIT B DESCRIPTION OF RELEASED FACILITY Any and all improvements located on all that real property in the City of Anaheim, County of Orange, State of California, being that portion of the Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27, Township 4 South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, as per map recorded in Book 51, Page 10 of Miscellaneous Maps, in the office of the County Recorder of said County, except therefrom the North 30 feet thereof, described as follows: The North 53 feet thereof; and Beginning at the northwest corner of said Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27; thence along the centerline of Katella Avenue as shown on Parcel Map No. 2013-153 filed in Book 382, Pages 41 through 47, inclusive, of Parcel Maps South 89°11'53" East 250.93 feet; thence South 00048'07" West 105.28 feet; thence South 20053'58" West 30.30 feet; thence South 23°17'27" West 412.97 feet; thence North 89°54'30" West 76.17 feet to the west line of said Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 27; thence along said west line North 00°05'30" East 516.29 feet to the point of beginning. 4164-7550-5935.3 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2018-026 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 27thday of March. 2018 by the following vote of the members thereof: AYES: Mayor Tait and Council Members Moreno, Murray, Vanderbilt, Barnes, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March. 2018. ACTING CITY CLERK OF THE CITY OF ANAHEIM (SEAL)