Lease Agreement 1995-0296860DIC 4 1995-0296860
12 -JUL -1995 03 - 52 FT1
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
GREGORY SMITH, COUNTY RECORDER
FEES: 0.00
This document is recorded for the benefit of the City of Poway, and the recording is fee - exempt
under Section 27383 of the Government Code.
LEASE AGREEMENT
by and between
CITY OF POWAY,
as Lessee
and
POWAY REDEVELOPMENT AGENCY,
as Lessor
Dated as of July 1, 1995
Relating to
$9,315,000
1995 REFUNDING CERTIFICATES OF PARTICIPATION
(1986 CAPITAL IMPROVEMENT PROJECTS)
OAR 14_1_781-c�D
136
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
STRADLING, YOCCA, CARLSON & RAUTH )
660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attention: Denise E. Hering, Esq. )
DIC 4 1995-0296860
12 -JUL -1995 03 - 52 FT1
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
GREGORY SMITH, COUNTY RECORDER
FEES: 0.00
This document is recorded for the benefit of the City of Poway, and the recording is fee - exempt
under Section 27383 of the Government Code.
LEASE AGREEMENT
by and between
CITY OF POWAY,
as Lessee
and
POWAY REDEVELOPMENT AGENCY,
as Lessor
Dated as of July 1, 1995
Relating to
$9,315,000
1995 REFUNDING CERTIFICATES OF PARTICIPATION
(1986 CAPITAL IMPROVEMENT PROJECTS)
v
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Y,
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TABLE OF CONTENTS.
ARTICLE I
DEFINITIONS AND EXHIBITS
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137
Page
SECTION 1.1 Definitions and Rules of Construction ................... 2
SECTION 1.2 Exhibits ....... ............................... 3
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1 Representations, Covenants and Warranties of the City .........
SECTION 2.2 Representations, Covenants and Warranties of the Agency .......
ARTICLE III
ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT
SECTION 3.1
Deposit of Certificate Proceeds .......................
SECTION 3.2
Possession•of Site; Acquisition, Construction. and Improvement
of the Project ...................................
SECTION 3.3
Compliance with Law .............................
SECTION 3.4
Payment of Costs ................................
SECTION 3.5
Completion Date; Certification ........................
SECTION 3.6
Substitution and Release ............................
SECTION 3.7
Further Assurances and Corrective Instruments .............
ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE; LEASE PAYMENTS
SECTION 4.1
SECTION 4.2
SECTION 4.3
SECTION 4.4
SECTION 4.5
SECTION, 4.6
SECTION 4.7
SECTION 4.8
SECTION 4.9
SECTION 4.10
SECTION 4.11
SECTION 4.12
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Lease......... ...............................
Term........ ...............................
Extension of Lease Term ...........................
Lease Payments .................................
No Withholding ................................
Fair Rental Value ...............................
Budget and Appropriation ..........................
Assignment of Lease Payments ......................
Use and Possession ..............................
Abatement of Lease Payments and Additional Payments .......
Additional Payments .............................
Net - Net -Net Lease ..............................
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ARTICLE V
INSURANCE
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SECTION 5.1
Public Liability and Property Damage ..................
13
SECTION 5.2
Worker's Compensation ...........................
13
SECTION 5.3
Hazard Insurance ...............................
14
SECTION 5.4
Rental Interruption Insurance ....I ....................
14
SECTION 5.5
Title.Insurance . ...............................
15
SECTION 5.6
General insurance Provisions ........................
15
SECTION 5.7
Cooperation ... ...............................
16
ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS
SECTION 6.1 Application of Net Proceeds ........................
SECTION 7.1
SECTION 7.2
SECTION 7.3
SECTION 7.4
SECTION 7.5
SECTION 7.6
SECTION 7.7
SECTION 7.8
SECTION 7.9
SECTION 7.10
SECTION 7.11
ARTICLE VII
COVENANTS WITH RESPECT TO THE SITE
Use of the Site ................................
Leasehold Interest in the Site ........................
Option`to Prepay Lease Payments .....................
Quiet Enjoyment ...............................
Installation of City's Personal Property .................
Access to the Site ...............................
Maintenance, Utilities, Taxes and Assessments .............
Modification of the Site ...........................
Liens.......................................
Agency's Disclaimer of Warranties ....................
City's Right to Enforce Warranties of Manufacturers, Vendors or
Contractors ...................................
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
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SECTION 8.1 Assignment by the Agency ......................... 21
SECTION 8.2 Assignment and Subleasing by the City ................. 21
SECTION 8.3 Amendments and Modifications ...................... 21
eusL:27190 411381 82345.62
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SECTION 9.1
SECTION 9.2
SECTION. 9.3
SECTION 9.4
SECTION 9.5
SECTION 9.6
SECTION 9.7
SECTION 10.1
SECTION 10.2
SECTION 10.3
SECTION 10.4
SECTION 10.5
SECTION 10.6
lull
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Defaults and Remedies ............................ 22
Waiver...... ............................... 25
No Remedy Exclusive ............................ 25
Agreement to Pay Attorneys Fees and Expenses ............ 25
No Additional Waiver Implied by One Waiver ............. 25
Application of the Proceeds Following Default ............. 25
Trustee and Certificate Owners to Exercise. Rights ........... 26
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
Security, Deposit ............................... 26
Extraordinary Prepayment From Net Proceeds ............. 26
Optional Prepayment ............................. 26
Sinking Fund Redemption .......................... 27
Credit for Amounts on Deposit ...................... 27
Effect of Prepayment ............................. 27
ARTICLE XI
BOND INSURER TERMS
SECTION 11.1 Third,Party Beneficiary ........................... 27
SECTION- 11.2 City Payment: Requirement ......................... 27
SECTION 11.3 Information ... ............................... 28
ARTICLE XII
MISCELLANEOUS
SECTION 12.1 Notices .....................................
SECTION 12.2 Binding Effect .................................
SECTION 12.3 Severability ..................................
SECTION 12.4 Execution in Counterparts ..........................
SECTION 12.5 Applicable. Law ................................
SECTION 12.6 Captions ....................................
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Exhibit A - Description-of the Site ............................. A -1
Exhibit B - Schedule of Lease Payments ......................... B -1
Exhibit C - Lease Supplement C -1
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LEASE AGREEMENT
THIS LEASE AGREEMENT, dated as of July 1, 1995, is entered into by and between
the.POWAY REDEVELOPMENT AGENCY, a political subdivision.of the State of California
(the "State ") duly organized and existing under the laws of the State of California, as lessor (the
"Agency "), and the CITY OF 'POWAY, a municipal corporation of the State duly organized and
existing under and by virtue of the Constitution and laws of the State of California, as lessee (the
"City,.);
W/TNESSETH:
WHEREAS, pursuant.to the Government Code of the State of California, the City may
enter into leases and agreements relating to real property to be used by the City;
WHEREAS, the Agency and City desire to enter into this Lease Agreement (the "Lease ")
and authorize the execution and delivery of certificates of participation, described below,
evidencing proportionate interests in certain rights of the Agency under this Lease, including the
right to receive lease payments to be made by the City hereunder, in order to advance refund the
outstanding portion of those certain outstanding $10,000,000 1986 Certificates of Participation,
the proceeds of which were used to finance the acquisition and construction of certain public
improvements (the "Prior Certificates "); and
WHEREAS, the City has entered into a Site Lease of even date herewith (the "Site
Lease') with the Agency under which the Agency has agreed to lease from the City the Site,
which is described in Exhibit A hereto, and which Site Lease contains other terms and conditions
as the governing board of the City deems to be in the best interest of the City; and
WHEREAS, in consideration of the lease payments to be paid by the City to the Agency
hereunder, the Agency will lease back the Site to the City pursuant to Section 4.1 hereof; and
WHEREAS, the Agency is authorized pursuant to the laws of the State of California to
provide financial assistance to the City by acquiring, constructing and.financing various public
facilities, land and equipment and the leasing of facilities, land and equipment for the use, benefit
and enjoyment of the public;
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the parties hereto agree as
follows:
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ARTICLE I
DEFINITIONS AND EXIIIBITS
SECTION 1.1 Definitions and Rules of Construction. Unless the context otherwise
requires, the capitalized terms used:herein shall, for all purposes of this Lease, have the
meanings. specified in the Trust Agreement; and the additional terms defined in this Section shall,
for all purposes of this Lease, have the meanings herein specified. Unless the context otherwise
indicates, words importing the singular number shall include the plural number and vice versa.
The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms, as used in
this Lease, refer to this Lease >as a whole.
"Additional Certificates" means any certificates of participation executed and delivered by
the Trustee pursuant to Section 317 of the Trust Agreement subsequent to the Delivery Date for
the Certificates, which are secured on a parity with the Certificates.
"Certificates" means the $9,315,000 1995 Refunding Certificates of Participation (1986
Capital Improvement Projects), executed and delivered by the Trustee pursuant to the Trust
Agreement.
"Completion Certificate" means a certificate of the City filed with the Trustee and signed
by the City Representative, as prescribed by Section 3.5 hereof.
"Component" means any portion of the Site designated in Exhibit A hereto as a
Component, as such Exhibit A may be amended from time to time in accordance herewith.
"Hazardous Substances" means any substance, waste; pollutants, or contaminants now or
hereafter included in such (or anysimilar) term under any federal, state or local code, statute,
regulation or ordinance now in effect or hereafter enacted or amended.
"Independent Counsel" means an attorney duly admitted to the practice of law before the
highest court of the State and who is not an employee or officer of the Agency, the Trustee or
the City.
"Insurer" or "Bond Insurer" means Financial Security Assurance Inc. and any successor
thereto.
"Lease means this,Lease Agreement, by and between the City and the Agency, as
amended and supplemented from time to time.
"Lease Supplement" means one or more amendments to this Lease executed substantially
in the form attached as Exhibit C hereto.
"Permitted Encumbrances" means as of any particular time: (1) liens for general ad
valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to
Section 7.7 hereof, permit to remain unpaid; (2) the Assignment Agreement, as it may be
amended from time to time; (3) this Lease, as it may be amended from time to time; (4) the Site
Lease, as it may be amended from time to time; (5) any right or claim of any mechanic, laborer,
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materialman, supplier or vendor filed or perfected in the manner prescribed by law after the
Delivery Date for the Certificates which is being contested by the City in accordance with
Section 7.8(b) hereof; (6) easements, rights of way, mineral: rights, drilling rights and other
rights, reservations, covenants,, conditions or restrictions which exist of record as of the Delivery
Date for the Certificates and which the City certifies in writing on the Delivery Date for the
Certificates will not materially impair the use of the Site for its intended purposes; and
(7) easements, rights of way, mineral rights, drilling rights and other rights, reservations,
covenants, conditions or restrictions established following the Delivery Date for the Certificates,
or existing on any real property substituted for the Site, to which the Agency, the Insurer and the
City consent in writing and which the City certifies will not materially impair the use of the Site,
or real property substituted for the Site, as the case may be for its intended purposes.
"Project" means any capital improvements specified by the City from time to time to be
constructed with the proceeds of any Additional Certificates.
"Site" means the real, property described from time to time in Exhibit A hereto, as such
Exhibit A may be amended and supplemented from time to time in accordance with the
provisions of this.Lease, and all buildings and improvements located thereon, but excluding only
in Parcel A thereof the City's potable water storage clearwell measuring 508' in length and 270'
in width with a total storage capacity of 10 million gallons located on the western end of
Parcel A, and an easement for access to the clearwell from Lake Poway Road for maintenance of
the clearwell, and an easemenr:for water line connection from the City of Poway Water
Treatment Plant to the clearwell.
"Site Lease" means the Site Lease, dated as of the date hereof, by and between the City,
as lessor, and the Agency, as lessee, as amended and supplemented from time to time, and any
duly authorized and executed amendments thereto.
"Term" means the term of this Lease as established by Section 4.2 hereof.
"Trust Agreement" means the Trust Agreement, dated as of the date hereof, by and
among Bank of America National Trust and Savings Association, as trustee, the City and the
Agency, as amended and supplemented from time to time.
SECTION 1.2 Exhibits. The following Exhibits are attached to, and by reference
made a part of; this Lease:
Exhibit A: Description of the Site
Exhibit B: Schedule of Lease Payments.
Exhibit C: Lease Supplement.
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ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1 Representations, Covenants and Warranties of the City. The City
represents, covenants and warrants to the Agency as follows:
(a) Due Organization and Existence. The City is a political subdivision of the
State, duly organized and validly existing.under and by virtue of the Constitution and laws of the
State, with the power and authority to own, lease and acquire real and personal property and
equipment.
(b) Authorization: Enforceability. The Constitution and laws of the State
authorize the City to enter into this Lease, the Site Lease, the Escrow Agreement and the Trust
Agreement and to enter into the transactions contemplated by and to carry out its obligations
under all of the aforesaid agreements, and the City has duly authorized and executed all of the
aforesaid agreements. This Lease, the Site Lease, the Escrow Agreement and the Trust
Agreement constitute the legal, valid and binding obligations of the City, enforceable in
accordance with their respective +terms, except to the extent limited.by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles affecting the rights
of creditors generally.
(c) No Conflicts or Default: No Liens or Encumbrances. Neither the
execution and delivery of this Lease, the Site Lease, the Escrow Agreement or the Trust
Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof,
nor the consummation of the transactions contemplated hereby'or thereby, conflicts with or
results in a breach of the terms, conditions or provisions of any restriction or any agreement or
instrument to which the City is now a party or by which the City .is bound, or constitutes a
default under any of the foregoing; or results in the creation or imposition of any lien, charge or
encumbrance whatsoever upon any of the property or assets of the City or upon the Site, except
for Permitted Encumbrances and the pledges and assignments contained in the Trust Agreement
and the Assignment Agreement.
(d) Execution and Delivery. The City has duly authorized and executed this
Lease, the Site Lease, the Escrow Agreement and the Trust Agreement in accordance with the
Constitution and taws of the State.
(e) Indemnification of the Agency and the Trustee. To the extent permitted by
law, the City covenants to defend, indemnify and hold harmless the Agency, the Insurer, the
Trustee and their respective, assigns, board members and employees (collectively, the
"Indemnified Party") against any and all losses, claims, damages or liabilities, joint or several,
including fees and'. expenses incurred in connection therewith, to which such Indemnified Party
may become subject under any statute or at law or in equity or otherwise in connection with the
transactions contemplated by this tease, and shall reimburse any such Indemnified Party for any
legal or other expenses incurred by it,in connection with investigating any claims against it and
defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of
the transactions contemplated by this Lease the Escrow Agreement, the Trust Agreement or the
Site Lease. In particular, without limitation, to the extent permitted by law, "the City shall and
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hereby agrees to indemnify and save the Indemnified Party harmless from and against all claims,
losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance,
condition or management of, or from any work or thing done on, the Site or the Project by the
City including, without limitation, as a result of the use, storage, presence, disposal or release of
any Hazardous Substances on or about the Site, (ii) any breach or default on the part of the City
in the performance of any of its obligations under this Lease, (iii) any act of negligence of the
City or of any of its agents, contractors, servants, employees or licensees with respect to the Site.
(iv) any act of negligence of any assignee or sublessee of the City with respect to the Site or the
Project, or (v) the completion of the Site or the Project or the authorization of payment of the
Costs by the City. No indemnification is made under this Section or elsewhere in this Lease for
claims, losses or damages, including legal fees and expenses arising out of the willful
misconduct, negligence, or breach of duty under this Lease by the Agency, its officers, board
members, agents, employees, successors or assigns.
(f) General Tax and Arbitrage Covenant. The City hereby covenants that,
notwithstanding any other provision of this Lease, it will make no use of the proceeds of the
Certificates or any Additional Certificates or of any other amounts, regardless of the source, or
of any property or take any action, or refrain from taking any action that may cause the
obligations of the City under this Lease to be "arbitrage bonds" within the meaning of
Section 148 of the Code, or under applicable Treasury Regulations promulgated thereunder or to
cause the Interest Component of the Lease Payments to become subject to State of California
personal income taxation.
In addition, the City covenants that it will not make any use of the proceeds of the
obligations provided herein or in the Trust Agreement or of any other funds of the City, or take
or omit to take any other action that would cause the obligations of the City under this Lease to
be "private activity bonds" within the meaning of Section 141 of the Code, or "federally
guaranteed" within the meaning of Section 149(b) of the Code. To that end, so long as necessary
to maintain the exclusion from gross income for federal income tax purposes of the Interest
Component of the Lease Payments, the City will comply with all requirements of such Sections
and all regulations thereunder and under Section 103 of the Code, to the extent that such
requirements are, at the time, applicable and in effect.
SECTION 2.2 Representations, Covenants and Warranties of the Agency. 'The
Agency represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence: Enforceability. The Agency is a
redevelopment agency duly organized, validly existing and in good standing under and by virtue
of the laws of the State, has the power to enter into this Lease, the Site Lease, the Assignment
Agreement and the Trust Agreement; is possessed of full power to own and hold real and
personal property, and to lease and sell the same; and has duly authorized the execution and
delivery of this Lease, the Site Lease, the Assignment Agreement and the Trust Agreement. This
Lease, the Site Lease, the Assignment Agreement and the Trust Agreement constitute the legal,
valid and binding obligations of the Agency, enforceable in accordance with their respective
terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles affecting the rights of creditors generally.
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(b) No Encumbrances. The Agency will not sell, assign, pledge or encumber
the Site Lease, this Lease, the Lease Payments, the Additional: Payments, or any other amounts
derived from the Site or from its other rights under this Lease or the Site Lease, except for
Permitted Encumbrances and except as expressly provided under the terms of this Lease, the Site
Lease, the Assignment Agreement and the Trust Agreement.
(c) No Conflicts or Defaults: No Liens or Encumbrances. Neither the
execution and delivery of this Lease, the Site Lease, the Assignment Agreement or the Trust
Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof,
nor the consummation of the transactions contemplated hereby or thereby, conflicts with or
results in a breach of the terms, conditions or provisions of the formation documents of the
Agency or any restriction or any agreement or instrument to which the Agency is now a party or
by which the Agency is bound, or constitutes a default under any of the foregoing, or results in
the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the
property or assets of the Agency or upon the Site, except for Permitted Encumbrances and except
by the pledges and assignments contained in the Trust Agreement and the Assignment
Agreement.
(d) Execution and Delivery. The Agency has duly authorized and executed
this Lease, the Site Lease, the Assignment Agreement and the Trust Agreement in accordance
with the Constitution and laws of the State.
(e) General Tax and Arbitrage Covenant. So long as no Event of Default has
occurred, the Agency covenants that, notwithstanding any other provision of this Lease, it will
make no use of the proceeds of the Certificates or any Additional Certificates or of any other
amounts or property, regardless of the source, or take any action or refrain from taking any
action that may cause the obligations of the City under this Lease to be "arbitrage bonds" subject
to federal income taxation by reason of Section 148 of the Code or to cause the Interest
Component of the Lease Payments to become subject to State of California personal income
taxation.
In addition, so long as no Event of Default has occurred, the Agency covenants
that it will not make any use of the proceeds of the obligations provided herein or in the Trust
Agreement or of any other funds of the City or take or omit to take any other action that would
cause such obligations to.be "private activity bonds" within the meaning of Section 141 of the
Code, or `'federally guaranteed" within the meaning of Section 149(b) of the Code. To that end,
so long as no Event of Default has occurred, so long as necessary to maintain the exclusion from
gross income for federal income tax purposes of the Interest Component of the Lease Payments,
the Agency will comply with all requirements of such Sections and all regulations of the United
States Department of the Treasury issued thereunder and under Section 103 of the Code, to the
extent that such requirements are, at the time, applicable and in effect.
(f) Maintenance of Existence. The Agency hereby covenants and agrees that
during the term hereof it will maintain its existence as a redevelopment agency, will not dissolve
or otherwise dispose of all or substantially all of its assets, if any, will not become a general or
limited partner in any partnership or a joint venturer in any joint venture and will not combine or
consolidate with or merge into any other entity or permit one or more other entities to consolidate
with or merge into it, unless such action (A) will not cause a merger of the City's leasehold
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estate in the Site and the successor thereto is a public agency which expressly agrees to assume
all rights and responsibilities of the Agency under the Site Lease, the Assignment Agreement, the
Trust Agreement and this Lease and (B) is consented to in writing by the Insurer.
ARTICLE III
ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT
SECTION 3.1 Deposit of Certificate Proceeds. On the Delivery Date for the
Certificates and on the Delivery Date for any Additional Certificates, the Agency agrees to pay
or cause to be paid to the Trustee as the rental due under the Site Lease the amount specified in
Section 4 thereof, which moneys shall be deposited with the Trustee as provided in Section 401
of the Trust Agreement, or in the case of Additional Certificates as provided in any Supplemental
Trust Agreement which relates to such Additional Certificates.
SECTION 3.2 Possession of Site; Acquisition, Construction and Improvement of
the Project. The City agrees to occupy and take possession of the Site on July 13, 1995. The
City further agrees to acquire, construct, deliver and install the Project, or to cause it to be
acquired, constructed, delivered and installed, with the proceeds of any Additional Certificates
paid to the City by the Agency pursuant to Section 3.1 above and the Agency shall have no
responsibility with respect thereto.
SECTION 3.3 Compliance with Law. The City shall comply with all applicable
provisions for bids and contracts prescribed by law with respect to the Project, including, without
limitation, Sections 20110 et seq. of the Public Contracts Code and Article 42 (commencing with
Section 20670) of Part 3 of Division 2 of the Public Contracts Code.
SECTION 3.4 Payment of Costs. Payment of the Costs shall be made from the
moneys deposited with the Trustee in the Project Fund as provided,in Section 3.1 hereof and
Section 402 of the Trust Agreement, which shall be disbursed from the Project Fund in
accordance and upon compliance with Section 402 of the Trust Agreement and the provisions of
any Supplemental Trust Agreement pursuant to which any Additional Certificates are executed
and delivered.
SECTION 3.5 Completion Date; Certification. Upon the completion of acquisition,
construction, delivery and installation of the portion of the Project to be financed with each issue
of Additional Certificates, the City shall deliver to the Trustee a Completion Certificate with
respect thereto. A separate Completion Certificate will be filed with respect to the portion of the
Project to be financed from each issue of Additional Certificates. On the date of filing a
Completion Certificate, all excess moneys remaining in the Acquisition and Construction Account
of the Project Fund for the =issue of Additional Certificates for which such Completion Certificate
is delivered shall be applied in accordance with the provisions of Section 402(e) of the Trust
Agreement.
SECTION 3.6 Substitution and Release. The City shall have the right from time to
time to add other real property and improvements (subject only to Permitted Encumbrances) or to
substitute other real property or improvements (subject only to Permitted Encumbrances) for all
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or a portion of the Site or to release a portion of the real property or improvements constituting
the Site, if it has provided the Trustee with a written Lease Supplement and has obtained and
provided to the Trustee each of the following:
(a) Written consent of the Insurer and of each municipal bond insurance
company that has insured an issue of Additional Certificates, if any;
(b) Written confirmation from each Rating Agency that has rated the
Certificates or an issue of Additional Certificates that its then existing rating with respect
to the Certificates or any Additional Certificates will not be reduced or withdrawn as a
result of such addition, substitution or release;
(c) A certificate from an independent and qualified MAI real estate appraiser
selected by the City setting.forth his or her findings that the Site as constituted following
such addition, substitution or release (i) has an annual fair rental value during the
remainder of the Term which is equal to or greater than the maximum annual Lease
Payments and Additional Payments (assuming that the annual Additional Payments due in
the future will equal the maximum annual Additional Payments prior to such addition,
substitution or release) required to be paid hereunder during any year of the remainder of
the Term, and (ii) has a useful life at least equal to the remaining Term hereof;
(d) Certificates of insurance applicable to the Site (at and after the addition,
substitution or release) which comply with the requirements of Article V hereof; and
(e) An opinion of Bond Counsel to the effect that such addition, substitution
or release will not adversely affect the exclusion from gross income for federal income
tax purposes and the exemption from State personal income taxation of the Interest
Component of the Lease Payments and that this Lease and the Site Lease, as amended,
remain legal, valid and binding obligations of the City.
In connection with a substitution or release, all interests of the Agency, and its assignee,
in the portion of the Site released shall terminate and the Agency and its assignee shall execute
and record with the County Recorder of the County of San Diego all documents deemed
necessary by the City to evidence such termination of interest. Upon receipt of the items
described in subparagraphs (a), (b), (c), (d) and (e) above, the Trustee -also shall execute a Lease
Supplement and, if necessary, a Supplemental Trust Agreement, and shall not impose on the City
any further conditions or prerequisites to the requested addition,, substitution or release. The City
shall cause the Lease Supplement to be recorded in the real property records of the City.
All costs and expenses incurred in connection with such addition, substitution or release
shall be borne by the City. No addition, substitution or release under this Section 3.6 shall be,
by itself, the basis for any reduction in or abatement of the Lease Payments due from the City
hereunder.
SECTION 3.7 Further Assurances and Corrective Instruments. The Agency and
the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such supplements hereto and such further instruments as
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may reasonably be required for correcting any inadequate or incorrect description of the Site
hereby leased or intended so to be or for carrying out the expressed. intention of this Lease.
ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE; LEASE PAYMENTS
SECTION 4.1 Lease. The Agency hereby subleases the Site to the City upon the
terms and conditions set forth herein.
The subleasing by the Agency to the City of the Site described in Exhibit A hereto shall
not effect or result in a merger of the City's leasehold estate pursuant to this Lease and its fee
estate as lessor under the Site Lease, and the Agency shall continue to have and hold a leasehold
estate in said Site pursuant to the: Site Lease throughout the term of the Site Lease. As to the
Site, this Lease shall be deemed and constitute a sublease.
SECTION 4.2 Term. The Term of this Lease shall commence on the Delivery Date
for the Certificates and shall end on August 1, 2011, unless extended pursuant to Section 4.3
hereof, or unless terminated prior thereto upon the earliest of any of the following events:
(a) Payment of All Lease Payments. The payment by the City of all Lease
Payments required under Section 4.4 hereof and all Additional Payments required under
Section 4.11 hereof and the occurrence of the first date upon which the Certificates are no longer
Outstanding under the Trust Agreement; or
(b) Prepayment. The optional prepayment of all Lease Payments in
accordance with Section 10.3 hereof and the payment of all Additional Payments due through
such prepayment date and the occurrence of the first date upon which the Certificates are no
longer Outstanding under the Trust Agreement.
SECTION 4.3 Extension of Lease Term. The Term of this Lease may be extended
up to August 1, 2021. If on the final maturity date of the Certificates or any Additional
Certificates all Interest Components and Principal Components represented thereby shall not be
fully paid, or if the Lease Payments or Additional Payments due hereunder shall have been
abated at any time as permitted by the terms hereof, then the Term shall be extended until all
Certificates, Additional Certificates and all other amounts payable hereunder or under the Trust
Agreement shall be fully paid, except that the Term shall in no event be extended beyond
August 1, 2021.
SECTION 4.4 Lease Payments.
(a) Time and Amount. Subject to the provisions of Section 4.10 (regarding
abatement in event of loss of use of any portion of the Site) and Article 10 hereof (regarding
prepayment of Lease Payments), the City hereby unconditionally and irrevocably agrees to pay to
the Agency, its successors and assigns, as annual rental for the right to the use and possession of
the Site, the Lease Payments (denominated into Interest Components and Principal Components)
and the Additional Payments. The Lease Payments are intended to be sufficient in both time and
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amount to pay when due the Principal Components and Interest Components represented by the
Certificates and any Additional Certificates, and are due and payable in arrears and in
immediately available funds on the fifteenth Business Day prior to each August 1 and February 1,
commencing February 1, 1996 (the "Lease Payment Date ") as set forth in Exhibit B hereto. In
the event that any Additional Certificates are executed and delivered pursuant to the Trust
Agreement, the City and the Trustee shall execute an amendment to Exhibit B to state the Lease
Payments due hereunder as a result of the execution and delivery of such Additional Certificates.
(b) Credits. Any amount held in the Lease Payment Fund or the Interest
Account of the Certificate Fund on the date any Lease Payment is made by the City (other than
amounts required for payment of past due Principal Components or Interest Components with
respect to any Certificates or Additional Certificates that have matured or been called for
redemption and have not been presented for payment or amounts which have been paid with
respect to a prior Lease Payment Date but not yet distributed to Owners) and available for
payment of Lease Payments shall be credited towards the Lease Payment then due and payable.
No payment need be made by the City on any Lease Payment Date if the amounts then held in
the Lease Payment Fund and the Interest Account of the Certificate Fund (other than those
amounts excluded under the prior sentence and amounts transferred from the Reserve Account
which causes the balance therein to be less than the Reserve Requirement) and available for
payment of Lease Payments are at least equal to the Lease Payment then required to be paid.
(c) Rate on Overdue Payments. In the event the City should fail to make any
Lease Payments required by this Section 4:4, or any portion of any such Lease Payment, the
Lease Payment or portion thereof in default shall continue as an obligation of the City until the
amount in default shall have been fully paid, and the City agrees to pay the same with interest
thereon, to the extent permitted by law, from the date such amount was originally payable at the
rate equal to the original interest.rate payable with respect to each Certificate or Additional
Certificate, as applicable, represented by such delinquent Lease Payment.
SECTION 4.5 No Withholding. Notwithstanding any dispute between the Agency
and the City, other than a dispute arising under Section 4.10 hereof as a result of which the City
has concluded that it may not legally pay the Lease Payments in dispute, the City shall make all
Lease Payments and Additional Payments when due and shall not withhold any Lease Payments
or Additional Payments pending the final resolution of such dispute.
SECTION 4.6 Fair Rental Value. The Lease Payments and the Additional Payments
(as defined in Section 4.11 hereof) shall be paid by the City in consideration of the right to the
use and possession of the Site during each such period for which said rental is to be paid. The
parties hereto have agreed and determined that such total rental to be paid hereunder does not
exceed the fair rental value of the Site during the Term of this Lease and that, while the Site is
being leased as a whole to the City, only nominal value is attributable to the portion of the Site
comprising the buildings and improvements (other than the Senior Center) located on the land
described in Item 9 of Exhibit A hereto (the "Excluded Improvements "). The parties hereto have
further agreed and determined that the Lease Payments and the Additional Payments do not
exceed the fair rental value of the Site without reference or consideration given to any portion of
the Excluded Improvements. In making such determination, consideration has been given to the
fair rental value of the Site (including but not limited to costs of maintenance, taxes and
insurance but excluding the fair rental value, if any, of the Excluded Improvements), the uses and
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purposes which may be, served by the Site and the essential public benefits therefrom which will
accrue to the City and the,general public.
SECTION 4.7 Budget and Appropriation. The City covenants to take such action
as may be necessary to include all Lease Payments and Additional Payments due hereunder as a
separate line item in each of its proposed annual budgets and its final adopted annual budgets
beginning with Fiscal Year 1995 -96 through the Term of this Lease-and to make the necessary
annual appropriations for such Lease Payments and Additional Payments. The City shall furnish
to the Trustee within 15 days following adoption of the final budget in each Fiscal Year a
certificate stating that the Lease Payments and Additional Payments were included in the final
budget as adopted.
To the extent that the amount of such payment becomes known after the adoption of the
annual budget, such amounts shall be included and maintained in,such budget'as amended. The
City covenants to take such action as is necessary to include such amounts in a supplemental
budget of the City. The covenants.on the part of the City herein contained shall be deemed to be
and shall be construed to be.ministerial duties imposed by law and it shall be the ministerial duty
of each and every public official of the City to take such action and do such things as are
required by law in the performance of the official duty of such officials to enable the City to
carry out and perform the covenants and agreements in this Lease agreed to be carried out and
performed by the City.
The obligation of the City to pay Lease Payments and.Additional Payments hereunder
shall constitute a current expense of the City payable from all legally available funds and shall
not in any way be construed to be a debt of the City, or the State, or any political subdivision
thereof, in contravention of any applicable constitutional or statutory limitation or requirements
concerning the creation of indebtedness by the City, the State, or any political subdivision
thereof, nor shall anything contained herein constitute a pledge of general revenues, funds or
moneys of the City or an obligation,of the City for which the City is obligated to levy or pledge
any form of taxation or for which the City has levied or pledged any form of taxation.
SECTION 4.8 Assignment of Lease Payments. Certain of the Agency's rights under
this Lease, including the right to receive and enforce payment of the Lease Payments to be.made
by the City hereunder, have been +assigned to the Trustee, subject to certain exceptions, pursuant
to the Assignment Agreement, to which assignment the City hereby consents. The Agency
hereby directs the City, and.the City hereby agrees, to pay to the Trustee at the Trustee's
corporate'trust office, or to the Trustee at such other place as the Trustee shall direct.in writing,
all Lease Payments or Prepayments thereof payable by the City hereunder. The Agency will not
assign or pledge the Lease Payments or other amounts derived from the Site or from its other
rights under this Lease except as expressly provided under the -terms of this Lease or the
Assignment Agreement. The Agency shall not assign its duties and obligations hereunder except
as expressly provided under the Assignment Agreement and the Trust Agreement.
SECTION 4.9 Use and Possession. The total Lease Payments and Additional
Payments due in any Fiscal Year shall be for the right to the use and possession of the Site for
such Fiscal Year. During the Term of this Lease, the City shall be entitled to the right to the
exclusive use and possession of the Site, subject only to the Permitted Encumbrances.
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SECTION 4.10 Abatement of Lease Payments and Additional Payments. Except
to the extent that proceeds of the type described in the following paragraph are available, the
amount of Lease Payments and Additional Payments shall be abated during any period in which
there is substantial interference with the use or possession of,all or a portion of the Site by the
City by condemnation, damage, destruction or title defect. The amount of such abatement shall
be such that the resulting Lease Payments, exclusive of the amounts described in the following
paragraph, do not exceed the fair rental value (as determined by an independent real estate
appraiser selected by the City, who is not an employee of the City) for the use and possession of
the portion of the Site for which no substantial interference has occurred. Such abatement shall
continue for the period of the substantial interference with the use or possession of the Site. In
the event of any such interference with use or possession, this Lease shall continue in full. force
and effect and the City waives any right to terminate this Lease by virtue of any such
interference.
Notwithstanding a substantial interference with the use or possession of all or a,portion of
the Site, the City shall remain obligated to make Lease Payments (i) in an amount not to exceed
the fair rental value during each Fiscal Year for the portion of the Site not damaged, destroyed,
interfered with or taken, as determined by an independent real estate appraiser selected by the
City (who is not an employee of the City); (ii) to the extent that moneys derived from any person
or company as a result of any delay in the reconstruction, replacement or repair of the Site, or
any portion thereof, are available to pay the amount which would otherwise be abated; or (iii) to
the extent that moneys are available in the Certificate Fund (including the Reserve Account) or
the Lease Payment Fund to pay the amount which would otherwise be abated, in which event the
Lease Payments shall be payable from such amounts as an obligation of the City payable from a
special fund.
SECTION 4.11 Additional Payments. Subject to Section 4.10 hereof (regarding
abatement in event of loss or use of any portion of the Site) and Article 10 hereof (regarding
prepayment of Lease Payments), the City shall also pay such amounts (herein called the
"Additional Payments ") as shall be required to be paid by the Agency for the payment of all
amounts, costs and expenses incurred by the Agency in connection with the execution,
performance or enforcement of this Lease or any assignment hereof, the Trust Agreement, its
interest in the Site and the lease of the Site to the City, including but not limited to payment of
all fees, costs and expenses and all administrative costs of the Agency related to the Certificates,
any Reserve Credit Facility, the Site, including, without limiting the generality of the foregoing,
salaries and wages of employees, all expenses, compensation and indemnification of the Trustee
payable by the Agency under the Trust Agreement, fees of auditors, accountants, attorneys or
architects, and all other necessary administrative costs of the Agency or charges required to be
paid by it in order to maintain its existence or to comply with the terms of the Certificates or of
the Trust Agreement; but not including in Additional Payments amounts required to pay the
principal and interest in respect of the Certificates.
Such Additional Payments shall be billed to the City by the Agency or the Trustee from
time to time, together with a statement certifying that the amount billed has been paid by the
Agency or by the Trustee on behalf of the Agency, for one or more of the items above
described, or that such amount is then payable by the City within fifteen (15) days after receipt of
the bill by the City. The City reserves the right to audit billings for Additional Payments
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although exercise of such right shall in no way affect the duty of the City to make full and timely
payment for all Additional Payments.
SECTION 4.12 Net- Net -Net Lease. This Lease shall be deemed and construed to be a
"net- net -net lease" and the City hereby agrees that the Lease Payments shall be an absolute net
return to the Agency, free and clear of any expenses, charges, counterclaims or set -offs
whatsoever, except as expressly provided herein.
ARTICLE V
INSURANCE
SECTION 5.1 Public Liability and Property Damage.
(a) Coverage. The City shall maintain or cause to be maintained, throughout
the Term hereof, a standard,comprehensive general public liability and property damage
insurance policy or policies in protection of the City and the Agency and their respective officers,
agents and employees as additional insureds under the policy or policies. Said policy or policies
shall provide for indemnification of said parties against direct or contingent loss or liability for
damages for bodily and personal injury, death or property damage occasioned by reason of the
use or operation of the Site.
(b) Limits.. Said policy or policies shall provide coverage in the minimum
liability limits of $1,000,000 for personal injury or death of each person in each accident or event
and $3,000,000 for personal injury or deaths of two or more persons,in each accident or event,
and in a minimum amount of $500,000 for damage to property resulting from each accident or
event (subject to a deductible clause of not to exceed $250,000). Such public liability and
property damage insurance may, however, be in the form of a single limit policy covering all
such risks in an amount equal to the aggregate minimum liability limits set forth herein.
(c) Joint or Self- Insurance. Such liability insurance may be maintained as part
of or in conjunction with any other liability insurance coverage carried by the City. Such
liability insurance may be maintained by the City in the form of self - insurance which complies
with Section 5.6(e) hereof.
(d) Payment of Proceeds. The proceeds of such liability insurance shall be
applied toward extinguishment or satisfaction of the liability with respect to which the insurance
proceeds shall have been paid.
SECTION 5.2 Worker's Compensation. The City shall also maintain worker's
compensation insurance issued by a responsible carrier authorized under the laws of the State to
insure its employees against liability for compensation under the Worker's Compensation
Insurance and Safety Act now in force in the State; or any act hereafter enacted as an amendment
or supplement thereto, or in lieu thereof such insurance, or a part thereof, may be maintained by
the City in the form of self - insurance which complies with Section 5.6(e) hereof.
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SECTION 5.3 Hazard Insurance.
(a) Coverage. The City shall maintain or cause to be maintained, throughout
the Term hereof, a policy or policies of insurance, issued by insurance providers rated no less
than "A" by Standard & Poor's Ratings Group or Moody's Investors Service, against loss or
damage to the Site resulting from fire, lightning, vandalism, malicious mischief and such perils
ordinarily defined as "extended coverage ", excluding flood and earthquake; provided, however,
that a flood and earthquake rider shall be purchased if the City, in its reasonable discretion,
determines that such coverage is available from reputable insurers aticommercially reasonable
rates. Said policy or policies shall be maintained in an amoumnot less than the full replacement
value of the Site, subject to a "deductible clause" not to exceed:one,hundred thousand dollars
($100,000) for anyone loss or, in the case of a flood and earthquake rider, ten percent (10 %) of
the coverage obtained and shall name the Trustee as loss payee and the Agency as an additional
insured under the policy or policies. The term "full replacement value" as used in this
Section 5.3 shall mean the actual replacement cost of the improvements located on the Site
(including the cost of restoring the surface of the Site, but excluding the cost of restoring trees,
plants and shrubs).
(b) Joint or Self- Insurance. Such insurance may be maintained as part of or in
conjunction with any other insurance carried by the City. The City shall not maintain such
hazard insurance in the form of self- insurance.
(c) Payment of Net Proceeds. The Net Proceeds of such insurance shall be
paid to the Trustee and applied as provided in Section 6.1(a) hereof.
SECTION 5.4 Rental Interruption Insurance.
(a) Coverage and Amount. The City shall maintain or cause to be maintained
for the benefit of the Agency rental interruption insurance in an amount not less than an amount
equal to twice the maximum annual Lease Payment during the Term'hereof, to insure against loss
of rental income from the Site caused by perils covered by the insurance required to be
maintained as provided in Section 5,.3 hereof. Such insurance shall be obtained not later than the
Delivery Date for the Certificates and shall be increased as required in connection with each issue
of Additional Certificates.
(b) Joint Insurance. Such insurance may be maintained as part of or in
conjunction with any other rental interruption insurance carried by the City. The City may
maintain rental interruption insurance through the Southern California Joint Powers Insurance
Authority Pool. If the City discontinues provision of rental interruption insurance through the
current self - insurance pool, the insurance provider of the substituted rental interruption insurance
must be rated no less than "A" by Standard & Poor's or Moody's and such insurance provider
shall be subject to the consent of the Bond Insurer.
(c) Payment of Proceeds. The proceeds of such rental interruption insurance
shall be paid to the Trustee as loss payee and deposited (1) first in the Reserve Account to make
up any deficiencies therein, and (2) second, in the Lease Payment Fund, to be held therein and
credited towards the payment of the Lease Payments in the order in which such Lease Payments
come due and payable.
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SECTION 5.5 Title Insurance. The City 'shall obtain,.on the Delivery Date for the
Certificates that policy of title insurance approved by the,Bond Insurer and delivered on the
Delivery Date. In connection with any substitution of real property pursuant to Section 3.6
hereof, the City shall obtain title insurance on the Site, in the form of an ALTA leasehold title
policy and an ALTA Owner's /Leasehold Policy with Western'Regional,Exceptions. The title
policy or policies in effect at any time with respect to the Site shall be in an amount at least equal
to the aggregate Principal Component of unpaid Lease Payments, issued by a company of
recognized standing duly authorized to issue the same. The title policy or policies shall insure
the City's fee simple estate and the Agency's and City's leasehold. estate in the substituted Site,
subject only to Permitted Encumbrances. The proceeds of such insurance shall be paid to the
Trustee as loss payee and applied.as provided in Section 6.1(a) hereof. The City shall not
maintain title insurance in the form of self - insurance.
SECTION 5.6 General Insurance Provisions.
(a) Form of Policies. All policies of insurance required to be procured and
maintained pursuant to this Lease, other than the worker's compensation insurance and the title
insurance specified in Sections', 5.2 and 5.5 hereof, respectively, and any statements of
self - insurance shall provide that the City and the Trustee shall,receive 30 days' notice of each
expiration, or any intended cancellation thereof or reduction of the coverage provided thereby.
Insurance required to be procured and maintained pursuant to Section 5.3 hereof (regarding
hazard insurance); Section 5A hereof (regarding rental interruption insurance) and Section.5.5
hereof (regarding title insurance) shall provide that all proceeds thereunder shall be payable to the
Trustee as the loss payee.
(b) Payment of Premiums. The City shall pay or cause to be paid when due
the premiums for all insurance policies required by this Lease.
(c) Protection of the Trustee. The Trustee shall not be responsible for the
sufficiency or adequacy of any insurance herein required and, upon the receipt of the prior
written consent of the Insurer, shall "be fully protected in accepting payment on account of such
insurance or any adjustment, compromise or settlement of any loss agreed to by the City.
(d) Evidence of Insurance. The City shall deliver certificates to the Trustee
within the 30 days prior to July 1 of each year during the Term of this Lease to the effecfthat
the insurance policies required by this Lease are in full force and effect.
(e) Self- Insurance. Any self - insurance maintained .by' the City pursuant to
Section 5.1(c) or 5.2 hereof shall afford reasonable protection to the. Agency, the City and the
Trustee. Before the City elects to provide self - insurance hereunder, and on each July 1
thereafter, there shall be filed with the Trustee a certificate of an actuary, independent insurance
consultant selected by the City, or other qualified person selected by the City, who may be the
City's Risk Manager, stating that, in the opinion of the signer, the method or plan of protection
is sound and affords adequate protection to the Agency, the City and the Trustee against loss and
damage from the hazards and risks covered thereby, and there shall also be filed with the Trustee
a certificate of the City stating that such substitute method or plan has been implemented. The
Trustee shall be fully protected in relying on the certificate provided in accordance with this
Section 5.6(e) and shall not be responsible for the review or verification of such certificate.
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The City shall provide adequate reserves to cover the amount of any deductible provisions
of the insurance required to be maintained pursuant to Sections 5.1, 5.2, 5.3 and 5.4 hereof.
SECTION 5.7 Cooperation. The Agency shall cooperate fully with the City at the
expense of the City in filing any proof of loss with respect to any insurance policy maintained
pursuant to this Article and in the prosecution or defense of any prospective or pending
condemnation proceeding with respect to the Site or any portion thereof.
ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS
SECTION 6.1 Application of Net Proceeds.
(a) Deposit in Insurance and Condemnation Fund. Pursuant to Section 405 of
the Trust Agreement, the Trustee shall deposit the Net Proceeds of any insurance required by
Section 5.3 hereof and the proceeds of the title insurance required by Section 5.5 hereof in the
Insurance and Condemnation Fund promptly upon receipt thereof. The City and /or the Agency
shall transfer to the Trustee any other Net Proceeds received by the City and /or Agency in the
event of any taking by eminent domain or condemnation with respect to the Site, for deposit in
the Insurance and Condemnation. Fund.
(b) Disbursement for Replacement or Repair of the Site. Upon receipt of the
prior written consent of the Insurer, the certification described in paragraph (1) below and the
requisition described in paragraph (2) below, the Trustee shall disburse moneys in the Insurance
and Condemnation Fund to the person, firm or corporation named in the requisition as provided
in Section 405 of the Trust Agreement.
(1) Certification. An Authorized Representative of the City must
provide to the Agency, the Insurer and the Trustee a.certificate stating that:
0) Sufficiency of Net Proceeds. The Net Proceeds available
for such purpose, together with any other funds supplied by the City for
such purpose, are sufficient to repair or replace the Site to a use which
will have an annual fair rental value not less than maximum the annual
Lease Payments and Additional Payments (assuming that the annual
Additional Payments due in the future will equal.the maximum annual
Additional Payments prior to such date) due hereunder, and
(ii) Timely Completion. In the event that damage, destruction,
title defect or taking results in an abatement of Lease Payments or
Additional Payments, such replacement or repair can be fully completed
within a period not in excess of the period in which rental interruption
insurance proceeds as described in Section 5.4 hereof, together with other
legally available funds, will be available to pay in full all Lease Payments
and Additional Payments coming due during such period.
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(2) Requisition. An Authorized_ Representative of the City must state
with respect to each payment to be made (i)..the:requisition number, (ii) the name
and address of the person, firm or corporation to whom payment is due, (iii) the
amount to be paid, and (iv) that each obligation mentioned therein has been
properly incurred, is a proper charge against the Insurance and Condemnation
Fund, has not been the basis of any previous withdrawal, and specifying in
reasonable detail the',nature of the obligation.
Any balance of the, Net Proceeds remaining after such replacement or repair has
been completed shall be disbursed as provided in Section,405 of the Trust Agreement.
(c) Disbursement for Prepayment. If an Authorized Representative of the City
notifies the Trustee in writing of the City's determination that the certification provided in
Section 6.1(b)(1) hereof cannot be made or the Insurer or the City determine that replacement or
repair of any portion of the Site is.. not economically feasible or in'the best interest of the City,
then the City, with the prior written consent, or at the direction of the Insurer, shall deposit with
the Trustee from legally available funds an amount which, when combined with the Net
Proceeds, will prepay sufficientLease Payments (and result in a corresponding redemption of
Certificates and Additional Certificates) such that the fair rental value of,the remaining portion of
the Site is no less than an amount equal to the Principal Components and Interest Components
due with respect to the Certificates and Additional Certificates to remain Outstanding under the
Trust Agreement after such Net Proceeds and such deposit by the City are applied to redeem
Certificates and Additional Certificates under the Trust Agreement: The Trustee shall promptly
transfer the Net Proceeds in respect of such portion to the Redemption Account of the Certificate
Fund as provided in Section 405�of the Trust Agreement and apply them to the redemption of the
Certificates and Additional Certificates as provided in Section 310(a) of the Trust Agreement and
prepayment of Lease Payments as provided in Section 10.2 hereof.
ARTICLE VII
COVENANTS WITH RESPECT TO THE SITE
SECTION 7.1 Use of the Site. The City represents and warrants that it has an
immediate essential need for all of the Site, which need is not expected to be temporary or to
diminish in the foreseeable future.
SECTION 7.2 Leasehold Interest in the Site.
(a) Agency Holds Leasehold Interest During Term. During the term of the
Site Lease, the Agency shall hold a, leasehold interest in the Site pursuant to the Site Lease. The
City shall take any and all actions reasonably required, including but not limited to executing and
filing any and all documents, reasonably required to maintain and evidence the Agency's
leasehold interest in the Site:at;all times during the term of the Site Lease. The execution of this
Lease shall not cause a merger of the interests created.by the Site Lease and this Lease.
(b) Leasehold Interest Transferred to City at End of Term. On the day of the
expiration of the term of the Site Lease as provided in Section 3 thereof, the Agency's leasehold
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interest in the Site pursuant to the Site Lease and all right, title and interest of the Agency in the
Site shall be transferred to and vest in the City, free and clear of any interest of the Agency or its
assigns, without the necessity of any additional document of transfer.
SECTION 7.3 Option to Prepay Lease Payments. The City may exercise an option
to prepay all or a portion of the Lease Payments in accordance with Article 10 hereof and, by
prepaying Lease Payments in the amounts necessary to cause the termination of the Term as
provided in Section 4.2(b) hereof, terminate the Agency's leasehold interest in the Site under the
Site Lease and all right, title and interest of the Agency in the Site. If the City elects to prepay a
portion of the Lease Payments, and if the Lease Payments have been allocated to Components of
the Site in Exhibit B hereto, then it may specify to which Component of the Site such prepayment
is applicable.
SECTION 7.4 Quiet Enjoyment. Subject only to the Permitted Encumbrances,
during the Term of this Lease the Agency shall provide the City with quiet use and enjoyment of
the Site, and the City shall during such Term peaceably and quietly have and hold and enjoy the
Site, without suit, trouble or hindrance from the Agency, or any person or entity claiming under
or through the Agency except as expressly set forth in this Lease or the Trust Agreement. The
Agency will, at the request of the City, join in any legal action in which the City asserts its right
to such possession and enjoyment to the extent the Agency may lawfully do so. Notwithstanding
the foregoing, the Agency shall have the right of access to the Site as provided in Section 7.6
hereof.
SECTION 7.5 Installation of City's Personal Property. The City may at any time
and from time to time, in its sole discretion and at its own . expense, install or permit to be
installed items of equipment or other personal property in or upon any portion of the Site, so
long as such installation shall not materially adversely affect the fair rental value of the Site. All
such items shall remain the sole personal property of the City, regardless of the manner in which
the same may be affixed to such portion of the Site, in which neither the Agency nor the Trustee
shall have any interest, and may be modified or removed by the City at any time; provided that
the City shall repair and restore any and all damage to such portion of the Site resulting from the
installation, modification or removal of any such items of equipment. Nothing in this Lease shall
prevent the City from purchasing items to be installed pursuant to this Section, provided that no
lien or security interest attaching to such items shall attach to any part of the Site.
SECTION 7.6 Access to the Site. The City agrees that the Agency, and the
Agency's successors and assigns, shall have (1) the right at all reasonable times to enter upon the
Site or any portion thereof to examine and inspect the Site, and (2) such rights of access to the
Site as may be reasonably necessary to cause the proper maintenance of the Site in the event of
failure by the City to perform its obligations hereunder.
SECTION 7.7 Maintenance, Utilities, Taxes and Assessments.
(a) Maintenance; Repair and Replacement. Throughout the Term of this
Lease, as part of the consideration for the rental of the Site, all repair and maintenance of the
Site shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the
payment of the cost of the repair and replacement of the Site resulting from ordinary wear and
tear or want of care on the part of the City or any sublessee thereof. The City shall provide or
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cause to be provided all security service, custodial service, power, gas, telephone, light, heating
and water, and all other public utility services for the Site. In exchange for the Lease Payments
herein provided, the Agency agrees to provide only the Site.
(b) Tax and Assessments: Utility Charges. The City shall also pay or cause to
be paid all taxes and assessments, including but not limited to utility charges of any type or
nature charged to the Agency or the,City or levied, assessed or charged against any portion of
the Site or the respective interests,or estates therein; provided that, with respect to special
assessments or other governmental charges that may lawfully be paid in installments over a
period of years, the City shall be obligated to pay only such installments as are required to be
paid during the Term of this'Lease as and when the same become due.
(c) Contests. The City may, at its expense and in its name, in good faith
contest any such taxes, assessments, utility and other charges and, in the event of any such
contest, may permit the taxes, assessments or other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom; provided that prior to such nonpayment it
shall furnish the Agency, the Insurer and the Trustee with the opinion of an Independent Counsel
to the effect that, by nonpayment of any such items, the interest of the Agency in such portion of
the Site will not be materially endangered and that the Site will not be subject to loss or
forfeiture. Otherwise, the City shall promptly pay such taxes, assessments or charges or make
provisions for the payment thereof in form satisfactory to the Agency, and the Insurer. The
Agency will cooperate fully in such contest, upon the request and,at the expense of the City.
SECTION 7.8 Modification of the Site.
(a) Additions. Modifications and Improvements. The City shall, at its own
expense, have the right to make additions, modifications and improvements to any portion of the
Site if such additions, modifications or.improvements are necessary or beneficial for the use of
such portion of the Site, so long as such additions, modifications or improvements do not
adversely affect the fair rental value of the Site. Such additions, modifications or improvements
shall not in any way damage any portion of the Site or cause it to be used for purposes other than
those authorized under the provisions of state and federal law or in any way which would impair
the exclusion from gross income for federal income tax purposes of the Interest Components of
the Lease Payments or diminish the fair rental value of the Site; and the Site, upon completion of
any additions, modifications or improvements made pursuant to this Section, shall be of a value
which is not less than the value of the Site immediately prior to the making of such additions,
modifications or improvements.
(b) No Liens. Except for Permitted Encumbrances, the City will not permit
any mechanic's or other lien to be established or remain against the Site for labor or materials
furnished in connection with any additions, modifications or improvements made by the City
pursuant to this Section; provided that if any such lien is established and the City shall first notify
or cause to be notified the Agency and the Insurer of the City's intention to do so, the City may
in good faith contest any lien filed or established against the Site, and in such event may permit
the items so contested to remain undischarged and unsatisfied during the period of such contest
and any appeal therefrom and shall provide the Agency and its assigns with full security against
any loss or forfeiture which might arise from the nonpayment of any such lien, in form
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satisfactory to the Trustee as assignee of the Agency and the insurer. The Agency will cooperate
fully in any such contest, upon the request and at the expense of the City.
SECTION 7.9 Liens. Except as expressly permitted by this Lease (including without
limitation Section 7.8, Section 8.1 or Section 8.2 hereof), the City shall not, directly or
indirectly, create, incur, assume or suffer to exist any mortgage, pledge, liens, charges,
encumbrances or claims, as applicable, on or with respect to the Site, other than Permitted
Encumbrances and other than the respective rights of the Agency and the City as herein
provided. Except as expressly provided in this Article, the City shall promptly, at its own
expense, take such action as may be necessary to duly dischargeor remove any such mortgage,
pledge, lien, charge, encumbrance or claim, if the same shall arise at any time; provided that the
City may in good faith: contest such lien or claim if it desires to do so, so long as such contest
will not materially, adversely affect the rights of the City and the Agency to the Site or the
payment of Lease Payments or Additional Payments hereunder. The City shall reimburse the
Agency and its assigns for any expense incurred by it in orderto discharge or remove any such
mortgage, pledge, lien, charge; encumbrance or claim.
SECTION 7.10 Agency's Disclaimer of Warranties. THE AGENCY MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY
OF THE SITE OR ANY PORTION THEREOF. THE CITY ACKNOWLEDGES THAT THE
AGENCY IS NOT A MANUFACTURER OF THE SITE OR OF ANY PORTION THEREOF,
AND IS NOT A.DEALER THEREIN, AND THAT THE CITY IS LEASING THE SITE AS
IS. In no event shall the Agency be liable for incidental, indirect, special or consequential
damages, in connection with or arising out of this Lease, the Site Lease, the Assignment
Agreement or the Trust Agreement for the existence, furnishing, functioning or City's use and
possession of the Site.
SECTION 7.11 City's Right to Enforce Warranties of Manufacturers, Vendors or
Contractors. The Agency hereby irrevocably appoints the City its agent and attorney -in -fact
during the Term, so long as the City shall not be in default hereunder, to assert from time to
time whatever claims and rights, including without limitation, warranty claims, claims for
indemnification and claims for breach of any representations, respecting the Site or the Project
which the Agency may have against any vendor or contractor, or any agents thereof. The City's
sole xemedy for the breach of any such warranty, indemnification or representation shall be
against the vendor or contractor with respect thereto, and not against the Agency, nor shall such
matter have any effect whatsoever on the rights and obligations of the Agency with respect to this
Lease, including the right to receive full and timely Lease Payments and to cause the City to
make.all other payments due hereunder. The City shall be entitled to retain any and all amounts
recovered as a result of the assertion of any such claims and rights. The Agency shall, upon the
City's request and at the City's expense, do all things and take all such actions as the City may
request in connection with the assertion of any such claims and rights.
The City expressly acknowledges that neither the Agency nor the Trustee makes, or has
made, any representation or warranty whatsoever as to the existence or availability of such
warranties of the manufacturer, vendor or contractor with respect to any portion of the Project.
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ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
SECTION 8.1 Assignment by the Agency. Except as expressly provided herein and
in the Trust Agreement, the Agency will not assign this Lease, or any right, title or interest of
the Agency in and to this Lease, to any person, firm or corporation.
SECTION 8.2 Assignment and Subleasing by the City.
(a) Assignment. This Lease may not be assigned by the City unless (A) the
City obtains the prior written consent of the Insurer, and (B) the City receives an opinion of
Bond Counsel stating that such assignment does not adversely affect the exclusion from gross
income for federal income tax purposes or the exemption from State personal income taxation of
the Interest Components of the Lease Payments. In the event that this Lease is assigned by the
City, the obligation to make Lease Payments and Additional Payments and perform the other
covenants of the City hereunder shall remain the primary obligation of the City.
(b) Sublease. The City may sublease any portion of the Site, with the prior
written consent of the Trustee as assignee of the Agency and the Insurer, subject to all of the
following conditions:
0) this Lease and the obligation of the City to make Lease
Payments and Additional Payments and perform the other covenants of the City
hereunder shall remain primary obligations of the City;
(ii) the City shall, within 30 days after the delivery thereof,
furnish or cause to be furnished to the Agency and the Trustee a true and
complete copy of such sublease, provided, however, the Trustee shall have no
duty to review the form or adequacy of such sublease for any purpose;
(iii) no sublease shall cause the Interest Components of the
Lease Payments due with respect to the Site to become subject to federal income
taxes or State personal income taxes; and
(iv) any sublease shall terminable by the Agency upon the
occurrence of an Event of Default or abatement event hereunder.
No consent of the Trustee may be given under this subsection (b) unless the City shall
have provided the Trustee with opinions of Independent Counsel with respect to the matters set
forth in clause (i) above and the opinion of Bond Counsel with respect to the matters set forth in
clause (iii) above.
SECTION 8.3 Amendments and Modifications. This Lease may be amended or any
of its terms modified in accordance with Article VII of the Trust Agreement, with the prior
written consent of the Trustee, the Insurer, the City and the Agency.
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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1 Defaults and Remedies.
(a) If the City.shall fail to pay any rental or other amount payable hereunder
when the same becomes due and payable, time being expressly declared to be of the essence of
this Lease, or the City shall fail to keep, observe or perform any other term, covenant or
condition contained herein or in the Trust Agreement to be kept or performed by the City for a
period of thirty (30) days after notice of the same has been given to the City by the Agency,
Bond Insurer or the Trustee or for such additional time as is reasonably required, in the
discretion of the Trustee with the prior written consent of the Bond Insurer, to correct the same,
or upon the happening of any of the events specified in subsection (b) of this Section (any such
case above being an "Event of Default"), the City shall be deemed to- be in default hereunder and
it shall be lawful for the Agency to exercise any and all remedies available pursuant to law or
granted pursuant to this Lease. Upon any such default, the Agency, in addition to all other rights
and remedies it may have at law, may do any of the following, but only subject to the prior
written consent of the Bond Insurer,,:and shall do any of the following, at the direction of the
Bond Insurer:
(1) To terminate this Lease in the manner hereinafter provided on
account of default by the City, notwithstanding any re -entry or re- letting of the Site as
hereinafter provided for in subparagraph (2) hereof, and tore -enter the Site and remove
all persons in possession thereof and all personal property whatsoever situated upon the
Site and place such personal property in storage in any warehouse or other suitable place
located within the City. In the event of such termination, the City agrees to surrender
immediately possession of the Site, without let or hindrance, and to pay the Agency all
damages recoverable at law that the Agency may incur by reason of default by the City,
including, without limitation, any costs, loss or damage whatsoever arising out of, in
connection with, or incident to any such re -entry upon the Site and removal and storage
of such property by the Agency or its duly authorized agents in accordance with the
provisions herein contained. Neither notice to pay rent or to deliver up possession of the
Site given pursuant to law nor any entry or re -entry by the Agency nor any proceeding in
unlawful detainer, or otherwise, brought by the Agency for the purpose of effecting such
re -entry or obtaining possession of the Site nor the appointment of ,a receiver upon
initiative of the,Agency to protect the Agency's interest under this Lease shall of itself
operate to terminate this Lease, and no termination of this.Lease on account of default by
the City shall be or become effective by operation of law or acts of the parties hereto, or
otherwise, unless and until the Agency shall have given written notice to the City of the
election on the part of the Agency to terminate this Lease. The City covenants and agrees
that no surrender of the Site or of the remainder of the term hereof or any termination of
this Lease shall be valid in any manner or for any purpose whatsoever unless stated or
accepted by the Agency by such written notice.
(2) Without terminating this Lease, (i) to collect each installment of
rent and other amounts as they become due and enforce any other terms or provision
hereof to be kept or performed by the City, regardless of whether or not the City has
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abandoned the Site, or (ii) to exercise any and all_;rights of re -entry upon the Site. In the
event the Agency does not elect.to terminate this Lease in:themanner provided for in
subparagraph (l) hereof„ the City shall remain liable and agrees to keep or perform all
covenants and conditions herein contained to be kept or performed by the City and, if the
Site is not re -let, to pay the full amount of the rent and other amounts to the end of the
term of this Lease or, in the event that the Site is re -let, to pay any deficiency in rent and
other amounts that results therefrom; and further agrees to pay said rent and other
amounts and /or rent and other amounts, including without limitation, any rent deficiency,
punctually, at the same time and in the same manner as hereinabove provided for the
payment of rent and other'amonnts hereunder (without acceleration), notwithstanding the
fact that the Agency may have received in previous years or may receive thereafter in
subsequent years rental or other amounts in excess of the rental or other amounts herein
specified, and notwithstanding any entry or re -entry by the Agency or suit in unlawful
detainer, or otherwise, brought by the Agency for the purpose of effecting such entry or
re -entry or obtaining, possession of the Site. Should the.Agency elect to enter or re -enter
as herein provided, the:City hereby irrevocably appoints the Agency as the agent and
attorney -in -fact of the City to-re-let the Site, or any part thereof, from time to time, either
in the Agency's name or otherwise, upon such terms and conditions and for such use and
period as the Agency may deem advisable, and to remove all persons in possession
thereof and all personal property whatsoever situated upon the Site and to place such
personal property in storagein any warehouse or other suitable place located in the City,
for the account of and At the expense of the City, and the City hereby exempts and agrees
to save harmless the Agency from any costs, loss or damage whatsoever arising out of, in
connection with, or incident to any such re -entry upon and re- letting of the Site and
removal and storage of such property by the Agency or its duly authorized agents in
accordance with the provisions herein contained. The City agrees that the terms of this
Lease constitute full and sufficient notice of the right of the Agency to re -let the Site and
to do all other acts to maintain or preserve the Site as the Agency deems necessary or
desirable in the event of such re -entry without effecting ,a surrender of this Lease, and
further agrees that no acts ofthe Agency in effecting such re- letting shall constitute a
surrender or termination of this Lease irrespective of the use or the term for which such
re- letting is made or the terms and conditions of such re- letting, or otherwise, but that, on
the contrary, in the event of such default by the City the right to terminate this Lease
shall vest in the Agency to be effected in the sole and exclusive manner provided for in
sub - paragraph (1) hereof. The City further waives the right to any rental or other
amounts obtained by the Agency in excess of the rental and other amounts herein
specified and hereby conveys and releases such excess to the Agency as compensation to
the Agency for its services in re- letting the Site or any part thereof. The City further
agrees to pay the Agency the cost of any alterations or additions to the Site necessary to
place the Site in condition for re- letting immediately upon notice to the City of the
completion and installation of such additions or alterations.
The City hereby waives any and all claims for damages caused or which may be caused
by the Agency in re -entering and taking possession of the Site as herein provided and all claims
for damages that may result from the destruction of the Site and all claims for damages to or loss
of any property belonging to the City, or any other person, that may be in or upon the Site.
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(b) If (1) the City's interest in this Lease or any part-thereof be assigned or
transferred, either voluntarily or by operation of law or otherwise, without the prior written
consent of the Bond Insurer, as hereinafter provided for, or (2) the City or any assignee shall file
any petition or institute any proceeding under any act or acts, State or federal, dealing with or
relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such
act or acts, either as a bankrupt or as an insolvent, or -as a debtor, or in any similar capacity,
wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be
discharged from any or all of the�City's debts or obligations, or offers to the City's creditors to
effect a composition or extension of time to pay the City's debts or asks, seeks or prays for
reorganization or to effect a plan of reorganization, or for a readjustment of the City's debts, or
for any other similar relief, or if any such petition or any such proceedings of the same or similar
kind or character be filed or be instituted or taken against the City, or if a receiver of the
business or of the property or assets of the City shall be appointed by any court, except a
receiver appointed at the instance or request of the Agency, or if the City shall make a general or
any assignment for the benefit of the City's creditors, or if (3) the City shall abandon or vacate
the Site, then the City shall be deemed to be in default hereunder.
(c) The Agency shall in no event be in default in the performance of any of its
obligations hereunder or imposed by any statute or rule of law unless and until the Agency shall
have failed to perform such obligations within thirty (30) days or such additional time as is
reasonably required to correct any such default after notice by the City to the Agency and to the
Bond Insurer properly specifying wherein the Agency has failed to' perform any such obligation.
In the event of default by the Agency, the City shall be entitled to pursue any remedy provided
by law.
(d) In addition to the other remedies set forth in this Section, upon the
occurrence of an event of default as described in this Section, the Agency, subject to the direction
of the Bond Insurer, shall proceed to protect and enforce the rights vested in the Agency by this
Lease or by law. The provisions of this Lease and the duties of the City and of its trustees,
officers or employees shall be enforceable by the Agency by mandamus or other appropriate suit,
action or proceeding in any court of competent jurisdiction. Without limiting the generality of
the foregoing, the Agency may, with the prior written consent of the Bond Insurer,-and shall, at
the direction of the Bond Insurer, bring the following actions:
(1) Accounting. By action or suit in equity to require the City and its
trustees, officers and employees and its assigns to account as the trustee of an express
trust.
(2) Ilunction. By action or suit in equity to enjoin any acts or things
which may be unlawful or in violation of the rights of the Agency.
(3) Mandamus. By mandamus or other suit, action or proceeding at
law or in equity to enforce the Agency's rights against the City (and its board, officers
and employees) and to compel the City to perform and carry out its duties and obligations
under the law and its covenants and agreements with the Agency as provided herein.
The exercise of any rights or remedies under this Lease shall not permit acceleration of Lease
Payments.
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SECTION 9:7 Trustee and Certificate Owners to Exercise:Rights. Such rights and
remedies as are given to the Agency under this Article 9 have been assigned. by the Agency to
the Trustee under the Assignment Agreement and the Trust Agreement, to which assignment the
City hereby consents. Such rights and remedies shall be exercised by the Trustee, the Insurer,
the Certificate Owners and owners of any Additional Certificates as provided in Article V of the
Trust Agreement.
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION 10.1 Security- Deposit. Notwithstanding any other provision of this Lease,
the City may, on any date, secure the payment of any unpaid Lease,Payment attributable to the
Site as set forth in Exhibit B hereto by an irrevocable deposit by it with the Trustee of cash
and /or Permitted Investments of the type described in paragraph 1(b),of the definition thereof,
which are adequate in the opinion of an independent certified public accountant to provide for
payment of such unpaid.Lease Payment as it becomes due and payable hereunder (a "Security
Deposit ") and provided that such Security Deposit meets all the terms and provisions established
for defeasance of the Certificates set forth in Sections 901 and 1001(]) of the Trust Agreement.
In the event that the City has secured the payment of all unpaid Lease Payments
attributable to the Site in accordance with the terms and provisions of the immediately preceding
paragraph, and provided that the City has made arrangements acceptable to the Trustee and the
Insurer to pay any Additional Payments due hereunder, all obligations of the City under this
Lease, and all security provided by this Lease for said obligations, `shall cease and terminate,
excepting only the obligation of the City to make, or cause to be made, Lease Payments from
such deposit. Said deposit shall be deemed to be and shall constitute a special fund for the
payment of Lease Payments in accordance with the provisions of this Lease. The Agency shall
execute and deliver such further instruments and take such further action as may reasonably be
requested by the City for carrying out the leasehold interest transfer for which a security deposit
is made hereunder.
SECTION 10.2 Extraordinary Prepayment From Net Proceeds. The City shall be
obligated to prepay the Lease Payments in whole or in part on any date, from and to the extent of
any Net Proceeds transferred to the Redemption Account pursuant to Section 405 of the Trust
Agreement. The City and the Agency hereby agree that such proceeds shall be credited towards
the City's obligations hereunder such that approximately, equal annual Lease Payments will
prevail with respect to the Site following such prepayment and, if the Lease Payments have been
allocated to discrete Components of the Site in Exhibit B hereto, the Lease Payments with respect
to the Component or Components from which such Net Proceeds were delivered will be reduced
accordingly.
SECTION 10.3 Optional Prepayment. Subject to the terms and conditions of this
Section and to the prior written consent of the Bond Insurer, the Agency hereby grants an option
to the City to prepay in whole or in part the Principal Components of Lease Payments relating to
the Site, to the extent, on the dates and at the prepayment prices provided in Section 310(c) of
the Trust Agreement as such Section 310(c) may be amended from time to time with respect to
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Additional Certificates. The City shall execute said option by giving written notice to the Trustee
thereof at least 45 days (or such shorter period as approved by the Trustee) prior to the date of
redemption of Certificates and Additional Certificates from such prepayment and depositing with
said notice cash in the minimum amount of (1) accrued interest on the Principal Component of
Lease Payments to be prepaid to the date of redemption of Certificates and Additional Certificates
with the proceeds of such prepayment, plus (2) the Principal Component of any Lease Payments
to be prepaid, plus (3) the applicable prepayment premium described in such Section 310(c) of
the Trust Agreement as such Section 310(c) may be amended from time to time with respect to
Additional Certificates.
SECTION 10.4 Sinking Fund Redemption. The City and the Agency acknowledge
that the Term Certificates are subject to mandatory redemption from the Principal Components of
Lease Payments on the dates, at the times and in the amounts provided in Section 310(b) of the
Trust Agreement.
SECTION 10.5 Credit for Amounts on Deposit. In the event of prepayment of all
the Lease Payments in full under this Article 10 and the payment in full of all due and payable
Additional Payments, such that the Trust Agreement shall be discharged by its terms as a result
of such prepayment, all amounts then on deposit in the Lease Payment Fund and the Certificate
Fund shall be credited toward the amounts then required to be so prepaid.
SECTION 10.6 Effect of Prepayment.
(a) In Whole. In the event that the City prepays all remaining Lease
Payments pursuant to Section 10.3 or Section 10.2 hereof and the Certificates are no longer
Outstanding under the Trust Agreement and the City has paid in full all Additional Payments due
hereunder, the City's obligations under this Lease shall thereupon cease and terminate, including
but not limited to the City's obligation to continue to pay Lease Payments hereunder.
(b) In Part. In the event the City prepays less than all of the remaining
Principal Component of the Lease Payments pursuant to Section 10.2 or 10.3 hereof, the amount
of such prepayment shall be applied to reduce the Principal Component of the Lease Payments
corresponding to the resulting prepayment of the Principal Component with respect to the
Certificates and the Additional Certificates.
ARTICLE M
BOND INSURER TERMS
SECTION 11.1 Third Party Beneficiary. The Bond Insurer is hereby deemed to be a
third party beneficiary of this Lease Agreement.
SECTION 11.2 City Payment Requirement. Subject to the provisions of Section 4.10
hereof, the City hereby covenants and agrees to pay all amounts required to be paid by the
Agency under the Trust Agreement.
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SECTION 11.3 Information. The Bond Insurer shall be provided with the following
information:
(i) Annual audited financial statements of the City within 120
days after the end of the fiscal year and the annual budget within 30 days after the
approval thereof;
(ii) upon delivery of the annual audited financial statements of
the City, a certificate of the chief financial officer ofthe City stating that, to the
best of such individual's knowledge following reasonable inquiry, no Event of
Default has occurred, or if an Event of Default has occurred, specifying the nature
thereof and stating in reasonable detail the steps, if any, being taken by the City to
cure such Event of Default;
(iii) Official statement, if any, prepared in connection with the
issuance of additional indebtedness of the City within 30 days of the incurrence
thereof;
(iv) Notice of any failure of the City to make any payment
required under this Lease Agreement within two Business Days after knowledge
thereof;
(v) A full original transcript of all proceedings relating to the
execution of any amendment or supplement to this Lease Agreement;
(vi) Copies of all reports, certificates and notices required to be
delivered by the City pursuant to this Lease Agreement; and
(vii) Such additional information as the Bond Insurer from time
to time may reasonably request.
ARTICLE XII
MISCELLANEOUS
SECTION 12.1 Notices. All notices, certificates or other communications hereunder to
the Agency, the Insurer and City shall be in writing and shall be sufficiently given and shall be
deemed given when delivered or mailed by certified mail, postage prepaid, to the parties listed
below:
If to the City: City of Poway
13325 Civic Center Drive
Poway, California 92064
Attention: City Manager
(619) 679 -4204
Telecopier: (619) 748 -1455
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If to the Agency: Poway Redevelopment Agency
13325 Civic Center Drive
Poway, California 92064'
Attention: Executive Director
(619) 679 -4204
Telecopier: (619) 748 -1455
If to the Trustee: Bank of America National Trust, and Savings Association
333 South Beaudry, 25th Floor #8510
Los Angeles, California 90017
Attention: Corporate Trust. Department
(213) 345 -3990
Telecopier: (213) 345 -1364
If to the Bond Insurer: Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Managing Director - Surveillance
Re: Policy Number
Notice shall also be given to the Rating Agency at the address(es) -then in effect for the Rating
Agency pursuant to Section 908: of the Indenture. Notices to the Trustee shall be given initially
either telephonically or by written. telecommunication and shall then be confirmed in writing
delivered by registered or certified mail, return receipt requested. The Agency, the City and the
Trustee, by notice given hereunder, may designate different addresses to which subsequent
notices, certificates or other communications will be sent.
SECTION 12.2 Binding Effect. This Lease shall inure to the benefit of and shall be
binding upon the Agency and the City and their respective successors and assigns.
SECTION 12.3 Severability. In the event any provision of this Lease shall be held
invalid or unenforceable by a, court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
SECTION 12.4 Execution in Counterparts. This Lease may be executed in any
number of counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument.
SECTION 12.5 Applicable - Law. This Agreement shall be governed by and construed
in accordance with the laws of the State.
SECTION 12.6 Captions. The captions or headings in this Lease are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Lease.
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IN WITNESS WHEREOF, the Agency has caused this Lease to be executed in its name
by its duly authorized officers, and the City has caused this Lease to be executed in its name by
its duly authorized officers, as of the date first above written.
POWAY REDEVELOPMENT AGENCY.
as Lessor
By:
Chairperso
ATTEST:
Secretary,
�1
CITY OF POWAY, as Lessee
i
By:
Mayor
,ATTEST:
City Clerk \
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State of California )
ss.
County of �{ . )
On 4 199.5. before me,
(name, title of officer, e.g., Jane l0oe, Notary Public'
personally appeared L &_�_ )"��c a �
(name(s) of signer(s))
personally known to me —OR—
proved to me on the basis of satisfactory evidence
to be the person whose names) is7ace subscribed to the within instrument and acknowledged to
me that helshehhey— executed the same in histher/their authorized capacityYies,, and that by
hisffter/their signature(N on the instrument the person`s), or the entity upon behalf of which person%,q
acted, executed the instrument.
%y h i &al sea
mv i NotrBY Pb1e.— CettatNSAN 0WQO COUNTY Co mG Etplrsa UP 21,1999 (Signature of Notary)
Capacity claimed by signer: (This section is OP77oNAL.)
10 Individual
❑ Corporate Officer(s):
Partner(s):
:D General ❑
_+ A[torney -in -fact
❑ Trustee(s)
❑ Guardian/Conservator
Other:
Limited
Signer is representing:
Inane of person (s ) or enntvryes
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
PuBL:27190 2 11381 B2345.62
Title or Type
Number of Pages —S /- Dgte of
Signer(s) Other than Named Above
171
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the
City of Poway, a body corporate and politic, is hereby accepted by the undersigned officer or
agent on behalf of the City Council of the City of Poway, pursuant to authority conferred by
resolution of the said City Council adopted on June 20, 1995, and the grantee consents to
recordation thereof by its duly authorized officer.
Dated: ,±,,,�N l Dl D 1995
PUBL27190 211381 B2345.62
CITY OF POWAY
By:
Its: Mayor
• EXHIBIT A •
LEGAL DESCRIPTION OF THE SM 172
No. 1 and 2
CITY HALL OF THE CTTY OF POWAY and BUE DING "C ",'REDEVELOPMENT
AGENCY ADMINISTRATION, LOCATED ON PARCEL F, PARCEL F -1 AND PARCEL
F -Z AS DESCRIBED BELOW:
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA.
COUNTY OF SAN DIEGO, AND IS DECRIBED AS FOLLOWS:
PARCEL F:
THAT PORTION OF T- NORT- °_EAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHI7 14 SOUTH RANGE 2 WEST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE :ITY OF POWAY, COUNTY- OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT. SURVEY, APPROVED
SEPTEMBER `1, 1879, DESCRIBED AS FOLLOWS:
COMMENCIZIG AT TEE SOUTHWEST_ CORNER OF SAID NORT.tM'kST QUARTER OF THE
SOUTHWEST QUARTER; THENCE ALONG THE WESTERLY LINE OF SAID NORTHEAST
QUARTER OF THE SCUTHWEST QUARTER, NORTH 01°21'G0" EAST, 247.90 FEET TO
THE SOUTHWEST CCRNER OF 7-1—v LAND DESCRIBED IN CEED TO WILLIAM M.
MITCHELL, ET AL, RECORD D-ECEMBER 29, _971 A.S. =Il•- NO. 3,03174 OF
OFFICIAL RECORDS; "71=CZ ALONG THE SOUT?_.RLY LINE OF SAID MITCHELL
LAND, SOUTH 89 °09'25 " '..:AST 470.00 FEET TO TK SOU'TEEAST CORNER OF SAID
MITCHELL LAND; 7.5ENCE ALONG THE EASTERLY LINE OF SAID MITCHELL- LAM
AND ITS NORTHERLY PROLONGATION NORTH 01 021'50" EAST, 406.00 FEET TO
THE SOUTHWEST CORNER OF 7ARCEL 71- 0398 -= AS DESCRIBED IN DEED TO THE
COUNTY OF SAN DIEGO, RECORDED MAY 11 1972 AS FILE NO. 119095 OF
OFFICIAL RECORDS; =?ENCE ALONG THE SO= LINE OF SAID PARCEL 71 -0398-
SOUTH 89 010'14 EAST 200.00 FEET. MORE OR LESS, TO THE EASTERLY LINE
OF THE WEST HALF OF SAID ::ORThrAST QUARTZ': OF T'rW SOUTHWEST QUARTER;
THENCE ALONG SAID EASTERLY LINE, NORTH 01°30'15" EAST, 30.00 FEET TO
THE NORTHERLY Ll:aa OF 'H.= SOUTHERLY 683.94 FEET OF SAID NORTHEAST
QUARTER OF THE SOUTHWEST tiJARTER; 71-1ENCE ?SANG SAID NORTHERLY LINE
SOUTH 89 008'30" EAST 662.,06 FEET, MORE OR LESS, TO THE EASTERLY LINE
CF SAID NORTHEAST QUARTER CF T --'E' SOUTHWEST QUARTER. THENCE ALONG SAID
EASTERLY LINE SOUTH 01 054'40" WEST, 283.94 FEET TO A POINT DISTANT
THEREON NORTH 01°54'40 "EAST, 400.00 FEET FROM THE SOUTHEAST CORNER OF
SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; T =CE SOUTHWESTERLY
IN A STRAIGHTrI LINNE TO A POINT ON TfIE WESTERLY LINE OF THE EASTERLY
400.00 FEZT OF SAID NORTY -E-AST QUARTER OF SOUTHWEST QUARTER DISTANT
THEREON NORTH 01 054'40" EAST 200.00 FEET FROM THE SOUTHERLY LINE OF
SAID NORTTEA.ST QUARTER OF --u—r SOUTHWEST QUARTER 'SAID POINT BEING THE
TRUE POINT OF BEGINNING; ^HENCE ALONG SAID WESTERLY LINE, SOUTH
01 054'50" WEST, 200.00 TO T--7 SOUTzM-RLY LINE OF SAID NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER; T=CZ ALONG SAID SOUTHERLY I=,
NORTH 89009'25" WEST TO T r EASTERLY LINE OF THE WEST HALF OF SAID
NORTHEAST QUARTER OF THE SC"'HWEST QUARTER; THENL7Z ALONG SAID EASTERLY
LINE OF '?"r- WEST ::ALF OF NORTF-F-AST QUARTER NORTH 010-29'15" EAST,
683.94 FEET TO THE NORTHERLY LINE OF THE SOUTHERLY 683.94 FEET OF SAID
NORTHEAST QUARTER OF THE SC7-- THWEST QUARTER T:-lENCE ALONG SAID NORTHERLY
LINE SOUTH 89 008'30" EAST, 2270.00 FEET MORE OR LESS TO A POINT THAT
SEARS NORTH O1 054140" EAST FROM T`:S° TRUE POINT Cr BEGINNING; THENCE
CCUT'_-i C' °54' 40" WEST, 483 . =4 F_ET TO THE -=rn POI:.-l' OF BEGINNING.
173
LEGAL DESCRIPTION FOR CITY HALL OF THE CITY_ OF POWAY and BUILDING
"C", REDEVELOPMENT AGENCY ADMINISTRATION, CONTINUED:
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
DIEGO IN DEED RECORDED MAY 29. 1980 AS FILE NO. 80- 172935 OF OFFICIAL
RECORDS.
PARCEL F -l:
AN EASEMENT IN GROSS FOR PERIODIC FIRE FIGHTING; TRAINING PURPOSES,
OVER THE GROUND SURFACE AND THE AIR SPACE ABOVE THE SOUTHERLY 130.00
FEET OF THE EASTERLY 40.00 FEET OF THAT PORTION OF LAND CONVEYED TO
THE COUNTY OF SAN DIEGO IN DEED RECORDED MAY 29, 1980 AS FILE NO.
80- 172935 OF OFFICIAL RECORDS.
PARCEL F -2:
AN EASEMENT AND RIGHT OF WAY FOR INGRESS AND EGRESS OVER THE
SURFACE AND, FOR UTILITY LINES UNDER THE SURFACE OF THE EASTERLY 30.00
FEET OF THE WESTERLY 155.00 FEET OF THAT PORTION OF THE NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH,
RANGE 2 WEST. SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN ON RECORD
OF SURVEY MAP NO. 3966 FILED IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SAN DIEGO. STATE OF CALIFORNIA. JULY'S, 1956 AS FILE NUMBER
92054 OF OFFICIAL RECORDS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER OF
THE SOUTHWEST QUARTER. THENCE ALONG THE SOUTHERLY LINE THEREOF
NORTH 89 009'25" WEST. A DISTANCE OF 669.1 FEET TO THE WESTERLY LINE.OF
THE EAST HALF OF SAID NORTHEAST QUARTER OF THE SOUTHWEST "QUARTER;
THENCE ALONG SAID LINE NORTH 01 '38'15- EAST, A DISTANCE OF 683.94 FEET TO
THE NORTHERLY RIGHT OF WAY LINE OF THAT 60.00 FOOT WIDE STREET KNOWN
AS REMLAP WAY AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 °09'25"
EAST. ALONG SAID NORTHERLY RIGHT OF WAY LINE A DISTANCE OF 328.00
FEET; THENCE LEAVING SAID LINE. SOUTH 01 038'15" WEST, A DISTANCE OF
290.00 FEET: THENCE SOUTH 46 °14'25 "WEST. A DISTANCE OF 71.20 FEET THENCE
NORTH 89 009'25" WEST: A DISTANCE OF 278.00 FEET TO SAID WESTERLY LINE OF
THE EAST HALF OF' SAID NORTHEAST QUARTER: THENCE ALONG SAID LINE
NORTH 01038'15" EAST. A DISTANCE OF 340.00 FEET TO THE TRUE POINT OF
BEGINNING.
EXCEPTING THEREFROM THE SOUTHERLY 25.00 FEET OF THE WESTERLY 155.00
FEET THEREOF.
0
DIO. 3
74
BUILDING "A" AND "B ", ENGINEERING /PLANNING ADMINSTRATION:
Building "A" and "B ", Engineering /Planning Administration located on that certain property
conveyed to the County of San Diego. in Deed recorded May 29, 1980 as File No. 80- 172935 of
Official Records in the office of the County Recorder of San Diego County.
• •
No. 4
175
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO. AND IS DECRIBED AS FOLLOWS:
PARCEL E:
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, APPROVED
SEPTEMBER 11, 1879, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID NORTHEAST QUARTER OF
THE SOUTHWEST QUARTER, THENCE ALONG THE WESTERLY LINE OF SAID
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, NORTH 01 021'50" EAST,
247.90 FEET TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN DEED TO
WILLIAM M. MITCHELL, ET AL., RECORDED DECEMBER 29, 1971 AS FILE
NO. 303174 OF OFFICIAL RECORDS; THENCE ALONG THE SOUTHER LINE OF SAID
MITCHELL LAND SOUTH 89 009'25" EAST, 470.00 FEET TO THE, SOUTHEAST CORNER
OF SAID MITCHELL LAND, THENCE ALONG THE EASTERLY LINE OF SAID
MITCHELL LAND AND ITS NORTHERLY PROLONGATION NORTH 01 021'50 "`EAST,
406.00 FEET TO THE SOUTHWEST CORNER OF PARCEL 71- 0398 -E AS DESCRIBED IN
DEED TO THE COUNTY OF SAN DIEGO, RECORDED MAY 11, 1972 AS FILE NO.
119095 OF OFFICIAL RECORDS: THENCE ALONG THE SOUTH LINE OF SAID
PARCEL 71- 0398 -E. SOUTH 890'10'14" EAST, 200.00 FEET, MORE OR LESS, TO THE
EASTERLY LINE OF THE WEST HALF OF SAID NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER; THENCE ALONG SAID EASTERLY LINE, NORTH 01 °30'15"
EAST 30.00 FEET TO THE NORTHERLY LINE OF THE SOUTHERLY 683.94 FEET OF
SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER; THENCE ALONG SAID
NORTHERLY LINE SOUTH 89 008'30" EAST, 662.86 FEET, MORE OR LESS, TO THE -
EASTERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
AND BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE SOUTH.01 054'40" WEST 283.94 FEET TO A POINT DISTANT THEREON NORTH
01054'40" EAST 400.00 FEET FROM THE SOUTHEAST CORNER OF SAID NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER: THENCE SOUTHWESTERLY IN A
STRAIGHT LINE TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 400.00
FEET OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER DISTANT
THEREON NORTH 01054'40" EAST 200.00 FEET FROM THE SOUTHERLY LINE OF
SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER: THENCE ALONG SAID
WESTERLY LINE NORTH 01054'40" EAST 483.94 FEET TO THE NORTHERLY LINE OF
THE SOUTHERLY 683.94 FEET OF SAID NORTHEAST QUARTER OF THE SOUTHWEST
QUARTER. SAID POINT BEING NORTH 89008'30" WEST, FROM THE TRUE POINT OF
BEGINNING: THENCE SOUTH 89008'30" EAST IN A STRAIGHT LINE TO THE TRUE
POINT OF BEGINNING
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
DIEGO. IN DEED REC`-)RDED MAY 29. 1980 AS FILE NO. 80- 172935 OF OFFICIAL
RECORDS.
0
0
176
LEGAL DESCRIPTION FOR FIRE STATION NO. I CONTINUED:
PARCEL E -l:
AN EASEMENT IN GROSS FOR PERIODIC FIRE FIGHTING, TRAINING PURPOSES,
OVER THE GROUND SURFACE AND THE AIR SPACE ABOVE THE SOUTHERLY 130.00
FEET OF THE EASTERLY 40.00 FEET OF THAT PORTION OF LAND CONVEYED TO
THE COUNTY OF SAN DIEGO IN, DEED RECORDED MAY 29, 1980 AS FILE
NO. 80- 172935 OF OFFICIAL RECORDS.
LNb . 5
FIRE STATION NO. 2 LOCATED ON PARCEL G AS DESCRIBED BELOW: 17
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO. AND IS DECRIBED AS FOLLOWS:
PARCEL G:
THAT PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF
SECTION 30, TOWNSHIP 13 SOUTH RANGE 1 WEST, SAN BERNARDINO BASE AND
MERIDIAN. IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA. ACCORDING TO THE UNITED STATES GOVERNMENT SURVEY
THEREOF, AS DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED
MARCH 22. 1979 AS FILE NO. 79- 118736 OF OFFICIAL RECORDS, AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ROAD SURVEY
NO. 335 (ESPOLA ROAD) AND THE CENTER LINE OF ROAD SURVEY NO. 722 (OLD
COACH ROAD); THENCE ALONG THE CENTER LINE OF SAID ROAD SURVEY
NO. 722, NORTH 5 040'37" EAST 100.78 FEET TO THE TRUE POINT OF BEGINNING;
ALSO BEING AN INTERSECTION WITH THE NORTHEASTERLY RIGHT OF WAY LINE
OF THE SAN DIEGO AQUEDUCT; THENCE LONG SAID AQUEDUCT RIGHT OF WAY
LINE NORTH 37 024'41" WEST; 356.00 FEET; THENCE NORTH 25 °30'00" EAST 241.29
FEET; THENCE SOUTH 64 °30'00" EAST 234.54 FEET TO A POINT IN THE ARC OF A
CURVE. CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1000.00 FEET SAID
CURVE BEING THE CENTER LINE OF SAID ROAD SURVEY NO. 722; THENCE
SOUTHWESTERLY ALONG SAID CENTER LINE AND CURVE THROUGH A CENTRAL
ANGLE OF 19 049'23" A DISTANCE OF 345.98 FEET TO THE SOUTHERLY TERMINUS
THEREOF; THENCE CONTINUING ALONG SAID CENTER LINE SOUTH 5 °40'37" WEST
68.34 FEET TO THE TRUE POINT OF BEGINNING.
0
0
178
No. 6
14415 LAKE POWAY ROAD, VEHICLE MAINTENANCE BUILDING LOCATED ON
PARCEL C PARCEL D AND PARCEL A -1 DESCRIBED BELOW:
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA.
COUNTY OF SAN DIEGO. AND IS DECRIBED AS FOLLOWS:
PARCEL C:
ALL THAT PORTION OF THE, NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 13
SOUTH. RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF
POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 31. AS SHOWN
ON RECORD OF SURVEY MAP NO. 4063, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAID SAN DIEGO COUNTY OCTOBER 31, 1956; THENCE ALONG THE
NORTHERLY LINE OF SAID.SECTION 31. SOUTH 89 00'30" EAST 1532.25 FEETTO THE
NORTHWEST CORNER OF LAND DESCRIBED IN DEED TO POWAY MUNICIPAL
WATER DISTRICT, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF
SAID SAN DIEGO COUNTY MAY 4. 1964 AS DOCUMENT NO'. 79820. IN SERIFS 5,
BOOK 1964 OF OFFICIAL. RECORDS. BEING THE TRUE POINT OF BEGINNING;
THENCE ALONG THE WESTERLY BOUNDARY OF SAID LAND, SOUTH 0 019'30"
WEST 381.00 FEET TO AN ANGLE POINT THEREIN: THENCE LEAVING SAID
BOUNDARY. NORTH 64 059'45 "WEST 275.13 FEET: THENCE NORTH 0 019'30" EAST
1_66.12 FEET TO SAID NORTHERLY LINE OF SECTION 31: THENCE ALONG SAID
NORTHERLY LINE. SOUTH 89 04010" EAST 250.00 FEET TO T_ HE TRUE POINT OF
BEGINNING. THE BASIS OF BEARINGS USED FOR PARCELS B AND C ABOVE IS THE
NORTH LIVE OF THE NORTHEAST QUARTER OF SAID SECTION 31. PER SAID
RECORD OF SURVEY NIAP NO. 463. I.E., "SOUTH 89 040'30 "EAST ".
PARCEL D.
ALL 71AT PORTICN OF THE `,ORTH°..AST QUARTER OF SECTION 31, TOWNSHIP 13,
SOUTH, RANGE I i+nST, SAN 2ERNARDINO MERIDIAN, IN THE CITY OF POWAY,
CCUNTY OF SAN =EGO, STAT°_ CF CALIFORNIA, ACCORDING TO UNITED STATES
'OVERNMENT SURVEY "::ERECT, CESCRIBED AS FOLLOWS:
3EGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 31, AS SHOWN ON
RECORD OF SURVEY >'AP NO. = 063, FT_LED IN THE OFFICE OF THE COMITY
RECORDER CF SAI2 DIE30 COUNTY OCTCEER 31, 1956; THENCE ALONG THE
'TORTI:r,RLY :INE CS SAID SECTTCN 31, SOUTH S9o40' 3.0" EAST, '_282.25 FEET;
T =NCE ZAVING SAID 'TORT:7- _ =:^r SOUTH 00019'30 eTEST, 60.00 FEET
__NCE NCR7l 290=0' =0" WEST, =98.12 FEET TC THE BEGINNING OF A TANGENT
0 0
179
LEGAL:DESCRIPTION FOR LAKE POWAY ROAD, VEHICLE MAINTENANCE
BUILDING CONTINUED:
C: cVE ::--NCAVE _OL:Z= -RLY W7:1G Z, ?.ADIOS OF _56.00 FLAT; THENCE
WESTERLY ?.LONG ARC _AID C'ORVE 7HROUGH A CENTRAL ANGLE OF
200-2010011, A DISTANCE GF = _ . 82 FEET; TF'_..T' ICE TANGENT "_'0 SAID CURVE
SOUTH 69 049'30" EST 84,.52 FEET ^. THE BEGINNING OF A TANGENT CURVE
::CNCAVE NORTHERLY, HAVING :. ?ADIUS OF 244.00 FEET; THENCE WESTERLY
=LONG THE ARC OF SAID CURVE, HROUGH A CENTRAL ANGLE OF 43 000'15" A
DISTANCE OF 183.14 FEET; T?.ENICE TANGENT TO SAID CURVE, NORTH 67 010'15"
:TEST, 63.93 FEET TO THE 3EGINNING OF A TANGENT CURVE, CONCAVE
SOUTHERLY : AVING A RADIUS OF 156.00 FEET; THENCE WESTERLY ALONG THE
ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22 030'15" A DISTANCE OF
51.27 FEET "_'HENCE TANGENT TO SAID CURVE, NORTH 89 040'30" 'ASST, 352.71
FEET; THENCE NORTH 00019'30" EAST, 60.00 FEET TO THE POINT OF
BEGINNING.
XCEPTING THEREFROM ALL THAT = ORTICN LYING WITHIN COUNTY OF SAN DIEGO
ROAD SURVEY NO. 335 ACCORDING TO THE MAP THEREOF ON FILE IN THE'OFFICE
OF THE COUNTY ENGINEER OF SAID SAN DIEGO COUNTY.
PARCEL A -1:
.N EASEMENT AND RIGHT CF WAY IN, UPON, OVER, UNDER AMID ACROSS THE
_ANDS HEREINAFTER DESCRY =ED, TO ERECT, CONSTRUCT, RECONSTRUCT,
REPLACE, REPAIR, :4.4=l AIN :,TD USE A PIPELI.NE OR PIPELI.vES FOR WATER
URPOSES, = NCLIVG BUT :TOT LIMITED TO CONDUITS AND CABLES FOR
TELEPHONE, SIGNAL. POWER :.ND C^,.IMMUNICATION PURPOSES, TO WITH
='HEIR NECESSARY F:: {TRRES AND APPURTENANCES, AND ALSO FOR ROAD PURPOSES
AT SUCH 1OCATIC:TS ;UM = 1EVATIONS UPON, ALONG, OVER AND UNDER THE
EREIIAFT °_R DESCRIBED RIGHT CF WAY AS POWAY MUNICIPAL WATER DISTRICT,
=TS SUCCESSORS AND ASSIGNS, :,AY FROM TIME TO TIME DEEM CONVENIENT AND
NECESSARY, TOGEi —ER WITH 7�.. RIGHT TO CLEAR AND KEEP CLEAR SAID RIGHT
OF WAY FROM RXP:OSIVE, =:7:=jNGS AND STRUCTURES.
NO TREES SHALL B PLANTED -OR 'QELLS DRILLED WITHIN THE 1,24IITS OF SAID
RIGHT OF WAY, NOR SHALL :uNY --NC.REASE OR DECREASE IN' THE EXISTING OR
LTI'URE GROUND FL vATION OF SAID RIGHT OF WAY BE PERMIT= WITHOUT THE
PREVIOUS WRITTEN CONSENT CF =OWAY MUNICIPAL WATER DISTRIC':'. THE OWNER
=ROM TIME "^ I:dE ?':E -RGPERTY -N WHICH SAID RIGHT OF WAY EXISTS
SHALL _AVE THE RIGHT —NDER THE 1- MITATIONS HEREIN SiaTED TO (i)
CCNSTRUCT. IMPRC'ra, REPAIR, MAINTAIN AND DEDICATE ROADS WHICH
= NTERSECT AND C CSS THE RIG.I --F WAY HEREIN DESCRIBED; (ii) CONSTRUCT,
ECONSTRUCT, 7EP =710E, REPAIR. ' ^AINTAIN AND USE UNDERGROUND PIPELINES
0 180
LEGAL DESCRIPTION FOR LAKE POWAY ROAD, VEHICLE MAINTENANCE
BUILDING CONTINUED:
FOR SEWER, WATER AND OTHER CT'LITY PURPOSES WHICH CROSS THE RIGHT OF
:dAY EREIN DESCRIBED; PROVIDED HOWEVER, THAT IN EXERCISING ANY SUCH
R1THT, HE OWNER CF THE PROPERTY T_N WHICH SAID EASEMENT LIES' SHALL NOT
NTERFE.RE WITH ;.NY FACIL :TIES OR IMPROVEIMENTS WHICH MAY BE PLACED IN
SAID RIGHT OF WAY 3Y.POWAY MUNICIPAL WATER DISTRICT, _TS SUCCESSORS
ALM ASSIGNS.
71E PROPERTY CCVERED BY SAID EASEMENT IS MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
THAT PORTION OF 71E NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 13
SOUTH, RANGE 1 "WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT TFW NORTH QUARTER CORNER OF SAID SECTION 31 AS SHOWN ON
RECORD OF SURVEY MAP THEREOF NO. 4063 FILED IN THE OFFICE OF THE
RECORDER -0F SAID SAN DIEGO COUNTY, OCTOBER 31, 1956; THENCE- FASTERLY
ALONG THE NORTHERLY LINE OF SAID SECTION 31, SOUTH 89040'30" EAST
1532.25 FEET; THENCE -LEAVING SAID NORTHERLY LINE SOUTH 00 019'30" WEST
50.00 FEET; THENCE NORTH 8.9040'30" WEST 748.13 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE SOUTHERLY, F.AVING >A RADIUS OF 166:00 FEET;
THENCE WESTERLY ALONG SAID C'.:RVE E9.39 FEET THROUGH A CENTRAL ANGLE OF
20030'00" 7 -HENCE TANGENT TO SAID CURVE SOUTH 69049'30" WEST, 84.52
FEET TO THE BEGINNING OF A 7A,NGENT CURVE, CONCAVE NORTHERLY, HAVING A
RADIUS OF 234.01! FEET; T_SENCE WESTERLY ALONG SAID. CURVE 175.63 FEET
71ROUGH A CENTRAL ANGLE CF 43000'15"; '^F.ENCE TANGENT TO SAID CURVE
NORTH 67010'15" :vnST 63.:3 =EET TO THE BEGINNING OF A TANGENT CURVE,
CONCAVE SOUTHERLY, HAVING A :RADIUS OF 166.00 FEET; IBM WESTERLY
ALONG SAID CURVE 65.20 FEET THROUGH A CENTRAL ANGLE OF 2203015"
THENCE TANGENT TO SAID =RVE NORTH 89♦040'30" WEST 3,52.71 FEET; THENCE
NORTH 000'_9'30" :AST E0.00 FEET TO THE POINT OF BEGINNING, CONTAINING
2.C4 ACRES.
EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN COUNTY OF SAN DIEGO
ROAD SURVEY NO. :35 AS SAID ROAD SURVEY IS FILED IN THE OFFICE OF THE
SURVEYOR CF SAID SAN DIEGO COUNTY.
• •
No. 7 and 8
14445 LAKE POWAY ROAD, OPERATIONS, ADMINISTRATION and WAREHOUSE
and 14446 LAKE' POWAY ROAD. VEHICLE STORAGE FACILITY LOCATED ON
PARCEL A PARCEL A -1 AND PARCEL D DESCRIBED BELOW:
181
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO. AND IS DECRIBED AS FOLLOWS:
WEK604163
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 13
SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF POWAY,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. ACCORDING TO UNITED STATES
GOVERNMENT SURVEY THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 31, AS SHOWN IN
RECORD OF SURVEY MAP THEREOF'NO. 4063 FILED IN THE'OFFICE OF THE
RECORDER OF SAID SAN DIEGO COUNTY OCTOBER 31„ 1956; THENCE EASTERLY
ALONG THE NORTHERLY LINE OF SAID SECTION 31 SOUTH 89040'30"EAST1532.25
FEET TO THE TRUE POINT OF BEGINNING: THENCE CONTINUING ALONG SAID
NORTHERLY LINE SOUTH 89 04010" EAST 663.26 FEET; THENCE LEAVING SAID
NORTHERLY LINE SOUTH:00 019'30" WEST 564.00 FEET; THENCE NORTH 89°40'30"
WEST 265.00 FEET: THENCE NORTH 64 059'45" WEST 438.29 FEET; THENCE NORTH
00 019'30" EAST 381.00 FEET TO THE TRUE POINT OF BEGINNING.
ARC, A -i:
A1N EASEMENT AND =_GHT OF WAY -`T, UPON, OVER, UNDER AND ACROSS THE
LANDS HEREINAF= DES= :2-E-0, .'O ERECT, CONSTRUCT, RECONSTR=,
REPLACE, REPAIR, '- lAINTA: :% ;,,M USE A PIPELINE OR PIPELIIM FOR WATER
FT
RPOSES, NCLU'I:TG =UT NOT LIMITED TO CONDUITS AND CABLES FOR
TELEPHONE, SIGNAL., POWER A= CC14MMICATION PURPOSES, TOGMHER, WITH
':'?SIR NECESSARY ?_: {"=S :;lND APPURTENANCES, AND ALSO FOR ROAD PURPOSES
AT SUCH :OCATIO:TS _AND = = VATIONS UPON, ALONG; OVER AbID' MMEW THE
HEREINAFTER DESCRIBED RIGHT OF WAY AS POWAY MUNICIPAL_WATZEDISTKICT;
ITS SUCCESSORS A.M ASSIMM, .+IAY FROM TIME TO TIME DEEM COSV89ffiT'AND
NECESSARY, '"OGETrR WITH THE RIGHT TO CLEAR AND KEEP CLEAR SAID: RIGHT
OF WAY FROM EXPLOSIVE, = UI=INGS AND STRUCTURES.
NO TREES SHALL =E CR WELLS DRILLED WITHIN THE LZCM OF SAID
RIGHT OF WAY, VCR SHALL ANY _NCREASE OR DECREASE IN THE 'EXISTING OR
FUTURE GROU,7D E_7=0 l Cr SAID RIGHT OF WAY BE PERMITTED WITEOUT THE
PREVIOUS WRITT°.Y CCNSENT CF POWAY MUNICIPAL WATER DISTRICT: THE OWNER
?ROM TIME OF " ._ = ROPERTY IN WHICH SAID RIGHT OF WAY EXISTS
:AL:.r_AVE = r RIGHT ' DER _:.E :IMITATIONS HEREIN STATI3D TO (i )
= C.TSTRUC", =: ^.PRO. , EPAIR. 'nAINTAIN AND DEDICATE ROADS WHICH
TERSECT : aD CROSS _ RL..._ - F :dAY HEREIN DESCRIBED,; (ii) CONSTRUCT,
ECCYSTRUC -, R_r_�,C.D, 3 °A_R, :•Lkl AIDT AND USE UNDERGRO= PIPELINES
0
182
LEGAL. DESCRIPTION FOR 14445 LAKE POWAY ROAD, OPERATIONS,
ADMINISTRATION and WAREHOUSE and 14446 LAKE POWAY ROAD; VEHICLE
STORAGE FACILITY CONTINUED:
F OR SEWER, NAT ? ;uM 0:':�R __ _' 'PURPOSES WHICH CROSS THE RIGHT OF
4AY HEREIN _nESCR:3E1); PROVIDED HOWEVER, , ?.AT IN EXERCISIM ANY SUCH
IGiaT, = CiNNER CF _ROPERTY IN WHIC: SAID EASEMENT LIPS SHALL NOT
NTERFERE WITH ANY FACIL:T.ES OR :MPROVEMENTS WHICH MAY BE PLACED IN
SAID RIGHT OF :'TAY BY POWAY '4UNIC ==AL WAT'..R DISTRICT, ITS SUCCESSORS
AND ASSIGNS.
XE PROPERTY CCTERED BY SAID EASEMENT =S MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTE.R OF SECTION 31, TOftIP3SIP 13
SOUTH, RANGE 1 VEST, SAN BERNARDINO MERIDIAN, IN THE CCU= OF SAN
DIEGO, STATE OF "ZALIFORNIA, DESCRIBED AS FOLLOWS:
"GINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 31 AS -SHOWN ON
RECORD OF SURVEY MAP 77HEREOF NO. 4063 FILED IN THE OFFICE OF THE
RECORDER OF SAID SAN DIEGO CCUNTY, OCTOBER 31, 1956; IRENC6 EASTERLY
ALONG THE NORTHERLY LI17E OF SAID SECTION 31, SOUTH 89 °40.30"' EAST
_532.25 FEET; THENCE LEAVING SAID NORTHERLY VINE 'SOUTH 00 °29'30° WEST
0.00 FEET; THENCE NORTH 89 °40'30" WEST 748.,;13 FEET TO THE BEGIMUNG
OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF'166.00 FEET;
7HE NCE WESTERLY -m LONG SAID 'CURVE 59.39 FEET THROUGH A CENTRAL ANGLE OF
20030'00" T:-:ENCE TANGENT TO SAID C'U'RVE SOUTH 69049'30° WEST, 84.52
FEET TO THE BEGINNING OF =. = ANGENT CURVE, CONCAVE NORTHERLY, HAVING A
RADIUS OF 234.CO FEET; T:-ONCE WESTERLY ALONG SAID CURVE 175.63 FEET
T:?ROUSIA A CENTRAL ANGLE _ _ -3000'115"; THENCE TANGENT TO SAID CURVE
NORTH 67010 "15" WEST 63.33 FEET TO THE BEGINNING OF A TANGENT Cmm,
CCNCAVE SOL":HERLY, HAVING A RADIUS OF 166.00 'FEET; THENCE WESTERLY
`,LONG SAID C'RVJ :3.20 _E_ 220UGS A CENTRAL ANGLE OF 22030'15"
= ?L CE T`,NG�= SAID C'T1c ::ORT? 89040.30" WEST 352.71 FEET; THENCE
NORTH 00Oi9'30" =AST =O.�C FEET TO = PPOINT OF BEGINNING, CONTAINING
2.04 ACRES.
EXCEPTING =RE =Cy ALL - _T ?ORTICN LYING WITHIN COUNTY OF SAN DIEGO
ROAD SURVEY NO. _35 AS SA :D ROAD SURVEY :S FILED IN THE OFFICE.OF THE
SURVEYOR OF SAID CAN DIEGO C_INT ^I.
0 0
183
LEGAL DESCRIPTION FOR 14445 LAKE POWAY ROAD,, OPERATIONS,
ADMINISTRATION and WAREHOUSE and 14446 LAKE POWAY ROAD, VEHICLE
STORAGE FACILITY CONTINUED:
rARCEL D:
ALL THAT _ ORTION OF THE . 70RT :CAST QUARTER OF SECTION 31, TI7f Map 13,
SOUTH, RANGE 1 ;vtST, SAN 2EMNARDINO MERIDIAN, IN THE CIT7 OF pOWAY,
COUNTY OF SAN DIEGO, STATE CF C.'LIF ORNIA, ACCORDING TO UDiI1'HD STATES
OVERNMENT SURVEY 7- TEREOF, CESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARicR CORNER OF SAID SECTION 31, AS 'Sum ON
RECORD OF SURVEY MAP NO. : 063, FILED ITT THE OFFICE OF THE COMM
cZCORDER Cr SAIZ SAN DIEGO :C'U=l - OCTOBER 31, 1956; THMXZ ALONG THE
NORTHERLY LINE CF SAID SECTIC:7 __ SOUTH 89 040'30" EAST, 1282.25 FEET;
: ?s CE LEAVING SAID :TORT: =R-TY LINE SOUTH 00 019130" WEST, 60.00 FEET
= �..NCE NORTH 89040'20" :iEST , -98. i 3 FEET TO THE BEGINNING OF A TANGENT
ZURVE CONCAVE SOU7HERLY _d
Yl:TG A RADIUS OF 156.00 FEET; THENCE
IdEST°..RLY ALONG EE ,SRC 0_ =A::) CURVE THROUGH A CENTRAL ANGLE OF
20030100 ", A DISTANCE OF 55.32 FEET; THENCE TANGENT TO SAID CURVE
SOUTH 69 049'30" :,TEST 84.52 FEET ^0 THE BEGINNING OF A ^.'AS®IT CURVE
= CNCAVE NORTHERLY, RAVING = ADIOS OF 244.00 FEET; THEME WESTERLY
ALONG T'-M ARC OF SAID (7 -R17$, ^'OL'Gri A CENTRAL ANGLE OF 43 000'15° A
DISTANCE OF _83.12 FEET; =^JCE TANGr'SIT' TO SAID CURVE, NORTH 67 010'15"
:ve,ST, 63.93 FEET TO = BEGINNING OF A TANGENT CURVE. CONCAVE
SOUT'F =RLY ' AVING A RADIUS CF _36.00 FEET; THENCE WESTERLY ALONG THE
ARC OF SAID C'-TRVE, 11ZOUGri C =NTRAL ANGLE OF 22 030'15" A DISTANCE OF
:1.27 FEET T -=. CE TANG= T., :AI.-, CMVE, NORTH 89o40' 30" 'A=, 352.71
FEET =CE `TORT:: 0 0." 9 _ = " —AST, 60.00 FEET TO THE ?OINT OF
EGINNING.
: {CEPTI`IG r-REFROM ALL 77-AT __RT'_CN LYING WITHIN COUNT7 OF SAN DIEGO
ROAD SURVEY X70. =.S nOCORDING 7C 7t7Z MAP THEREOF ON FILE IN THE OFFICE
_: T'-T-- CC-M=- ZNG:NEER OF SAID SAN DIEGO COUNTY.
lb. 9 184
13094 BOWRON ROAD - SENIOR CENTER and COMMUNITY PARK (EXCLUDING
PUBLIC POOL) LOCATED ON PARCEL H AND PARCEL I DESCRIBED BELOW:
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA.
COUNTY OF SAN DIEGO. AND IS DECRIBED AS FOLLOWS:
PARCEL H:
ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 13, T. 14 S., R. 2 W., S.B.B. &M, IN THE CITY OF POWAY,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO POWAY ROYAL
MOBILE ESTATES BY DEED FILED AUGUST 7, 1973 AS FILE NO. 73- 218887 OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN
DIEGO COUNTY DESCRIBED AS FOLLOWS:
BEGINNING AT A 3/4 INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13
ACCORDING TO RECORD OF SURVEY MAP NO. 4195; THENCE ALONG THE
NORTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER,
NORTH 89 009'25" WEST. 1.338.34 FEET TO THE NORTHWEST CORNER OF SAID
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER: THENCE SOUTH 00 149'00"
WEST, 868.18 FEET ALONG THE WESTERLY LINE OF SAID SECTION 13: THENCE
LEAVING SAID WESTERLY LINE NORTH 77 040'53" EAST, 17.97 FEET TO THE
BEGINNING OF A TANGENT 227.00 FOOT RADIUS CURVE. CONCAVE
NORTHWESTERLY: THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 410 10'53" A DISTANCE OF 163.16 FEET; THENCE
TANGENT TO SAID CURVE NORTH 36 030'00" EAST, 20.31 FEET TO THE BEGINNING
OF A TANGENT 73.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE
NORTHEASTERLY ALONG THE ARC OF SAID CURVE. THROUGH A CENTRAL
ANGLE OF 30 004'00" A DISTANCE OF 38.31 FEET THENCE TANGENT TO SAID
CURVE NORTH 66 034'00" EAST. 871.70 FEET TO THE BEGINNING OF A TANGENT
373.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY.: THENCE
NORTHEASTERLY ALONG THE ARC OF SAID CURVE. THROUGH A CENTRAL
ANGLE OF 23 °18'00" A DISTANCE OF 151.68 FEET THENCE. TANGENT TO SAID
CURVE NORTH 89 052'00" EAST 201.86 FEET TO A POINT ON`THE EASTERLY LINE
OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13:
THENCE NORTH 01021'50" EAST. ALONG SAID EASTERLY LINE 340.14 FEET MORE
OR LESS TO THE POINT OF BEGINNING.
PARCEL I:
THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHIP 1.1 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN.
IN THE CITY OF POWAY. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO OFFICIAL PLAT THEREOF, AS DESCRIBED IN CERTIFICATE OF
185
LEGAL DESCRIPTION FOR 13094 BOWRON ROAD - SENIOR CENTER and
COMMUNITY PARK (EXCLUDING PUBLIC POOL) CONTINUED-
COMPLIANCE RECORDED AUGUST 19, 1977 AS FILE NO. 77- 340769 OF OFFICIAL
RECORDS AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER.
THENCE SOUTH 00 049'00" WEST, ALONG THE WESTERLY LINE THEREOF 614.99
FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 °08'30" EAST, 1,315.15
FEET TO A POINT IN A LINE THAT IS 30.00 FEET WESTERLY OF AND PARALLEL
WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER; THENCE SOUTH 01 021'50" WEST. ALONG SAID PARALLEL LINE 59.93
FEET TO A POINT IN THE NORTHERLY LINE OF THAT LAND CONVEYED TO THE
POWAY UNION SCHOOL DISTRICT, FILED AUGUST 14, 1959'IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY AS BOOK 7828, PAGE 296 OF OFFICIAL
RECORDS: THENCE ALONG SAID NORTHERLY LINE, NORTH 89 009'25" WEST, 630.00
FEET TO A POINT IN THE WEST LINE OF SAID POWAY UNION SCHOOL LAND,
THENCE SOUTH 01021'50" WEST, ALONG SAID WEST LINE, 653.00 FEET TO A POINT
IN THE SOUTHERLY LINE OF SAID NORTHWEST QUARTER; THENCE NORTH
89 009'25" WEST ALONG SAID SOUTHERLY LINE, 678.34 FEET TO A POINT IN THE
WESTERLY LINE OF SAID SECTION 13; THENCE NORTH 00 149'00 EAST ALONG
SAID WESTERLY LINE, 7.13.25 FEET TO THE TRUE POINT OF BEGINNING.
9 0
I:k
No. 10
13094 BOWRON ROAD, CITY AUDITORIUM LOCATED ON PARCEL I AS
DESCRIBED BELOW:
THAT LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA.
COUNTY OF SAN DIEGO, AND IS DECRIBED AS FOLLOWS:
PARCEL I:
THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN,
IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO OFFICIAL PLAT THEREOF, AS DESCRIBED IN CERTIFICATE OF
COMPLIANCE RECORDED AUGUST 19, 1977 AS FILE NO. 77- 340769 OF OFFICIAL
RECORDS AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER,
THENCE SOUTH 00 049'00" WEST, ALONG THE WESTERLY LINE THEREOF 614.99
FEET TO THE TRUE POINT OF BEGINNING: THENCE SOUTH 89 °08'30" EAST, 1,315.15
FEET TO A POINT IN A LINE THAT IS 30.00 FEET WESTERLY OF AND PARALLEL
WITH THE EASTERLY LINE OF SAID NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER: THENCE SOUTH 01 °21-'50" WEST, ALONG SAID PARALLEL LINE 59.93
FEET TO A POINT IN THE NORTHERLY LINE OF THAT LAND CONVEYED TO THE
POWAY UNION SCHOOL DISTRICT, FILED AUGUST 14, 1959 IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY AS BOOK 7828. PAGE 296 OF OFFICIAL
RECORDS: THENCE ALONG SAID NORTHERLY LINE, NORTH 89 °09'25" WEST, 630.00
FEET TO A POINT IN THE WEST LINE OF SAID POWAY UNION SCHOOL LAND,
THENCE SOUTH 01 °21'50" WEST, ALONG SAID WEST LINE. 653.00 FEET TO A POINT
IN THE SOUTHERLY LINE OF SAID NORTHWEST QUARTER: THENCE NORTH
89 009'25" WEST ALONG SAID SOUTHERLY LINE, 678.34 FEET TO A POINT IN THE
WESTERLY LINE OF SAID SECTION 13: THENCE NORTH 00 °49'00" EAST ALONG
SAID WESTERLY LINE. 713':25 FEET TO THE TRUE POINT OF BEGINNING.
EXHIBIT B
SCHEDULE OF LEASE PAYMENTS
LEASE
PAYMENT DATE
(fifteen Business
Days before
each of the
following PRINCIPAL INTEREST
dates) COMPONENT COMPONENT
187
PERIOD TOTAL FISCAL TOTAL
07/13/95
$
$ -
$
02/01/96
305,005.83
305,005.83
08/01/96
375.000.00
242,925.00
617,925.00
02/01/97
-
235,237.50
235,237.50
08/01/97
415,000.00
235,237.50
650,237.50
02/01/98
-
226,315.00
226,315.00
08/01/98
435,000.00
226,315.00
661,315.00
02/01/99
-
216,527.50
216,527.50
08/01/99
455,000.00
216,527.50
671,527.50
02101100
-
206,062.50
206,062.50
08/01/00
475,000.00
206,062.50
681,062.50
02/01/01
-
194,543.75
194,543.75
08/01/01
500,000.00
194,543.75
694,543.75
02/01/02
-
182,293.75
182,293.75
08/01/02
520,000.00
182,293.75
702,293.75
02/01/03
-
169,293.75
169,293.75
08/01/03
550,000.00
169,293.75
719,293.75
02/01/04
-
155,268.75
155,268.75
08/01/04
575.000.00
155,268.75
730,268.75
02/01/05
-
140,318.75
140,318.75
08/01/05
610,000.00
140,318.75
750,318.75
02/01/06
-
124,153.75
124,153.75
08/01/06
640,000.00
124,153.75
764,153.75
02/01/07
-
106,873.75
106,873.75
08/01/07
670,000.00
106,873.75
776,873.75
02/01/08
-
88,448.75
88,448.75
08/01/08
710,000.00
88,448.75
798,448.75
02/01/09
-
68,568.75
68,568.75
08/01/09
750,000.00
68,568.75
818,568.75
02/01/10
-
47,006.25
47,006.25
08/01/10
795,000.00
47,006.25
842,006.25
02/01/11
-
24,150.00
24,150.00
08 /01 /11
840,000.00
24,150.00
864,150.00
TOTALS: 9,315,000.00 $ 4,918,055.83 $14,233.055.83
PUBL:27190 4 11381 B2345.62 B -1
922,930.83
885,475.00
887,630.00
888,055.00
887,125.00
889,087.50
884,587.50
888,587.50
885,537.50
890,637.50
888,307.50
883,747.50
886,897.50
887,137.50
889,012.50
888,300.00
$14,233.055.83
.a
0
EXHIBIT C
LEASE SUPPLEMENT
0
1
There is hereby subjected to the terms of that certain Lease.Agreement (the "Lease "), dated
as of July 1, 1995, between the Poway Redevelopment Agency (the "Agency ") and the City of
Poway, California (the "City") the following real property [and improvements, if applicable] (the
"Substituted Property") which shall hereafter comprise the Site, as defined therein:
Description of Substituted Property:
Certification
I, the Authorized Representative of the City, hereby certify that:
(1) the useful life of the Substituted Property at least equals the remaining Term of the
Lease; and
(2) the fair rental value of the Substituted Property is such that no reduction of Lease
Payments will occur upon the delivery of the Substituted Property and the portion of the Lease
Payments and Additional Payments attributable to the Substituted Property does not exceed the fair
rental value for the Substituted Property; and
(3) the Substituted Property will be used by the City for authorized public purposes, can
be leased under the provisions of the Lease and the Permitted Encumbrances thereon will not
materially impair the City's use of the Site;
(4) the City will cause Exhibit A to the Lease and Exhibit A to the Site Lease and the
Assignment Agreement (each as defined in the Lease) to be amended to reflect the Substituted
Property and will have such amendments recorded for the Substituted Property and the previous Site
in the City of Poway recorder's office;
(5) all of the documents required to be delivered under Section 3.6 of the Lease in
connection with the provision of the Substituted Property have been delivered. The undersigned
hereby certifies that it has received copies of the documents required pursuant to Section 3.6 of the
Lease; and
(6) the Site now consists of the Substituted Property set forth in Exhibit 1 hereto and
Exhibit B to the Lease is hereby deemed to be deleted in its entirety and replaced by Exhibit I
hereto, and the schedule of Lease Payments is set forth in Exhibit 2 hereto and Exhibit B to
the Lease is hereby deemed to be amended to incorporate the schedule of Lease Payments set forth
in Exhibit 2 hereto.
PUBL:27190 41138182345.62 C -1
•
:'
" the Authorized Representative of the City, hereby certify that the Substituted Property will
be leased to the Agency free and clear of all liens or claims of others, except for the lien of the Trust
Agreement referred to in the Lease and the rights of the City under the Lease, and that the Agency
will not encumber title to the Substituted Property while the Certificates and Additional Certificates
remain outstanding.
The Undersigned Acknowledges
Receipt of this Supplement:
as assignee of the Lessor
a
Title
rue1:27190_41138IB2345.62 C -2
CITY OF POWAY, as Lessee
M
Title
0 0 190
EXHIBIT 1
DESCRIPTION OF SUBSTITUTED PROPERTY
PUBL:2719041 138 1 62345.62 C -3
0 0
191
EXHIBIT 2
AMENDED SCHEDULE OF LEASE PAYMENTS
vusL:27190 411381 82345.62 C-4