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93-237! 1009-76 IHHW:BDQ:thc 11/29/93 CITY OF ANAHEIM RESOLUTION NO. 93R- 23? RESOLUTION AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO SITE LEASE AND A FIRST AMENDMENT TO LEASE AGREEMENT IN CONNECTION WITH THE 1993 ARENA LAND REFINANCING PROJECT RESOLVED, by the City Council of the City of Anaheim, California (the "City"), as follows: WHEREAS, the City and the Anaheim Public Improvement Corporation (the "Corporation") have heretofore entered into the Site Lease, dated as of November 1, 1993 (the "Site Lease"), pursuant to which the City leased certain real property, described in Exhibit A thereto (the "Site "), to the Corporation .and the Corporation leased the Site from the City; WHEREAS, the Corporation and the City have heretofore entered into the Lease Agreement, dated as of November 1, 1993 (the "Lease Agreement"), pursuant to which the Corporation leased the Site to the City and the City leased the Site from the Corporation; WHEREAS, the Corporation and Bank of America National Trust and Savings Association (the "Trustee ") have heretofore entered into the Assignment Agreement, dated as of November 1, 1993, pursuant to which the Corporation assigned to the Trustee its right to receive lease payments made by the City under the Lease Agreement (the "Lease Payments "); WHEREAS, the City, the Corporation and the Trustee have heretofore entered into the Trust Agreement, dated as of November 1, 1993 (the "Trust Agreement '% pursuant to which, among other things, the Trustee executed and delivered certificates of participation representing direct, undivided fractional interests in the Lease Payments (the "Certificates "); WHEREAS, the City has determined that the description of the Site, as set forth in the Site Lease and the Lease Agreement is incorrect; WHEREAS, the City'deems it necessary and desirable that the Site Lease and the Lease Agreement be amended to provide for a revised description of the Site acurately reflecting the description intended to be included therein; WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the Lease Agreement, in accordance with the provisions of Article X of the Trust Agreement; WHEREAS, Section 10.01 of the Trust Agreement provides that the Lease Agreement and the rights and obligations provided thereby may be modified or amended at any time without the consent of the owners of the Certificates, inter alia, to cure, correct or supplement any ambiguous or defective provision contained therein and which shall not, in the opinion of nationally recognized bend counsel, adversely affect the interests of the owners of the Certificates; and WHEREAS, the City and the Corporation have received the opinion of special legal counsel that amendment of the Site Lease and the Lease Agreement, to provide for a revised description of the Site, as described above, will not adversely affect the interests of the owners of the Certificates; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section L A first amendment to the Site Lease, in the form attached hereto as Exhibit A, be and the same is hereby approved, and the Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute said amendment, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 2. A first amendment to the Lease Agreement, in the form attached hereto as Exhibit B, be and the same is hereby approved, and the Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute said amendment, with such changel, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 3. The Mayor, the City Manager, th~ 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. Section 4. This Resolution shall take effect upon its adoption by the City Council. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 14th day of December, 1993. by the following vote: MAYOR OF THE CITY OF/~AHEIM Attest: CITY CLERK OF THE CITY OF -2- 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. 93R-237 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 14th day of December, 1993, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Feldhaus, Simpson, Pickler, Hunter, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim ~igned said Resolution No. 93R-237 on the 15th day of December, 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 15th day of December, 1993. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify ~at the foregoing is the original of Resolution No. 93R-237 was duly passed and adopted by the City Council of the City of Anaheim on December 14, 1993. CITY CLERK OF THE CITY OF ANAHEIM iEXI~,IBIT Jk EXHIltFI~ B [FORM OF AlVlrI~'D~ 'liars TO BE ATTACHED] 11009-76 1/IHW:BDQ:rhc 11129193 AFTER RECORDATION PLEASE RETURN TO: Jones Hall Hill & White, A Professional Law Corporation Four Embaxcadero Center, 19th Floor San Francisco, California 94111 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUAbrr TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS . EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO LEASE AGREEMENT Dated as of December 1, 1993 by and between the ANAHEIM PUBLIC IMPROVEMENT CORPORATION and the CITY OF ANAHEIM, CALIFORNIA Amending that certain Lease Agreement dated ns of November 1, 1993, by and between the Anaheim Public hnprovement Corporation and the City ~f Anaheim, California FIRST AMENDMENT TO LE^SE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of Decemb. er 1, 1993, by and between the ANAHEiM PUBLIC IMPROVEMENT CORPORATION, a nonprofit, public benefit corporation organized and existing under the laws of the State of California, as lessor (the "Corporation"), and the CITY OF ANAHEIM, CALLFORNIA, a municipal corporation and general law city organized and existing under the laws of the State of California, as lessee (the "City"), amending that certain Lease Agreement, dated 'as of November 1, 1993, by and between the Corporation and the City, and recorded in the Official Records of Orange County, California, on November 9, 1993, as Instrument No ........ (the "Lease Agreement"); WITNES SETH: WHEREAS, the City and the Corporation have heretofore entered into the Site Lease pursuant tO which the City leased certain real property, described in Exhibit A thereto (the "Site "), to the Corporation and the Corporation leased the Site ~rom the City; WHEREAS, the Corporation m~d ~the City have heretofore entered into the Lease Agreement, dated as of November 1, 1993 (the "Lease Agreement"), pursuant to which the Corporation leased the Site to the City and the City leased the Site from the Corporation; WHEREAS, the Corporation and Bank of America National Trust and Savings Association (the "Trustee ") have heretofore entered into the Assigurnent Agreement, dated as of November 1, 1993, pursuant to which the Corporation assignled to the Trustee its right to receive lease payments made by the City under the Lease Agreemeut (the "Lease Payments "); WHEREAS, the City, the Corporation and the Trustee have heretofore entered into the Trust Agreement, dated as of Novembel 1, 1993 (the "Trust Agreement "), pursuant to which, among other things, the Trustee executed and delivered certificates of participation representing direct, undivided fractional interests in the Lease Payments (the "Certificates "); WHEREAS, 'the City has determined that the description of the Site, as set forth in the Site Lease and the Lease Agreement is incorrect; WHEREAS, the City deems it necessury and desirable that the Site Lease and the Lease Agreement be amended to provide for a revised description of the Site acurately reflecting the description intended to be included therein; WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the Lease A~eement, in accordance with the provisions of Article X of the Trust Agreement; WHEREAS, Section 10.01 of the Trust Agreement provides that the Lease Agreement and the rights and obligations provided therehy may be modified or amended at any time without the consent of the owners of the Certificates, inter alia, to cure, correct or supplement any ambiguous or defective provision contained there~n and which shall not, in the opinion of nationally recognized bond counsel, adversely affect the interests of the owners of the Certificates; and WHEREAS, the City and the Corporation have received the opinion of special legal counsel that amendment of the Site Lease and the Lease Agreement, to provide for a revised description of the Site, as described ahove, will not adversely affect the interests of the owners ol' the Certificates; NOW, THEREFORE, in considecation of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. Amendment of [MJ.,e~se Agreeing. Exhibit B to the Lease ~greement is hereby amended to read as follows: -2- SECTION 2. Execution in Cour~[c.rg.vxla. '~t.s First Amendinent to Lease Agreement may be executed in several counterpaints, each of which shall be an original and all of which shall constitute but one end the same instmntent. SECTION 3. Applicable Law~. Tlfis First Amendment to Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Co.q~omtion has caused this First Amendment to Lease Agreement to be executed in its corpontte name by its duly authorized officers; and the City has caused this First Amendment to Lea~e Ai~nv. emeut to be executed and attested in its name by its duly authorized officers, as of the date hereinabove stated. ANAHEIM PUBLIC IMPROVEMENT CORPORATION By: Finance Officer Attest: Secretary CITY OF ANAFIEIM, CALIFORNIA By: Finance Director Attest: City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this day of _, in the year 1993, before me, the undersigned notary public, personally appeared George P. F~rrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactor./evidence), to be the' persons whose names are subscribed to the within instrument as Finance Officer and Secretary, respectively, of the ANAHEIM PUBLIC IMPROVEMENT CORPORATION, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the penohs ac~ed, executexl the instrument. WITNESS my hand and official seal. (Notadal Seal) Sig~mlur~ of Noha~ Public Tyl~l ar Printed Name NOTARY PUBLIC FOR THE STATE OF CALWORNIA My Commission Expires: -5- STATE OF CALIFORNIA ) ) S$. COUNTY OF ORANGE ) On this day of __, in the year 1993, before me, the undersigned notary public, personally appeared George P. Ferrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactory evidence), to be the persons who~ names are subscribed to the within instrument as Finance Director and City Clerk, respectively, of the CITY OF ANAHEIM, CALIFORNIA, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon ' behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. (Notarlal Seal) Signam~ of Nota~ Public Typed er Printed Name NOTARY PUBLIC FOR THE STATE OF C,kLIFORNIA My Commission Expires: 11009-76 HGDV:BDQ:rhc 1 U29/93 AI--I IxR RECORDATION PLEASE ~ PO: Jones Hall Hill & White, A Proregional Law Co~oratioo Four Embarcadero Center, 19th Floor San Francisco, CA 94111 Attention: Brian D. Quint, Esq. THIS TRANSAuItON IS EXEMI~T FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIa. REVEN~UE AND TAXATION CODE. THIS DOCUMENT IS' EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST 32,dE NDMENT TO SITE LEASE Dated as of December 1, 1993 by and between the CITY OF ANAHEIM, CALIFORNIA and the ANAHEIM PUBLIC IMPROVEMENT CORPORATION Amending that certain Site Lease dated as of November 1, 1993 by and between the City of Anaheim, California and ~he Anaheim Pu blic Improvement Corporation FIRST AMENDMENT TO SITE LEASE THIS FIRST AMENDIVflENT TO SITE LEASE, dated as of December 1, 1993, by and between the CITY OF ANAHEIM, CAL'[FORNIA, a municipal corporation and general law city organized and existing under the laws of the State of California, as lessor (the "City "), and the ANAHEIM PUBLIC IMPROVEMENT CORPORATION, a nonprofit, public benefit corporation organized and existing under the laws oI' the State of California, as lessee (the "Corporation "), amending that certain Site Lease, dated as of November 1, 1993, by and between the City and the Corporation, and recorded in the Official Records of Orange County, California, on November 9, 1993, as Instrument No. 93-. . (the "Site Lease "); WI TNES SETH: -- WHEREAS, the City and the Corporation have heretofore entered into the Site Lease pursuant to which the City leased certain real property, described in Exhibit A thereto (the "Site "), to the Corporation and the Corporation leased the Site fi'om the City; WHEREAS, the Corporation. and the City have heretofore entered into the Lease Agreement, dated as of November 1. 1993 (the "Lease Agreement"), pursuant to which the Corporation leased the Site to the City and the City leased the Site from the Corporation; WHEREAS, the Corporation and Bank of America National Trust and Savings Association (the "Trustee ") have heretofore entered into the Assignment Agreement, dated as of November 1, 1993, pursuant to which the Corporation assigned to the Trustee its right to receive lease pa.yments made by the City under the Lease Agreement (the "Lease Payments "); WHEREAS, the City, the Corporation and the Trustee have heretofore entered into the Trust Agreement, dated as of November l, 1993 (the "Trust Agreement "), pursuant to which, among other things, the Trustee executed and delivered certificates of participation representing direct, undivided fractional interests in the I_ease Payments (the "Certificates "); WHEREAS, the City has determined that the description of the Site, as set forth in the Site Lease and the Lease Agreement is incorrect; WHEREAS, the City deems it necessary and desirable that the Site Lease and the Lease Agreement be amended to provide for a revised description of the Site acuralely reflecting the description intended to be included therei~t; WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the Lease Agreement. in accordance with the provisions of Article X of the Trust Agreement; WHEREAS. Section 10.01 of the Trust Agreement provides that the Lease Agreement and the rights and obligations provided thereby may be modified or amended at any time without the consent of the owners of the Certificates, inter alia, to cure, correct or supplement any ambiguous or detective provision contained therein and which shall not, in the opinion of nationally recognized bond counsel, adversely aft~c~ tile interests of the owners of the Certificates; and WHEREAS, the City and the Corporation have received the opinion of special legal counsel that amendment of the Site Lease and the Lease Agreement, to provide for a revised description of the Site, as described above, will not adversely affect the interests of the owners of the Certificates; NOW, THEREFORE, in considerati,o,n of the above premises and of the mutual covenants hereinafter contained and for other good and vaiuable consideration, the parties hereto agree as follows: SECTION 1. Amendment of the; 'S. iI.¢_L~ar~. Exhibit A to the Site Lease is hereby amended to read as follows: -2- SECTION 2. Execution in ~9_ttllk~rgarla. Th~s Fi~t Amendment to Site Lease may be executed in several counterparts, each of wltich shall be an original and all of which shall constitute but one and the same instrument. SECTION 3. Applicable I.~a~.. This First Amendment to Site Lease shall be governed by and construed in accordance with the laws of the State of California: IN WITNESS WHEREOF, the CiB, has caused this First Amendment to Site Lease to be executed and attested in its name by its d~ly authorized officers and the Corporation has caused this F'trst Amendment to Site Lease to be executed in its corporate name by its duly authorized officers, as of the date hereinabove stated. CITY OF ANAHEIM, CALIFORNIA By: Finance Director Attest: City Clerk , ANAHEIM PUBLIC IMPROVEMENT ~,' CORPORATION By: Finance Officer Attest: Secretary STATE OF CALIFORNIA ) ) S$. COUNTY OF ORANGE ) On this day of _, in the year 1993, before me, the undersigned notary public, personally appeared George P. Fe~¥one and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactory evidence), to be the persons whose names are subscribed to the within instrument as Finance Dh'ector and City Clerk, respectively, of the CITY OF ANAHEIM, CALIFORNIA, and acknowledged ~r> .me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executol the hastmment. WITNESS my .hand and officqal seal. T~p~'~ o~ Pd~d Name ~OTARY I::~rBLIC FOR THE STATE OF CALIFORNIA My Commission Expires: STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this day of _, in the year 1993. before me, the undersigned notary public, personally appeared George P. Fen:one and Leonora N. $okl, personally known to me (or proved to me on the basis of satisfactory evidence), to be th~ persons whose names am subscribed to the within instrument as F'mance Officer and Secretary, respectively, of the ANAHEIM PUBLIC IMPROVEMENT CORPORATION, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrmnent the persons, or the entry'upon behalf of which the persons acted, executed the iasm~rnent. WITNESS my hand and official seal. (Notadal $ig~amn: of Notary Public NOTARY ]:qJBLIC FOR THE STATE OF CALIFORNIA My Conunission Expires: