Site and Facilities Lease 2003-00775763
RECORDING REQUESTED BY
FIRST AMERICAN TITLE q-�
National Commercial Services 2116 31 Doul
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RECORDING REQUESTED BY: ) '7 � i wE a w
City of Poway } OFFICIAL FECUInVn
} SAN DIEGO COUNTY' RECORDER"" OF`T-
WHEN RECORDED MAIL TO: ,1, SI ITI-- UU��T�' ' Ci3-- :.
Stradling Yocca Carlson & Rauth ) FEES:
660 Newport Center Drive, Suite 1600 ) OC NH
Newport Beach, California 92660 ) jj I IIII II``jjIIII IIIIII II j J !! !II
Attention: Denise E. Hering, Esq. } II��IIIIIIIIIIIII«���ii�iiii����lri�I! Illll I!I � lIII I��!
S / 2003-4077576
4 [Space above for Recorder's use.]
This document is recorded for the benefit of the Cit
y
of Poway, and recording is fee exempt under
§27383 of the Government Code.
DOCSOCN9 E 8694v4122468.0019
SITE AND FACILITIES LEASE
by and between
CITY OF POWAY
and
POWAY PUBLIC FINANCING AUTHORITY
Dated as of January 1, 2003
Relating to
$17,655,000
CITY OF POWAY
2003 CERTIFICATES OF PARTICIPATION
(CITY OFFICE BUILDING PROJECT)
==
21638
SITE AND FACILITIES LEASE
This Site and Facilities Lease is dated as of January 1, 2003, by and between the CITY OF
POWAY (the "City"), a municipal corporation duly organized and existing under the laws of the
State of California, as lessor hereunder, and the POWAY PUBLIC FINANCING AUTHORITY, a
joint powers authority formed pursuant to the laws of the State of California (the "State") duly
organized and existing under the laws of the State (the "Authority"), as lessee hereunder.
WITNESSETH:
WHEREAS, the City may lease (as lessor) for a term not exceeding 40 years, any real
property and buildings, used by the City, as permitted by the California Government Code;
WIHEREAS, the City has entered into this Site and Facilities Lease (the "Site Lease") with
the Authority, without an option to purchase, dated the date hereof, wherein the City has leased the
real property (the "Site") and facilities located thereon described in Exhibit A hereto (collectively,
the "Property") to the Authority, as lessee hereunder;
WHEREAS, the City intends to lease back the Property, with the City Office Building
Project to be constructed thereon (the "Project") pursuant to the terms of a Lease Agreement, dated
the date hereof, between the Authority and the City (the "Lease"); and
WHEREAS, the City and the Authority intend to enter into a Trust Agreement, dated the date
hereof (the "Trust Agreement"), with U.S. Bank, N.A. (the "Trustee") to provide for the execution
and delivery of Certificates of Participation, Series 2003 (the "Certificates") representing, in part,
proportionate interests in Lease Payments and Prepayments made by the City thereunder;
NOW, THEREFORE, it is hereby mutually agreed as follows:
Section I. Definitions. Unless the context otherwise requires, capitalized terms herein
shall have the meanings specified in the Trust Agreement.
Section 2. The Property. The City hereby leases to the Authority and the Authority
hereby leases from the City, on the terms and conditions hereinafter set forth, the Property described
in Exhibit A hereto.
Section 3. Term. The term of this Site Lease shall commence as of the date hereof and
shall remain in effect until the expiration of the term of the Lease, as defined in the Lease and which
terminates as provided therein,rop vided, however, that if Lease Payments or Additional Payments
(as defined therein) due under the Lease remain unpaid at the expiration of the Lease term, then this
Site Lease shall not terminate until the earlier of (i) August 15, 2043 or (ii) the date on which the
Certificates and Additional Payments have been paid in full, unless such term is sooner terminated as
hereinafter provided.
Section 4. Rental. The Authority, and any assignee or successor in interest of the
Authority under this Site Lease, shall pay annually to the City as and for rental hereunder, the sum of
One Dollar ($1.00), commencing on the date hereof, and continuing to and including the date of
termination of this Site Lease.
QOCSOCI918494 v4122469.0018
27 639
Section 5. Purpose. The Authority shall use the Property solely for the purpose of
leasing back the Property to the City or others pursuant to the Lease and for such purposes as may be
incidental thereto; provided, that in the event of default by the City under Lease or termination
pursuant thereto, the Authority may exercise the remedies of repossession of the Property, as
provided in the Lease.
Section 6. Interest in Property. The City warrants and covenants that it has sufficient
interest in the Property to lease it hereunder. In the event of a title defect in the Property that impairs
the right to use and occupy the Property, the City covenants that it either will (i) exercise its
condemnation powers to the extent permitted by law to obtain the necessary rights in the Property to
cure such defect and limitation of the right to use and occupancy, or (ii) substitute property of at least
fair rental value for the portion of the Property of which the right to use and occupancy is affected.
Section 7. Assignment and Subleases. The City acknowledges and affirms the
assignment by the Authority of its rights under this Site Lease to the Trustee, under the terms of the
Assignment Agreement, dated as of the date hereof, between the Authority and the Trustee, for the
benefit of the Owners of the Certificates. This Site Lease may also be assigned and the Property
subleased, as a whole or in part, by the Authority without necessity of obtaining the consent of the
City, if any event of default occurs under the Lease.
Section 8. Termination. Upon the termination of this Site Lease, the Authority agrees to
quit and surrender the Property in the same good order and condition as the same was in at the time
of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any
permanent improvements and structures existing upon the Property, including without limitation the
Project, at the time of the termination of this Site Lease shall remain thereon and title thereto shall
vest in the City.
Upon prepayment by the City of all Lease Payments and Additional Payments due during the
term of the Lease, as provided in Section 10.2 or 10.3 of the Lease, the term of this Site Lease shall
terminate as provided herein.
Upon payment by the City of all Lease Payments and Additional Payments due during the
term of the Lease, as provided for in Article N thereof, the term of this Site Lease shall terminate
subject to Section 3 hereof.
Section 9. Quiet Enjoyment. At all times during the term of this Lease the Authority
shall peaceably and quietly have, hold and enjoy all of the Property.
Section 10. Default. In the event that the Authority shall be in default in the performance
of any obligation on its part to be performed under the terms of this Site Lease, which default
continues for 30 days following written notice to and demand for correction thereof, the City, with
the consent of the Trustee and the Insurer, may exercise any and all remedies granted by law which
do not adversely affect the interests of the Owners of the Certificates;rop vided that the City may not
terminate this Site Lease and shall exercise only remedies providing for specific performance
hereunder; and provided further, that so long as any of the Certificates are Outstanding and unpaid in
accordance with the terms thereof, the Lease Payments assigned by the Authority to the Trustee
under the Trust Agreement shall continue to be paid to the Trustee.
2
t)OCSOC1918694v4122468 -0018
21640
Section 11, Taxes. Subject to the provisions of Section 7.7(b) of the Lease, the City
covenants and agrees to pay any and all assessments of any kind or character and also all taxes,
including possessory interest taxes, levied or assessed upon the Property.
Section 12. Eminent Domain. In the event that the whole or any part of the Property is
taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby
determined to be the amount of unpaid Lease Payments or Additional Payments due the Authority
under the Lease.
Section 13. Partial Invalid. If any one or more of the terms, provisions, covenants or
conditions of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable
for any reason whatsoever by a final finding, decree or order of a court of competent jurisdiction,
none of the remaining terms, provisions, covenants and conditions of this Site Lease shall be affected
thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent
permitted by law.
Section 14. Applicable Law. This Site Lease shall be governed by and construed in
accordance with the laws of the State of California.
Section 15. Representatives. Whenever under the provisions of this Site Lease the
approval of the Authority or the City is required, or the Authority or the City is required to take some
action at the request of the other, such approval or such request shall be given for the Authority by
the Authorized Representative of the City and for the City by the Authorized Representative of the
Authority, and any party hereto shall be authorized to rely upon any such approval or request.
Section 16. Captions. The captions or headings in this Site Lease are for convenience
only and in no way define, limit or describe the scope or intent of any provision or Section of this
Site Lease.
Section 17. Execution in Counterparts. This Site Lease may be executed in any number
of counterparts, each of which shall be deemed to be an original, and which together shall constitute
but one and the same instrument.
Section 18. Amendment. This Site Lease may be amended in writing as may be mutually
agreed by the City and the Authority with the prior written consent of the Insurer; provided, however,
that if Certificates have been executed and delivered no such amendment which materially adversely
affects the rights of the Owners of the Certificates shall be effective unless it shall have been
consented to by the Trustee and the Owners of a majority in aggregate principal amount of the
Certificates then Outstanding.
Section 19. Compliance with Law Regulations, Etc. The City has, after due inquiry, no
knowledge and has not given or received any written notice indicating that the Property or the past or
present use thereof or any practice, procedure or policy employed by it in the conduct of its business
materially violates any applicable law, regulation, code, order, rule, judgment or consent agreement,
including, without limitation, those relating to zoning, building, use and occupancy, fire safety,
health, sanitation, air pollution, ecological matters, environmental protection, hazardous or toxic
materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or
restrictive covenants or other agreements affecting title to the Property.
3
DOCSOC1918694v4122468.001 S
21641
Section 20. Warranties of the City as to the Pro ert . The City covenants and warrants to
the Authority:
(a) That except for Permitted Encumbrances, the Property is not subject to any
dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien
or encumbrance which would prohibit or materially interfere for the financing as
contemplated by the Lease;
(b) That all taxes, assessments, or impositions of any kind with respect to the
Property, except current taxes, have been paid in full;
(c) That the Property is necessary to the City in order for the City to perform its
governmental functions; and
(d) That the Property is properly zoned for its intended purposes.
DOCS 0C19 ] 8694 v4122468.0018
2164-2
IN WITNESS WHEREOF, the parties have caused this Site Lease to be executed by their
duly authorized officers as of the date and year first above written.
CITY OF POWAY
By:
Its: Mayor
ATTEST:
City ' lerk
POWAY PUBLIC FINANCING AUTHORITY
By:
Its:
ATTEST:
Sec etary
S-1
DOCS009186944122468.0018
Chairperson
21643
State of California )
ss.
County of San Diego }
On January _, 2003, before me, _�� i Z a F �_o r7
(name, titleof o ficele.g..*Jane Doe, Notary Public "1
personally appeared c
(name(s) ofsigner-(s))
personally known to me, OR,
proved to me on the basis of satisfactory evidence to be the person(sj whose names)
is/are subscribed to the within instrument and acknowledged to me that he/sht4they-executed the
same in hisficifdteir authorized capacityhrs-, and that by his/hertthvir-stgnature(s) on the instrument
the person(o, or the entity upon behalf of which person(s)-acted, executed
ELIZABETH F. DEAN
Witness my hand and official seal. commission # 1256279 ,
i -�; Notary Public - California
' ll ,� San Diego County
sig116,1•e f no J My Corrin. moires Apr 7, 2044
Capacity claimed by signer: (T7713 -S cut M17-0 34119*ky�*M*
❑ Individual
Corporate Officer(s):
❑ Partncr(s):
❑ Gen 1 ❑ Limited
❑ Att ey-in-fact
❑ Trustee
❑ Guardian/C ervator
❑ Other:
Signer is representing:
Attention Notary: A
prevent fraudulent attachment
THIS CERTIFICATE ---
MUST BEAT HED
TO THE UMENT
DESCRIBED AT RIGHT:
DOCSOC1918694v4122468.0018
(namerson(s) or entity(ies))
,lgh�t e info tion requested below is OPTIONAL, it could
is certificate to unauthorized document.
Title or Type of Doc
Number of Pages Date o current
Signer(s) Other than Named Above
27644
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the Poway
Public Financing Authority (the "Authority"), a political subdivision of the State of California, is
hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the
Authority, pursuant to authority conferred by resolution of said Board adopted on October 8, 2002,
and the grantee consents to recordation thereof by its duly authorized officer.
Dated: January 21, 2003 POWAY PUBLIC FINANCING AUTHORITY
By:
Its: Chairperson
ROCS00918694412 2468.0018
,21645
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
REAL PROPERTY IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A:
THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO UNITED STATES GOVERNMENT SURVEY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER, THENCE ALONG THE SOUTHERLY LINE THEREOF NORTH 89
DEGREES 09' 25" WEST, A DISTANCE OF 400.17 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID SOUTHERLY LINE
NORTH 89 DEGREES 09' 25" WEST, 269.10 FEET TO THE WESTERLY LINE OF THE EAST
HALF OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; THENCE
ALONG SAID LINE NORTH 01 DEGREES 38' 15" EAST, 684.01 FEET (RECORD 58394
FEET) TO THE NORTHERLY LINE OF THAT EASEMENT FOR COUNTY HIGHWAY
GRANTED TO THE COUNTY OF SAN DIEGO PER DOCUMENT RECORDED MAY 11, 1972
AT FILE/PAGE 119095 OF OFFICIAL RECORDS; THENCE ALONG SAID NORTHERLY LINE
SOUTH 89 DEGREES 09' 25" EAST, 334.36 FEET; THENCE LEAVING SAID NORTHERLY
LINE SOUTH 00 DEGREES 50'35" WEST, 277.61 FEET; THENCE SOUTH 45 DEGREES
40'19" WEST, 35.88 FEET; THENCE NORTH 44 DEGREES 19' 41" WEST, 34.09 FEET;
THENCE SOUTH 44 DEGREES 19' 41" EAST, 165.30 FEET; THENCE SOUTH 64 DEGREES
29' 52" WEST, 56.57 FEET TO THE WESTERLY LINE OF THE EASTERLY 400.00 FEET OF
SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; THENCE ALONG SAID
WESTERLY LINE SOUTH 01 DEGREES 54' 40" WEST, 200.00 FEET TO THE TRUE POINT
OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS PARCEL A IN BOUNDARY ADJUSTMENT
CERTIFICATE OF COMPLIANCE BOUNDARY ADJUSTMENT NO. 02-09 (BA 02-09)
RECORDED ON OCTOBER 22, 2002 AS FILE NO. 2002-0921971 OF OFFICIAL RECORDS OF
SAID SAN DIEGO COUNTY,
APN: 317-474-07-00; 317-474-08-00; 317-474-09-00
PARCEL B :
THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO UNITED STATES GOVERNMENT SURVEY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER, THENCE ALONG THE SOUTHERLY LINE THEREOF NORTH 89
A-1
DOCS OC1918694v4122468.0018
27646
DEGREES 09' 25" WEST, A DISTANCE OF 669.17 FEET TO THE WESTERLY LINE OF THE
EAST HALF OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; THENCE
ALONG SAID LINE NORTH 01 DEGREE 38' 15" EAST, 684.01 FEET (RECORD 683.94 FEET)
TO THE NORTHERLY LINE OF THAT EASEMENT FOR COUNTY HIGHWAY GRANTED
TO THE COUNTY OF SAN DIEGO PER DOCUMENT RECORDED MAY 11, 1972 AT
FILE/PAGE 119095 OF OFFICIAL RECORDS; THENCE ALONG SAID NORTHERLY LINE
SOUTH 89 DEGREES 09' 25" EAST, 334.36 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING EASTERLY ALONG SAID NORTHERLY LINE SOUTH 89 DEGREES
09' 25" EAST, 86.14 FEET; THENCE LEAVING SAID NORTHERLY LINE SOUTH 00
DEGREES 50' 35" WEST, 23492 FEET; THENCE SOUTH 44 DEGREES 19' 41" EAST, 162.12
FEET; THENCE SOUTH 64 DEGREES 29' 52" WEST, 247.10 FEET, SAID POINT BEING
NORTH 64 DEGREES 29' 52" EAST, 56.57 FEET FROM A POINT ON THE WESTERLY LINE
OF THE EASTERLY 400.00 FEET OF SAID NORTREAST QUARTER OF THE SOUTHWEST
QUARTER; THENCE NORTH 44 DEGREES 19' 41" WEST, 165.30 FEET; THENCE NORTH 00
DEGREES 01' 16" EAST, 34.09 FEET; THENCE NORTH 45 DEGREES 40'19" EAST, 83.17
FEET; THENCE SOUTH 44 DEGREES 19' 41" EAST, 76.30 FEET; THENCE NORTH 45
DEGREES 40' 19" EAST, 35.88 FEET; THENCE NORTH 00 DEGREES 50' 35" EAST, 277.61
FEET TO THE TRUE POINT OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS PARCEL B IN BOUNDARY ADJUSTMENT
CERTIFICATE OF COMPLIANCE BOUNDARY ADJUSTMENT NO. 02-09 (BA 02-09)
RECORDED ON OCTOBER 22, 2002 AS FILE NO. 2002-0921971 OF OFFICIAL RECORDS OF
SAN DIEGO COUNTY.
APN: 317-474-07-00; 317-474-08-00 AND 317-474-09-00
A-2
DOCSOD918694v4122468.0018