Lease Agreement 1987-362713'� .. 45
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
ire..,- .+.- •r"T`i r ."�';^",�? r ', " ,- . ,.
CITY OIF POWAY�'
CITY CLERK
iP,O BD,X�,Z8�9' 2-0
; POWAY , CAL I`F . 9.64 ,. 7
F:7 362713
2� C�j 2.4-5
Nag
NO FEE
[Space above for recorder.]
This document is recorded for
the benefit of the City of
Poway, and the recording is
fee - exempt under Section 6103
of the'Government Code.
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LEASE AGREEMENT
BETWEEN
CITY OF POWAY
As Lessee
AND
POWAY REDEVELOPMENT AGENCY
As Lessor
RELATING TO THE CAPITAL IMPROVEMENT PROJECTS
DATED AS OF AUGUST 1, 1986
J� 46
TABLE OF CONTENTS*
PAGE
ARTICLE I
Definitions and Exhibits
Section 1.1 Definitions ........................... 2
Section 1..2 Exhibits 5
ARTICLE II
Lease of Property and Projects
Section
2.1
Lease of Property and Projects.........
6
Section
2.2
Acquisition, Construction, and
Installation of Projects ...............
6
Section
2.3
Creation of Project Trust Fund.........
7
Section
2.4
City's Liability ......................
8
Section
2.5
Possession and Enjoyment ..............
9
Section
2.6
Agency Access to the Projects .........
9
Section
2.7
Disclaimer of Warranties ..............
9
Section
2.8
Manufacturers' Warranties .............
9
Section.2.9
Additions and Improvements ............
10
Section
2.10
Arbitrage Covenant .....................
10
ARTICLE III
Lease Payments
Section 3.1 Payment of Lease Payments; and
ARTICLE IV
Termination
Section 4.1 Termination of Lease Agreement.......... 14
*This Table of Contents is for convenience only and
should not be considered part of the Lease Agreement.
(i)
Additional Lease Payments ..............
10
Section
3.2
Credits to Lease Payments and Payments
required under Section 3.1 ............
12
Section
3.3
Lease Payment Components ... :..........
13
Section
3.4
Lease Payments to be Unconditional ....
13
Section
3.5
Budget . ...............................
13
Section
3.6
Consideration .........................
13
Section
3.7
Lease 'Payments to Constitute a Current
Expense of the City; No Pledge ........
14
ARTICLE IV
Termination
Section 4.1 Termination of Lease Agreement.......... 14
*This Table of Contents is for convenience only and
should not be considered part of the Lease Agreement.
(i)
ARTICLE V
Covenants of Lessee
Section
5.1
Maintenance of Projects by the City ...
15
Section
5.2
Taxes, Other Governmental Charges
Remedies on Default ...... :............
23
and Utility Charges ...................
15
Section
5.3
Provisions Regarding Insurance ........
15
Section
5.4
Damage, Destruction or Condemnation ...
17
Section
5.5
Insufficiency of Net Proceeds .........
19
Section
5.6
Advances ..............................
19
Section
5.7
Financial Reports .....................
19
Section
5.8
Release and Indemnification of the
Agency. ...............................
20
Section
5.9
Fees and Indemnification of Trustee ...
20
ARTICLE VI
Title
Section 6.1 Title to Components .................... 20
Section 6.2 Liens .. ............................... 20
Section 6.3 Use of the Projects .................... 21
ARTICLE VII
Assignment, Sublease, Prepayments and
Option to Purchase
Section 7.1 Assignment by Agency .................. 21
Section 7.2 City's Prepayment and Purchase
Option . ............................... 21
Section 7.3 Assignment and Sublease by City........ 21
ARTICLE VIII
Events of Default and Remedies
Section
8.1
Events of Default Defined ..............
23
Section
8.2
Remedies on Default ...... :............
23
Section
8.3
Suits at Law or Equity and Mandamus....
24
Section
8.4
Non Waiver ............................
25
Section
8.5
Remedies Not Exclusive .................
25
Section
8.6
Status Quo..
25
Section
8.7
Rights of Certificateowners............
25
(ii)
(iii)
26
26
26
26
26
27
27
27
J7. 48 .
ARTICLE IX
MISCELLANEOUS
Section
9.1
Notices ...............................
Section
9_2
Binding Effect ........................
Section
9.3
Severability ..........................
Section
9.4
Amendments ............................
Section
9.5
Execution in Counterparts .............
Section
9.6
Applicable Law ........................
Section
9.7
Captions ..............................
Section
9.8
Interest ..............................
Exhibit
A
Description of the Projects
Exhibit
B
Legal Description of Property
Exhibit
C
Lease Payment Schedule
Exhibit
D
Option to Purchase - Prepayment Schedule
(iii)
26
26
26
26
26
27
27
27
.►^ 49
LEASE AGREEMENT
' -THIS LEASE AGREEMENT, dated as of August 1, 1986, by and
between the City of Poway, a municipal corporation of the State
of California (hereinafter referred to as the "City ") and the
Poway Redevelopment Agency, a public body, corporate and
politic (hereinafter referred to as the "Agency ").
WITNESSETH
WHEREAS, the City has the power to enter into leases for
real and personal property; and
WHEREAS, the City desires to make arrangements for the
lease of certain real property, improvements and equipment more
particularly described under the term Projects in Section 1.1
hereof on the terms and conditions set forth herein; and
WHEREAS, the City will lease certain property to the Agency
pursuant to a Property Lease (as defined herein) which the
Agency agrees to lease back to City as improved; and
WHEREAS, the Agency will cause to be provided funds for the
acquisition, construction and installation of the Projects
pursuant to this Lease Agreement and the Trust Agreement (as
defined herein) by establishing a trust and directing the
trustee for such trust to execute and deliver certificates of
participation payable from the.lease payments to be received
from the City pursuant to this Lease Agreement; and
WHEREAS, each certificate of participation represents a
proportionate interest in the principal portion of the Lease
Payments due and payable hereunder and in the interest portion
of Lease.Payments payable hereunder to and including the
earlier of the maturity or redemption of the certificates of
participation; and
WHEREAS; the City intends for this Lease Agreement to
remain in full force and effect as to each component of the
Projects until the last Lease Payment Date (as defined herein)
applicable to each component of the Projects, unless sooner
terminated in accordance with the terms provided herein;
NOW, THEREFORE, the parties hereto mutually agree as
follows:
J°" �0
ARTICLE I
DEFINITIONS AND EXHIBITS
SECTION 1.1 Definitions. The.terms set forth in this,
section shall have the meanings ascribed to them herein for all
purposes of this Lease Agreement unless the context clearly
indicates some other "meaning. Words in the singular shall
include the plural and words in the plural shall include the
si'riguiar where the context so requires.
"Additional Lease Payment" shall mean any amount, payable by
the City under the terms of this Lease Agreement, other than a
Lease Payment.
"Agency Agreement" shall mean that certain Agency Agreement
by and between the.Ci,ty and the Agency dated as of August 1,
1986, pursuant to which the Agency has appointed the City as
its agent for purposes of the acquisition, construction and
installation of the Projects.
"Assignment Agreement" shall mean that certain Assignment
Agreement by and between the Agency and the Trustee dated as of
August 1, 1986, pursuant to which the Agency assigns its rights
under this Lease Agreement to the Trustee on behalf of the
Owners of the Certificates.
"Authorized Representative of the Agency" shall mean the
Executive Director of', the Agency and any person or persons
designated by the Board of Directors of the Agency'and
authorized to act.on behalf of the Agency as certified by a
written certificate signed on behalf of the Agency by the
Executive Director of the Agency and containing the specimen
signature of each such person.
"Authorized Representative of the City" shall mean the City
Manager or Assistant City Manager and any person or persons
designated by the City Council and authorized to act on behalf
of the City as certified by a written certificate signed on
behalf, of the City by the Mayor and containing the specimen
signature of each such person.
"Business Day" shall mean any day other than (i) a Saturday
or Sunday or legal holiday or a day on which banking
institutions in the city in which the principal office of the
Trustee is located are authorized to close, or (ii) a day on
which the New York Stock Exchange is closed.
"Certificate" or "Certificates" shall mean any certificate
or certificates of participation executed and delivered by the
Trustee pursuant to the Trust Agreement.
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i 51 41
"Certificateowner" or "Owner of ,Certificates" or "Owner"
shall mean the registered owner of any Certificate or
Certificates.
"Completion Certificate" shall mean a certificate of an
Authorized Representative of the City that a Component has been
completed substantially in conformity with the plans and
specifications therefor in the form required by Section 2.3
hereof.
"Component" shall mean one of the capital improvement
projects described in Exhibit A hereof.
"Construction Account" shall mean the Construction Account
established by the Trustee pursuant to Section 401 of the Trust
Agreement.
"Cost" shall mean and be deemed to include, with respect to
each Component together with any other proper item of cost not
specifically mentioned herein, whether incurred prior to or
after the date of this Lease Agreement, (a) costs of payment
of, or reimbursement for, acquisition, design, construction,
rehabilitation, installation and financing of the Component,
including, but not limited to, the payment of real property
rental, administrative costs and capital expenditures relating
to acquisition, 'construction and installation, inspection
costs, filing and recording costs, printing costs, reproduction
and binding costs, fees and charges of the Trustee pursuant to
the Trust Agreement, financing documents, legal fees and
charges, financial, accounting and other professional
consultant fees, costs of rating agencies or credit ratings,
fees for the printing, execution, transportation and
safekeeping of the Certificates, and; (b) all other costs which
City shall be required to pay under the terms of any contract
or contracts for the acquisition, construction and installation
of the Component, including, but not limited to the cost of
insurance; (c) any sums required to reimburse City for advances
made for any of the above items, or for any other costs
incurred and for 'work done, which is properly chargeable to the
Component; and (d) such other expenses not specified herein as
may be necessary or incidental to the acquisition, construction
and installation of the Component, the financing thereof and
the placing of the same in use and operation. Cost as defined
herein shall be deemed to include the cost and expenses
incurred.by any agent of the City for any of the above
mentioned items.
"Fiscal Year" shall mean the
the City which commences on July
June 30 of the succeeding year.
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twelve month fiscal period of
1 in every year and ends on
".Independent Insurance Consultant" shall mean an
independent, qual,i:fied and reputable:in_surance consultant.
"Interest Payment Date" shall mean February 1 and August 1
of each year, commencing February 1, 1987.
"tease Agreement" shall mean this Lease Agreement, dated as
of August 1, 1986, between the Agency, and the City, and any and
all modifications, alterations, amendments and supplements
hereto.made in accordance with the provisions hereof.
"Lease Payment" shall mean the amount to be paid by the
City for the use and occupancy of the Projects and Property
prior to the Lease Payment Date set forth in Section 3.1. hereof.
"Lease Payment.Account" shall mean the Lease Payment
Account established in Section 403 of the Trust Agreement.
"Lease Payment Date" shall mean the 15th day of each month
(or if the 15th day of the month is not a Business Day, on the
next succeedingBus'iness Day) prior to each Interest Payment
Date.
"Lease Term" shall,mean the period during which this Lease
Agreement is in effect as specified in. Section 2.1 hereof.
"Net:Proceeds" shall mean any insurance or condemnation
proceeds paid with respect to the Projects and remaining after
payment therefrom of all expenses incurred in the collection
thereof; and, with respect to insurance, if and at such time as
City elects to provide, self = insurance under Section 5.3 of this
Lease Agreement; any moneys payable from any self- insurance
fund of the City.
"Outstanding ", when used with reference to Certificates,
shall mean, as.of any date, Certificates theretofore or
thereupon being executed and delivered under the Trust
Agreement except:
(i) Certificates cancelled or delivered for
cancellation by the Trustee on or prior to such date;
('ii;) Certificates (or portions of Certificates)
defeased.as provided in Section 801 of the Trust
Agreement; and
(iii) Certificates in lieu of or in substitution for
which other. Certificates shall have been executed and
delivered pursuant to Article III of the Trust Agreement.
"Permitted Encumbrances" shall mean, with respect to the
Proj:ects.and as of any particular time: (i) this Lease
Agreement and (;ii) Trustee's interest in the Projects.
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"Projects" shall mean all of the Components to be acquired,
constructed and'in'stalled more particularly described in
Exhibit "A" hereof.
"Property" shall mean the parcels of..land described in
Exhibit "B" hereof to be leased and improved.
"Property Lease" shall mean the Property Lease, dated as of
August 1, 1986, between the Agency and the City, and any and
all modifications, alterations, amendments and supplements
thereto made in accordance with the terms of the Trust
Agreement.
"Purchase Option Price" shall mean as to a Component, the
amount of the principal component of the remaining Lease
Payments due under- this Lease Agreement with respect to such
Component as set -forth on Exhibit D' hereto, as the same may be
amended, plus interest on such principal to the redemption date.
"Redemption Account" shall mean the Redemption Account
established by Section 405 of the Trust Agreement.
"Reserve Account" shall mean the Reserve Account
established in Section 401 of the Trust Agreement.
"Reserve Requirement" shall have the meaning as defined in
the Trust Agreement.
"State" shall mean the State of California.
"Trust Agreement" shall mean the Trust Agreement among the
City, the Trustee and the Agency Relating to the Capital
Improvement Projects dated as of August 1, 1986 and any and all
amendments and supplements thereto made in accordance with the
provisions thereof.
"Trustee" shall mean Security Pacific National Bank and its
successor or successors which may at any time be substituted in
its place pursuant to the provisions of the Trust Agreement.
SECTION 1.2 Exhibits. The following Exhibits are
attached to and by this reference made a part of this Lease
Agreement:
Exhibit A: A description of the Projects to be
acquired, constructed and installed and the improvements to be
made.
Exhibit B: A legal description describing the
Property consisting of land leased under Property Lease.
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in 54 �
Exhibit C: A schedule setting forth the principal and
interest components of Lease Payments and the dates on which
such principal components are to be paid.
Exhibit D: The Purchase Option Price schedule for
each Component.
ARTICLE II
LEASE OF PROPERTY AND PROJECTS
SECTION 2.1 Lease of Property and Projects. The Agency
hereby leases to.the,'City, and the City: hereby takes and leases
from the Agency, the Property and the Projects on the terms and
conditions set forth in this Lease Agreement.
The term of th'.s Lease Agreement shall commence on the date
of the delivery of the Certificates and the receipt.of
Certificate proceeds As provided in the Trust Agreement.
The Lease Term shall end as to any Component when the
principal component of-the Certificates attributable to the
Component has been paid or provision for payment has been
provided for pursuant'to Section 801 of the Trust Agreement.
This Lease Agreement shall end on (i) August 5,. 2011; or
(ii) such earlier or later date when all of the Certificates
have been paid or provision for payment has been provided for
pursuant to Section 801 of the Trust Agreement and, at such
time, any surplus funds remaining in the hands of the Trustee
shall be paid to the City; or (iii) upon the termination of
this Lease Agreement in accordance with the provisions hereof.
SECTION 2.2 Acquisition, Construction and Installation
of Projects. The City, as agent for the Agency pursuant to the
Agency Agreement, agrees to use its best efforts to acquire,
construct and install the Projects pursuant to the
spec- ifications prepared by the City subject to limitations in
the Agency Agreement. The City agrees that it will be
responsible for the letting of contracts, including change
.orders, for the acquisition, construction and installation of
the Projects and supervising the acquisition, construction and
installation of the:Projects. The City agrees that it will use
its best efforts to cause each Component to be completed on or
before the date of completion of that Component as set forth in
Exhibit A; provided, however, that such completion date shall
be extended for such further period if the Agency and the City,
or any contractor or contractors, are delayed,by: (1) acts or
omissions of the Agency or of any employee or agent of the
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0 il. 55 0
Agency, or (2) litigation brought against the City or the
Agency which enjoins the construction, or (3) any act of God
which the City or the Agency could not reasonably have foreseen
and provided for, or (4) any strikes, boycotts, or like
obstructive actions by employee or labor organizations which
are beyond the control of the City or the Agency and which the
City or the Agency cannot overcome with reasonable effort and
could not reasonably have foreseen and provided for, or (5) any
war or declaration of a state of national emergency, or (6) the
imposition by government action or authority of restrictions
upon the procurement of labor or materials necessary for the
completion of the Component. The City shall notify the Trustee
of any extension of the completion date of a'Component and
shall at the same time deposit with the Trustee as Advance
Lease Payments an amount equal to interest with respect to a
proportionate amount of Certificates relating to such Component.
If the City elects not to acquire or construct a Component,
the City shall have the right to request that the Agency
acquire or construct a substitute facility of comparable value,
provided that the amount on deposit pursuant to Section 3.1(A)
hereof is sufficient to provide interest payments to the
expected date of completion of such substitute Component and
the Lease Payments with respect to such substitute Component
will not be less than the amount provided for in Section 3.1 of
the Lease.
SECTION -2.3 Creation of Projects Trust Fund. The Agency
shall create, or cause to be created in the Trust Agreement, a
Projects Trust Fund into which it shall deposit or cause to be
initially deposited $9,794,928.34 from*the proceeds of the sale
of the Certificates.
Trustee shall make payments from the Construction Account
to pay the Cost of each Component upon the receipt of a
requisition signed by an Authorized Representative of the City
stating with respect'to each payment to be made: (1) the
requisition number; (2) the name and address of the person,
firm, corporation or agency to whom payment is due or has been
made; ('3) the amount to be paid; (4) the Component to which
such payment is to be applied; (5) that such payment obligation
has been properly incurred; is an item of the Cost of the
Component and has not been the basis of any previous withdrawal
and there is no lien on the Component (other than Permitted
Encumbrances); (6) the completion date for the Component is not
scheduled or expected to be later than six months after the
completion date stated in Exhibit A, which date shall be
extended if the City makes Advance Lease Payments for the
additional period from the completion date in Exhibit A to the
new completion date provided that in no event shall such date
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r
5:6
be extended to a'date later than August 1, 1989; and (7) that
the payment of the Cost will not cause the balance remaining in
the Construction Account to be less than the amount necessary
to pay the.remaining estimated Cost.of that Component unless
the City has deposited funds with the Trustee to cover the
payment of such excess amount.
Interest or other income earned on any moneys or
investments in the Construction Account shall be kept in the
Construction Account until the acquisition, construction'and
installation of the Projects have been completed and thereafter
any such money shall be transferred to the Lease Payment
Account and applied on the next occurring Lease Payment Date as
a credit against the Lease Payment then'due on such date and
deemed to be the payment of the interest portion thereof.
Interest or other income earned on moneys or investments in
the Lease Payment Account shall be retained in such Account
until the acquisition, construction and installation of the
Projects have been completed.
Interest or other income earned on moneys or investments in
the Reserve Account sliail be paid into the Lease Payment
Account, to the extent that such.payment, would not cause the
amount in the Reserve Account to be less than the Reserve
Requirement as defined in the Trust Agreement and applied as a
credit.against thelease Payment due on the next occurring
Lease Payment Date and.deemed to be the payment of the interest
portion thereof.
The completion of the acquisition, construction and
installation of each Component shall be evidenced by a
Completion Certificate of an Authorized Representative of the
City, which shall be filed with the Trustee, stating (l) that
the acquisition, construction and installation of the Component
has been completed substantially in accordance with
specifications applicable thereto and that such Component is
ready for use, (,2) the date of such completion and (3).the
amount, if any, .required, in the opinion of the signer or
signers., for the payment of any remaining part of the Cost of
the Component.
'SECTION 2.4 City's Liability: As between the Agency and
the City, the City, ,as the agent of the Agency, assumes
liability for all risks of loss during the ,,acquisition,
delivery and installation of each Component. The City shall
maintain, or require each contractor, manufacturer or supplier,
with respect to each Component to maintain, in force during the
entire acquisition, construction and installation of the
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Component, property damage insurance in an amount not less than
the full value of all work done and materials and equipment
provided or delivered by each such contractor, manufacturer or
supplier, comprehensive liability insurance, worker's
'compensation insurance and other insurance required by law or
customarily maintained with respect to like equipment and
submit a performance and payment bond for 100% of such
contractor's proposed construction contract. Each construction
contract must include a liquidated damages claim providing for
payment to the Trustee of liquidated damages for each day
beyond the scheduled completion date specified in such contract
in an amount, as nearly as practicable, equal to the daily
lease payments with respect to such component or a surety bond
providing comparable coverage. In the event the City receives
any damages or other moneys from any contractor,.manufacturer
or supplier or its surety pursuant to this Section 2.4, such
moneys shall be pa -id to the Trustee for deposit in the
Construction Account to complete the acquisition, construction
and installation of the Projects.
SECTION 2.5 Possession and Enjoyment. From and after
the filing of the Completion Certificate in accordance with the
terms of this Lease Agreement, the City shall during the Lease
Term peaceably and quietly have and hold and enj "oy the use of
the Projects and the.Property, without suit, trouble or
hindrance from the.Agency, except as expressly set forth in
this Lease Agreement. The Agency will, at the request if the
City and at the City's cost, join in any legal action in which
the City asserts its right to such possession and enjoyment to
the extent the Agency lawfully may do so.
SECTION 2.6 Agency Access to the Projects. The City
agrees that the Agency shall have the right during the City's
normal working hours on the City's normal working 'days to
examine and inspect the Projects and the Property for the
purpose of assuring that the Projects and the Property are
being properly maintained, preserved, and kept in good repair,
working order and condition. The City further agrees that the
Agency shall have such rights of access to the Projects and the
Property as may be reasonably necessary to cause the proper
maintenance of the Project in the event of failure by the City
to perform its obligations hereunder. If the Agency obtains
any confidential information as a result of its access to the
Projects and the Property, the Agency hereby agrees not to
disclose such information to any person, firm or corporation.
SECTION 2.7 Disclaimer of Warranties. THE AGENCY MAKES
NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE OR FITNESS FOR USE OF EACH COMPONENT, THE
PROPERTY OR WARRANTY WITH RESPECT THERETO. In no event shall
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the Agency;be liable for any incidental:, indirect, special or
consequential damage in connection with or arising out of this
Lease Agreement or the existence, furnishing, functioning or
the City's use of any item or products or services provided for
in this Lease Agreement.
SECTION 2.8 Manufacturers' Warranties. The Agency
appoints the City its agent and attorney=in -fact during the
Lease Term, so long as the City shall not be in default
hereunder, to assert from time to time whatever claims and
rights, including warranties relating to each Component, which
the Agency may have against the manufacturer or supplier of
such Component. As between the Agency and the City, the City's
sole remedy for the breach of such warranty, indemnification or
representation shall be against the manufacturer or supplier of
each Component, and not against the Agency; nor shall,such
matter have any effect whatsoever on the rights of the Agency
with respect to this Lease Agreement, including the right to
receive full and timely payments hereunder. 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 or supplier of any Component.
SECTION 2.9 Additions and Improvements. The City shall
have the right during the Lease Term to make any additions or
improvements to the ,Projects and Property, to attach fixtures,
structures or signs, and to affix any personal property to the
improvements on the Project and the Property, provided the use
of the Projects and Property for the purposes contemplated in
this Lease Agreement is not impaired. The parties hereto
acknowledge and agree that the City or:its designee shall have
the right in its discretion and without the approval of the
Agency to acquire, construct, install and provide for the
financing of additional improvements and facilities with
respect to the Projects. Title to all personal property placed
in any of the improvements on the Projects shall remain in the
City. The title to any personal property, improvements.or
fixtures placed on the Projects by any sublessee or licensee of
the City shall be controlled by the contracts entered into by
the City.
SECT. -ION 2.10 Arbitrage Covenant. The City and the Agency
hereby covenant with the Certificateowners that,
notwithstanding any other provision of this Lease Agreement,
they will make no use of the proceeds of the Certificates which
would cause the obligations of the City under this Lease
Agreement to be "arbitrage bonds" subject to federal income
taxation by reason of Section 103(c) of the Internal Revenue
Code of 1954, as amended.
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• ;;�, 59
ARTICLE III
LEASE PAYMENTS
SECTION 3.1 Payment of Lease Payments and Additional
Lease Payments.
(A) The City shall pay Advance:Lease Payments in the
total amount of $2„143,017.32, consisting of interest only on
the principal component of the Certificates as set forth on
Exhibit E hereto. Such advance Lease Payments shall be paid
from the proceeds of the sale of the Certificates.
(B) On each Lease Payment Date, the City shall pay to
the Trustee, in lawful money of the United States of America,
provided the Component is substantially completed, the Lease
Payment attributable to that Component as set forth in Exhibit
C attached hereto and made a part hereof for such Lease Payment
Date, less any credits as contemplated by Section 3.2 hereof.
If Lease Payments are abated during the term of this Lease
Agreement and the term is extended as provided in Section 2.1
hereof, the City agrees to pay the fair rental value of the
Components then subject to this Lease Agreement, as determined
by an M.A.I. appraiser designated by the Agency, whose
certificate of appraisal shall be filed with the City, the
Agency and the Trustee, until the principal and interest
components of the Lease Payments represented by Outstanding
Certificates have been paid.
(C) The principal portion and interest portion of
each Lease Payment attributable to all of the Projects and each
Component shall be the amount set forth in Exhibit C.
(D) If there is a redemption of Certificates pursuant
to Section 303.6 of the Trust Agreement, the Lease Payment
schedule set forth in Exhibit C shall be adjusted to provide
for the timely payment of the Outstanding Certificates.
(E) In addition to the Lease Payments hereinabove set
forth, the City shall pay an amount or. amounts (hereinafter
called ".Additional Lease Payments ") equivalent to the sum of
the following:
(i) All taxes and assessments of any nature
whatsoever, including, but not limited to, excise taxes, ad
valorem taxes, ad valorem and specific lien special assessment
and gross receipts taxes, if any, levied upon the Projects or
on the Property, upon the Agency's interest therein, upon the
Agency's operation thereof or the Agency's rental income
derived therefrom.
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(ii) A1L expenses (not otherwise paid or provided
for out of the proceeds of the sale of Certificates) incidental
to the sale and delivery of the Certificates and all
administrative costs, of the Agency, 'including without limiting
the generality of the foregoing, salaries, wages, expenses,
compensation and indemnification of the Trustee under the Trust
Agreement, fees and charges of auditors, accountants,
architects, attorneys and engineers, and all other necessary
administrative charges of the Agency or charges required to be,
paid by it in order to comply with the terms of the
Certificates or of the Trust Agreement and to indemnify and
defend the Agency and its members.
(iii.) Pnsurance premiums, if any, on all insurance
required or permittted under the provisions of Section 5.3'
hereof.
(iv) All costs and expenses, which the Agency may
incur in consequence' of or because of any default by the City
under the Lease Agreement, including reasonable attorneys' fees
and costs of suit in equity or action at law to enforce the
terms and conditions of the Lease Agreement.
The Additional Lease Payments payable hereunder shall be
paid by the, City within thirty -five (35 -) days after notice in
writing from the Agency to the City stating the amount of
Additional Lease Payments.then due and payable and the purpose
thereof. The Additional Lease Payments shall be paid directly
to the Agency and shall be applied by the Agency for the
purposes for which such payment is made.
SECTION 3.2. Cre`dita to Lease Payments and Payments
required under Section 3.1.
(A) Upon the earlier of August 1, 1989 or on the date
of the filing of the Completion Certificate with the Trustee
for the last Component acquired, constructed and installed,
there shall be deposited into the Lease Payment 'Account the
interest income earned by reason of investment of moneys on
deposit in the Construction Account, which amount is not needed
to pay the Cost of any Component and as evidenced by a
certificate of an Authorized Representative'of the City filed
with the Trustee, and in the Reserve Account in excess of the
Reserve Requirement. During the Lease Term such interest
income shall be applied on the next occurring Lease Payment
Date as a credit�against, the Lease Payment then due on such
date and be deemed to be payment of the interest portion
thereof.
(B) Upon the earlier of August 1, 1989 or on the date
of the filing of the Completion Certificate with the Trustee
for the last Component acquired, constructed and installed
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as described in Section 2.3 hereof, the amount, if any, on
deposit in the Construction Account not required to pay Cost of
any Component as evidenced by a certificate, of an Authorizied
Representative of the City filed with the Trustee, shall be
transferred by the Trustee to the Redemption Account and
applied to the redemption of Certificates pursuant to the
provisions of the Trust.Agreement, or, at.the option of City,
said amount shall be transferred by the Trustee to the Lease
Payment Account and applied as a credit against the principal
component of the Lease Payments on the next occurring Lease
Payment Date on which a principal component is due.
(C) The City shall receive a'credit for the principal
component and interest component of any Lease Payment paid from
moneys transferred from the Construction Account for the
redemption of Certificates as provided in this Section 3.2(B)
or from Net Proceeds.
(D) The amount on deposit in the Reserve Account
shall be transferred by the Trustee to.the Lease Payment
Account as a credit against the final Lease Payment
attributable to the Components.
SECTION 3.3 Lease Payment Components. A portion of each
Lease Payment is paid as, and represents the payment of,
interest and a portion of certain Lease Payments are paid as,
and represent the payment of, principal. Such portions are set
forth in Exhibit C hereto.
SECTION 3.4 Lease Payments to be Unconditional. Subject
to Section 3.5 of this Lease Agreement, the obligations of the
City to make Lease Payments and to pay all other amounts
provided for in this Lease Agreement and to perform its
obligations under this Lease Agreement, shall be absolute and
unconditional; and such Lease Payments and other amounts shall
be payable without any rights of set =off, recoupment or
counterclaim the City might have against any contractor,
manufacturer or supplier of any item of the Projects, the
Agency, the Trustee or any other person. This Lease Agreement
shall be deemed and construed to be a "net- net -net lease ".
SECTION 3.5 Budget. The City shall take such action as
may be necessary to include and maintain the applicable Lease
Payments due hereunder in each Fiscal Year in its budget for
such Fiscal Year or pursuant to separate resolution and further
shall make the necessary appropriations for all such Lease
Payments. The City shall furnish to the Trustee under the
Trust Agreement copies of the budget or such other evidence of
the City taking formal action with respect to the appropriation
of money to pay Lease Payments hereunder not later than August
15th of each year. The covenants on the part of the City
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herein contained shall be deemed to be and shall be construed
to be ministerial duties imposed bylaw, 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 such official duty -of such officials to
enable, "the City to carry out and perform the covenants and
agreements in this Lease Agreement agreed to be carried out and
performed by the City.
SECTION 3.6 Consideration. The'Lease Payments and
Additional Lease Payments hereunder for each Fiscal Year of the
Lease Term shall constitute the total rental for said Fiscal
Year and shall be paid by the City for and in consideration of
the right of use and occupancy, and the continued quiet use and
enjoyment of the Projects and Property for and during said
Fiscal Year. The parties hereto have agreed and determined
that such total rental does not exceed the fair rental value of
the Projects and Property. In making such determination,
consideration has been given to the costs of acquisition,
construction, installation and financing of the Projects and
Property , the uses and purposes which will be served by the
Projects and.Property and the benefits therefrom which will
accrue to the parties to this Lease Agreement and the general
public by reason of the Projects and Property.
SECTION 3.7 Lease Payments to Constitute a Current
Expense of the City;j No Pledge. The Agency and the City
understand,. agree and intend that the obligation of the City to
pay Lease Payments.and Additional Lease Payments hereunder
shall constitute a current expense of the City and shall not in
any way be construed to be a debt of the City, or the State of
California, 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 of California, or any
political. subdivision thereof, nor shall anything contained
herein constitute a pledge of general revenues, funds or moneys
of the City beyond the Fiscal Year for which the Board of
Supervisors of the City has appropriated funds to pay Lease
Payments and Additional Lease Payments hereunder 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.
rs" "era
TERMINATION
SECTION 4..1 Termination of Lease Agreement. This Lease
Agreement will terminate upon the earliest to occur of the
following events:
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63
(a) a' default by the City as contemplated by Section
8.1 of this Lease Agreement and the termination of this Lease
Agreement as provided in Section 8.2 hereof;
(b) the payment by the City'of the Purchase Option
Price.£or all of the Components as provided in Section 7.2 of
this Lease Agreement;
(c) the payment by the City of all Lease Payments
scheduled to be paid hereunder by the City during the entire
Lease Term; or
(d) in part as to any Component when the principal
component of the Certificates attributable to that Component
has been paid or provision for payment has been provided for
pursuant to Section 801 of the Trust Agreement.
In the event there is any default hereunder, the City shall
have the right to exercise the option to purchase the Projects
as provided in Section 7.2 hereof as long as the City is in
possession of the Projects.
ARTICLE V
COVENANTS OF LESSEE
SECTION 5.1 Maintenance of Projects by the City. The
City agrees that at all times during the Lease Term, the City
will; at the City's own cost and expense, maintain, preserve
and keep the Projects in good repair, working order and
condition, and that the City will from time to time make or
cause to be made all necessary and proper repairs, replacements
and renewals thereto. The City shall at its own expense,
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 Projects. The Agency
shall have no responsibility in any of these matters, or for
the making of improvements or additions to the Projects.
SECTION 5.2 Taxes, Other Governmental Charges and
Utility Charges. The City will pay during the Lease Term, as
the same respectively come due, all taxes and governmental
charges of any kind whatsoever that may at any time be lawfully
assessed or levied against or with respect to the Projects, as
well as all utility and other charges incurred in the
operation, maintenance, use, occupancy and upkeep of the
Projects; provided that, with respect to any 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 have accrued during the time the Lease Term is
in effect.
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SECTION 5.3 Provisions. Regard3'ng`Insurance. The City
shall maintain or cause to be maintained the following policies
of insurance:
(1.) insurance against loss or damage to each
Component resulting from fire, lightning, vandalism, malicious
mischief. and such ',perils ordinarily defined.as "'extended
coverage "•and such other perils as the Agency,and the'City may
agree should be. insured , against if such insurance is available
from reputable insurers. Such insurance shall be maintained in
an amount not less, than the greater of the then appliable
Purchase Option,Price. for the Component or the full replacement
value of the Component subject to a "deductible clause" in the
amount of Ten Thousand Dollars ($10,000.,00.). -and shall contain
an inflation guard endorsement. The term "full replacement
value'" as used in this .Section shall mean the actual
replacement cost of 'a "new" Component (including the cost of
restoring the surface of grounds owned or leased by the City
but excluding the 'cost of restoring trees, plants and shrubs);
(2) use and occupancy or business interruption or
rental income insurance against the perils of fire, lightning„
vandalism, malicious mischief and such other perils ordinarily
defined as "extended coverage" in an ;amount equal to not less
than the largest Lease Payments to be paid in any 12 month
period by the City under this Lease Agreement;
(3) public liability insurance against claims for
bodily injury or death;, or damage to property occurring upon,
in or about the Projects, such insurance to; afford protection
to a limit of not less-than $5,000,000 combined single limit
bodily injury and property damage with such deductible
provisions as the City provides on like coverage but not to
exceed 2% of this face amount;
(4) worker's compensation.insurance issued by a
responsible carrier authorized under the 'laws of the State of
California to insure employers against 'liability for
compensation under the Worker's Compensation Insurance and
Safety Act now in force in California, or any act hereafter
enacted as an amendment or supplement thereto or in lieu
thereof, such worker's compensation insurance to cover all
persons employed in connection with the Projects and to cover
full liability for compensation under any such act aforesaid,
based upon death or bodily injury claims made by, for or on
behalf of any person, incurring or suffering injury or death
during or in connection with the Projects or the business of
the City.
All insurance herein provided for shall be effected under
policies issued by insurers of recognized responsibility,
licensed or admitted to do business in the State of
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65`
California. All policies or certificates shall name the City,
the Agency and the ^Trustee as named insureds.
All policies or certificates issued by the respective
insurers: for insurance shall provide that such policies or
certificates shall not be cancelled,or,materially changed
without at least 30,days' prior written notice to the Trustee.
A certificate showing the policies in effect (or other evidence
of coverage satisfactory to the Trustee) shall be deposited
with the Trustee by the City, together 'wi.th :appropriate
evidence of payment of the premiums therefor, and, at least 10
days prior to the expiration dates of expiring policies or
certificates, certified copies of renewal or new policies or
certificates (or other evidence of coverage satisfactory to the
Trustee) shall be deposited with the Trustee.
411 premiums and charges due and payable for all of the
aforesaid insurance, which are not paid as a part of the
construction contracts relating to the Projects or from the
proceeds of the sale of the Certificates, shall be paid by the
City.
Nothwithstanding the generality of the foregoing, the City
shall not be required.,to maintain or cause to be maintained
more insurance than is specifically referred to and with
respect to the insurance required hereby, the City shall not be
required to maintain such insurance unless the same is
insurance which is available from reputable insurers on the
open market. The phrase "insurance which is available from
reputable insurers on the open market" means standard policies
of insurance with standard deductibles offered by reputable
insurers.
In lieu of obtaining any of the insurance coverage required
pursuant to this Section, such coverage may be maintained by
City in the form a self- insurance program of City meeting the
requirements hereafter set forth. So long as any insurance
required hereunder shall be provided through City'
self- insurance program, City shall retain an Independent
Insurance Consultant which shall, within ninety (90) days
following the close.of each of City's fiscal years and
following each payment from the self- insurance fund in excess
of $1,000,000, review the self - insurance program and issue a
written report thereon indicating what action, if any,
including, without limitation, the deposit of additional funds
into the program, is necessary so that the protection afforded
by the self - insurance program is at least comparable to the
protection that 'would be afforded by the insur=ance described in
this Section, as applicable. City shall comply with the
reasonable recommendations of such Independent Insurance
Consultant within ninety (90) days of the issuance of such
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report. City shall provide to the Trustee (i) promptly upon
receipt thereof by City each such report issued by City's
Independent Insurance'Consultant concerning.City's
self - insurance program and (ii) promptly upon the preparation
thereof, a report on the action, if any, taken be City if
response to such report. The Trustee shall not have the duty
of evaluating the sufficiency of the self- insurance program.
SECTION 5.4 Damage, Destruction, or Condemnation.. If
prior to the termination of the Lease Term, any Component in
whole or part is destroyed or damaged by fire or other
casualty, or title to, or the temporary use of, any Component
in whole or part shall be taken under the exercise of the power
of eminent domain, the City shall within 60 days after such
damage, destruction or condemnation elect one of the following
two options by written notice of such election to the Agency
and the Trustee:
(a) Option A - Repair, Restoration or Replacement.
The City and the Agency will cause the Net Proceeds of any
insurance claim or condemnation award to be applied to the
prompt repair, restoration, or replacement (in which case such
replacement of the Component shall become subject to the
provisions of this Lease Agreement as fully as if it were the
originally leased. Component) of the Component. Any Net
Proceeds received by the Agency or the City shall be deposited,
in the Construction Account and be applied by the Agency to
complete the payment of the cost of such repair, restoration or
replacement of the Component, in the same manner and upon the
same conditions as set forth in the Trust Agreement for the
payment of the Cost of the Component from the Construction
Account. Any balance of the Net Proceeds remaining after the
repair, restoration or replacement shall be deposited in the
Redemption Account and applied to the redemption.of
Certificates applicable to that Component..
(b) Option B - Redemption of Certificates. The City
and the Agency will cause the Net Proceeds of any insurance
claim or condemnation award to be applied to the redemption of
all or a portion of the outstanding Certificates applicable to
the Component damaged, destroyed or taken. All Net Proceeds
received by the Agency or the City shall be deposited in the
Redemption Account and applied by the Trustee as provided in
the Trust Agreement.
If no election is given to the Agency and the Trustee
within said 60 days, the City shall be deemed to have elected
Option B.
During such time as a Component is unusable, rent for that
portion of a Component shall be abated in whole or in part.
The amount of such abatement shall be agreed upon by the City
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• j--1, 67 0
and the - Trustee; a °s,assignee of the Lessor, such that the
resulting Lease Payments represent fair consideration for the
use and possession of, the portion of a.Component not damaged,
destroyed or taken by eminent domain; provided, that in the
event such damage, destruction or eminent domain proceedings
result in redemption of Certificates as provided in Section
303.6(b) of the Trust Agreement (other than a redemption
resulting from certification by the Authorized Representative
of the Authority to the effect a Component has been taken in
whole pursuant to eminent domain proceedings or has been taken
in part pursuant to such proceedings to such extent that the
remaining portion of a Component is no longer useful for the
purposes originally intended), the resulting Lease Payment will
be sufficient to pay all of the principal and interest
components on the Certificates remaining outstanding after the
redemption of Certificates. Such abatement shall continue for
the period commencing with such damage, or destruction, or in
the case of. a taking by eminent domain, commencing with the
date possession is taken by the condemnor, and ending with the
substantial completion of the replacement or work of repair or
reconstruction. Except as provided in this Lease Agreement, in
the event of any such damage, destruction or taking, the Lease
Agreement shall continue in full force and effect and the City
waives any right to terminate the Lease Agreement by virtue of
any such damage and destruction. There shall be no abatement
of Lease Payments to the extent that moneys derived from any
person as a result of any defect or delay in the construction
of a Component, are available to pay the amount which would
otherwise be abated, nor to the extent that-moneys on deposit
in the Construction Account, Reserve Account and the Lease
Payment Account (including proceeds of business interruption
insurance) are available to pay the amount which would
otherwise be abated.
SECTION 5.5 Insufficiency of Net Proceeds.
If the City elects to repair, restore or replace the
Component under the terms of Section 5.4(a) hereof and the Net
Proceeds therefor are insufficient to pay in full the cost of
such repair, restoration or replacement, the City may complete
the work and pay any cost in excess of the amount of the Net
Proceeds. The City agrees that, if by reason of any such
insufficiency of the Net Proceeds the City makes any payments
pursuant to the provisions of this Section, the City shall not
be entitled to any reimbursement therefor from the Agency nor
shall the City be entitled to any diminution of the amounts
payable under this Lease Agreement.
SECTION 5.6 Advances. In the event the City shall fail
to maintain the full insurance coverage required by the Lease
Agreement or shall fail to keep the Projects in good repair and
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• J� 's3 •
operating condition, the Agency may (but shall be under no
obligation to.)a purchase the requred.p'olicies of insurance and
pay the premiums on the ie same, or make such repairs or
replacements as are.Snecessary and provide for payment thereof;
and all amounts so advanced therefor by the Agency shall become
immediately due and payable, which the City agrees, to pay.,
subject.to the City ,making an appropriation therefor, as an
additional Lease Payment of the Project, together with interest
at the highest annual rate applicable to the Outstanding
Certificates.
SECTION 5.7 Financial Reports. The City covenants to
provide annually to the Trustee and the Agency (i) current
financial statements,_ budgets and proof of. appropriations for
the ensuing Fiscal :Year and (ii) such other financial
information relating to the ability of the City to continue to
meet its obligations under this Lease Agreement as may be
reasonably requested by the Agency.
SECTION 5.8 Release and Indemnification of the Agency.
To the extent permitted by law the City shall protect, hold
harmless and indemnify the Agency, its directors and officers
from and against any and all liability,.obligations, claims and
damages whatsoever, regardless of cause thereof, and expenses
in connection therewith, including, without limitation; counsel
fees and expenses, penalties and interest arising out of or as
the result of the entering into of this Lease Agreement, the
ownership of the Project, the ordering, acquisition, use,
operation, condition, purchase, delivery,.rejection, storage or
return of any item of equipment, or any accident in connection
with any of the foregoing resulting in damage to property or
injury to or death of any person. However, the City shall not
hold harmless or indemnify the Agency, its directors and
officers for any losses which are caused by, the bad faith or
willful misconduct of the Agency, its directors and officers.
SECTION 5.9 Fees.and Indemnification of Trustee. The
City shall pay to the Trustee from time to time reasonable
compensation for all services rendered under this Lease
Agreement and the Trust Agreement, and also all reasonable
expenses, charges, counsel fees and other disbursements,
including those of their attorneys, agents and employees,
incurred in and about the performance of their powers and
duties under this Lease Agreement and the Trust Agreement.
The City further agrees to indemnify and save the Trustee
harmless against any liabilities which it may incur in the
exercise and performance of its powers and duties hereunder
which are not due to its negligence or willful misconduct.
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ARTICLE V-I.
TITLE
SECTION 6.1 Title to Components. Upon payment or
provision for payment as provided in Section 801 of the Trust
Agreement of all Lease Payments as required by this Lease
Agreement or the City has exercised its option to purchase a
Component as described in Section 7.2 of this Lease Agreement
and the payment or provision for the payment of all of the
Certificates attributable to the Component purchased and the
expiration or termination of the Lease Term hereof with respect
to such Component, title to such Component and.any improvements
thereon or additions thereto shall be transferred directly to
the City in accordance with the provisions of the Trust
Agreement.
SECTION 6.2 Liens. During the Lease Term the City shall
not, directly or indirectly, create, incur, assume or suffer to
exist any mortgage, pledge, lien, charge, encumbrance or claim
on or with respect to the Projects or ;the Property, other than
the Permitted Encumbrances provided. The City shall reimburse
the Agency for any expense incurred by the Agency in order to
discharge or remove any such mortgage, pledge, lien, charge,
encumbrance or claim.
SECTION 6.3 Use of the Projects. The City will not
install, use, operate or maintain the Projects improperly,
carelessly, in violation of any applicable law or in a manner
contrary to that contemplated by this Lease Agreement. The
City shall provide all permits and licenses, if any, necessary
for the acquisition, construction, installation and operation
of the Projects. In addition, the City agrees to comply in all
respects (including, without limitation, with respect to the
use, maintenance and operation of the Projects) with all laws
of the jurisdictions in which its operations involving the
Projects may extend and with all regulations, orders.and
decrees of any legislative, executive, administrative or
judicial body exercising any power or jurisdiction over the
Projiects; provided, however, that the City may contest in good
faith the validity or application of any such law or rule in
any reasonable manner which does not adversely affect the
estate of the Agency or the City in'and to the Projects.or
either of their interest or rights under this Lease Agreement.
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.; 70 0
ARTICLE VI1
ASSIGNMENT, SUBLEASE, PREPAYMENTS AND
OPTION TO PURCHASE
SECTION 7.1 Assignment by Agency. This Lease Agreement
may be transferred and assigned by the Agency in accordance
with the provisions of the Trust Agreement.and provisions of
the Assignment Agreement for the benefit of the holders of the
Certificates. The parties hereto acknowledge and agree that
the Agency's rights and remedies under this Lease Agreement
will be assigned to the Trustee on behalf of the Owners of the
Certificates pursuant to the Assignment Agreement.
SECTION 7.2 City's Prepayment and Purchase Option. The
City may at its option, on any date purchase any Component by
paying the Purchase Option Price of that Component to the
Trustee as set forth in Exhibit D attached hereto and made a
part hereof, and any delinquent Lease Payments.
SECTION 7.3 Assignment and Sublease by City. Neither
this Lease Agreement nor any interest of the City herein shall,
at any time after the,date hereof, be mortgaged, pledged,
assigned or transferred by the City by voluntary act or by
operation of law, or otherwise, except as specifically provided
herein. The City shall at all times remain liable for the
performance of the covenants and conditions on its part to be
performed notwithstanding any assigning, transferring or
subletting which may be made. The City shall have the right to
sublease or permit the use of all or any part of the Projects,
but nothing herein contained shall be construed to relieve the
City from any obligations contained herein. In no event shall
the City sublease or permit the use of ,all or any part of the
Projects so as to cause the interest component of Lease
Payments to be subject to federal income tax or California
personal income tax.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.1 Events of Default Defined. The following
shall be "events of default" under this Lease Agreement and the
terms "event of default" and "default" shall mean, whenever
they are used in this Lease Agreement, any one or more of the
following events, namely:
(a) Failure by City to pay any Lease Payment on or
before the applicable Lease Payment Date;
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(b) Failure by City to observe or perform any
covenant, condition,or agreement on its part to be observed or
performed, other than as referred to in 'clause (a) of this
Section, for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied has
been given to City by Agency or its assignee; provided,
however, that Agency or its assignee may, upon written request
of City prior to the expiration of such thirty (30).day period,
consent to an extension of such time in order to cure such
failure if corrective action has been instituted by City and is
being diligently pursued and will, in the judgment of Agency or
its assignee, be diligently pursued until the default is
corrected;
(c) The City abandons or vacates the Components;
(d) The City's interest in the Lease, in whole or in
part, is assigned or transferred without the written consent of
the Agency, either voluntarily or by operation of law;
(e) A court having jurisdiction in the premises shall
enter a decree or order for relief in respect of City in a case
under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of City or for any substantial part of its
property, or ordering the winding up or liquidation of its
affairs, and such decree or order shall remain unstayed and in
effect for a period of sixty (60) days; or
(f) City shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order
for relief in an involuntary case under any such law, or shall
consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of City for any substantial
part of its property, or shall make any general assignment for
the benefit of creditors, or shall fail generally to pay its
debts as they become due or shall take any corporate action in
furtherance of any of the foregoing.
SECTION 8.2 Remedies on Default. Upon the happening of
any of the events of default specified in Section 8.1 hereof,
Agency or its assignee may exercise any and all remedies
available pursuant to law or granted pursuant to this Lease
Agreement. Agency or its assignee is expressly authorized
hereby to enter and re -enter the Projects and the Property for
the purpose of taking possession of any portion of the Projects
if the City does not deliver possession of the Projects to the
Agency on demand or to re -let the Property and, in addition, at
its option, with or without such entry to terminate this Lease
Agreement. In the event of default and notwithstanding any
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j).-, 72
entry or re- entry by Agency or its assignee, City shall, as
herein expressly provided, continue to remain liable for the
payment of Lease'Payments and /or damages for breach of this
Lease Agreement and the performance of all conditions herein
contained and, in any event, such Lease Payments and /or damages
shall be payable to the Agency or its.assignee at the time and
in the manner set forth in this Section.
In the event that Agency or its assignee does not elect to
terminate this Lease Agreement, City agrees to and shall remain
liable for the payment of Lease Payments and the performance of
all conditions herein contained and shall reimburse Agency or
its assignee for any deficiency arising out of the re- letting .
of the Projects, or in the event that Agency or its assignee
does not re -let the Projects, then for the full amount of the
Lease Payments to the end of the term of this Lease Agreement,
but said Lease Payments and /or deficiency shall be payable only
at the same time and in the same manner as provided in Section
3.1 notwithstanding such entry or re -entry by Agency or its
assignee or any suit in unlawful detainer, or otherwise,
brought by Agency or its assignee for the ;purpose of effecting
such entry or re -entry or obtaining possession of the Projects
or the exercise of any other remedy by.the Agency or its
assignee. City hereby irrevocable appoints Agency or its
assignee as the agent and attorney -in -fact of City to enter
upon and re -let the Projects or the Property in the event of
default by City. City hereby exempts and agrees to save
harmless Agency and its assignee from any costs, loss or damage
whatsoever arising or occasioned by any such entry upon and
letting of the Projects or the Property. City hereby waives
any and all claims for damages caused, or which may be caused,
by Agency or its assignee in entering and taking possession of
the Projects or the Property, for all claims for damages that
o may result from the destruction of or injury to the Projects or
the Property, and all claims for damages to or loss of any
property belonging, to City that may be in or upon the Projects
or the Property. City agrees that the terms of this Lease
Agreement constitute full and sufficient notice of the right of
Agency or its assignee to re -rent the Projects or the Property
in the event of such re -entry without effecting a surrender of
this Lease Agreement, and further agrees that no acts of Agency
or its assignee in effecting such re- .renting or re- leasing
shall constitute a surrender or termination of this Lease
Agreement irrespective of the term for which such re- leasing or
re- renting i,s, made, or of the terms and conditions of such
re leasing or re- renting, or otherwise, but that, on the
contrary, in the event of such default by City, the right to
terminate this Lease Agreement shall vest in Agency. City
further waives the right to any rental obtained by Agency or
its assignee in excess of the Lease Payments herein specified
and hereby conveys and releases such excess to Agency or its
assignee as compensation to Agency or its assignee for its
services in re- leasing the Projects or the Property.
08 -15 -86
2322k/2345/009 -24-
74
to Agency and 'its assignee may be exercised from time to time
and as often as shall be deemed expedient by Agency or its
assignee.
SECTION 8.5 Remedies Not Exclusive. No remedy herein or
by law conferred upon or reserved to Agency or its assignee is
intended to be exclusive of any other remedy, but each such
remedy is cumulative and in addition to every other remedy, and
every remedy given hereunder or now or hereafter existing, at
I'aw or in equity or by statute or otherwise may be exercised
without exhausting and without regard to any other remedy
conferred by any law.
SECTION 8.6 Status Quo. In case any suit, action or
proceeding to enforce any right or exercise any remedy shall be
brought or taken and then discontinued or abandoned, or shall
be determined adversely to Agency and its assignee, then, and
in every such case, Agency and its assignee shall be restored
to its former position and rights and remedies as if no such
suit, action or proceedings had been brought or taken.
SECTION 8.7 Right of Certificateowners "Assignee," as
used in this Article VIII, shall include Certificateowners to
the extent such Certificateowners are given rights to exercise
remedies hereunder pursuant to the Trust Agreement and each
Certi£icateowner shall be entitled to exercise any and all such
remedies as provided in the Trust Agreement.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Notices. All notices, certificates,
requests or other communications (other than payments by City)
hereunder 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 at their respective
places of business as follows:
If to the City:
City of Poway
13325 Civic Center Drive
Poway, California 92064
Attn: City Manager
If to the Agency:
Poway Redevelopment Agency
13325 Civic Center Drive
Poway, California 92064,
Attn: Executive Director
08 -15 -86
2322k/2345/009 -26-
�.� 75,
SECTION 9.2 Binding Effect. This Lease, Agreement shall
inure to the benefit of and shall be binding upon the Agency
and the City and their respective successors and assigns.
SECTION 9.3 Severability. If any one or more of the
terms, provisions; covenants or conditions of this Lease
Agreement shall to any extent be declared invalid, enforceable,
void or voidable for any reason whatsoever by a court of
competent jurisdiction, the finding or order or decree of which
becomes final, none of the remaining terms, provisions,
covenants and conditions of this Lease Agreement shall be
affected thereby, and each provision of this Lease Agreement
shall be valid and enforceable to the fullest extent permitted
by law.
SECTION 9.4 Amendments. The terms of this Lease
Agreement shall not be waived, altered, modified, supplemented
or amended in any.manner whatsoever except by written
instrument signed by the Agency and the City.
SECTION 9.5 Execution in Counterparts. This Lease
Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute
but one and the same instrument.
SECTION 9.6 Applicable Law. This Lease Agreement shall
be governed by and construed in accordance with the laws of the
State of California.
SECTION 9.7 Captions. The captions or headings in this
Lease Agreement are for convenience only and in no way define,
limit or describe the scope or intent of any provisions or
sections of this Lease Agreement.
SECTION 9.8 Interest. The interest portion of Lease.
Payments shall be determined on the basis of a 360 -day year
consisting of twelve 30 -day months.
08 -15 -B6
2322k/2345/009 -27-
IN WITNESS WHEREOF, the Agency has executed this Lease
Agreement in its corporate name by one of its duly authorized
officers, and the City has caused this.Lease Agreement to be
executed on its behalf by one of its duly authorized
officials. All of the above occurred as of the date first
above written.
LESSO oway Redevelopment
Agenc
By:
Chairman
ATTEST:
Secretarl
U
ty of Poway
fo
Mayor of the City of Poway
ATTEST:
—Y)QnGJ,w
city
(71' k
of
the City of Poway
08 -15 -86
2322k/2345/009 -28-
0 "
STATE OF CALIFORNIA
ss.
COUNTY OF SAN DIEGO
�'► •77'.
On this 20TH day of AUGUST 1986 before me, a Notary
Public, State of California, duly commissioned and sworn,
personally appeared CARL R. KRUSE , known to me
to be the Mayor of the City of Poway, Caalifdrnia, that executed
the within instrument on behalf of said C =ity there -in named, and
acknowledged to me that such City executed the within
instrument pursuant to a•resolution,of 'said City.
IN WITNESS.WHEREOF;, I have hereunto subscribed my name and
affixed by official seal on the day and year in this
certificate first above written.
-- - - - - - - --
^fir
(SEAL)
STATE OF CALIFORNIA
ss.
COUNTY OF SAN DIEGO
Notary Plublic
State of California
On this 20TH day of AUGUST 1986 , before me, a Notary
Public, State of California, duly commissioned and sworn, „
personally appeared MARADRTF K. WAHISTFN , known to
to be the City Clerk.of the City of Poway, Californi -a; that
executed the within instrument on behalf;of said City therein
named; and acknowledged to me that such City executed the
'within instrument pursuant to a resolution of said City.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed by official seal on the day and'year in this
certificate first above written.
r
08 -15 =86
2322k/2345/009 -29-
(:: � sz�4a-t
Notary Public
State of California
YJ �
• ,;�_. 78
STATE OF CALIFORNIA
ss.
COUNTY OF SAN DIEGO
On this 20TH day of AUGUST 1986, before me, a
Notary Public, State of California, duly commissioned and
sworn, personally appeared CARL R, KRUSE. and
MARJORIE K, WAHLSTEN , known to me to be the HAI'RMA
and SECRETARY of the Poway Redevelopment Agency, that
executed the within.,instrument on behalf of said Agency therein
named, and ackno,wledged.'to me that such Agency executed the
within instrument.pursuant to a resolution of the Board of
Directors of said Agency.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official;seal.on the day and year in this
certificate first ,above written.
= -
- - - - - - - - - =i
08 -15 -86
2322k/2345/009 -30-
Notary blic
State of California
J 0,
-.7 79
EXHIBIT A
DESCRIPTION OF THE PROJECTS
The Projects consist of three components. The first
component consists of the installation, construction and
equipping of a 50 meter by 25 yard municipal swimming pool
at Community Park, which includes the installation of
showers, lockers, administrative offices,_ appurtenant pool
decking, parking and associated landscaping. The second
component consists of a performing arts center of approxi-
mately 800 -900 seats to be constructed on a site located at
Poway High School. As a third component, the Projects will
include the installation, construction and acquisition of a
neighborhood park known as Valle Verde /Espola Park to be
located on a 4.62 acre site in the northwest portion of the
City. The park will include a multi- purpose field, parking
and off site public improvements. The construction of the
swimming pool is expected to be completed' by July 1, 1988.
The construction of the performing arts center is expected
to be completed by April 1, 1989. The acquisition and
equipping of Valle Verde /Espola Park is expected to be
completed by September 1, 1987.
r �
08 -15 -86
2322k/2345/009 Exhibit A
EXHIBIT B
J,0
T.Ff'L7, DESCRIPTIONS
PERFORMING ARTS CENTER AT POWAY HIGH SCHOOL
That portion of Section 31, Township 13 South, Range 1 West, San
Bernardino Base and Meridian, in the City of Poway, County of San
Diego, State of California, according to United States Government
Survey approved September 21, 1875, described as follows:
Commencing at a point in the West line of the East half of the
Southwest Quarter of'Section,31, which is distant thereon North
137'55" West, 41.75" from the Southwest corner of the Northeast
Quarter of said Southwest Quarter; thence South 8914149" East, 633.30
feet; thence North 8944121" East, 238.22 feet; thence North 8910'11"
East, 459.00 feet more or less to the TRUE POINT OF BEGINNING, said
point being the centerline of the County Road known as Road Survey No.
335, now being called Espola Road, as said centerline is described in
deed to the County of :San Diego, recorded August 12, 1937, Doc. No.
47167, Book.669, "Page 484 of Official Records; 'thence Northerly along
said centerline 210.0.0 feet; thence South 8910'11" West, 650.,00 feet;
thence Southerly along a line that is 650.00 feet Westerly of and
parallel with said centerline of said County Road., 210.00 feet_ to its
inter - section with a Tine that bears South 8910111" West from the TRUE
POINT OF BEGINNING,; thence North 8910'11" East., 650.00 feet to the
TRUE POINT OF BEGINNING.
VALLE VERDE PARK
That portion of the Northwest Quarter of the Northwest Quarter
of Section 25, Township 13 South, Range 2 West, San Bernardino
Base and Meridian, in the City of Poway, County of San Diego,
State of California, according to Official Plat thereof,
described as follows:
Beginning at the Southeast corner of said Northwest Quarter of
the Northwest Quarter of Section 25, said point being the
Southeast corner of that land conveyed to the Poway Unified
School District on December 31, 1969, File /Page No. 237117 of
Official Records; thence Northerly along the Easterly line of
said Northwest Quarter of the Northwest Quarter, 602.00 feet;
thence Westerly along a line that is 602.00 feet Northerly of
and parallel with the Southerly line of said Northwest Quarter
of the Northwest Quarter, 120.00 feet; thence South 53007'48"
West, 165.00 feet; thence westerly along a line that is 503.00
feet Northerly of and parallel with siad Southerly line of said
Northwest Quarter'of the Northwest Quarter, 330.00 feet; thence
Southerly along a line that is 582.00 feet Westerly of and parallel
with the Easterly line of said Northwest Quarter of the Northwest
Quarter to the Southerly line thereof; thence Easterly along said
Southerly line, 582.00 feet to the Point of Beginning.
Exhibit is
• 461
COMMUNITY PARK - SWIMMING POOL
That portion of the West Half of the Southwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino
Meridian, in the City of Poway, County of San Diego, State of
California according to Official Plat thereof, described as
follows:
Commencing at the Northwest corner of said Southwest Quarter-;
thence South 00°-49100" West, along the Westerly line thereof
614.99 feet; thence South 89 008'30" East, 1315.15 feet to a
point in line that is 30.00 feet Westerly of and parallel with
the Easterly line of said West Half of the Southwest Quarter;
thence South 01 021'50" West, along said parallel line 59.93
feet to a point in the Northerly line of that land conveyed.to
the Poway Union School District, filed August 14, 19591n the .:
Office of the County Recorder of said County as Book 7828,
Page 296 of Official Records; thence along said Northerly line,
North 89009'25" West, 630.00 feet to a point in the West line
of said Poway Union School land; thence South 01 °21150" West,
along said West line, 653.00 feet to a point in the Southerly
line of the Northwest Quarter of said Southwest Quarter; thence
North 76 033110" West, 250.00 feet to the TRUE POINT OF BEGINNING;
thence South 78 011'50" West, 290.00 feet; thence North 11 °18'10"
West, 235.00 feet; thence, North 78 111'50" East, 290.00 feet;
thence South 11 048'10" East, 235.00 feet to'the TRUE POINT OF
BEGINNING.
Exhibit B
EXHIBIT C
CITY OF POWAY
CERTIFICATES OF PARTICIPATION
COMPONENT BREAKDOWN OF PRINCIPAL AND INTEREST
P-'fXz-l- UTE 11R:N; T pq coupcli K-1 E;7c- F-.C-P_ T�7W-
;y
967 245.650.55 -2,10
"E6;J- 1588 845,6'655
E5E,
4- --- 5'.
:ss; , - �,'H";
24E,
naJane
:991 246. 6=6,
'24,857.50 6.2 l-, 24E; G-E. Et
y i !931 24-:1 75Z. 5E
3!, 30-2. 5Q G. �a�.o 24: 753.50 ElGlvc.rl
:y 1 '932 23E,486.:7
'40,91'.00 6.750 230, 406.17 617, 602.34
1953 233, 131. 46
5.7. a,:,
'5,
I ,I O� 7.O010 23,,73',. 46 617,S7E.42
!v 1 1994 226,46 i. 35
-160,125.00 7.230 228. 4EL. 35 6:7,05.E5
iV. 1 1995 222; E' -i7 45
172, 535, 00 7.40`1 2-l"E57.85 616.331.63
185,74'_.0(: 7.500 216 616,343.50
FE' . 1.99, - 4333.61
-0 -.81 -7,":
196,555.00 7.600 c .9,334 6. c-
1938 201,786.7-
Csoo 4, z5i7. 50 7,650 201,786.72 618,144.95
-7 230,58:.00 7.700 '1972,56:.5e 617,742.03
164,754..19
19
245,795.00 7.750 ;64,704.19
:Z: , Y 200. 175,024.62
26s, oj 7.875 175, 024. V 61=,055.26
206E 164,432.35
8- 286,225.00 7.875 164,432.3E 617,089.73
5 063.
3, jo
3'. , 64S. 00 7.87 1153;06;.50 620, 012.09
F.Bf-- 3 -
204
336, 26-2. 0 7.675 140,725.86 6. 17,7:4,2.
127,455.52
Q: 365, 065. 00 7.875 12=,'465.52 6220,056.04
200E 113, ;10.30
C7 jl- 352,9-�-. 50 7.675 13. :�".30 b20,126.10
� h -
F-V;-A.lY 1 2007
A� - ;cl 422, 7K. N 7,675 57,600.!? 617,930.36
205 6::,555.26
7,E75 R. 6:S,btl,b3
4, 957. 50
2009
4931185.00 7.675 62,523.12 6-9,031.24
2010 43.50-1,.56
P,ELE7
46,615.00 7,675 43;501.96 6-.E,622.9--
22,571.6-:
P!, 3 1
,�z, 573,247.50 7.875 22,57:.62 616,390.74
T07AL 6,405,000.00 8,679,760.57 15,084,760.57
C-1
0 330 83
CITY OF POWAY
CERTIFICATES OF PARTICIPATION
COMPONENT BREAKDOWN OF PRINCIPAL AND INTEREST
NEifi BCa -A D vAi? CG�'SE:
PAYM ;- DATE PR;N ;:+;;: WU30F i6iERES'. FISCAL TGTAL
FEP,RIP,R'Y 1 1967 26,354.85
ACGJST i 26,304.85 56,605.70
'EBRJ�RY' ' 196E 'c6.304.65
A 'S' 2E, 304.85 56; 6'''.. 70
F-- J' Y i 1567
AGS: 1 26,30 =.85 56,605.70
28, 304.85
AL'G ES : 14,'!32.50 6.250 28,304.65 70,942.70
FEE zJ +Y ;55: 27,85b.96
ABC 1ST : 15,OE7.50 6.500 27,85E.5E 70,761.42
FEPR.;ARY 1 1932 27,367.27
AJuJS' : 16,170.00 6.7 0 27,367.27 70,504.53
FEBRUARY 1 1993 26,821.53
AUSUS? 1 17,E72.50 7.000 26,82:.53 70,915.5E
FEBRJRY 1 1994 26,2: E. 99
AJSST I 18, 375.00 7.200 26; 2:6.99 70, 806.96
cBR;;A -i : 1995 25,:,.;5.49
AJGUST 1 19,845.00 7.400 25,555.49 70,955.98
FEPiJ,,�RY . 1996 24,6211.23
AU'3!i5' 1 21,3.-..00 7.500 24,82:.23 70, 957.45
FZH; LY ; 1997 24,C-21.91
RU9 5`. 1 22,785,00 7.600 24,02:.91 70,828.63
1956 23,156.06
24,62M 0 7.650 23,156.06 70, 934.67
FE6R RY ;999 2,214.27
A95s' ' 26,460.00 7.700 22,214,27 70,866.55
FEBRA;ti' [ 2050 21,195.5b
AJ3 S 3 28, 665.0'v' 7.750 21, 195.56 71,056,13
FEBRSARY ; 2001 20,024.79
MA, ; 30,670.00 7.875 20,064.79 7;,039.59
FEPRJARY i 2002 18 SES.29
Auu S 33,075.00 7.875 16.661.29 70,8133.58
FE6RUARY : 2003 17,565.96
AUSUST 1 - - 36,015.00 7.875 17,566.96 71,148.92
FEBRUARY 1 2004 6,146.87 - --
9J5 ^T 1 36, 587.50 7.875 16,146.87 70, 665.24
FE89JARY ; 2005 14,625.49
A S i 41,895.00 1.675 14,625.45 71,153.97
FCBRO?RY 3 2006 12,975.87
A GJ5? 1 45, 202.50 7.875 112, 979.67 71,162.24
FEbiJARY 1 2007 11,200.02
AJSJST ' 48,5 :0.00 7.875 11,200.02 70,9:0.04
pEBRU4RY 1 2006 9,269.54
AJG ;57 1 52, 55E. 50 7.875 9, 269.94 71,132.36
FEbRJARY 1 2099 7,220.69
AJG'!9? 1 56, 595.00 7.675 7,220.69 7i,036.377
FEB.RJAZY ; 2010 4,952.26
AJG_ST I 61,005.00 7.875 4,93E.2E 70,969.5E
F"BRUARY 1 2011 2,590. :9
AUGUST I 65,782.50 7.875 2,590.19 70,962.87
TDTIL 735,000.00 996,038.10 1,731,038.10
C -2
I
CITY OF POWAY
CERTIFICATES OF PARTICIPATION
COMPONENT BREAKDOWN OF PRINCIPAL AND INTEREST
PAYYE%-! DA7E PRIN:'DA-: mJp-% 1 N7: R, --; - =: S 7 0 1 A_
FE-K-'zz ;•i 1 1367 1i 0, :,6.60
26'0,277.20
170 K. 60 220, 277. ZO
277.
55, 770. 00 6.250 1 lC; :38. V, E76,647.20
I
FEBURY 171: 10E,39r.75
sa, sx. 00 6. J00 1081 i 1i 5. 79 275, 42'.. 57
1992 106.490:3:
6.750 H, 430.31 E75,900.63
cER_A;Y 593 104,3= . 76
2".53
67, 00 7.40 104,36E.75 275,94
URY 1994
71,500.00 7.200 102, N4.4! 275, 528. 8
199C
I � 93, 440. 4
7-1, 00 7.400 99,440.41 276,:00.62
1996 96,563.2-7
AL;"- _7 i 82,540.00 7. 5',Yj 96,563.27 276,106.5-5
S 9::.473.0=
66, s;- 1 011*1 7. 53, ;73.1 275, Ct'
FE6114R � v
!SZE 90,103.54
F:.AJ5,:- qc 95,810.00 71651� 90,103.54 276,017.66
p H 433.21
A 106,960.0", 7.700 66,431.2: 2751838.42
6 2' 4 7- , F5
,-GE z ' ..IV i 20A,
v
..J� . V
p LIE- 1 111,540.00 7.751 5[,475.25 676,49'"'.50
FE'S' A,,Y 1 2001 76,153.0;
AJ9 S: 1 20, !a . oo 7.875
75,153..'2 276,465.;5
73,42.35
FEEL"' f 1 2002 -7
A "d G q �7 1 128, 700. 00 7.875 73 423. 35 2-5,546.70
F:-B;7JZZv 1 2010 *;3 66:35-5,7S
pjal:z- 1 140, 140. 00 7.875 68,355.79 276,851.57
ELZ
.-RDY 1 2004 62 637.76
I
AJ-3"'T i 150,150.00 7.875 6-1,537.76 275, 6.25. 51
FGet„hiY i 211.�
vvl 56.9GG.bc
163,020.07 7.875
5&192;.82 276,671:24
FEbR'JAR 2001, 550,506.7:
175,830.00 7.875 5U, 505.71 276,903.4.
20oi 43, SE. (14
186, 760. U0 7.8751 43,58..04 275,92E.07
2006 3E,146.6,
204,43:'.00 7.875 36,146.61 27,-,787.23
,;6 1 220,22.".0(: 7.875 6'8,;96.82 276,42.64
FEE;3RY :
; 2010
19,425 .
66
1 237,380.00 7.875 19 : 66 276,c31.31 F -Fj,;Y I r. 1 .0 0 76 . 66
255,970.00 7.875 :0,076.82 276,27.64
-.08
2, 860, 000.00 3,875,74'. 6, 735 740.08
C-3
o.. 85
CITY OF POWAY
CERTIFICATES OF PARTICIPATION
COMPONENT BREAKDOWN OF PRINCIPAL AND INTEREST
>: C ^
f:0 :�IOt, . -..A. ikPj;1VEFEA'. PkCJcCT
PAY #,6:47 DATE PR!NzipA_ CGUPIY ItT =BES7 - 'SCA_ 70TA:
5
FE- KA.31' ' 1967 38 ,:00. U
,4p, ,7 ; 365,100.00 770,200.00
FEH it I 198E 3EC,100.00
38c,100.03 770,200.00
FE'r.= 5 - ^.iY ! 1589 365 :(X'.OU
365., 1(:U. 00 77x. c00. 00
FEHJA5Y 1 1950 MCI, 100.00
ti SJS7 1 195,00".00 6.250 385,1Cw.OU 965,200.00
FEEnA.y 1 199'. 379,OU6.25
PUSS" 1 205,000.00 6.500 379, 006. c5 963,0112.50
FEEn59Fy i 1992 37 2,34.75
AJE_S7 1 220,000.00 6.750 372,343.75 964,667.50
FEFA;Y : 159' 364,9!6,7S
415JS7 : 235,000.00 7.090 364,91-8.75, 964,837.50
FE6itiA9Y 1 1994 356,693.75
4J.— -7 250,00".00 7.200 356,E93.75 963,387.50
FEE.J4:Ay ' 1995 347,69175
270,000. 00 7.400 347,69-'.75 965,367.50
FEERjARY 1 1995 337,703.75
,4;3;37 1 230, ON. 00 7.500 337,703.75 965,407.50
FEBAJR�Y : ;997 326,826.75
k5Jc' ' 3,0,000.00 7.600 3261620.75 563,657.50
FEEitu,ny 1 1993 3,5,046.75
,4C3US7 , 335,001.00 7.ESO 315,048.75 965,097.50
FEBAJARY ; 1993 302;235.0"
360,000.04 7.700 302.235.00 964,470.00
FEF,,. PA7Y 1 2000 2.85, 375.00
370,00".00 7.750 tbd,37..00 960,750.04
F: z, ;,;y ! 2001 273, =62: 50
A J.S. 1 420,0 "0.00 7.875 273,262.50 966,5:5.00
FEEnu „ny 1 2002 256, 7K, 00
Fti 3” 1 450, 000.00 7.875 256, 7c5. O" 9633, 450. W
FEE21;A;y 1 2003 239,006.25
A0JS7 1 490,600.00 7AM 239,006.25 968,('12. 50
FEH4'A•Y 1 EM4 2119,72.50
4!EOS7 1 52 [5,000.00 7.875 219,712.50 954,425.00
FEPiJAR.Y : 2005 155,040:63
AUG;.S 1 570;000.00 7.675 :59,040,6: 96E,081.25
F`E.JA.Y 1 2006 ;76,596.86
ixiJL57 1 615, ON. 00 7.875 176,596.86 968,:93,75
BF. AhY 1 2007 152,36 ;.25
rlt;ouJ: ,
66 ",000.00 7,875 152,361.25 964,762.50
F`ER A.Y 1 2006 126,39-,,75
715,000.00 7.875 126,3':3.75 967,767.50
aRJA =:Y 2009 98,C ki:. 63
iYJQ, , 770,000.00 7.875 98,240.53 955,481.25
FEBFJA.Y I 2010 67,5;1.88
AJuuS : 8301000.00 7.675 67,921.88 965,843.75
FEBnUA.Y' ; 201; 335,240.63
ko'! ST : 895,000.00 7.875 35,240.63 965,481.25
SCTA. ,0,000,000.00 13,551,530.75 23,551.,538.75
C -4
�j0�. 86
EXHIBIT D
OPTION TO PURCHASE - PREPAYMENT SCHEDULE
FOR THE PERFORMING ARTS CENTER COMPONENT
CERTIFICATE
REDEMPTION DATE
PRINCIPAL COMPONENT
OF THE PURCHASE
OPTION PRICE
August
1,
1996
through
July
31,
1997
$5,338,567.50
August
11
1997
through
July
31,
1998
$5,140,012.50
August
1,
1998
through
July
31,
1999
$4,925,445
August
1,
1999
through
July
31,
2000
$4,694,865
August
1,
2000
and thereafter
$4,445,070
08 -15 -86
2322k/2345/009
EXHIBIT D
OPTION TO PURCHASE - PREPAYMENT SCHEDULE
FOR THE SWIMMING POOL COMPONENT
CERTIFICATE
REDEMPTION DATE
PRINCIPAL COMPONENT
OF THE PURCHASE
OPTION PRICE'
August
1,
1996
through
July
31,
1997
$2,436,580
August
1,
1997
through
July
31,
1998
$2,347,920
August
1,
1998
through
July
31,
1999
$2,252,110
August
1,
1999
through
July
31,
2000
$2,149,150
August
1,
2000
and thereafter
$2,037,610
08 -15 -86
2322k/2345/009
EXHIBIT D
OPTION TO PURCHASE - PREPAYMENT SCHEDULE
FOR THE PARK COMPONENT
CERTIFICATE
REDEMPTION DATE
August 1, 1996 through July 31, 1997
August 1, 1997 through July 31, 1998
August 1, 1998 through July 31, 1999
August 1, 1999 through July 31, 2000
August 1, 2000 and thereafter
08 -15 -B6
2322k/2345/009
PRINCIPAL COMPONENT
OF THE PURCHASE
OPTION PRICE
$612,623
$589,838
$565,215.50
$538,755.50
$510,090.50
Component
EXHIBIT E
COMPUTATION AND CAPITALIZED INTEREST
Capitalized Interest
Computation Date
Swimming Pool January 1, 1989
Performing Arts Center September 1, 1989
Neighborhood Park March 1, 1988
TOTAL:
08 -15 -86
2322k/2345/009 Exhibit E
89
Amount
$ 532,336.57
$1,521,048.73
$ 89.632.02
$2,143,017.32