Lease Agreement 1995-0420705RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
STRADLING, YOCCA, CARLSON & RAUTH
660 Newport Center Drive
Suite 1600
Newport Beach, California 92660
Attn: Denise E. Hering, Esq.
0 11995-0420705
2 EP -1995 03 =09 PM
OFFICIAL..RECOM
SON DIEOR COM, RECORDER'S OFFICE
GREGORY SHITH'o COWTY RECORDER
8,88 FEES. 0.00
[Space above'for Recorder]
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 September 1, 1995
Relating to
$31,770,000
1995 REFUNDING CERTIFICATES OF PARTICIPATION
(CITY OF POWAY 1991 CAPITAL; IMPROVEMENT PROJECT-
POWAY ROYAL MOBILEHOME PARK)
MM
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND EXHIBITS
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 ..... 4
SECTION 2.2 Representations, Covenants and Warranties of the Agency ... 5
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
SECTION 4.3
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
Lease ....................................
SECTION 4.2
Term ..... ...............................
SECTION 4.3
Extension of Lease Term ........................
SECTION 4.4
Lease Payments ............................
SECTION 4.5
No Withholding ............................
SECTION 4.6
Fair Rental Value ............................
SECTION 4.7
...............
Budget and Appropriation ......................
SECTION 4.8
Assignment of Lease Payments ...................
SECTION 4.9
Use and Possession ..........................
SECTION 4.10
Abatement of Lease Payments and Additional. Payments ....
SECTION 4.11
Additional Payments ..........................
SECTION 4.12
Net- Net -Net Lease ...........................
PUBL:27201 41138JR2345.52
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890
ARTICLE V
INSURANCE
SECTION 5 +.1
Public Liability and Property Damage ...............
13
SECTION 5':2
Worker's Compensation .......................
14
SECTION 53
Hazard Insurance ...........................
14
SECTION 5.4
Rental Interruption Insurance ....................
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 ..................... 16
ARTICLE VII
COVENANTS WITH RESPECT TO THE SITE
SECTION 7.1
Use oPthe Site .............................
18
SECTION 7.2
Leasehold interest in the Site ....................
18
SECTION 7.3
Option to, Prepay Lease Payments .................
18
SECTION 7.4
Quiet Enjoyment ............................
18
SECTION 7.5
Installation of City's Personal Property ......... I ....
19
SECTION 7.6
Access to the Site ...........................
19
SECTION 7.7
Maintenance, Utilities, Taxes and Assessments .........
19
SECTION 7,.8
Modification of the Site ........................
20
SECTION 7.9
Liens ..... ...............................
20
SECTION 7.10
Agency's Disclaimer of Warranties ................
20
SECTION 7.11
City's Right to Enforce Warranties of Manufacturers,
Vendors or Contractors ........................
21
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
SECTION 8.1 Assignment by the Agency ...................... 21
SECTION 8.2 Assignmentand. Subleasing by the City .............. 21
SECTION 8.3 Amendments and Modifications ................... 22
ruBL:27261_41138182345.52 ii
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ARTICLE IX
EVENTS OF DEFAULT AND'.REIvIED1ES
SECTION 9.1
Defaults and Remedies ........................
22
SECTION 9E2
Waiver .... ...............................
26
SECTION 9.3
No Remedy Exclusive .........................
26
SECTION 9.4
Agreement to Pay Attorneys Fees and Expenses ..........
26
SECTION 9.5
No Additional Waiver Implied by One Waiver ..........
26
SECTION 9.6
Application of the Proceeds Following Default .........
26
SECTION 9.7
Trustee and Certificate Owners to Exercise Rights .......
26
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION
10.1
Security Deposit ........ ....................
27
SECTION
10.2
Extraordinary Prepayment From Net Proceeds ..........
27
SECTION'10.3
111.3
Optional. Prepayment .......... .:..............
27
SECTION
10.4
Sinking Fund Redemption .......................
28
SECTION
10.5
Credit for Amounts on Deposit .. ..................
28
SECTION
10.6
Effect of Prepayment .........................
28
ARTICLE XI
BOND INSURER TERMS
SECTION
11.1
Third Party Beneficiary ........................
28
SECTION
11.2
City Payment Requirement ......................
28
SECTION
111.3
Information ...............................
28
ARTICLE XII
MISCELLANEOUS
SECTION 12.1 Notices ... ...............................
29
SECTION 12.2 Binding Effect .............................
30
SECTION 12.3 Severability ...............................
30
SECTION 12.4 Execution in,Counterparts ......................
30
SECTION 12.5 Applicable Law .............................
30
SECTION 12.6 Captions .. ...............................
30
Exhibit A - Description of the Site .............................
A -1
Exhibit B - Schedule of:Lease Payments .........................
B -I
Exhibit C - Lease Supplement ...............................
C -1
PUBL:27201_4 11391 82345.52 iii
REP
LEASE AGREEMENT
THIS LEASE,AGREEMENT',, dated as,of September 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 thelCITY 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 ");
WITNESSETH:
WHEREAS, pursuant to the ,Government Code of the State of California, the City may
enter into leases andragreements 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 $28,300,000 1991 Certificates of Participation
(City of Poway Capital Improvement Project), 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 EXffiBITS
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 $31,770,000 1995 Refunding Certificates of Participation (City
of Poway 1991 Capital Improvement Project —Poway Royal Mobilehome Park), 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 any similar) 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,
vueu27201 4113E 1 B2345.52 2
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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) that certain Memorandum of Affordable. Housing Covenants recorded in the
Offices of the Recorder*of San Diego County on orbefore.the date,hereof;'(7) +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 (8) 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.
'Proiect" 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, including all improvements thereto, 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.
"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.
voaL: 27201_41138162345.52
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REPRESENTATIONS,
0 895
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 OrIzanization and Existence. The City is a municipal corporation,
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 laws 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 Lease, and shall
reimburse any such Indemnified Parry 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
PusL:27201_41138 1 82345.52 4
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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
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 or the Project,
(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 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 political
subdivision of the State, 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
PUBL:27201_411381 62345.5' 5
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limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles affecting the rights of creditors generally.
(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 °parry 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
TrusrAgreement 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
PUHL:2720 1 _4 1 138 1 e2345.52 6
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dissolve or otherwise dispose of all of,substaniially 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 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 theDelivery 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 September 20, 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 ptescribed by law with respect to the Project, including, without
limitation, Sections 201.10 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-froru 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 the
Certificates or 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
PUB1.:27201 411381 B2345.52 7
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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
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 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 County.
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,
rueL:27201_51138[ B2345.52 8
0 0 900
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 s. 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
may reasonably be required for correcting any inadequate or incorrect, description of the Site
hereby leased or intended so to be orfor 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 im said Site pursuant to theiSite 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, 2028, 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) Prepa,yment: The optional prepayment of all Lease Payments in
accordance with Section 103 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 deemed Outstanding under the Trust Agreement.
SECTION 4.3 Extension of Lease Term. The Term of this Lease may be extended
up to August 1. 2038. 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, 2038.
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SECTION 4.4 Lease Payments.
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(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 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.
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SECTION 4.6" Fair Rental Value. The Lease Payments and the Additional Payments
(as defined in.SectionA.11 hereon 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 located on the land described in 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 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 Citv.
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
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hereby directs the City, and the City hereby agrees, to,pay to the Trustee at the Trustee's
corporate trust office, of -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,P,ayments 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.
SECTION 4.10 Abatement of Lease Payments and Additional Payments. Except
to the extent that proceeds ofthe 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 Citv 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.(exceptthe Reserve Account) or the
Lease Payment Fund or from rental interruption insurance. to pay the amount which would'
otherwise be abated, in which evenuthe 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 Pavments") 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,
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salaries and wages,of employees, all expenses, compensation,_ and indemnification of the Trustee
payable:by the Agency under the Trust Agreement „all amounts due to the:Insurer 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 itin 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'statemenrcertifying 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
although exercise of such right shall in no 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 beldeemed 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 serforth 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
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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 52 Worker's Compensation. The City shall, also maintain worker's
compensation insurance issued.bya 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 her 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.
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 & PooCs 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 at commercially reasonable rates. Said policy or policies shall be
maintained in an amount not less than the full replacement value of the Site, subject to a
"deductible: clause" not to exceed one hundred thousand dollars ($100,000) for any one
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
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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 Southern California Joint Powers Insurance Authority 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) )moment 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.
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 Site or 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 i.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 5.4 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 insured or loss payee.
(b) Pavment 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 FSA
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consent, 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 effect
that 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 I 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 thatsuch substitute method or plan has been implemented. The Trustee shall be
fully protected in relying mthe certificate provided in accordance with this Section 5.6(e)
and shall not be responsible for the review of such certificate or verification that such
recommendation, has been implemented.
The City shall provide adequate reserves to cover the.amountof 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.
FVII V[711wldI
DAMAGE, DESTRUCTION AND EMINENT' DOMAIN;
USE OF NET PROCEEDS
SECTION 6.1 Application of Net Proceeds.
(a) Deposit in Insurance and Condemnation, 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, if any, 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, fordeposit in the Insurance and Condemnation Fund.
(b) Disbursement for Replacement or Repair of the Site. Upon receipt of the
prior written consenvof the Insurer, the certification described in paragraph (1) below and
the requisition described in paragraph (2) below, the Trustee shall disburse moneys in the
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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:
(i) 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'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 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.
(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 sufficient Lease 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
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redemption ofthe.Certific_ates 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 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 orlthe 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.
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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 anytime; rop vided 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 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 Chances. 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 anv 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
PUBL:27201_411381 B2345.52 19
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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 ofthe 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 rnade 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 remaiwagainst 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,. 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 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 discharge' or. remove any such mortgage,
pledge, lien, charge, encumbrance or claim, if the same shall arise at any time; Qrovided,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 order to 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
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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 remedy 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.
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
SECTION 8.1 Assignment by the Agency. Except as expressly provided herein, in
the Assignment Agreement 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.
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(b) Sublet The City may sublease any portion otZfte Site, with the prior
written consent of the Trustee as assignee of the Agency and the Insurer, subject to all of
the following conditions:
(i) 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; and
(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 be 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.
The provisions of this Section 8.2 shall not apply to the rental of mobilehome park spaces
for residential use in the ordinary course of the City's business. The City is expressly authorized
to lease mobilehome park spaces in accordance with the intended purposes of the park, without
the prior consent of the Agency, the Trustee or the Insurer.
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.
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, subject to the limits on acceleration
set forth herein. Upon anv such default, the Agency, in addition to all other rights
PUBL:27201_511381B2345.52 22
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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 to re -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
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 the manner provided for in
subparagraph (1) 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 amounts 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
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in the Agehcy'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 iwpossession
thereof and all personal property whatsoever situated upon the Site.and,to place such
personal property °in storage in 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 evenrof such re -entry without effecting -a surrender of this Lease, and
further agrees that no acts of the 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- lettings 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 conveysand 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.
(b) If (1) the City's interest in this Lease or any partthereof be assigned or
transferred, either voluntarily or by operation of law or otherwise, without the priorwritten
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 eztension.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 areceiver 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.
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SECTION 9.2 Waiver. Failure of the Agency to take advantage of any default on the
part of the City shall not be, or be construed as, a waiver' thereof;, -nor shall.any custom or
practice which may grow up between the parties in the course.of`administering! this instrument be
construed to waive or to lessen the right of the Agency to insist upon performance by the City of
any term, covenant or condition hereof, or to exercise any rights given the Agency on account of
such default. A waiver of a particular default shall not be deemed to be a waiver of the same or
any subsequent default. The acceptance of rent hereunder shall not be, or be construed to be, a
waiver of any term, covenant or condition of this Lease.
SECTION 9.3 No Remedy Exclusive. No remedy conferred herein upon or reserved
to the Agency is'intended to be exclusive and every such remedy shall .be cumulative and shall be
in addition to every other remedy-given under this Lease or now or hereafter existing at law or in
equity. In order to entitle the Agency to,exercise any remedy reserved to it in this Article it shall
not be necessary to give any notice, other than such notice as maybe required in this Article or
by law,
SECTION 9.4 :agreement to Pay Attorneys Fees and Expenses. In the event either
party to this Lease should default under any of the provisions hereof,and the nondefaulting party
should employ attorneys or incur other expenses for the collection, of'moneys or the enforcement
of performance or observance of any obligation or agreement on the part of the defaulting party
contained herein, the defaulting party agrees that it will pay on demand to the nondefaulting party
the reasonable fees and disbursements of such entity's attorneys and such other expenses so
incurred by the nondefaulting party.
SECTION 9.5 No Additional Waiver Implied by One Waiver. In the event any
agreement contained in this -Lease should be breached by either party and thereafter waived by
the other party, such waiver shall be limited to the particular breach. so waived and shall not be
deemed to waive any other breach hereunder.
SECTION 9.6 Application of the Proceeds Following Default. All amounts
received by the Agency under this Article 9 (other than fees and, expenses under
Section 9.4 above) shall be deposited by the Trustee in the Lease Payment Fund for application
in accordance with Section 504 of the Trust Agreement.
SECTION 9.7 Trustee and Certificate Owners to Exercise. Rights. Such rights and
remedies as are given to the Agencv under this Article 9 have beewassigned 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:Bond
Insurer, the Certificate Owners and owners of any Additional Certificates as provided in Article
V of the 'Trust Agreement.
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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 10010) 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 Citv and the Agency hereby agree that such proceeds shall be credited towards
the Citv'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 prepav 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
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
Puai.27201 41 138162345.52 27
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the Trust Agreement as such Section 310(c) maybe amended. froin 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 butnot 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 XI
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.
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;
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(ii) upon delivery of the annual audited financial statements of
the City,..a certificate of the chief financial officer of the 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 Bond 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
If to the Agency: Poway Redevelopment, Agency
13325 Civic, Center Drive
Poway, California 92064
Attention: Executive Director
(619) 679 -4204
Telecopier: (619) 748 -1455
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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.
vusu27201_41 138 1 B2345.52 30
922
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:
Its: Chairperson
ATTEST:
Secretary
CITY OF POWAY, as Lessee
By:
Its: Mayor
ATTEST:
),_ i
City Clerk
PUBL.'27201_31138IB2345.52 31
r
0 923
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: September 21, 1995 CITY OF POWAY
sy:
Its: Mayor
vueL:27201_3i 1381112345.52
0
924
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Poway Royal Mobilehome Park with:a' total of 399 spaces, recreational and community buildings,
parking and storage lots, and landscaping located on the property described below:
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
ALL OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF SECTION 13,
TOWNSHIP 14 SOUTH. RANGE? ,2 WEST, SAN BERNARDINO -MERIDIAN, IN THE
COUNTY OF SAN DIEGO. STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF (INCLUDING THAT PORTION OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SAID SECTION 13 KNOWN AS PARCEL "A" OF THE
MAP OF REVERSION TO ACREAGE OF A PORTION OF RUSS ESTATES UNIT NO. 2,
ACCORDING TO MAP THEREOF NO. 5027, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, AUGUST 30, 1962.
EXCEPTING THEREFROM THAT PORTION OF THE SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 13, LYING NORTHERLY AND
NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE:
COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13;
THENCE ALONG THE EASTERLY LINE OF SAID SOUTHWEST QUARTER, NORTH
01 °54'40" EAST. 366.45 FEET TO THE CENTER LINE OF THE POWAY CREEK
CHANNEL AS LOCATED IN MARCH 1971: THENCE ALONG SAID CENTER LINE AS
FOLLOWS:
SOUTH 89 052'00" WEST. 115.28 FEET TO THE BEGINNING OF A TANGENT 115.28
FOOT RADIUS CURVE. CONCAVE SOUTHEASTERLY; SOUTHWESTERLY ALONG THE
ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF =44 638'02" A DISTANCE OF
155.80 FEET AND TANGENT TO SAID CURVE SOUTH 45 013'58" WEST, 213.31 FEET
TO THE WESTERLY LINE OF THE EASTERLY 400.00 FEET OF SAID SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER AND
BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID
CENTER LINE AS FOLLOWS:
SOUTH 45 013'58" WEST. 466.38 FEET TO THE BEGINNING OF A TANGENT 250.00
FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY, SOUTHWESTERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44 038'02 "A DISTANCE
OF 194.75 FEET AND TANGENT TO SAID CURVE SOUTH 89 052'00" WEST 443.00 FEET
PUBL:272_01_4I 138182345.52 EXHIBIT A -1
! 925
TO THE WESTERLY LINE OF THE SOUTHEAST QUARTER OF "THE SOUTHWEST
QUARTER OF SECTION 13.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE SOUTHEAST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST,
SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN,DIEGO, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF LYING
SOUTHEASTERLY OF THE CENTER LINE OF ROAD SURVEY NO. 1587 -3 AS
DESCRIBED IN DEED TO COUNTY OF SAN DIEGO, RECORDED AUGUST 24, 1971 AS
FILE NO. 189667 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF
SAN DIEGO BY DEED RECORDED APRIL 13, 1976 AS FILE NO. 76- 108156 OF
OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT A 314 INCH IRON PIPE MARKING THE NORTHEAST CORNER OF SAID.
SOUTHWEST n TARTER 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 °49'00"
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 41010'53", 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 23 018'00" A
DISTANCE OF 151.68 FEET: THENCE TANGENT TO SAID CURVE, NORTH 89 152'00"
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 2:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC ROAD PURPOSES OVER AND
ACROSS THE WESTERLY 40.00 FEET OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER AND THE WESTERLY 40.00 FEET OF THE NORTHWEST
QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN,
IN THE COUNTY OF SAN DIEGO. STATE OF CALIFORNIA, ACCORDING TO
OFFICIAL PLAT THEREOF.
PUB1..27201_4 1381 B234552 EXHIBIT A -2
• EXHIBIT B
926
SCHEDULE OF LEASE PAYMENTS
LEASE
PAYMENT DATE
(fifteen Business
Days before
each of the
following PRINCIPAL INTEREST
dates) COMPONENT COMPONENT PERIOD TOTAL FISCAL
TOTAL
02/01/1996
S 45.000.00
776,360.94
821,360.94
08/01/1996
50,000.00
930,811.88
980,811.88
1,802,172.82
02/02/1997
929.899.38
929,899.38
08/01/1997
929,899.38
929;89938
1,859,798.76
02/01/1998
929,899.38
929;89938
08/01/1998
929,899.38
929,899.38
1,859,798.76
02/01/1999
10.000.00
929,899.38
939,899.38
08/01/1999
15.000.00
929,689.38
944,689.38
1,884,588.76
02/01/2000
50.000.00
929,374.38
979;374.38
08/01/2000
50.000.00
928,286.88
978;286:88
1,957,661.26
02/01/2001
90,000.00
927,199.38
1,017,199.38
-
08/01/2001
95.000.00
925,174.38
1,020,174:38
2,037,373.76
02/01/2002
135,000.00
923,036.88
1,058;036:88
08/01/2002
140,000.00
919;898.13
1,059,898.13
2,117,935.01
02/0112003
145.000.00
916.643.13
1,061,643.13
08/01/2003
150.000.00
913,163.13
1,063,163.13:
2,124,806.26
02/01/2004
195.000.00
909,565.13
1,104,563':13
08/01/2004
195.000.00
904,736.88
1,099,736.88
2,204,300.01
02/01/2005
245.000.00
899,910.63
1,144;910.63
08/01/2005
250.000.00
893,663.13
1,143,663.13
2,288,573.76
02/61/2006
325.000.00
887,288.13
1,212,288..13
08/01/2006
320.000.00
878,756.88
1,198,756.88
2,411,045.01
02/01/2007
335.000.00
870,356.88
1,205,356.88
08/01/2007
340.000.00
861,311.88
1,201,311.88
2,406,668.76
02/01/2008
355.000.00
852,131.88
1,207,131.88
08/01/2008
360,000.00
842,280.63
1,202,280.63
2,409,412.51
02/01/2009
375.000.00
532,290.63
1,207;290.63
08/01/2009
380.000.00
821,275.00
1,201,275.00
2,408,563.63
02/01/2010
400.000.00
810,112.50
1,210,112.50
08/01/2010
400..000.00
798,362.50
1,198,362.50
2,408,475.00
02/01/2011
425.000.00
786,612.50
1,211;612,50
08/01/2011
425.000.00
774,128.13
1,199,128.13
2,410,740.63
02/01/2012
445.000.00
761.643.75
1,206,643.75
08/01/2012
455.000.00
748.571.88
1,203,571.88
2,410,215.63
02/01/2013
475.000.00
735,206.25
1,210,206.25
08/01/2013
475.000.00
72 1.253.13
1,196,253.13
2,406,459.38
02/01/2014
500,000.00
707,300.00
1,207,300.00
-
ruBL:27201_41138162345,5-
- EXHIBIT B -1
08/01/2014
510,0000
692,612.50
1,202,612.0
2,409,912.
02101/2015
530:000'.00,
677,631.25
1,207;631.25
08/01/2015
540.000.00
662,062.50
1,202,062.50
2,409,693.75
02/01/2016
565,000:,00
646,200.00
1,211,000.00
08/01/2016
570.000':'00
629,250.00
1,1991250.00
2,410,450.00
02/01/2017
605,000.00
612,150.00
1,217;150.00
08/01/2017
600.000.00
594,000.00
1,194;000.00
2,411,150.00
02/01/2018
635.000.00
576.000.00
1,211,000.00
08/01/2018
640,000:00
556.950.00
1,196;930.00
2,407,950.00
02/01/2019
680.000.00
537,750.00
1,217,550.00
08/01/2019
675,000.00
517,350.00
1,192,330.00
2,410,100,00
02/01/2020
715.000.00
497,100.00
1,212,100.00
08/01/2020
720.000.00
475,650.00
1,1951650.00
2,407,750,00
02/01/2021
765.000.00
454,050.00
1,219;050.00
08/01/2021
760.000.00
43'1,100.00
1,191,100.00
2,410.150.00
02/01/2022
805.000.00
408,300.00
1,213,300.00
08/01/2022
810;000.00
384,150.00
1,194,150.00
2,407,450.00
02/01/2023
855.000.00
359,850.00
1,214,850.00
08/01/2023
360,000.00
334,200.00
1,194,200.00
2,409,050.00
02/01/2024
910,000.00
308,400.00
1,218;400.00
08/0112024
910.000.00
281,100.00
1,191,100.00
2,409,500.00
02/01/2025
965,000.00
253,800.00
1,218,800.00
08/01/2025
965,000.00
224,850.00
1,189,850.00
2,408,650.00
02/01/2026
1,025.000.00
195,900.00
1,220;900.00
08/01/2026
1.025,000.00
165,150.00
1,190,150.00
2,411,050.00
02/01/2027
1.090.000.00
134,400.00
1,224,400.00
08/01/2027
1.085.000.00
101,700.00
1,186,700.00
2,411,100.00
02/01/2028
1.150,000.00
69,150.00
1,219,150.00
08/01/2028
1.155,000.00
34,650.00
1,189,650.00
2,408,800.00
PUBL 27201_41138 1 83345.52 EXHIBIT B -2
0
EXHIBIT C
LEASE SUPPLEMENT
0 928
There is hereby subjected to the terms of that certain Lease Agreement dated as of
September 1, 1995 (the "Lease "), by and 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 I hereto and
Exhibit B to the Lease is hereby deemed to be deleted in its entirety and replaced by Exhibit 1
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:27201 411381B2345.52 EXHIBIT C -1
0
0 929
I, 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.
CITY OF POWAY, as Lessee
By:
Its:
The Undersigned Acknowledges
Receipt of this Supplement:
as assignee of the Lessor
By:
Its:
vusc:27201_41138 le2345.52 EXHIBIT C -2
0
EXHIBIT 1
0 930
DESCRIPTION OF SUBSTITUTED PROPERTY
PUBL:27201_41 138 1 62315.52
EXHIBIT 2
0 931
AMENDED SCHEDULE OF LEASE PAYMENTS
Principal Interest
Maturity Date Component Rate
PUBL:27201 41138162345.52
17
State of California )
ss.
County of San Diego )
932
On September 18 , 1995, before me, Vivian MacZis, Notary Public
(name, title of officer, e.g., Jane Doe, Notary Public ")
personally appeared Marjorie K. Wahlsten and Don Higginson
(nanurw of signer(s))
6 personally known to me —OR—
proved to me on the basis of satisfactory evidence
to be the pets whose nam (s i are ubscribed t within instrument and acknowledged to
me tl he /sh /the executed the same in his/he thei authorized capaci ies and that by
his/he their ignatur (s) n the instrument.the perso (s) r the entity upon behalf of which person s)
acted, my hand and official seal
vlvinr4 A4AC ?b
Ole comm. •1oma1
Notary P,bie — CaNfoeJa
SAN DIEGO COUNTY
My Cornet. E)q*eo SEP 21:1998
(Signature of Notary)
Capacity claimed by signer: (TT+is section is oPrroNAL.)
Individual
Corporate Officer(s):
- Partner(s):
❑ General ❑
Attorney -in -fact
Trustee(s)
Guard ian/Conser_ vator
- Other:
Limited
Signer is representing:
name of person (s) or. enaty +es
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE Title or Type of'Documen -
MUST BE ATTACHED
TO THE DOCUMENT Number 6Y Pages 1? / Date of D ument J -Yi
DESCRIBED AT RIGHT: Signer(s) Other than Named Above — O
vueL:27 -01 311381 B2345.52