County of San Diego - Sheriff's Substation Lease�I �,.,�7C # 199t= 0017503
RECORDED REOUEBT OF Fier 2 1C!jr TITLE 14- JAN -1997 01 -00 PM
CO jr�LRCIk1.1 jTRIAI, DEPARTMENT
RECORDING REQUESTED BY ) OFFICIAL RECORDS
270 SAN DIEGO COUNTY RECORDERS OFFICE
AND WHEN RECORDED MAIL TO: ) GREGORY SMITH, COUNTY RECORDER
FEES: 0.00
STRADLING, YOCCA, CARLSON & RAUTH ) HA
660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attention: Denise E. Hering, Esq. )
[Space above for Recorder's use.]
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 December 1, 1996
Relating to
$4,375,000
1996 CERTIFICATES OF PARTICIPATION
(SHERIFF SUBSTATION PROJECT)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND EXHIBITS
•4 271
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 Improvement
of the Project; Essentiality ..........................
SECTION 3.3
Compliance with Law .............................
SECTION 3.4
Payment of Costs ................................
SECTION 3.5
Completion Date; Certification ........................
SECTION 3.6
Substitution and Release ...........................
SECTION 3.7
.
Further Assurances and Corrective Instruments .............
ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE; LEASE PAYMENTS
SECTION 4.1
SECTION 4.2
SECTION 4.3
SECTION 4.4
SECTION 4.5
SECTION 4.6
SECTION 4.7
SECTION 4.8
SECTION 4.9
SECTION 4.10
SECTION 4.11
SECTION 4.12
Lease....... ...............................
Term....... ...............................
Extension of Lease Term .......................... .
Lease Payments .................................
No Withholding ...................... ....... .
Fair Rental Value ....................... .
Budget and Appropriation ..........................
Assignment of Lease Payments ......................
Use and Possession ............................. .
Abatement of Lease Payments and Additional Payments .......
Additional Payments .............................
Net - Net -Net Lease ............................. .
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ARTICLE V
INSURANCE
SECTION 5.1 Public Liability and Property Damage .................. 13
SECTION 5.2 Worker's Compensation ........................... 14
SECTION 5.3 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 ........................ 17
ARTICLE VII
COVENANTS WITH RESPECT TO THE PROJECT
SECTION 7.1
SECTION 7.2
SECTION 7.3
SECTION 7.4
SECTION 7.5
SECTION 7.6
SECTION 7.7
SECTION 7.8
SECTION 7.9
SECTION 7.10
SECTION 7.11
Use of the Project .............................. 18
Leasehold Interest in the Project ...................... 18
Option to Prepay Lease Payments ..................... 18
Quiet Enjoyment ............................... 19
Installation of City's Personal Property ................. 19
Access to the Project ............................. 19
Maintenance, Utilities, Taxes and Assessments ............. 19
Modification of the Project ......................... 20
Liens....... ............................... 20
Agency's Disclaimer of Warranties .................... 21
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 Assignment and Subleasing by the City ................. 22
SECTION 8.3 Amendments and Modifications ...................... 23
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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1
Defaults and Remedies ............................
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SECTION 9.2
Waiver ...... ...............................
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SECTION 9.3
No Remedy Exclusive ............................
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SECTION 9.4
Agreement to Pay Attorneys Fees and Expenses ............
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SECTION 9.5
No Additional Waiver Implied by One Waiver .............
27
SECTION 9.6
Application of the Proceeds Following Default .............
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SECTION 9.7
Trustee and Certificate Owners to Exercise Rights ...........
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ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION 10.1 Security Deposit ............................... 27
SECTION 10.2 Extraordinary Prepayment From Net Proceeds ............. 28
SECTION 10.3 Optional Prepayment ............................. 28
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 ........................... 29
SECTION 11.2 City Payment Requirement ........... _ ............. 29
SECTION 11.3 Information ... ............................... 29
ARTICLE XII
MISCELLANEOUS
SECTION 12.1
Notices ...... ...............................
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SECTION 12.2
Binding Effect .................................
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SECTION 12.3
Severability ... ...............................
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SECTION 12.4
Execution in Counterparts ..........................
31
SECTION 12.5
Applicable Law . ...............................
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SECTION 12.6
Captions ..... ...............................
31
Signatures ............... ............................... S -1
Exhibit A - Description of the Site ............................. A -1
Exhibit B - Schedule of Lease Payments ......................... B -1
Exhibit C - Lease Supplement ............................... C -1
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LEASE AGREEMENT
274
THIS LEASE AGREEMENT, dated as of December 1, 1996, is entered into by and
between the POWAY REDEVELOPMENT AGENCY, a political subdivision of the State of
California (the "State ") duly organized and existing under the laws of the State of California, as
lessor (the "Agency "), and the CITY OF POWAY, a municipal corporation of the State duly
organized and existing under and by virtue of the Constitution and laws of the State of California,
as lessee (the "City");
WITNESSETK-
WHEREAS, pursuant to the Government Code of the State of California, the City may
enter into leases and agreements relating to real property to be used by the City;
WHEREAS, the Agency and City desire to enter into this Lease Agreement (the "Lease ")
and authorize the execution and delivery of certificates of participation, described below,
evidencing proportionate interests in certain rights of the Agency under this Lease, including the
right to receive lease payments to be made by the City hereunder, in order to finance the
acquisition and construction of certain public improvements to be located on the site described in
Exhibit A hereto, which site and improvements are referred to herein collectively as the
"Project "; and
WHEREAS, the City has entered into a lease agreement of even date herewith (the
"County Lease ") with the County of San Diego (the "County") under which the County has
agreed to lease from the City the Project, which is described in Exhibit A hereto, and which
County 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 the Project 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 EXHIBITS
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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.
"Agency Contribution Agreement" means that certain Agency Contribution Agreement by
and between the Agency and the Trustee dated as of December 1, 1996 as amended and
supplemented from time to time.
"Assignment Agreement" means that certain Assignment Agreement by and between the
Agency and the Trustee dated as of December 1, 1996 as amended and supplemented from time
to time.
"Certificates" means the $4,375,000 1996 Certificates of Participation (Sheriff Substation
Project), 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 Project designated in Exhibit A hereto as a
Component, as such Exhibit A may be amended from time to time in accordance herewith.
"County" means the County of San Diego, State of California.
"County Lease" means the County Sublease Agreement, dated as of December 10, 1996,
by and among the Agency, the City, as lessor, and the County, as lessee, as amended and
supplemented from time to time, and any duly authorized and executed amendments thereto.
"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.
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"Insurer" or "Bond Insurer" means MBIA Insurance Corporation, a stock insurance
company incorporated under the laws of the State of New York, 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
County Lease, as it may be amended from time to time; (5) any right or claim of any mechanic,
laborer, materialman, supplier or vendor filed or perfected in the manner prescribed by law after
the Delivery Date for the Certificates which is being contested by the City in accordance with
Section 7.8(b) hereof, (6) easements, rights of way, mineral rights, drilling rights and other
rights, reservations, covenants, conditions or restrictions which exist of record as of the Delivery
Date for the Certificates and which the City certifies in writing on the Delivery Date for the
Certificates will not materially impair the use of the Site for its intended purposes; and
(7) easements, rights of way, mineral rights, drilling rights and other rights, reservations,
covenants, conditions or restrictions established following the Delivery Date for the Certificates,
or existing on any real property substituted for the Project, 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
Project, or real property substituted for the Project, as the case may be for its intended purposes.
"Project" means collectively, the Site and all buildings and capital improvements located
thereon.
"Site" means the real property described from time to time in Exhibit A hereto, as such
Exhibit A may be amended and supplemented from time to time in accordance with the
provisions of this Lease
"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 First Trust of California, National Association, as trustee, the City and the Agency, as
amended and supplemented from time to time.
SECTION 1.2 Exhibits. The following Exhibits are attached to, and by reference
made a part of, this Lease:
Exhibit A: Description of the Site.
Exhibit B: Schedule of Lease Payments.
Exhibit C: Lease Supplement.
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ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1 Representations, Covenants and Warranties of the City. The City
represents, covenants and warrants to the Agency as follows:
(a) Due Organization and Existence. The City is a political subdivision of the
State, duly organized and validly existing under and by virtue of the Constitution and laws of the
State, with the power and authority to own, lease and acquire real and personal property and
equipment.
(b) Authorization: Enforceability. The Constitution and laws of the State
authorize the City to enter into this Lease, the County Lease 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 County Lease 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 County Lease 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 Project, 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 County Lease 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 Party for any
legal or other expenses incurred by it in connection with investigating any claims against it and
defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of
the transactions contemplated by this Lease, the Trust Agreement or the County 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
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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 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
redevelopment agency duly organized, validly existing and in good standing under and by virtue
of the laws of the State, has the power to enter into this Lease, the 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
Assignment Agreement and the Trust Agreement. This Lease, the Assignment Agreement and
the Trust Agreement constitute the legal, valid and binding obligations of the Agency,
enforceable in accordance with their respective terms, except to the extent limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
affecting the rights of creditors generally.
(b) No Encumbrances. The Agency will not sell, assign, pledge or encumber
the County Lease, this Lease, the Lease Payments, the Additional Payments or any other amounts
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derived from the Site or the Project or from its other rights under this Lease or the County
Lease, except for Permitted Encumbrances and except as expressly provided under the terms of
this Lease, the County 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 Assignment Agreement, the County Lease or the Trust
Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof,
nor the consummation of the transactions contemplated hereby or thereby, conflicts with or
results in a breach of the terms, conditions or provisions of the formation documents of the
Agency or any restriction or any agreement or instrument to which the Agency is now a party or
by which the Agency is bound, or constitutes a default under any of the foregoing, or results in
the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the
property or assets of the Agency or upon the Site or the Project, 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 Assignment Agreement, the County Lease and the Trust Agreement in accordance
with the Constitution and laws of the State.
(e) General Tax and Arbitrage Covenant. So long as no Event of Default has
occurred, the Agency covenants that, notwithstanding any other provision of this Lease, it will
make no use of the proceeds of the Certificates or any Additional Certificates or of any other
amounts or property, regardless of the source, or take any action or refrain from taking any
action that may cause the obligations of the City under this Lease to be "arbitrage bonds" subject
to federal income taxation by reason of Section 148 of the Code or to cause the Interest
Component of the Lease Payments to become subject to State of California personal income
taxation.
In addition, so long as no Event of Default has occurred, the Agency covenants
that it will not make any use of the proceeds of the obligations provided herein or in the Trust
Agreement or of any other funds of the City or take or omit to take any other action that would
cause such obligations to be "private activity bonds" within the meaning of Section 141 of the
Code, or "federally guaranteed" within the meaning of Section 149(b) of the Code. To that end,
so long as no Event of Default has occurred, so long as necessary to maintain the exclusion from
gross income for federal income tax purposes of the Interest Component of the Lease Payments,
the Agency will comply with all requirements of such Sections and all regulations of the United
States Department of the Treasury issued thereunder and under Section 103 of the Code, to the
extent that such requirements are, at the time, applicable and in effect.
(f) Maintenance of Existence. The Agency hereby covenants and agrees that
during the term hereof it will maintain its existence as a redevelopment agency, will not dissolve
or otherwise dispose of all or substantially all of its assets, if any, will not become a general or
limited partner in any partnership or a joint venturer in any joint venture and will not combine or
consolidate with or merge into any other entity or permit one or more other entities to consolidate
with or merge into it, unless such action (A) will not cause a merger of the City's leasehold
estate in the Project and the successor thereto is a public agency which expressly agrees to
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assume all rights and responsibilities of the Agency under the Assignment Agreement, the Trust
Agreement and this Lease and (B) is consented to in writing by the Insurer.
ARTICLE III
ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT
SECTION 3.1 Deposit of Certificate Proceeds. On the Delivery Date for the
Certificates and on the Delivery Date for any Additional Certificates, the Agency agrees to pay
or cause to be paid to the Trustee the amount specified in Section 401 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; Essentiality. The City agrees to occupy and take possession of the Site on
January 15, 1997. 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 the
Certificates paid to the City by the Agency pursuant to Section 3.1 above and, except as set forth
in the Agency Contribution Agreement, the Agency shall have no responsibility with respect
thereto. The Agency hereby represents that the Project, upon completion, will be essential to the
provision of law enforcement services within the boundaries of the City and the Agency's project
area.
SECTION 3.3 Compliance with Law. The City shall comply with all applicable
provisions for bids and contracts prescribed by law with respect to the Project, including, without
limitation, Sections 20110 et sec. of the Public Contracts Code and Article 42 (commencing with
Section 20670) of Part 3 of Division 2 of the Public Contracts Code.
SECTION 3.4 Payment of Costs. Payment of the Costs shall be made from the
moneys deposited with the Trustee in the Project Fund as provided in Section 3.1 hereof and
Section 402 of the Trust Agreement, which shall be disbursed from the Project Fund in
accordance and upon compliance with Section 402 of the Trust Agreement.
SECTION 3.5 Completion Date; Certification. Upon the completion of acquisition,
construction, delivery and installation of the Project, the City shall deliver to the Trustee a
Completion Certificate with respect thereto. On the date of filing the Completion Certificate, all
excess moneys remaining in the Acquisition and Construction Account of the Project Fund 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 Project or to release a portion of the real property or improvements
constituting the Project, if it has provided the Trustee with a written Lease Supplement and has
obtained and provided to the Trustee each of the following:
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(a) Written consent of the Insurer;
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(b) Written confirmation from each Rating Agency that has rated the
Certificates that its then existing rating with respect to the Certificates will not be reduced
or withdrawn as a result of such addition, substitution or release;
(c) A certificate from an independent and qualified MAI real estate appraiser
selected by the City setting forth his or her findings that the Project 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; provided,
however, that notwithstanding this subsection (c) the City may select an alternative
replacement Property in accordance with this Lease in the event of damage or destruction
of the Property;
(d) Certification by the Agency that the essentiality of the substituted property
is comparable to that of the Project;
(e) Certificates of insurance applicable to the Project (at and after the addition,
substitution or release) which comply with the requirements of Article V hereof; and
(t) No prior liens on the substituted property which are unacceptable to the
Insurer;
(g) 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, as amended, remain legal, valid
and binding obligations of the City; and
(h) Title insurance for the substituted property provided prior to the release of
the Project or evidence that the existing title insurance policy is not adversely affected by
such substitution.
In connection with a substitution or release, all interests of the Agency, and its assignee,
in the portion of the Project released shall terminate and the Agency and its assignee shall
execute and record with the County Recorder of the County of San Diego all documents deemed
necessary by the City to evidence such termination of interest. Upon receipt of the items
described in subparagraphs (a), (b), (c), (d) and (e) above, the Trustee also shall execute a Lease
Supplement and, if necessary, a Supplemental Trust Agreement, and shall not impose on the City
any further conditions or prerequisites to the requested addition, substitution or release. The City
shall cause the Lease Supplement to be recorded in the real property records of the City.
All costs and expenses incurred in connection with such addition, substitution or release
shall be borne by the City. No addition, substitution or release under this Section 3.6 shall be,
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by itself, the basis for any reduction in or abatement of the Lease Payments due from the City
hereunder.
SECTION 3.7 Further Assurances and Corrective Instruments. The Agency and
the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Project
hereby leased or intended so to be or for carrying out the expressed intention of this Lease.
ARTICLE IV
AGREEMENT TO LEASE; TERM OF LEASE; LEASE PAYMENTS
SECTION 4.1 Lease. The Agency hereby leases the Project to the City upon the
terms and conditions set forth herein.
The Agency shall continue to have and hold a fee estate in said Project throughout the
term of the Lease.
SECTION 4.2 Term. The Term of this Lease shall commence on the Delivery Date
for the Certificates and shall end on August 1, 2026, unless extended pursuant to Section 4.3
hereof, or unless terminated prior thereto upon the earliest of any of the following events:
(a) Payment of All Lease Payments. The payment by the City of all Lease
Payments required under Section 4.4 hereof and all Additional Payments required under
Section 4.11 hereof and the occurrence of the first date upon which the Certificates are no longer
Outstanding under the Trust Agreement; or
(b) Prepayment. The optional prepayment of all Lease Payments in
accordance with Section 10.3 hereof and the payment of all Additional Payments due through
such prepayment date and the occurrence of the first date upon which the Certificates are no
longer Outstanding under the Trust Agreement.
SECTION 4.3 Extension of Lease Term. The Term of this Lease may be extended
up to August 1, 2036. 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, 2036.
SECTION 4.4 Lease Payments.
(a) Time and Amount. Subject to the provisions of Section 4.10 (regarding
abatement in event of loss of use of any portion of the Site) and Article 10 hereof (regarding
prepayment of Lease Payments), the City hereby unconditionally and irrevocably agrees to pay to
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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 City hereby further unconditionally and irrevocably agrees to
pay to the Agency, its successors and assigns, all amounts, if any, received by the City from the
County pursuant to the County Lease and the Agency hereby agrees that the obligation of the
City to pay Lease Payments hereunder shall be deemed paid and satisfied to the extent that any
such County payment under the County Lease is received by the Trustee. 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 the first Interest Payment Date following receipt
by the Trustee of the Completion Certificate pursuant to Section 3.5 hereof (the "Lease Payment
Date ") as set forth in Exhibit B hereto. In the event that any Additional Certificates are executed
and delivered pursuant to the Trust Agreement, the City and the Trustee shall execute an
amendment to Exhibit B to state the Lease Payments due hereunder as a result of the execution
and delivery of such Additional Certificates.
(b) Credits. Any amount held in the Lease Payment Fund or the Interest
Account of the Certificate Fund on the date any Lease Payment is made by the City (other than
amounts required for payment of past due Principal Components or Interest Components with
respect to any Certificates or Additional Certificates that have matured or been called for
redemption and have not been presented for payment or amounts which have been paid with
respect to a prior Lease Payment Date but not yet distributed to Owners) and available for
payment of Lease Payments shall be credited towards the Lease Payment then due and payable.
No payment need be made by the City on any Lease Payment Date if the amounts then held in
the Lease Payment Fund and the Interest Account of the Certificate Fund (other than those
amounts excluded under the prior sentence and amounts transferred from the Reserve Account
which causes the balance therein to be less than the Reserve Requirement) and available for
payment of Lease Payments are at least equal to the Lease Payment then required to be paid.
(c) Rate on Overdue Payments. In the event the City should fail to make any
Lease Payments required by this Section 4.4, or any portion of any such Lease Payment, the
Lease Payment or portion thereof in default shall continue as an obligation of the City until the
amount in default shall have been fully paid, and the City agrees to pay the same with interest
thereon, to the extent permitted by law, from the date such amount was originally payable at the
rate equal to the original interest rate payable with respect to each Certificate or Additional
Certificate, as applicable, represented by such delinquent Lease Payment.
SECTION 4.5 No Withholding. Notwithstanding any dispute between the Agency
and the City, other than a dispute arising under Section 4.10 hereof as a result of which the City
has concluded that it may not legally pay the Lease Payments in dispute, the City shall make all
Lease Payments and Additional Payments when due and shall not withhold any Lease Payments
or Additional Payments pending the final resolution of such dispute.
SECTION 4.6 Fair Rental Value. The Lease Payments and the Additional Payments
(as defined in Section 4.11 hereof) shall be paid by the City in consideration of the right to the
use and possession of the Project 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
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not exceed the fair rental value of the Project during the Term of this Lease. In making such
determination, consideration has been given to the fair rental value of the Project (including but
not limited to costs of maintenance, taxes and insurance), the uses and purposes which may be
served by the Project 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 1998 -99 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 which
shall be on or before August 30 a certificate stating that the Lease Payments and Additional
Payments were included in the final budget as adopted.
To the extent that the amount of such payment becomes known after the adoption of the
annual budget, such amounts shall be included and maintained in such budget as amended. The
City covenants to take such action as is necessary to include such amounts in a supplemental
budget of the City. The covenants on the part of the City herein contained shall be deemed to be
and shall be construed to be ministerial duties imposed by law and it shall be the ministerial duty
of each and every public official of the City to take such action and do such things as are
required by law in the performance of the official duty of such officials to enable the City to
carry out and perform the covenants and agreements in this Lease agreed to be carried out and
performed by the City.
The obligation of the City to pay Lease Payments and Additional Payments hereunder
shall constitute a current expense of the City payable from all legally available funds and shall
not in any way be construed to be a debt of the City, or the State, or any political subdivision
thereof, in contravention of any applicable constitutional or statutory limitation or requirements
concerning the creation of indebtedness by the City, the State, or any political subdivision
thereof, nor shall anything contained herein constitute a pledge of general revenues, funds or
moneys of the City or an obligation of the City for which the City is obligated to levy or pledge
any form of taxation or for which the City has levied or pledged any form of taxation.
SECTION 4.8 Assignment of Lease Payments. Certain of the Agency's rights under
this Lease, including the right to receive and enforce payment of the Lease Payments to be made
by the City hereunder, have been assigned to the Trustee, subject to certain exceptions, pursuant
to the Assignment Agreement, to which assignment the City hereby consents. The Agency
hereby directs the City, and the City hereby agrees, to pay to the Trustee at the Trustee's
corporate trust office, or to the Trustee at such other place as the Trustee shall direct in writing,
all Lease Payments and Prepayments thereof payable by the City hereunder. The Agency will
not assign or pledge the Lease Payments or other amounts derived from the Project 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 Project
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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 Project, subject only to the Permitted Encumbrances,
including without limitation the County Lease.
SECTION 4.10 Abatement of Lease Payments and Additional Payments. Except
to the extent that proceeds of the type described in the following paragraph are available, the
amount of Lease Payments and Additional Payments shall be abated during any period in which
there is substantial interference with the use or possession of all or a portion of the Project 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 Project 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
Project. 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 Project, the City shall remain obligated to make Lease Payments (i) in an amount not
to exceed the fair rental value during each Fiscal Year for the portion of the Project 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 Project, or any portion thereof, are available to pay the amount which would
otherwise be abated; or (iii) to the extent that moneys are available in the Certificate Fund
(including the Reserve Account) or the Lease Payment Fund to pay the amount which would
otherwise be abated, in which event the Lease Payments shall be payable from such amounts as
an obligation of the City payable from a special fund.
SECTION 4.11 Additional Payments. Subject to Section 4.10 hereof (regarding
abatement in event of loss or use of any portion of the Site) and Article 10 hereof (regarding
prepayment of Lease Payments), the City shall also pay such amounts (herein called the
"Additional Payments ") as shall be required to be paid by the Agency for the payment of all
amounts, costs and expenses incurred by the Agency in connection with the execution,
performance or enforcement of this Lease or any assignment hereof, the Trust Agreement, its
interest in.the Project and the lease of the Project to the City, including but not limited to
payment of all taxes and assessments levied on the Site, all insurance premiums with respect to
the insurance the City is obligated to maintain under the Lease, amounts to be rebated to the
federal government, and fees, costs and expenses and all administrative costs of the Agency
related to the Certificates, any Reserve Credit Facility, the Project, including, without limiting
the generality of the foregoing, salaries and wages of employees, all expenses, compensation and
indemnification of the Trustee payable by the Agency under the Trust Agreement, fees of
auditors, accountants, attorneys or architects, and all other necessary administrative costs of the
Agency or charges required to be paid by it in order to maintain its existence or to comply with
the terms of the Certificates or of the Trust Agreement; but not including in Additional Payments
amounts required to pay the principal and interest in respect of the Certificates.
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Such Additional Payments shall be billed to the City by the Agency or the Trustee from
time to time, together with a statement certifying that the amount billed has been paid by the
Agency or by the Trustee on behalf of the Agency, for one or more of the items above
described, or that such amount is then payable by the City within fifteen (15) days after receipt of
the bill by the City. The City reserves the right to audit billings for Additional Payments
although exercise of such right shall in no way affect the duty of the City to make full and timely
payment for all Additional Payments.
SECTION 4.12 Net- Net -Net Lease. This Lease shall be deemed and construed to be a
"net- net -net lease" and the City hereby agrees that the Lease Payments shall be an absolute net
return to the Agency, free and clear of any expenses, charges, counterclaims or set -offs
whatsoever, except as expressly provided herein.
ARTICLE V
INSURANCE
Notwithstanding any provisions of Article V to the contrary, for so long as the County is
paying to the Trustee amounts under the County Lease which equal the City's then accrued Lease
Payment obligations hereunder, all of the insurance requirements contained in this Article V shall
be deemed fully satisfied by compliance with the insurance requirements under the County Lease.
SECTION 5.1 Public Liability and Property Damage.
(a) Coverage. Except as provided in the first sentence of this Article V, 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 Project.
(b) Limits. Said policy or policies shall provide coverage in the minimum
liability limits of $1,000,000 for personal injury or death of each person in each accident or event
and $3,000,000 for personal injury or deaths of two or more persons in each accident or event,
and in a minimum amount of $500,000 for damage to property resulting from each accident or
event (subject to a deductible clause of not to exceed $250,000). Such public liability and
property damage insurance may, however, be in the form of a single limit policy covering all
such risks in an amount equal to the aggregate minimum liability limits set forth herein.
(c) Joint or Self- Insurance. Such liability insurance may be maintained as part
of or in conjunction with any other liability insurance coverage carried by the City. Such
liability insurance may be maintained by the City in the form of self - insurance which complies
with Section 5.6(e) hereof.
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(d) Payment of Proceeds. The proceeds of such liability insurance shall be
applied toward extinguishment or satisfaction of the liability with respect to which the insurance
proceeds shall have been paid.
SECTION 5.2 Worker's Compensation. The City shall also maintain worker's
compensation insurance issued by a responsible carrier authorized under the laws of the State to
insure its employees against liability for compensation under the Worker's Compensation
Insurance and Safety Act now in force in the State; or any act hereafter enacted as an amendment
or supplement thereto, or in lieu thereof such insurance, or a part thereof, may be maintained by
the City in the form of self - insurance which complies with Section 5.6(e) hereof.
SECTION 5.3 Hazard Insurance.
(a) Coverage. Except as provided in the first sentence of this Article V, the
City shall maintain or cause to be maintained, throughout the Term hereof, a policy or policies of
insurance, issued by insurance providers rated no less than "A" by Standard & Poor's Ratings
Group or Moody's Investors Service, against loss or damage to the Site resulting from fire,
lightning, vandalism, malicious mischief and such perils ordinarily defined as "extended
coverage ", excluding flood and earthquake; provided, however, that a flood and earthquake rider
shall be purchased if the City, in its reasonable discretion, determines that such coverage is
available from reputable insurers at commercially reasonable rates. Said policy or policies shall
be maintained in an amount not less than the full replacement value of the Project, 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. Except as provided in the first sentence of this
Article V, 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 Project
caused by perils covered by the insurance required to be maintained as provided in Section 5.3
hereof. Such insurance shall be obtained not later than the Delivery Date for the Certificates and
shall be increased as required in connection with each issue of Additional Certificates.
(b) Joint Insurance. Such insurance may be maintained as part of or in
conjunction with any other rental interruption insurance carried by the City. The City may
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maintain rental interruption insurance through the Southern California Joint Powers Insurance
Authority Pool. If the City discontinues provision of rental interruption insurance through the
current self - insurance pool, the insurance provider of the substituted rental interruption insurance
must be rated no less than "A" by Standard & Poor's and Moody's and such insurance provider
shall be subject to the consent of the Bond Insurer.
(c) Payment of Proceeds. The proceeds of such rental interruption insurance
shall be paid to the Trustee as loss payee and deposited (1) first in the Reserve Account to make
up any deficiencies therein, and (2) second, in the Lease Payment Fund, to be held therein and
credited towards the payment of the Lease Payments in the order in which such Lease Payments
come due and payable.
SECTION 5.5 Title Insurance. Except as provided in the first sentence of this
Article V, 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 Project, in the form of a CLTA Owner's Policy with Western Regional
Exceptions. The title policy or policies in effect at any time with respect to the Site shall be in
an amount at least equal to the aggregate Principal Component of unpaid Lease Payments, issued
by a company of recognized standing duly authorized to issue the same. The title policy or
policies shall insure the City's fee simple estate and the Agency's and City's leasehold estate in
the substituted Project, subject only to Permitted Encumbrances. The proceeds of such insurance
shall be paid to the Trustee as loss payee and applied as provided in Section 6.1(a) hereof. The
City shall not maintain title insurance in the form of self - insurance.
SECTION 5.6 General Insurance Provisions.
(a) Form of Policies. All policies of insurance required to be procured and
maintained pursuant to this Lease, other than the worker's compensation insurance and the title
insurance specified in Sections 5.2 and 5.5 hereof, respectively, and any statements of
self - insurance shall provide that the City and the Trustee shall receive 30 days' notice of each
expiration, or any intended cancellation thereof or reduction of the coverage provided thereby.
Insurance required to be procured and maintained pursuant to Section 5.3 hereof (regarding
hazard insurance); Section 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 loss payee. All required insurance policies must be provided by a commercial
insurance rated A by Best or in the two highest rating categories of S &P and Moody's. All
policies shall name the Lessee, the Lessor, and the Trustee as insureds and the Trustee as loss
payee.
(b) Payment of Premiums. The City shall pay or cause to be paid when due
the premiums for all insurance policies required by this Lease.
(c) Protection of the Trustee. The Trustee shall not be responsible for the
sufficiency or adequacy of any insurance herein required and, upon the receipt of the prior
written consent of the Insurer, shall be fully protected in accepting payment on account of such
insurance or any adjustment, compromise or settlement of any loss agreed to by the City.
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(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 1
thereafter, there shall be filed with the Trustee a certificate of an actuary, independent insurance
consultant selected by the City, or other qualified person selected by the City, who may be the
City's Risk Manager, stating that, in the opinion of the signer, the method or plan of protection
is sound and affords adequate protection to the Agency, the City and the Trustee against loss and
damage from the hazards and risks covered thereby, and there shall also be filed with the Trustee
a certificate of the City stating that such substitute method or plan has been implemented. Self -
insurance for property and casualty and liability risks may be approved in writing by the Insurer
on an exception basis provided that the following minimum conditions are met:
a. The self insurance program must be approved by an independent insurance
consultant;
b. The self insurance program must be maintained on an actuarially sound
basis and the Insurer will annually receive a certified actuarial statement
attesting to the sufficiency of the program's assets;
C. The self insurance fund must be held in a separate trust fund by an
independent trustee;
d. In the event the self insurance program is discontinued, the actuarial
soundness of the claim reserve fund must be maintained.
The Trustee shall be fully protected in relying on the certificate provided in accordance with this
Section 5.6(e) and shall not be responsible for the review or verification of such certificate.
The City shall provide adequate reserves to cover the amount of any deductible provisions
of the insurance required to be maintained pursuant to Sections 5.1, 5.2, 5.3 and 5.4 hereof.
SECTION 5.7 Cooperation. The Agency shall cooperate fully with the City at the
expense of the City in filing any proof of loss with respect to any insurance policy maintained
pursuant to this Article and in the prosecution or defense of any prospective or pending
condemnation proceeding with respect to the Project or any portion thereof.
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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS
SECTION 6.1 Application of Net Proceeds.
(a) Deposit in Insurance and Condemnation Fund. Pursuant to Section 405 of
the Trust Agreement, the Trustee shall deposit the Net Proceeds of any hazard insurance required
by the County Lease and by Section 5.3 hereof and the proceeds of the title insurance required
by Section 5.5 hereof in the Insurance and Condemnation Fund promptly upon receipt thereof.
The City and /or the Agency shall transfer to the Trustee any other Net Proceeds received by the
City and /or Agency in the event of any taking by eminent domain or condemnation with respect
to the Project, for deposit in the Insurance and Condemnation Fund.
(b) Disbursement for Replacement or Repair of the Site. Upon receipt of the
prior written consent of the Insurer, the certification described in paragraph (1) below and the
requisition described in paragraph (2) below, the Trustee shall disburse moneys in the Insurance
and Condemnation Fund to the person, firm or corporation named in the requisition as provided
in Section 405 of the Trust Agreement.
(1) Certification. An Authorized Representative of the City must
provide to the Agency, the Insurer and the Trustee a certificate stating that:
(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 Project to a use which
will have an annual fair rental value not less than maximum the annual
Lease Payments and Additional Payments (assuming that the annual
Additional Payments due in the future will equal the maximum annual
Additional Payments prior to such date) due hereunder, and
(ii) Timely Completion. In the event that damage, destruction,
title defect or taking results in an abatement of Lease Payments or
Additional Payments, such replacement or repair can be fully completed
within a period not in excess of the period in which rental interruption
insurance proceeds as described in Section 5.4 hereof, together with other
legally available funds, will be available to pay in full all Lease Payments
and Additional Payments coming due during such period.
(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.
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Any balance of the Net Proceeds remaining after such replacement or repair hag*
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 Project 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 Project is no less than an amount equal to the Principal Components and Interest Components
due with respect to the Certificates and Additional Certificates to remain Outstanding under the
Trust Agreement after such Net Proceeds and such deposit by the City are applied to redeem
Certificates and Additional Certificates under the Trust Agreement. The Trustee shall promptly
transfer the Net Proceeds in respect of such portion to the Redemption Account of the Certificate
Fund as provided in Section 405 of the Trust Agreement and apply them to the redemption of the
Certificates and Additional Certificates as provided in Section 310(a) of the Trust Agreement and
prepayment of Lease Payments as provided in Section 10.2 hereof.
ARTICLE VII
COVENANTS WITH RESPECT TO THE PROJECT
SECTION 7.1 Use of the Project. The City represents and warrants that it has an
immediate essential need for all of the Project, which need is not expected to be temporary or to
diminish in the foreseeable future, and the City hereby covenants that, for the term of the Lease,
it will continue to use the Project to serve its law enforcement needs, notwithstanding the
discontinuation of the County Lease.
SECTION 7.2 Leasehold Interest in the Project.
(a) Agency Holds Fee Interest During Term. During the term of the Lease,
the Agency shall hold a fee interest in the Project.
(b) Fee Interest Transferred to City at End of Term. On the day of the
expiration of the term of the Lease as provided in Section 3 thereof, the Agency's fee interest
in the Project pursuant to the Lease and all right, title and interest of the Agency in the Project
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 Project under
the Lease and all right, title and interest of the Agency in the Project. If the City elects to
prepay a portion of the Lease Payments, and if the Lease Payments have been allocated to
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Components of the Project 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 Project, and the City shall during such Term peaceably and quietly have and hold and enjoy
the Project, without suit, trouble or hindrance from the Agency, or any person or entity claiming
under or through the Agency except as expressly set forth in this Lease or the Trust Agreement.
The Agency will, at the request of the City, join in any legal action in which the City asserts its
right to such possession and enjoyment to the extent the Agency may lawfully do so.
Notwithstanding the foregoing, the Agency shall have the right of access to the Project as
provided in Section 7.6 hereof.
SECTION 7.5 Installation of City's Personal Property. The City may at any time
and from time to time, in its sole discretion and at its own expense, install or permit to be
installed items of equipment or other personal property in or upon any portion of the Project, so
long as such installation shall not materially adversely affect the fair rental value of the Project.
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 Project, in which neither the Agency nor
the Trustee shall have any interest, and may be modified or removed by the City at any time;
provided that the City shall repair and restore any and all damage to such portion of the Project
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
Project.
SECTION 7.6 Access to the Project. 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
Project or any portion thereof to examine and inspect the Project, and (2) such rights of access to
the Project 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.
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 Project, all repair and maintenance of the
Project 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 Project 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 Project. In exchange for the Lease
Payments herein provided, the Agency agrees to provide only the Project.
(b) Tax and Assessments: Util� Charges. The City shall also pay or cause to
be paid all taxes and assessments, including but not limited to utility charges of any type or
nature charged to the Agency or the City or levied, assessed or charged against any portion of
the Project 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
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period of years, the City shall be obligated to pay only such installments as are required to be
paid during the Term of this Lease as and when the same become due.
(c) Contests. The City may, at its expense and in its name, in good faith
contest any such taxes, assessments, utility and other charges and, in the event of any such
contest, may permit the taxes, assessments or other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom; rop vided 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 Project will not be materially endangered and that the Project will not be subject to loss or
forfeiture. Otherwise, the City shall promptly pay such taxes, assessments or charges or make
provisions for the payment thereof in form satisfactory to the Agency and the Insurer. The
Agency will cooperate fully in such contest, upon the request and at the expense of the City.
SECTION 7.8 Modification of the Project.
(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
Project if such additions, modifications or improvements are necessary or beneficial for the use
of such portion of the Project, so long as such additions, modifications or improvements do not
adversely affect the fair rental value of the Project. Such additions, modifications or
improvements shall not in any way damage any portion of the Project 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 Project; and
the Project, upon completion of any additions, modifications or improvements made pursuant to
this Section, shall be of a value which is not less than the value of the Project immediately prior
to the making of such additions, modifications or improvements.
(b) No Liens. Except for Permitted Encumbrances, the City will not permit
any mechanic's or other lien to be established or remain against the Project for labor or materials
furnished in connection with any additions, modifications or improvements made by the City
pursuant to this Section; provided that if any such lien is established and the City shall first notify
or cause to be notified the Agency and the Insurer of the City's intention to do so, the City may
in good faith contest any lien filed or established against the Project, 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 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 Project, 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,
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pledge, lien, charge, encumbrance or claim, if the same shall arise at any time; provided that the
City may in good faith contest such lien or claim if it desires to do so, so long as such contest
will not materially, adversely affect the rights of the City and the Agency to the Project 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 AND
TRUSTEE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE
CONTEMPLATED BY THE CITY OF THE PROJECT OR ANY PORTION THEREOF. THE
CITY ACKNOWLEDGES THAT THE AGENCY OR TRUSTEE IS NOT A
MANUFACTURER OF THE PROJECT OR OF ANY PORTION THEREOF, AND IS NOT A
DEALER THEREIN, AND THAT THE CITY IS LEASING THE PROJECT AS IS. In no
event shall the Agency or Trustee be liable for incidental, indirect, special or consequential
damages, in connection with or arising out of this Lease, the County Lease, the Assignment
Agreement or the Trust Agreement for the existence, furnishing, functioning or City's use and
possession of the Project.
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.
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SECTION 8.2 Assignment and Subleasing by the City.
(a) Assi ne ment. The City, for consideration received, does hereby absolutely
and irrevocably grant, sell, assign and transfer to the Agency, for the benefit of the Owners of
the Certificates, all of its right, title and interest (but none of its duties or obligations) in and to
the County Lease (other than its rights to indemnification and payment or reimbursement of its
reasonable costs or expenses thereunder), including, without limitation, its right to receive rent,
including without limitation Base Semi -annual Rental Payments (as defined in the County Lease),
from the County under the County Lease; its right to receive proceeds of condemnation of, and
insurance on, the Site; and its right to enforce payment of such rent, including without limitation
Base Semi -annual Rental Payments (as defined in the County Lease), when due and otherwise to
protect its interests and enforce its rights under the County Lease in the event of a default by the
County. The rent, including without limitation Base Semi -annual Rental Payments (as defined in
the County Lease), and other amounts derived from the Site shall be applied, and the rights so
assigned shall be exercised, by the Trustee as provided in the Trust Agreement. The assignment
provided for in this Section 8.2 shall grant in favor of the Trustee all of the City's right, title and
interest in and to the County Lease (other than its rights to indemnification and payment or
reimbursement for its costs or expenses thereunder) and all of its interest in the Site. Such
assignment is to the Trustee solely in its capacity as Trustee under the Trust Agreement, subject
to the provisions of the Trust Agreement. The Trustee is not responsible for any duties,
covenants, warranties or obligations of the City or Agency under the County Lease. The City
hereby consents to the further assignment of the foregoing by the Agency to the Trustee.
This Lease may not be assigned by the City unless (A) the City obtains the
prior written consent of the Insurer, and (B) the City receives an opinion of Bond Counsel stating
that such assignment does not adversely affect the exclusion from gross income for federal
income tax purposes or the exemption from State personal income taxation of the Interest
Components of the Lease Payments. In the event that this Lease is assigned by the City, the
obligation to make Lease Payments and Additional Payments and perform the other covenants of
the City hereunder shall remain the primary obligation of the City.
(b) Sublease. The City may sublease the Site in any manner not inconsistent
with the County Lease so long as the County is not in default thereunder, and may sublease any
portion of the Site, with the prior written consent 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;
(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
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(iv) any sublease shall terminable by the Agency upon the
occurrence of an Event of Default or abatement event hereunder.
No consent of the Agency may be given under this subsection (b) unless the City shall
have provided the Agency with opinions of Independent Counsel with respect to the matters set
forth in clause (i) above and the opinion of Bond Counsel with respect to the matters set forth in
clause (iii) above.
SECTION 8.3 Amendments and Modifications. This Lease may be amended or any
of its terms modified in accordance with Article VII of the Trust Agreement, with the prior
written consent of the Trustee, the Insurer, the City and the Agency.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1 Defaults and Remedies.
(a) If the City shall fail to pay any rental or other amount payable hereunder
when the same becomes due and payable, time being expressly declared to be of the essence of
this Lease, or the City shall fail to keep, observe or perform any other term, covenant or
condition contained herein or in the Trust Agreement to be kept or performed by the City for a
period of thirty (30) days after notice of the same has been given to the City by the Agency,
Bond Insurer or the Trustee or for such additional time as is reasonably required, in the
discretion of the Trustee with the prior written consent of the Bond Insurer, to correct the same,
or upon the happening of any of the events specified in subsection (b) of this Section (any such
case above being an "Event of Default "), the City shall be deemed to be in default hereunder and
it shall be lawful for the Agency to exercise any and all remedies available pursuant to law or
granted pursuant to this Lease. Upon any such default, the Agency, in addition to all other rights
and remedies it may have at law, may do any of the following, but only provided that if the
County is current on all payments due from it under the County Lease, no such remedy shall
interfere with the County's quiet use and enjoyment of the Project, and 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 Project as
hereinafter provided for in subparagraph (2) hereof, and to re -enter the Project and
remove all persons in possession thereof and all personal property whatsoever situated
upon the Project 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 Project, 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 Project 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
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the Project 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 Project 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 Project 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, including without limitations, payments due
under the County Lease, 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 Project,
or (ii) to exercise any and all rights of re -entry upon the Project. 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 Project 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 Project 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 Project. 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 Project, or any part thereof, from time to
time, either in the Agency's name or otherwise, upon such terms and conditions and for
such use and period as the Agency may deem advisable, and to remove all persons in
possession thereof and all personal property whatsoever situated upon the Project 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 Project 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 Project and to do all other acts to maintain or preserve the Project as
the Agency deems necessary or desirable in the event of such re -entry without effecting a
surrender of this Lease, and further agrees that no acts 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- letting is made or the terms and conditions of such
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re- letting, or otherwise, but that, on the contrary, in the event of such default by the City
the right to terminate this Lease shall vest in the Agency to be effected in the sole and
exclusive manner provided for in sub - paragraph (1) hereof. The City further waives the
right to any rental or other amounts obtained by the Agency in excess of the rental and
other amounts herein specified and hereby conveys and releases such excess to the
Agency as compensation to the Agency for its services in re- letting the Project or any part
thereof. The City further agrees to pay the Agency the cost of any alterations or
additions to the Project necessary to place the Project 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 Project as herein provided and all
claims for damages that may result from the destruction of the Project 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
Project.
(b) If (1) the City's interest in this Lease or any part thereof be assigned or
transferred, either voluntarily or by operation of law or otherwise, without the prior written
consent of the Bond Insurer, as hereinafter provided for, or (2) the City or any assignee shall file
any petition or institute any proceeding under any act or acts, State or federal, dealing with or
relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such
act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity,
wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be
discharged from any or all of the City's debts or obligations, or offers to the City's creditors to
effect a composition or extension of time to pay the City's debts or asks, seeks or prays for
reorganization or to effect a plan of reorganization, or for a readjustment of the City's debts, or
for any other similar relief, or if any such petition or any such proceedings of the same or similar
kind or character be filed or be instituted or taken against the City, or if a receiver of the
business or of the property or assets of the City shall be appointed by any court, except a
receiver appointed at the instance or request of the Agency, or if the City shall make a general or
any assignment for the benefit of the City's creditors, or if (3) the City shall abandon or vacate
the Project, then the City shall be deemed to be in default hereunder.
(c) The Agency shall in no event be in default in the performance of any of its
obligations hereunder or imposed by any statute or rule of law unless and until the Agency shall
have failed to perform such obligations within thirty (30) days or such additional time as is
reasonably required to correct any such default after notice by the City to the Agency and to the
Bond Insurer properly specifying wherein the Agency has failed to perform any such obligation.
In the event of default by the Agency, the City shall be entitled to pursue any remedy provided
by law.
(d) In addition to the other remedies set forth in this Section, upon the
occurrence of an event of default as described in this Section, the Agency, subject to the direction
of the Bond Insurer, shall proceed to protect and enforce the rights vested in the Agency by this
Lease or by law. The provisions of this Lease and the duties of the City and of its trustees,
officers or employees shall be enforceable by the Agency by mandamus or other appropriate suit,
action or proceeding in any court of competent jurisdiction. Without limiting the generality of
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the foregoing, the Agency may, with the prior written consent of the Bond Insurer, and shall, at
the direction of the Bond Insurer, bring the following actions:
(1) Accounting. By action or suit in equity to require the City and its
trustees, officers and employees and its assigns to account as the trustee of an express
trust.
(2) Injunction. By action or suit in equity to enjoin any acts or things
which may be unlawful or in violation of the rights of the Agency.
(3) Mandamus. By mandamus or other suit, action or proceeding at
law or in equity to enforce the Agency's rights against the City (and its board, officers
and employees) and to compel the City to perform and carry out its duties and obligations
under the law and its covenants and agreements with the Agency as provided herein.
The exercise of any rights or remedies under this Lease shall not permit acceleration of Lease
Payments.
Each and all of the remedies given to the Agency hereunder or by any law now or
hereafter enacted are cumulative and the single or partial exercise of any right, power or
privilege hereunder shall not impair the right of the Agency to other or further exercise thereof
or the exercise of any or all other rights, powers or privileges. The term "re -let" or "re- letting"
as used in this Section shall include, but not be limited to, re- letting by means of the operation by
the Agency of the Project. If any statute or rule of law validly shall limit the remedies given to
the Agency hereunder, the Agency nevertheless shall be entitled to whatever remedies are
allowable under any statute or rule of law.
In the event the Agency shall prevail in any action brought to enforce any of the terms
and provisions of this Lease, the City agrees to pay a reasonable amount as and for attorney's
fees incurred by the Agency in attempting to enforce any of the remedies available to the Agency
hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a
judgment.
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 may be required in this Article or
by law.
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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 recovered 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 Agency under this Article 9 have been assigned by the Agency to
the Trustee under the Assignment Agreement and the Trust Agreement, to which assignment the
City hereby consents. Such rights and remedies shall be exercised by the Trustee, the Insurer,
the Certificate Owners and owners of any Additional Certificates as provided in Article V of the
Trust Agreement.
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION 10.1 Security Deposit. Notwithstanding any other provision of this Lease,
the City may, on any date, secure the payment of any unpaid Lease Payment attributable to the
Project 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 1001Q) of the Trust Agreement.
In the event that the City has secured the payment of all unpaid Lease Payments
attributable to the Project 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
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requested by the City for carrying out the leasehold interest transfer for which a security deposit
is made hereunder.
SECTION 10.2 Extraordinary Prepayment From Net Proceeds. The City shall be
obligated to prepay the Lease Payments in whole or in part on any date, from and to the extent of
any Net Proceeds transferred to the Redemption Account pursuant to Section 405 of the Trust
Agreement. The City and the Agency hereby agree that such proceeds shall be credited towards
the City's obligations hereunder such that approximately equal annual Lease Payments will
prevail with respect to the Project following such prepayment and, if the Lease Payments have
been allocated to discrete Components of the Project in Exhibit B hereto, the Lease Payments
with respect to the Component or Components from which such Net Proceeds were delivered will
be reduced accordingly.
SECTION 10.3 Optional Prepayment. Subject to the terms and conditions of this
Section and to the prior written consent of the Bond Insurer, the Agency hereby grants an option
to the City to prepay in whole or in part the Principal Components of Lease Payments relating to
the Project, 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 in its sole discretion)
prior to the date of redemption of Certificates and Additional Certificates from such prepayment
and depositing with said notice cash in the minimum amount of (1) accrued interest on the
Principal Component of Lease Payments to be prepaid to the date of redemption of Certificates
and Additional Certificates with the proceeds of such prepayment, plus (2) the Principal
Component of any Lease Payments to be prepaid, plus (3) the applicable prepayment premium
described in such Section 310(c) of the Trust Agreement as such Section 310(c) may be amended
from time to time with respect to Additional Certificates.
SECTION 10.4 Sinking Fund Redemption. The City and the Agency acknowledge
that the Term Certificates are subject to mandatory redemption from the Principal Components of
Lease Payments on the dates, at the times and in the amounts provided in Section 310(b) of the
Trust Agreement.
SECTION 10.5 Credit for Amounts on Deposit. In the event of prepayment of all
the Lease Payments in full under this Article 10 and the payment in full of all due and payable
Additional Payments, such that the Trust Agreement shall be discharged by its terms as a result
of such prepayment, all amounts then on deposit in the Lease Payment Fund and the Certificate
Fund shall be credited toward the amounts then required to be so prepaid.
SECTION 10.6 Effect of Prepayment.
(a) In Whole. In the event that the City prepays all remaining Lease
Payments pursuant to Section 10.3 or Section 10.2 hereof and the Certificates are no longer
Outstanding under the Trust Agreement and the City has paid in full all Additional Payments due
hereunder, the City's obligations under this Lease shall thereupon cease and terminate, including
but not limited to the City's obligation to continue to pay Lease Payments hereunder.
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(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 or cause to be paid 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) The Completion Certificate upon Project completion.
(ii) 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;
(iii) 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;
(iv) Official statement, if any, prepared in connection with the
issuance of additional indebtedness of the City within 30 days of the incurrence
thereof;
(v) Notice of any failure of the City to make any payment
required under this Lease Agreement within two Business Days after knowledge
thereof;
(vi) A full original transcript of all proceedings relating to the
execution of any amendment or supplement to this Lease Agreement;
(vii) Copies of all reports, certificates and notices required to be
delivered by the City pursuant to this Lease Agreement; and
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(viii) Such additional information as the Bond Insurer from time
to time may reasonably request.
ARTICLE XII
MISCELLANEOUS
SECTION 12.1 Notices. All notices, certificates or other communications hereunder to
the Agency, the Insurer and City shall be in writing and shall be sufficiently given and shall be
deemed given when delivered or mailed by certified mail, postage prepaid, to the parties listed
below:
If to the City: City of Poway
13325 Civic Center Drive
Poway, California 92064
Attention: City Manager
(619) 679 -4204
Telecopier: (619) 748 -1455
If to the Agency: Poway Redevelopment Agency
13325 Civic Center Drive
Poway, California 92064
Attention: Executive Director
(619) 679 -4204
Telecopier: (619) 748 -1455
If to the Trustee: First Trust of California, National Association
550 South Hope Street, 5th Floor
Los Angeles, California 90071
Attention: Corporate Trust
If to the Bond Insurer: MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Investment Portfolio Management Department
Re: Policy Number 22835
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.
30
...
''"` 304
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.
31
.w
1'0 305
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
u
CITY OF POWAY, as Lessee
Its: Mayor u
�ATTEST:
City Clerl
Pu13L:42306_41138122468. 10 S -1
306
State of California )
ss.
County of San Diego )
On January ��, 1997, before me, (/� -��- ' / /j04t ,�' 2% ,� 0 ��l
(ranee, title o c�e.g.; Jane Doe, Lary Public')
personally appeared � a"*- �a',d..��.��
(na ne(s) of signerw)
personally known to me —OR—
❑ proved to me on the basis of satisfactory evidence
to be the person hose name ishim subscribed to the within instrument and acknowledged to
me that helshchhey executed the same in hisAnnitlteir authorized capacity7ies, and that by
hisfrferAheir signature pn the instrument the person or the entity upon behalf of which person
acted, executed the instrument.
, ^ .. ess my�fficial I.
COW #IWMI
Z . �,�Notary PLbpc — Cctlf MIa
SAN DIEGO CO NIy l ��i
MV COMM Eap4ee SEP 21,1998 (Se re o otaryJ
Capacity claimed by signer: (•n,is section is OPHONAL.)
❑ Individual
❑ Corporate Officer(s):
❑ Partner(s):
❑ General ❑ Limited
❑ Attorney -in -fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
ewme of persons or enrty ees
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
rU8L:42306_41 13822468.10
Title or Type of Document Lease Agreement
Number of Pages Date of Document
Signer(s) Other than Named Above
...•
State of California )
ss.
County of San Diego )
3107
On January LU 1997, before me,
(Warne, atle of qffi er, e.g:, Jane VoVNotary Public")
personally appeared
personally known to me —OR—
proved to me on the basis of satisfactory evidence
to be the person whose name is"pa ubscribed to the within instrument and acknowledged to
me that 1>q/she ey executed the same in )%is/heF'1&elr authorized capacit'iiest and that by
itis/herithe�ir signature on the instrument the person or the entity upon behalf of which persoaj*�
acted, executed the instrument.
s my official s I.
F COFM.t #1039231 Nofwy Z 8M1 Kme I �lomia
E�pta� NP' 1q
Capacity claimed by signer:
❑ Individual
• Corporate Officer(s):
• Partner(s):
❑ General ❑ Limited
• Attorney -in -fact
• Trustee(s)
• Guardian/Conservator
❑ Other:
(Signature of Notaryy)
Signer is representing:
name of persons or entity tes
(This section is OPHONAL.)
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
rueLA2306_41138122468.10
Title or Type of Document Lease Agreement
Number of Pages Date of Document
Signer(s) Other than Named Above
308
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 December 10, 1996, and the grantee consents to
recordation thereof by its duly authorized officer.
Dated: January 14, 1997 CITY OF POWAY
Bv:
Its: Mayor
PUBL:42306_41138122468. 10
*Aw %Wow
EXHIBIT A 309
DESCRIPTION OF THE SITE
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 9105, IN THE CITY OF POWAY,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP
THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, ON AUGUST 30, 1979 AS FILE NO. 79- 366067 OF OFFICIAL RECORDS,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 1 OF PARCEL MAP
NO. 9105, BEING ALSO A POINT IN THE WESTERLY RIGHT -OF -WAY LINE OF
BOWRON ROAD AS SAID ROAD IS SHOWN BY SAID PARCEL MAP; THENCE ALONG
THE EASTERLY LINE OF SAID PARCEL 1, NORTH 01022'07" EAST, 198.01 FEET;
THENCE LEAVING SAID EASTERLY LINE, NORTH 89 008'30" WEST, 202.01 FEET;
THENCE NORTH 01022'07- EAST, 27.00 FEET; THENCE NORTH 89 °08'30" WEST,
170.01 FEET; THENCE NORTH 01122'07" EAST 23.00 FEET; THENCE NORTH 89 008'30"
WEST, 10.00 FEET; THENCE SOUTH 43 144'55" WEST, 68.24 FEET; THENCE NORTH
89 008'30" WEST, 15.00 FEET; THENCE SOUTH 01 °22'07" WEST, 198.01 FEET TO THE
SOUTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID SOUTHERLY LINE,
SOUTH 89 008'30" EAST, 443.02 FEET TO THE POINT OF BEGINNING.
A -1
EXHIBIT B
SCHEDULE OF LEASE PAYMENTS
310
LEASE
PAYMENT DATE
(fifteen Business
Days before
each of the
following PRINCIPAL INTEREST
dates) COMPONENT COMPONENT PERIOD TOTAL FISCAL TOTAL
08 -01 -1997
$ 0.00
$ 129,046.94
$ 129,046.94
$ 129,046.94
02 -01 -1998
0.00
118,512.50
118,512.50
118,512.50
08 -01 -1998
70,000.00
118,512.50
118,512.50
118,512.50
02 -01 -1999
0.00
116,972.50
116,972.50
116,972.50
08 -01 -1999
70,000.00
116,972.50
186,972.50
186,972.50
02 -01 -2000
0.00
115,432.50
115,432.50
115,432.50
08 -01 -2000
75,000.00
115,432.50
190,432.50
190,432.50
02 -01 -2001
0.00
113,782.50
113.782.50
113.782.50
08 -01 -2001
80,000.00
113,782.50
193,782.50
193,782.50
02 -01 -2002
0.00
111,982.50
111,982.50
111,982.50
08 -01 -2002
80,000.00
111,982.50
191,982.50
191,982.50
02 -01 -2003
0.00
110,142.50
110,142.50
110,142.50
08 -01 -2003
85,000.00
110,142.50
195,142.50
195,142.50
02 -01 -2004
0.00
108,145.00
108,145.00
108,145.00
08 -01- 2004
90,000.00
108,145.00
198,145.00
198,145.00
02 -01 -2005
0.00
105,985.00
105,985.00
105,985.00
OS -0I -2005
95,000.00
105,985.00
200,985.00
200,985.00
02 -01 -2006
0.00
103,657.50
103,657.50
103,657.50
08 -01 -2006
100,000.00
103,657.50
203,657.50
203,657.50
02 -01 -2007
0.00
101,157.50
101,157.50
101,157.50
08 -01 -2007
105,000.00
101,157.50
206,157.50
206,157.50
02 -01 -2008
0.00
98,480.00
98,480.00
98,480.00
08 -01 -2008
110,000.00
98,480.00
208,480.00
208,480.00
02 -01 -2009
0.00
95,620.00
95,620.00
95,620.00
0"1 -2019
115,000.00
95,620.00
210,620.00
210,620.00
02 -01 -2010
0.00
92,400.00
92,400.00
92,400.00
08 -01 -2010.
120,000.00
92,400.00
212,400.00
212,400.00
02 -01 -2011
0.00
89,040.00
89,040.00
89,040.00
09 -01 -2011
130,000.00
89,040.00
219,040.00
219,040.00
02 -01 -2012
0.00
85,400.00
85,400.00
85,400.00
08 -01 -2012
135,000.00
85,400.00
220,400.00
220,400.00
02 -01 -2013
0.00
81,620.00
81,620.00
81,620.00
08 -01 -2013
145,000.00
81,620.00
226,620.00
226,620.00
02 -01 -2014
0.00
77,560.00
77,560.00
77,560.00
08 -01 -2014
150,000.00
77,560.00
227,560.00
227,560.00
02 -01 -2015
0.00
73,360.00
73,360.00
73,360.00
08 -01 -2015
160,000.00
73,360.00
233,360.00
233,360.00
02 -01 -2016
0.00
68,880.00
68,880.00
68,880.00
08 -01 -2016
170,000.00
68,880.00
238,880.00
238,880.00
02 -01 -2017
0.00
64,120.00
64,120.00
64,120.00
ICJ
08 -01 -2017
02 -01 -2018
08 -01 -2018
02 -01 -2019
08 -01 -2019
02 -01 -2020
08 -01 -2020
02 -01 -2021
08 -01 -2021
02 -01 -2022
08 -01 -2022
02 -01 -2023
08 -01 -2023
02 -01 -2024
08 -01 -2024
02 -01 -2025
08 -01 -2025
02 -01 -2026
08 -01 -2026
175,000 .00
0.00
185,000 .00
0.00
200,000.00
0.00
210,000.00
0.00
220,000.00
0.00
230,000.00
0.00
245,000 .00
0.00
260,000.00
0.00
275,000 .00
0.00
290,000.
rr
$ 4,375,000.00
64,120.00
59,220.00
59,220.00
54,040.00
54,040.00
48,440.00
48,440.00
42,560.00
42,560.00
36,400.00
36,400.00
29,960.00
29,960.00
23,100.00
23,100.00
15,820.00
15,820.00
8,120.00
8.120.00
$ 4.628.866.94
IN
239,120.00
59,220.00
244,220.00
54,040.00
254,040.00
48,440.00
258,440.00
42,560.00
262,560.00
36,400.00
266,400.00
29,960.00
274,960.00
23,100.00
283,100.00
15,820.00
290,820.00
8,120.00
298.120.00
$ 9,003.866.94
311
239,120.00
59,220.00
244,220.00
54,040.00
254,040.00
48,440.00
258,440.00
42,560.00
262,560.00
36,400.00
266,400.00
29,960.00
274,960.00
23,100.00
283,100.00
15,820.00
290,820.00
8,120.00
298.120.00
$ 9,003.866.94
.e
312
EXHIBIT C
LEASE SUPPLEMENT
There is hereby subjected to the terms of that certain Lease Agreement (the "Lease "),
dated as of December 1, 1996, 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 Project, as defined
therein:
Description of Substituted Prooerty:
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 Project;
(4) the City will cause Exhibit A to the Lease and Exhibit A to the County 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
Project in the City of Poway recorder's office;
(5) all of the documents required to be delivered under Section 3.6 of the Lease in
connection with the provision of the Substituted Property have been delivered. The undersigned
hereby certifies that it has received copies of the documents required pursuant to Section 3.6 of
the Lease; and
(6) the Site now consists of the Substituted Property set forth in Exhibit 1 hereto and
Exhibit B to the Lease is hereby deemed to be deleted in its entirety and replaced by Exhibit 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.
C -1
dw
" 313
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.
The Undersigned Acknowledges
Receipt of this Supplement:
as assignee of the Lessor
0
Title
C -2
CITY OF POWAY, as Lessee
Title
VIANOW
EXHIBIT I
WAW
DESCRIPTION OF SUBSTITUTED PROPERTY
C -3
314
in
EXHIBIT 2
AMENDED SCHEDULE OF LEASE PAYMENTS
C-4
315
NOTE
IN BOND DEALS, THE ORIGINAL RECORDED DOCUMENTS ARE KEPT BY THE TRUSTEE ON
BEHALF OF THE BOND HOLDERS. THE CITY CLERK'S OFFICE WILL ONLY HAVE A COPY OF
THE RECORDED DOCUMENT.
1996 SHERIFF'S STATION: THE TRUSTEE IS "FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION, 550 SOUTH HOPE STREET, SUITE 500, LOS ANGELES, CA 90071.
(213)533 -8715.
Ai `->4
4I 11110' rF �' '11x111
CLtuntl IIf,,`�ari Pil '
JOHN A. MILLER
Director
(619) 694 -2527 DEPARTMENT OF GENERAL SERVICES
5555 OVERLAND AVENUE, SAN DIEGO, CA 92 1 23-1 294
June 30, 1998
Douglas A. Milton, General Services Manager
City of Poway
13325 Civic Center Drive
Poway, CA 92074 -0789
Divisions
(Loaetlon Cod. S50)
ARCHITECTURE 8 ENGINEERING
(619)694 -2040
FACILITIES SERVICES
(619) 694-675
FLEET MANAGEMENT
(619) 694 -2291
REAL PROPERTY
(619) 694 -2291
DOCUMENT SERVICES
(619) 694 -2323
PURCHASING & CONTRACTING
(619) 694292D
ACCEPTANCE OF PREMISES - SHERIFF'S POWAY STATION, 13100 BOWRON ROAD, POWAY -
COUNTY CONTRACT NO. 36061 -E; PL4484
Dear Mr. Milton:
As required by the subject contract, you are hereby notified of the acceptance by the County of the subject
premises which is agreed upon as being Februarys 19, 98. As of this date, rental payments shall begin as
set forth in Clause 4.1 of the above noted Contract.t I,
It is agreed between the parties that such acceptance has taken place subject to completion of the items set
forth on the attached list prepared mutually by the County's Real Property Division and the Department of the
Sheriff. All of the listed items are to be completed by you to the County's satisfaction no later than July 17,
1998.
Now that construction has been completed, all further questions should be referred to Real Property Agent
Cyril Flavin at (619) 694 -2301 who will continue to be the direct representative of the Director of the
Department of General Services. Your cooperation is appreciated in preparing the premises in a timely
manner for occupancy by the Sheriff Department. Please acknowledge your agreement with the above
understanding by signature, as indicated below, and return it to the Department of General Services, Real
property Division, 5555 Overland Avenue, Bldg. 2, Suite 2900, San Diego, CA 92123 -1294 (MS0200).
JOJROSS. ZDepu yt Director
Real Property Division
JK:dlg
cc: Sheriff, Attn: George Lejeck (0-41) and Sgt. George Foote (N241); Controller Branch Office (0306);
Facilities Services, Attn: Tom Dumont (0366); Insurance Coordinator (0 -76); James Bowersox, City
Manager and Brad Kutzner, Senior Civil Engineer, City of Poway, 13325 Civic Center Drive, Poway,
CA 92074 -0789, Abe Casison (0200)
1998.
DOUGLAS A. MILTON, General Services Manager
City of Poway
Attachment 50300450
v �
d
r
POWAY SHERIFF STATION
13100 BOWRON ROAD, POWAY
PUNCH LIST ITEMS - JUNE 29, 1998
1. Holding Cell intercoms - not completed.
2. Chain link fence in outside evidence - not completed.
3. Dedication plaque - finish coming off.
4. Public and Juvenile restrooms - no soap dispensers.
5. Carpet in Patrol Sgt. and Report Writing rooms fraying at seams.
6. Door between Capt's office and Conference room not yet replaced.
7. Painting touch -ups in open office and Admin. Secretary's office not done.
8. Sprinkler system adjustments - localized flooding.
9. Concrete planters need to be planted.
10. Raised island where card reader for gate needs concrete or landscaping.
11. Evidence locker door hinge needs to be installed correctly.
12. Air vents loud in Lt.'s Office and Captain's Conference Room.
13. Carpet to be removed and replace with vinyl flooring in Prisoner Process
area.
14. 20 or so plants appear deceased in the landscaping.
15. The gate off of Bowron tilts outward and does not close all the way.
16. Remove mirror in Juvenile Restroom.
17. Replace stained ceiling tile in Patrol Sergeant's office.
18. Provide a copy of final occupancy permit.
19. Provide Air balance report.
20. Provide two sets of as -built drawings.
50300451
Ciou nn --y ®f Sam, DIleg®
JOHN A. MILLER
Director
(619)69 42527 DEPARTMENT OF GENERAL SERVICES
5555 OVERLAND AVENUE. SAN DIEGO, CA 92 1 23 -1 294
August 28, 1998
Douglas A. Milton
General Services Manager
City of Poway
P.O. Box 789
Poway, CA 92074 -0789
PM2400 POWAY SHERIFF STATION -- COUNTY CONTRACT NO. 36061 -E
Dear Doug:
Divisions
(Location Code S50)
ARCHITECTURE & ENGINEERING
(619) 6942040
FACILITIES SERVICES
)619) 694 -3675
FLEET MANAGEMENT
(619) 694 -2291
REALPROPERTV
(619) 694 -2291
DOCUMENT SERVICES
(619) 6942323
PURCHASING & CONTRACTING
(619) 694 -2920
Enclosed is the initialed letter regarding the acceptance date of the Poway Sheriff Station,
which is now agreed upon as being February 11, 1998. 1 am sending this to you per your
letter request of July 6, 1998.
Sincerely,
C IL M. FLAVIN, Real Property Agent
Real Property Division
C�vzxxtt u5�xttt�u
JOHN A. MILLER
Director
(619) 694-2527 DEPARTMENT OF GENERAL SERVICES
5555 OVERLAND AVENUE, SAN DIEGO, CA 9 2 1 23 -1 294
June 30. 1998
Douglas A. Milton, General Services Manager
City of Poway
13325 Civic Center Drive
Poway, CA 92074 -0789
Divisions
(L..t,on Coos S50)
ARCHITECTURE & ENGINEERING
(619) 694 -2040
FACILITIES SERVICES
(6'.9)694 -3675
FLEET MANAGEMENT
(619) 694 -2291
REAL PROPERTY
(619) 694 -2291
DOCUMENT SERVICES
(619) 694-2323
PURCHASING & CONTRACTNG
(619)694 -2920
ACCEPTANCE OF PREMISES - SHERIFF'S POWAY STATION, 13100 BOWRON ROAD, POWAY -
COUNTY CONTRACT NO. 36061 -E; PL4484
Dear Mr. Milton:
As required by the subject contract, you are hereby notified of the acceptance by the County of the subject
premises which is agreed upon as being February, , 998 As of this date, rental payments shall begin as
set forth in Clause 4.1 of the above noted Contract. (t, �9 r 0 -5 1) !I 0
It is agreed between the parties that such acceptance has taken place subject to completion of the items set f
forth on the attached list prepared mutually by the County's Real Property Division and the Department of the
Sheriff. All of the listed items are to be completed by you to the County's satisfaction no later than July 17,
1998.
Now that construction has been completed, all further questions should be referred to Real Property Agent
Cyril Flavin at (619) 694 -2301 who will continue to be the direct representative of the Director of the
Department of General Services. Your cooperation is appreciated in preparing the premises in a timely
manner for occupancy by the Sheriff Department. Please acknowledge your agreement with the above
understanding by signature, as indicated below, and return it to the Department of General Services, Real
property Division, 5555 Overland Avenue, Bldg. 2, Suite 2900, San Diego, CA 92123 -1294 (MS0200).
JO ROSS, Deputy Director
Real Property Division
JK:dlg
cc: Sheriff, Attn: George Lejeck (0 -41) and Sgt. George Foote (N241); Controller Branch Office (0306);
Facilities Services. Attn: Tom Dumont (0366); Insurance Coordinator (0 -76); James Bowersox, City
Manager and Brad Kutzner, Senior Civil Engineer, City of Poway, 13325 Civic Center Drive, Poway,
CA 9274 -0789; Abe Casison (0200)
�a
DOUGLAS A. MILTON, General Services Manager
City of Poway
Attachment 50300450
• 'w.✓ ..Yr
POWAY SHERIFF STATION
13100 BOWRON ROAD, POWAY
PUNCH LIST ITEMS - JUNE 29, 1998
1. Holding Cell intercoms - not completed.
2. Chain link fence in outside evidence - not completed.
3. Dedication plaque - finish coming off.
4. Public and Juvenile restrooms - no soap dispensers.
5. Carpet in Patrol Sgt. and Report Writing rooms fraying at seams.
6. Door between Capt's office and Conference room not yet replaced.
7. Painting touch -ups in open office and Admin. Secretary's office not done.
8. Sprinkler system adjustments - localized flooding.
9. Concrete planters need to be planted.
10. Raised island where card reader for gate needs concrete or landscaping.
11. Evidence locker door hinge needs to be installed correctly.
12. Air vents loud in Lt.'s Office and Captain's Conference Room.
13. Carpet to be removed and replace with vinyl flooring in Prisoner Process
area.
14. 20 or so plants appear deceased in the landscaping.
15. The gate off of Bowron tilts outward and does not close all the way.
16. Remove mirror in Juvenile Restroom.
17. Replace stained ceiling tile in Patrol Sergeant's office.
18. Provide a copy of final occupancy permit.
19. Provide Air balance report.
20. Provide two sets of as -built drawings.
50300451
MEMORANDUM OF SUBLEASE
WHEN RECORDED, PLEASE MAIL
THIS INSTRUMENT TO:
Clerk, Board of Supervisors
San Diego County Administration Center
1600 Pacific Highway
San Diego, California 92101
NO TRANSFER TAX DUE
MEMORANDUM OF SUBLEASE
ORIGINAL OF THIS DOCUMENT
WAS RECORDED ON 09- JAN -1997,
DOCUMENT NUMBER 1997 - 0011391.
GREGORY SMITH, COUNTY RECORDER
SAN DIEGO COUNTY RECORDER'S OFFICE
The City of Poway, a political subdivision of the State of
California, ( "Sublessor "), and the County of San Diego, a political
subdivision of the State of California ( "County "), entered into a
Sublease ( "Sublease ") , dated as of Decem6QR- iO , 199(0 , of
certain premises (the "Premises ") as more particularly described in
Schedule "1", attached hereto.
1. Grant. Sublessor grants to County a subleasehold estate
in the Premises in accordance with the terms, covenants and
conditions of the Sublease.
1A. This sublease will be subject to a ground lease for the
Premises between City of Poway and Poway Redevelopment Agency to be
executed for bond financing purposes.
2. Term_ The term of the Sublease is three hundred sixty
(360) months, With a commencement date and a termination dated as
provided in the Sublease.
3. Filing. A copy of the Sublease is on file with County at
the address set forth above.
4. Summary. This Memorandum of Sublease does not include
all the terms, covenants and conditions of the Sublease. The
provisions of this Memorandum of Sublease shall not be used in
interpreting the terms, covenants and conditions of the Sublease
and shall not be deemed to modify or otherwise change any of the
terms, covenants or conditions of the Sublease. In the event of a
conflict between the Sublease and this Memorandum of Sublease, the
terms, covenants and conditions of the Sublease shall control.
CCSF, 85,L1A, Re, 12/95
S0401214_exh
H -1
e-m
IN WITNESS WHEREOF, Sublessor and County have executed this
Memorandum of Sublease as of the 10 *' day of he- cevr,6e2 192L.
"SUBLESSOR"
CITY OF POWAY
By: K 7-ja-�t
Titl : City Clerk
COUNTY
The County of San Diego, a political
subdivision of the Stat1e of California
By: � n j . R", 1 —
Clerk, Board of Supervisors
Anoreved and /or authorized by the Board
Of `.:upervis rs V the County of San Diego
CsteIQ D 9 - Minute Order No._.�.
: FASTUSZKA
r . ;"'< =j j�le Ord o Supervisors
C`- ,ty Cierk
CCSF: 85.I1A, Rev_ 12195
50401214.exh H-2
CAI- IFORNIA ALL- PURPOSe ACKNOWLEDGMENT
State of Crt1lFD 2hfa�
County of Sava Di e-aC)
OnT aRi--fP- IQ9 7 beforeme, Leo) >10E 54 t�uf� •r
Date Name and TBIe of ORc u (e.g., "J ne Doe, Nolaublk'/
personally appeared Y11ay ibz e lJol� \g{
Name(s) of Signer(s) '
❑ personally known tome –OR–improved tome on the basis of satisfactory evidence to be the person(G).
whose name(e) isfafe subscribed to the within instrument
and acknowledged to me that ke /sheAhey executed the
same in fiis /her&eif authorized capacity0ee4, and that by
hWher/theif signature(s) on the instrument the person(e),
or the entity upon behalf of which the person(&) acted,
executed the instrument.
Et17ABEIH F. DEAN
Commdslon 81093980
,o Notary Public — Coifoml0 WITNESS my hand and official seal.
San Diego Coumy
My Con". Eipires Apr 72000
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: ` �: 022. ,, ih`
u
Document Date: I Z- 10-9 G Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
7
■
Ll
El
El
Individual
Corporate Officer
Title(s):
Partner— ❑ Limited ❑ General
Attorney -in -Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
RIGHT THUMBPRI
OF SIGNER NT
Signer's Name:
R■
Individual
Corporate Officer
Title(s):
Partner — ❑ Limited ❑ General
Attomey -in -Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
44-3
RIGHT THUMBPRINT
OF SIGNER
Prod No 5907 He ec Call T011 Ree 1- 800-816 -6827
ww
,.
Schedule "1" to Exhibit "H"
Description of Property
Refer to Page H -5
CCSF, 85,1]A, Rev, 12195
50401214.exh H - e
PKOJECT TITLE POWAY SHERIFF'S*✓JBSTATION
AUTHORIZED CYRIL FLAVIN APN 317- 472 -22 (POR)
LOG NO. 8502 -09 W.O. NO. PM2400 W/P FILE 50300940.PET
Parcel No. 96- 0202 -A (10- 18 -96) (ENG:PET:dlg)
That portion of Parcel 1 of Parcel Map No. 9105 in the County of San Diego, State of California
according to Parcel Map thereof filed in the Office of the County Recorder of said County, more
particularly described as follows:
BEGINNING at the Southeast corner of said Parcel 1 of Parcel Map No. 9105, being also a point in
the Westerly right -of -way line of Bowron Road as said road is shown in said Parcel Map; thence
along the Easterly line of said Parcel 1, North 01 022'07" East, 198.01 feet; thence leaving said
Easterly line, North 89 008'30" West, 202.01 feet; thence North 01022'07" East, 27.00. feet;
thence North 89 008'30" West, 170.01 feet; thence North 01 022'07" East, 23.00 feet; thence
North 89 008'30" West, 10.00 feet; thence South 43 °44'55" West, 68.24 feet; thence North
89 008'30" West, 15.00 feet; thence South 01022'07" West, 198.01 feet to the Southerly line of
said Parcel 1; thence along said Southerly line, South 89 °08'30" East, 443.02 feet to the POINT
OF BEGINNING.
rT
SUBLEASE AGREEMENT
Sheriff Station - Poway
APN: 317 - 472 -22
TENANT: COUNTY OF SAN DIEGO, a political subdivision
of the State of California
SUBLESSOR: City of Poway
13325 Civic Center Drive
Poway, CA 92064
CCSF: 85.11A, Rev. 12/95
5040:214
1WW SUBLEASE AGREEMENT v
Sheriff Station - Poway
TABLE OF CONTENTS
ARTICLE 1:
SUMMARY OF BASIC SUBLEASE PROVISIONS . . . . .
1
1.1
Sublessor . . . . . . . . . . . . . . . . . .
1
1.2
Tenant . . . . . . . . . . . . . . . . . . . .
2
1.3
Premises, Building and Property . . . . . . .
2
1.4
County's and Sublessor's Lease Administrators
2
1.5
Term . . . . . . . . . . . . . . . . . . . . .
2
1.6
Scheduled Commencement Date . . . . . . . . .
2
1.7
Initial Base Semi - Annual Rent . . . . . . . .
3
1.8
Subleasehold Improvements Allowance . . . . .
3
1.9
Additional Subleasehold Improvement Allowance
(INTENTIONALLY DELETED) . . . . . . . . . .
3
1.10
Deadline for Approval of Preliminary
Space Plans . . . . . . . . . . . . . . . .
3
1.11
Refurbishment Allowance . . . . . . . . . . .
3
1.12
County's Intended Use . . . . . . . . . . . .
3
1.13
Parking Spaces . . . . . . . . . . . . . . . .
3
1.14
Exhibits . . . . . . . . . . . . . . . . . . .
3
1.15
Construction of Sublease Provisions . . . . .
4
ARTICLE 2:
PREMISES . . . . . . . . . . . . . . . . . . .
4
2.1
Sublease of Premises . . . . . . . . . . . . .
4
2.1.1 Common Facilities (INTENTIONALLY
DELETED) . . . . . . . . . . . . . . . . . .
. 4
2.1.2 Parking . . . . . . . . . . . . . . .
4
ARTICLE 3:
TERM . . . . . . . . . . . . . . . . . . . . .
5
3.1
Commencement of Term . . . . . . . . . . . . .
5
3.1.1 Commencement Date . . . . . . . . . .
5
3.1.2 Ready for Occupancy . . . . . . . . .
5
3.1.3 Acceptance of Premises by County . . .
6
3.1.4 Lessor's Failure to Deliver Premises
or to Correct Deficiencies . . . . .
6
3.2
Term . . . . . . . . . . . . . . . . . . . . .
7
3.3
Holding Over . . . . . . . . . . . . . . . . .
7
CCSF: 65.1iA, Rev. 12/95
50401214 1
`MW SUBLEASE AGREEMENT 1VO
Sheriff Station - Poway
TABLE OF CONTENTS
ARTICLE
3:
Continued
3.4
County's Option to Extend Term (INTENTIONALLY
DELETED) . . . . . . . . . . . . . . . . . .
7
3.5
County's and Sublessor's Early Termination
Rights . . . . . . . . . . . . . . . . . . .
7
3.6
Liquidated Damages (INTENTIONALLY DELETED) . .
8
ARTICLE
4:
BASE MONTHLY RENT . . . . . . . . . . . . . .
8
4.1
Base Semi - Annual Rent . . . . . . . . . . . .
8
4.2
Cost of Living Adjustment (INTENTIONALLY
DELETED) . . . . . . . . . . . . . . . . . .
8
4.3
Rent Reduction for Unused Leasehold
Improvements Allowance . . . . . . . . . . . .
. 8
4.4
Rent Reduction for Financing Bonds . . . . . .
9
4.5
Rent Increases to Complete Construction and to
Finance the Certificates . . . . . . . . . .
. 9
4.6
Rent Reduction Prior to Purchase of Assessor
Parcel No. 317- 474 -09 . . . . . . . . . . .
10
ARTICLE
5:
USE OF PREMISES . . . . . . . . . . . . . . .
11
5.1
County's Intended Use . . . . . . . . . . . .
11
ARTICLE
6:
UTILITIES . . . . . . . . . . . . . . . . . .
11
ARTICLE
7:
TAXES . . . . . . . . . . . . . . . . . . . .
11
ARTICLE
8:
MAINTENANCE AND CUSTODIAL SERVICES . . . . . .
12
8.1
Maintenance and Custodial Services . . . . . .
12
8.2
Sublessor's Responsibility to Administer
Building Warranties . . . . . . . . . . . .
12
8.3
Sublessor's Repair and Maintenance
Obligations . . . . . . . . . . . . . . . .
12
CCSF: 85.11A, Rev, 12/35
5WO1214 1 1
SUBLEASE AGREEMENT vim,
Sheriff Station - Poway
TABLE OF CONTENTS
ARTICLE 8:
Continued
8.4
County's Building Operation and Maintenance
Obligations . . . . . . . . . . . . . . .
. 13
8.5
Fire Alarm and Security System Installation
and Monitoring . . . . . . . . . . . . . .
. 13
8.6
Recarpet and Repainting . . . . . . . . . .
. 13
8.7
Repair and Maintenance Safety Requirements
13
8.8
Sublessor's and County's Failure to Provide
Services and Repairs . . . . . . . . . . .
. 14
8.9
Sublessor's Waiver of California Civil Code
Section 1942 . . . . . . . . . . . . . . .
. 14
ARTICLE 9:
COMPLIANCE WITH LAWS; SAFETY REQUIREMENTS .
. 15
ARTICLE 9A:
DEFAULTS BY COUNTY . . . . . . . . . . . . .
. 16
9A.1
Events of Default . . . . . . . . . . . . .
. 16
9A.2
Termination of Sublease . . . . . . . . . .
. 18
9A.3
Definition of Rental . . . . . . . . . . . .
19
9A.4
Nonmonetary Defaults . . . . . . . . . . . .
. 19
ARTICLE 10:
HAZARDOUS MATERIALS . . . . . . . . . . . .
. 19
10.1
Hazardous Materials Laws - Definition . . .
. 19
10.2
Hazardous Materials - Definition . . . . . . .
20
10.3
Sublessor's Representations and County
Warranties . . . . . . . . . . . . . . . . .
20
10.4
Indemnification by Sublessor . . . . . . . . .
21
10.5
Indemnification by County . . . . . . . . . .
22
ARTICLE 11:
WATER CONSERVATION (INTENTIONALLY DELETED)
23
ARTICLE 12:
MINORITY OR WOMEN BUSINESS ENTERPRISES
(INTENTIONALLY DELETED) . . . . . . . . . .
23
ARTICLE 13:
IMPROVEMENTS AND ALTERATIONS . . . . . . . . .
23
13.1
Improvements by Sublessor . . . . . . . . . .
23
13.2
Alterations by County . . . . . . . . . . . .
24
13.3
Furniture, Fixtures and Equipment . . . . . .
24
CCHF: 85.: -A, Rev. 1.2/95
50401214 1 1 1
`r+ SUBLEASE AGREEMENT '%00
Sheriff Station - Poway
TABLE OF CONTENTS
ARTICLE 14: DAMAGE BY FIRE OR OTHER CASUALTY; CONDEMNATION 24
14.1
Damage or Destruction of the Premises . .
. . 24
14.1.1 Restoration by Sublessor . . . . .
. . 24
14.1.2 Time for Completion of Repairs . .
. . 25
14.1.3 Rent Abatement . . . . . . . . . .
. . 25
14.1.4 Sublessor's Right to Terminate . .
. . 26
14.2
Condemnation . . . . . . . . . . . . . . .
. . 26
ARTICLE
15:
QUIET ENJOYMENT . . . . . . . . . . . . .
. . 27
ARTICLE
16:
SUBLESSOR'S ACCESS TO PREMISES . . . . . .
. . 27
ARTICLE
17:
ASSIGNMENT AND SUBLEASE . . . . . . . . .
. . 28
17.1
Sublessor's Consent . . . . . . . . . . .
. . 28
17.2
Transfers Not Permitted . . . . . . . . .
. . 28
ARTICLE
18:
INSURANCE . . . . . . . . . . . . . . . .
. . 28
18.1
County's Insurance Obligations . . . . . .
. . 28
18.1.1 County's Liability . . . . . . . .
. . 28
18.1.2 County's Property Insurance . . .
. . 28
18.1.2.1 General Insurance Provisions . .
. . 29
ARTICLE
19:
INDEMNITY . . . . . . . . . . . . . . . .
. . 30
19.1
Sublessor's Indemnity . . . . . . . . . .
. . 30
19.2
County's Indemnity . . . . . . . . . . . .
. . 30
19.3
Covered Claims . . . . . . . . . . . . . .
. . 31
ARTICLE
20:
GENERAL PROVISIONS . . . . . . . . . . . .
. . 31
20.1
Authority . . . . . . . . . . . . . . . .
. . 31
20.2
Captions . . . . . . . . . . . . . . . . .
. . 31
20.3
County Approval . . . . . . . . . . . . .
. . 31
20.4
Cumulative Remedies . . . . . . . . . . .
. . 31
20.5
Entire Agreement . . . . . . . . . . . . .
. . 32
20.6
Exhibits . . . . . . . . . . . . . . . . .
. . 32
20.7
Force Majeure . . . . . . . . . . . . . .
. . 32
20.8
Governing Law . . . . . . . . . . . . . .
. . 32
CCSF: 85.:.1A, He-. :2/95
50401214 lv
ARTICLE 20:
20.9
20.10
20.11
20.12
20.13
20.14
20.15
20.16
20.17
20.18
20.19
EXHIBITS
A
B
C
D
E
F
G
H
CCSF: 85.11A, Rev. 12/95
50401214
SUBLEASE AGREEMENT
Sheriff Station - Poway
TABLE OF CONTENTS
(Continued)
Joint and Several Liability
Memorandum of Sublease . .
Estoppel Certificate . . .
Modification . . . . . . .
Notices . . . . . . . . .
Partial Invalidity . . . .
Successors & Assigns . . .
Time of Essence . . . . .
Waiver . . . . . . . . . .
Execution and Counterparts
Ground Lease . . . . . . .
DESCRIPTION OF PREMISES, PARKING AREA AND
COUNTY'S PARKING PRIVILEGES
LEASEHOLD IMPROVEMENTS AGREEMENT
SCHEDULE "1" TO EXHIBIT B:
OUTLINE SPECIFICATIONS AND SUBLEASE PLANS
EARLY TERMINATION CHARGE
SERVICES TO BE PROVIDED BY LESSOR
SCHEDULE "1" TO EXHIBIT D: CUSTODIAL SECURITY
ASBESTOS INSPECTION CRITERIA (INTENTIONALLY
DELETED)
WATER CONSERVATION POLICY (INTENTIONALLY DELETED)
INSURANCE REQUIREMENTS (INTENTIONALLY DELETED)
MEMORANDUM OF SUBLEASE
SCHEDULE "1" TO EXHIBIT H:
DESCRIPTION OF PROPERTY
0
32
32
33
33
33
34
34
34
34
34
34
SUBLEASE AGREEMENT
Sheriff Station - Poway
THIS SUBLEASE AGREEMENT ( "Sublease ") is made and entered
into effective as of 10 , 199.6-("Effective Date "),
by and among the City of Poway ( "Sublessor "), the COUNTY OF SAN
DIEGO, a political subdivision of the State of California
( "County ") and, solely for the purposes set forth in Section 4,6
hereof, the Poway Redevelopment Agency, a political subdivision
of the State of California (the "Agency ").
ARTICLE 1
SUMMARY OF BASIC SUBLEASE PROVISIONS
1.1 Sublessor: City of Poway
Address for notice:
13325 Civic Center Drive
Poway, CA 92064
Agency: Poway Redevelopment Agency
Address for notice:
13325 Civic Center Drive
Poway, CA 92064
Certificate
Trustee: First Trust of California, N.A.
Address for notice:
550 South Hope Street, Suite 500
Los Angeles, CA 90071
Attn: Poway 96 COPS
CCS- 95.11A, Rev_ 12/95
50401214 1
1.2 Tenant: COUNTY OF SAN DIEGO, a political
subdivision of the State of California
Address for notice:
Director
Department of General Services
Building 2
5555 Overland Avenue, Suite 2500
San Diego, California 92123
1.3 Premises. Building and Property:
Building: Approximately 15,000 square feet
The Premises are delineated on Exhibit "A" attached hereto
and by this reference made a part hereof, and are located at the
northwest corner of Civic Center Drive and Bowron Road (the
"Building "). The term "Property," as used herein, includes the
Premises, the Building, the Common Facilities (as defined in
Article 2.1.1) the parking lots and any parking structures
appurtenant to the Building, and also includes the land on which
the Building and such other facilities are located, and all other
structures located thereon.
1.4 County's and Sublessor's Lease Administrators:
This Sublease shall be administered on behalf of County by
the Director, Department of General Services, County of San
Diego, or by such person's duly- authorized designee (referred to
collectively hereinafter as "County's Lease Administrator "), and
on behalf of Sublessor by the City Manager of the City of Poway.
1.5 Term: Three hundred sixty (360) months.
1.6 Scheduled Commencement Date: January 1, 1998, or upon
completion of the premises and issuance of a certificate of
occupancy, which is anticipated to be January 1, 1998.
CCSF 9s,11A, Bsv. 12 /9s
50401214 2
1.7 Initial Base Semi -ann
such amount may be increased up
circumstances described herein,
thirty (30) business days prior
defined in Section 4.1 hereof),
Date.
gal Rent: $151,200, provided that
to $166,500 under the
payable in arrears semi - annually,
to each Interest Payment Date (as
commencing on the Commencement
1.8 Subleasehold Improvements Allowance: This is a build -
to -suit facility. The City of Poway will provide a Sheriff
Station for sublease to the County of San Diego which conforms to
specifications as set forth in Exhibit "B ", "Leasehold
Improvements Agreement" and Schedule 1 to Exhibit "B ", "Outline
Specifications and Lease Plans ", attached hereto.
1.9 Additional Subleasehold Improvement Allowance:
INTENTIONALLY DELETED
1.10 Deadline for Approval of Preliminary Space Plans:
November 1, 1996
1.11 Refurbishment Allowance: INTENTIONALLY DELETED
1.12 County's Intended Use: Office space for County's
Sheriff's Department, and such uses as may be incidental thereto.
1.13 Parking Spaces: See Exhibit "A ", attached hereto.
1.14 Exhibits: This Sublease contains Exhibits "A" through
"H ", all of which are attached hereto and made a part hereof,
identified as follows:
Exhibit "A" Description of the Premises, Parking
22SF: 85.11A, Rev. 12/95
5(901214 3
Areas and County's Parking Privileges
Exhibit
"B"
Leasehold Improvements Agreement
Exhibit
"C"
Early Termination Charge (INTENTIONALLY
DELETED)
Exhibit
"D"
Services to be Provided by Sublessor
Exhibit
"E"
Asbestos Inspection Criteria
(INTENTIONALLY DELETED)
Exhibit
"F"
Water Conservation Policy (INTENTIONALLY
DELETED)
Exhibit
"G"
Insurance Requirements
Exhibit
"H"
Memorandum of Sublease
22SF: 85.11A, Rev. 12/95
5(901214 3
1.15 Construction of Sublease Provisions: The foregoing
provisions of this Article 1 summarize for convenience only
certain key terms of the Sublease delineated more fully in the
Articles and Sections referenced therein. In the event of a
conflict between the provisions of this Article 1 and the balance
of the Sublease, the latter shall control.
ARTICLE 2
PREMISES
2.1 Sublease of Premises. Effective as of the "Effective
Date" first set forth above, which is defined as the date this
Sublease shall be approved by the County's Board of Supervisors,
Sublessor hereby subleases the Premises to County, and County
hereby Subleases the Premises from Sublessor, on and subject to
the terms, covenants and conditions set forth herein. The
Premises include the rights granted with respect to the Common
Facilities, as defined below.
2.1.1 Common Facilities. (INTENTIONALLY DELETED)
2.1.2 Parking
(a) Secured Parking Area. Sublessor shall provide to
County, for County's exclusive use, twenty four hours per day,
everyday, including weekends, those parking spaces delineated for
County's exclusive use on Exhibit "A ", attached hereto. The
Monthly Rent provided for in this Sublease shall constitute full
payment to Sublessor for County's use of the parking spaces
provided for herein, and Sublessor may not charge County any
additional amounts therefor. Sublessor's failure to provide the
parking spaces provided for herein, for a period of five (5)
consecutive business days or longer, shall entitle County to
withhold rent due hereunder in an amount proportionate to the
interference with County's use and enjoyment of the Premises
caused by such lack of parking spaces; Sublessor's failure to
provide the parking spaces provided for herein for a period of
fifteen (15) consecutive business days or longer shall entitle
CCSF: 95.11A, Rev. 12/95
50401214 4
�. W.
County to terminate this Sublease. Notwithstanding the
foregoing, Lessor shall have the right to provide alternative
parking acceptable to County, in the event use is temporarily
unavailable, without penalty or cost assessed for interference as
described above.
(b) Public Parking Area. The Sublessor shall provide
to County, ten (10) public parking spaces as shown on Exhibit
"A ". Sublessor shall insure County's access rights to these
public parking spaces.
ARTICLE 3
TERM
3.1 Commencement of Term.
3.1.1 Commencement Date. Pursuant to the provisions
of the "Leasehold Improvements" attached hereto as Exhibit "B ",
Sublessor shall, at its sole cost and expense, install the
Leasehold Improvements in the Premises in accordance with the
Final Plans, and at a price not to exceed the Approved
Improvements Budget Price. The term ( "Term ") of this Sublease
shall commence ( "Commencement Date ") on the date County accepts
the Premises as specified in a letter -of- acceptance ( "Letter of
Acceptance ") delivered by County to the Sublessor, which Letter
of Acceptance, or a letter detailing all reasons why the Letter
of Acceptance is not being provided, shall be delivered, by
postage - prepaid first class mail or personally delivered, to the
Sublessor no later than twenty (20) days following Sublessor's
notification to County that the Premises are "Ready for
Occupancy ", as described in the following section, and which
Letter of Acceptance shall not be unreasonably withheld or
delayed.
3.1.2 Ready for Occupancy. The Premises shall be
deemed to be "Ready for Occupancy" when (i) construction of the
Leasehold Improvements, as defined in Exhibit "B ", has been
substantially completed in accordance with the Final Plans (as
defined in Exhibit "B") subject only to the completion of items
the noncompletion of which does not interfere with County's use
and enjoyment of the Premises, (ii) any certificates or
governmental approvals and permits required for County to occupy
CCSF: 85.11A, Rev_ 12;'95
50401214 5
4ftw NW90,
the Premises for the uses specified herein have been obtained,
(iii) Building services are available to the Premises, (iv) the
Common Facilities have been substantially completed, and (v)
Sublessor has notified County of reasonable satisfaction of the
foregoing requirements and has scheduled a walk - through
inspection, to occur no later than five (5) days following the
"Ready for Occupancy" date, of the Premises by County's Lease
Administrator and by representatives of the occupying County
Department.
3.1.3 Acceptance of Premises by County. During
County's initial walk- through inspection of the Premises, which
shall not be scheduled by Sublessor until the Premises are
otherwise "Ready for Occupancy" as specified in the preceding
section, County's Lease Administrator shall compile, within five
(5) days following walk - through, and deliver to Sublessor a list
of any deficiencies noted in the condition of the Premises.
Sublessor shall correct such deficiencies within thirty (30) days
following receipt of such list. At the discretion of County's
Lease Administrator, County may issue its Letter of Acceptance to
Sublessor notwithstanding noted deficiencies, and the Premises
may be occupied by County as of the date of the initial walk -
through inspection; provided, however, that such acceptance shall
not relieve Sublessor of its obligation to correct, or if defect
cannot be corrected within thirty (30) days, commence correction
of, such deficiencies within thirty (30) days thereafter. If,
however, County's Lease Administrator reasonably determines that
the noted deficiencies warrant a postponement of acceptance,
County may refuse to issue its Letter of Acceptance of the
Premises until such time as all such deficiencies have been
corrected to the satisfaction of County's Lease Administrator.
County's acceptance of the Premises shall not constitute
acceptance of latent defects in the construction or operation of
the Premises.
3.1.4 Failure to Deliver Premises or to Correct
Deficiencies. If Sublessor is (i) unable to deliver possession
of the Premises to County in a completed condition Ready for
Occupancy by the Scheduled Commencement Date (as described in
Article 1), or (ii) fails to correct deficiencies, or commence
correction if deficiencies cannot be corrected in thirty (30)
days, noted on County's walk- through of the Premises within
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thirty (30) days of notification thereof by County, then
Sublessor shall diligently pursue completion or correction until
such time as the Premises are Ready for Occupancy, or the
deficiencies have been corrected, as applicable.
3.2 Term. The Term shall commence on the Commencement Date
and, unless earlier terminated pursuant to the provisions of this
Sublease, shall continue for the period set forth in Article 1.
If the Commencement Date is not the first day of a calendar
month, then the Term shall include the partial calendar month
from and including the Commencement Date through the last day of
such partial calendar month, plus the number of months of the
full Term set forth above, so that the Term shall expire on the
last day of a calendar month. County shall confirm the
Commencement Date of the Term in its Letter of Acceptance.
Either party may earlier terminate this Sublease, at will, or in
the event the Sublessor elects to discontinue contracting with
the County for law enforcement or the County elects to
discontinue contracting with the Sublessor to provide law
enforcement.
3.3 Holding Over. If County holds over in occupancy of the
Premises, or any portion thereof, after the expiration of the
Term, or if earlier terminated, without Sublessor's consent,
County shall become a tenant from month -to -month at the monthly
rental rate then in effect, as proportionately reduced if County
has vacated any portion of the Premises. Any holdover shall be
subject to the terms and conditions specified in this Sublease,
so far as applicable. Sublessor consents to holdovers for such
time as may be required by County to remove its equipment and
fixtures from the Premises, not to exceed sixty (60) days, after
which time County shall be in default hereunder and Sublessor
shall be permitted to pursue all remedies available to it in law
or equity.
3.4 County's Option to Extend Term. (INTENTIONALLY
DELETED)
3.5 County's and Sublessor's Early Termination Rights.
This Sublease may be terminated by County or Sublessor, at either
party's sole option, without penalty, in the event that Sublessor
cancels Sublessor's contract with County (County Contract No.
CCS- 85.11A, Rev. 12/95
50401214 7
N .«r,
73290 -R, or any successor contract executed between Sublessor and
County after execution of this Sublease) (the "City /County
Services Agreement ") for law enforcement by the San Diego County
Sheriff, upon three hundred sixty five (365) days prior written
notice to the other party to this Sublease.
3.6 Liquidated Damages. INTENTIONALLY DELETED
ARTICLE 4
BASE SEMI- ANNUAL RENT
4.1 Base Semi - annual Rent. County shall pay to Sublessor
as Base Semi - annual Rent a sum of One Hundred Fifty -One Thousand
Two Hundred Dollars ($151,200.00), which sum is subject to
possible adjustment as provided in this Article and in Article 7,
thirty (30) business days prior to each Interest Payment Date (as
such term is defined in that certain Trust Agreement entered into
by and among the City of Poway, the Poway Redevelopment Agency
and the Certificate Trustee with respect to the Certificates),
commencing on the Commencement Date (each, a "Base Rent Payment
Date "). All rent due under this Sublease shall begin to accrue
on the Commencement Date, and the first Base Semi - annual Payment
shall be due and payable in arrears on the date which is thirty
(30) business days prior to the first Interest Payment Date
immediately succeeding the Commencement Date. If the
Commencement Date is not on the thirtieth (30th) business day
immediately prior to an Interest Payment Date, then the accrued
rent for the partial semi - annual period at the beginning of the
Term shall be pro -rated on a per diem basis. County shall pay
semi - annually installments of rent by depositing County warrants
by First Class Mail, postage prepaid, addressed to Certificate
Trustee at the address stated in Article 1.1 by each Base Rent
Payment Date.
4.2 Cost of Living Adjustment. (INTENTIONALLY DELETED)
4.3 Rent Reduction for Unused Leasehold Improvements
Allowance. In the event that the costs of construction, land
acquisition, delivery of the Certificates, interest payable with
respect to the Certificates and capitalized interest payments
result in a semi - annual debt service payment for the Certificates
which is less than the semi - annual rental payment made by County
specified in Article 4.1, then County's semi - annual rental
payment will be reduced accordingly. In no event, however, shall
Base Semi - annual Rent exceed the amount specified in Article 4.1,
SF: 85.11A, Rev. :2/95
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unless the County provides written approval of excess rent, as
specified in Article 4.5, Rent Increase to Complete Construction
and to Finance the Certificates and in Article 7.
4.4 Rent Reduction for Refinancing Bonds. If, during the
term of the Sublease, Sublessor (or any subsidiary corporation,
joint powers agency, or other jurisdiction organized by Sublessor
for the purpose of refinancing Certificates) should refinance the
Certificates of Participation (the "Certificates ") executed and
delivered by First Trust of California, National Association as
trustee with respect to the Certificates (the "Certificate
Trustee ")to fund the construction and land acquisition of the
Premises, and such refinancing results in lease payments to be
paid by the City of Poway pursuant to that certain Lease
Agreement (the "Certificate Lease Agreement ") by and between the
City of Poway and the Poway Redevelopment Agency with respect to
the Certificates (which lease payments include those necessary to
pay annual debt service) which, on a monthly basis are less than
the monthly payments received by Sublessor from County as Base
Semi - annual Rent, subject to any rent reduction under the
provisions of Article 4.3 of the Sublease, then Sublessor shall
promptly reduce Base Rent charged to County so that only
Sublessor's costs for annual debt service and the maintenance
fund are covered by County's payment of Base Rent. In no event,
however, shall monthly Base Rent exceed the amount specified in
Article 4.1, Base Semi - annual Rent unless the County provides
written approval of the excess rent as provided below and in
Article 7.
4.5 Rent Increases to Complete Construction and to Finance
the Certificates. (1) In the event there are insufficient funds
to complete the construction of the Premises, the Sublessor
and /or the Poway Redevelopment Agency will be authorized to loan
sufficient funds to complete the construction. The Sublessor
and /or the Poway Redevelopment Agency, as applicable, will be
reimbursed by the County for the principal and interest on such
loan from increased County lease payments, which payments will be
increased in an amount and for a term as is necessary to fairly
reimburse such loan. The interest rate applied to any such loan
will be no higher than the interest rate of the Certificates. In
the event there are insufficient funds to complete construction
and it becomes necessary to issue a loan to complete
construction, the total sublease payment may not exceed $166,500
semi - annually without further approval of the San Diego County
Board of Supervisors (the "Board ")
CCSF: 65. 11A, ;ev. 12%95
50401214 9
1�%W WOO
(2) In the event the financing costs to provide the
Certificates (including costs of interest payable with respect
thereto) exceed an annual net debt service cost of $302,400, the
Base Semi - annual Rent Payment may be increased to an amount not
to exceed $166,500 without further approval of the Board.
4.6 Rent Reduction Prior to Purchase of Assessor Parcel No
317- 474 -09. The Poway Redevelopment Agency shall agree to
purchase Assessor Parcel No. 317 - 474 -09 (as identified in Exhibit
"J ", attached hereto) from the County of San Diego.
(a) The parcel shall be purchased from the County no
later than December 31, 1998 for One Million Dollars ($1,000,000)
if the Poway Redevelopment Agency has been able to sell a tax
allocation bond issue of sufficient size to be able to pay this
amount of money to the County and still pay bond issuance costs
and set aside enough money to meet its low /moderate housing
obligation created by the sale of said bonds. In the event the
Poway Redevelopment Agency has not been able to sell sufficient
tax allocation bonds by said date, the payment for Assessor
Parcel No. 317- 474 -09 shall be deferred until such time as the
Poway Redevelopment Agency is able to sell tax allocation bonds
of sufficient size to pay the County for said parcel.
(b) Notwithstanding the last sentence of (a) above,
the Agency agrees to pay Four Thousand Five Hundred Dollars
($4,500) per month towards the sublease payments due hereunder
for the facility as an offset to the County's sublease payment
from the date sublease payments begin until December 31, 1998 or
until Assessor Parcel No. 317- 474 -09 has been purchased from the
County. In return, the purchase price of Assessor Parcel No.
317- 474 -09 shall be reduced by $4,500 per month from the time
that the sublease payments begin until December 31, 1998, or
until Assessor Parcel No. 317 - 474 -09 is purchased. Offset
payments shall be made by check, semi - annually, prior to each
Interest Payment Date (i.e., $27,000 semi - annually) to County at
the address set forth in Article 1.2.
=SF_ 85.11A, Rev, 12/55
5040/214 10
ARTICLE 5
USE OF PREMISES
5.1 County's Intended Use. The Premises may be used as
office space for County's Sheriff Department, Poway Station
( "County's Intended Use "). The County hereby covenants that it
will not use the Property in any manner which will impair the
tax - exempt status of the interest payable with respect to the
Certificates.
ARTICLE 6
UTILITIES
Sublessor shall furnish to the Premises, and County shall
pay for, all utilities necessary for the use and enjoyment by
County of the Premises for County's Intended Use. Such utility
services shall include, but not necessarily be limited to, gas,
water, electricity, heating, ventilation and air conditioning,
and elevator service if required for County's Intended Use of the
Premises; provided, however, that Sublessor shall not be
obligated to provide telephone equipment or facilities to the
Premises. Sublessor warrants that County's Intended Use of the
Premises will leave sufficient additional capacity in existing
feeders to the building and risers or wiring installations to
allow County to upgrade its facilities and add a reasonable
amount of additional equipment if desired by County to enhance
its operations during the Term of this Sublease.
ARTICLE 7
TAXES
Except as provided in the second paragraph of this
Article 7, the County shall not be obligated to pay any taxes
accruing before, during or after the Term, or any extension
thereof, on the Premises, the Building or the Property; all such
payments shall be the sole responsibility of Sublessor. As used
herein, the term "taxes" means all taxes, governmental bonds,
special assessments, Mello -Roos assessments, charges, rental
income or transfer taxes, license and transaction fees,
including, but not limited to, (i) any state, local, federal,
personal or corporate income tax, or any real or personal
property tax, (ii) any estate inheritance taxes, (iii) any
franchise, succession or transfer taxes, (iv) interest on taxes
or penalties resulting from Sublessor's failure to pay taxes, (v)
any increases in taxes attributable to the sale of the Building,
CCSF: 85.112, Rev. 12/95
50401214 11
or (vi) any taxes which are essentially payments to a
governmental agency for the right to make improvements to the
Building.
In the event that public agencies become liable for the
payment of any "taxes" (as defined above) as a consequence of any
change in the law, the Base Semi - annual Rental Rate shall be
increased by the amount of any such "taxes" applicable to the
Property; provided that any increase which would cause the
effective Base Semi - annual Rental rate to exceed $166,500 shall
be subject to the prior approval of the Board.
ARTICLE 8
MAINTENANCE AND CUSTODIAL SERVICES
8.1 Maintenance and Custodial Services. County shall
furnish at its sole expense all custodial and trash removal
services which may be required by its occupancy and use of the
Premises. Such services shall be provided at the level necessary
to maintain the Premises in a clean and orderly condition.
8.2 Sublessor's Responsibility to Administer Building
Warranties. Sublessor shall be responsible for administering all
construction, equipment, installation and other such warranties
for building structural systems, components, capital assets and
electro- mechanical equipment ( "Structural Components ") installed
in or about the Premises prior to County's occupancy thereof.
Such Structural Components shall include, but not be limited to,
roofing, HVAC system, fire and security alarm systems, flooring
materials, and plumbing lines and fixtures. Warranty
administration shall include contacting, making arrangements
with, and overseeing the work of those parties responsible for
repairing and /or replacing Structural Components under warranty
obligations.
8.3 Sublessor's Repair and Maintenance Obligations.
Sublessor shall provide and pay for all costs associated with
exterior building maintenance and repair during the term of this
Sublease. Such exterior building maintenance and repair shall be
limited to, landscaping and parking lot maintenance, roof repairs
and roof replacement, replacement of HVAC system and graffiti
removal from exterior building surfaces.
CCSF. 8i.11A, Rev, 12/55
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8.4 County's Building Operation and Maintenance
Obligations. County shall provide and pay for all costs
associated with the operation and maintenance of the interior
portion of the building at all times during the Term. Interior
maintenance shall include services and repairs to interior
plumbing and domestic water systems, interior electrical systems,
minor repairs to building HVAC system and controls, routine re-
lamping, minor interior damage repairs to walls and floors, and
routine maintenance service requests.
8.5 Fire Alarm and Security System Installation and
Monitoring. Sublessor shall pay for installation of the fire
alarm and security alarm systems in the Premises. The contract
for security maintenance and monitoring service will be between
the County and the security company.
8.6 Recarpet and Repainting. Upon request by County,
Sublessor shall provide recarpet and repainting of the Premises
not more often than every four (4) years and County shall
reimburse costs of such recarpet and repainting following
presentation by City of bills for same to County; provided that,
with the prior written approval of the Sublessor, the County, at
its sole option, may provide such recarpeting or repainting
services.
8.7 Repair and Maintenance Safety Requirements.
(a) Whenever feasible, Sublessor or County, as
applicable, shall schedule repair and maintenance work at times
other than normal working hours. Repair or maintenance work
which involves the use of processes which generate airborne
contaminants which can negatively impact indoor air quality may
be conducted during normal working hours only with County's prior
written consent.
(b) When repair or maintenance work must be performed
during normal working hours, mechanical ventilation units serving
the Premises in the vicinity of the work shall be shut down for
the duration of such work, and until any contaminants generated
thereby have had a chance to dissipate. During such period,
Sublessor shall takes steps to provide alternative sources of
fresh air to the Premises.
(c) Sublessor shall give County five (5) days prior
written notification of any non - regularly scheduled maintenance,
CCS°: 85.11A, Rev. 12/95
5OAO1214 13
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and of any and all repair work, to be performed on the Premises,
except in cases of emergency, in which cases no notification is
required.
(d) Sublessor and County, and anyone performing work
on behalf of the Sublessor or County on the Premises, shall
maintain a Material Safety Data Sheet containing all pertinent
information regarding hazardous materials which may be utilized
in connection with such work.
8.8 Sublessor's and County's Failure to Provide Services
and Repairs. Should Sublessor or County fail to perform any act
or provide any service required hereunder and not cure such
failure, or commence and continue to diligently pursue to
completion such curing, within five (5) business days following
written notice thereof by County or Sublessor, as applicable (or
immediately if the nature of the problem presents a hazard or
emergency), County or Sublessor, as applicable, shall have the
right, but not the obligation, to remedy such situation by making
the relevant repairs or obtaining the relevant service. County's
or Sublessor's cost in so doing shall be reimbursed to County or
Sublessor, as applicable, within thirty (30) days of delivery of
the invoices evidencing such work. In addition, where such
failure by Sublessor materially interferes with County's use and
enjoyment of the Premises for more than five (5) continuous
business days, County shall have the right to proportionately
abate monthly rent and any additional rent otherwise payable
under this Sublease and, if such interruption shall continue for
ten (10) or more continuous business days without commencement of
repair, County shall have the right to terminate this Sublease.
8.9 Sublessor's Waiver of California Civil Code Section
1942. To the extent that any remedies specified in this Sublease
conflict or are inconsistent with any provisions of California
Civil Code section 1942, or any successor statute thereto ( "CC
§1942 "), the provisions of this Sublease shall control.
Sublessor specifically waives (i) any requirement for notice from
County pursuant to CC §1942 prior to its exercise of the
aforementioned remedies, and (ii) any limitation on County's
ability to abate rent as specified herein which may be contained
in CC §1942.
CCSF: 85.11A, Rev. 12%95
50401214 14
w»�
ARTICLE 9
COMPLIANCE WITH LAWS: SAFETY REQUIREMENTS
(a) Sublessor warrants that, as of the Commencement
Date, there are no violations of any laws or ordinances, or of
rules or regulations of insurance - rating organizations, which
would materially affect County's use or occupancy of the
Premises, and that County's Intended Use of the Premises is in
compliance with all existing laws affecting the Premises, the
Building, the Common Facilities and the Property.
(b) If County's Intended Use of the Premises shall be
prohibited at any time during the Term or any extensions thereof
by any federal, state or local statute, ordinance or regulation,
the Term shall automatically terminate as of the effective day of
such prohibition and all rent owing under this Sublease shall be
equitably pro -rated on a per diem basis as of the date County
vacates Premises; provided, however, that Sublessor and County
may mutually elect to continue as the tenant on the Premises in
the event that such prohibition of County's Intended Use does not
also prohibit another comparable use permitted by applicable
zoning laws or ordinances which the Sublessor determines to
permit in its sole and exclusive discretion.
(c) The required test procedures for fire
extinguishing systems set forth in the Uniform Fire Code, 1988
Edition, Part VIII, Division III, Appendix IIIC, entitled
"Testing Fire - Extinguishing Systems, Standpipes and Combination
Systems," shall be the responsibility of County.
(d) In the event Sublessor or County, as applicable,
neglects, fails or refuses to maintain the Premises as provided
herein, County or Sublessor, as applicable, may, without
prejudice to any other remedies provided in this Sublease, upon
reasonable prior notice thereof to Sublessor, exercise one of the
following options:
(1) terminate this Sublease; or
(2) cure Sublessor's or County's default by
performance of any act, including payment of
money, and abate the cost thereof, plus reasonable
administrative costs, from any rent due under this
Sublease, or, in the event of default by the
CCSF: 55.11A, Rev. 12/95
50401214 15
County, add the cost thereof to any rent under
this Sublease.
(e) Notwithstanding any other provision of this
Sublease to the contrary, Sublessor shall be responsible for
payment of all costs of delivering the Property in compliance
with the requirements of the Americans with Disabilities Act of
1990 ( "ADA ") (42 USCS §§ 12101 - 12213), Title 24 of the
California Code of Regulations ( "Title 2411) and California Civil
Code § 54.1 as they may apply to the Premises, the Building or
the Property. Sublessor's obligations hereunder shall include,
without limitation, all costs of constructing the Premises, the
Building and the Property in compliance with the requirements of
Title III of the ADA ( "Title III ") (42 USCS §§ 12181 - 12189)
applicable to public accommodations and commercial facilities,
irrespective of whether or not the particular requirements of
such compliance (i) are specifically required by County's
intended use of the Premises, or (ii) may also be required of
County under Title II of the ADA ( "Title II") (42 USCS §§ 12131 -
12165). To the extent permitted by applicable law, Sublessor
shall also be responsible for payment of all costs of
constructing the Premises, the Building and the Property into
compliance with the requirements of Title II which may be
applicable to County's intended use of the Premises but which are
not also required by the requirements of Title III. The
responsibility for payment of any costs of maintaining such
compliance during the Term shall be a subject of negotiation
between the parties to this Sublease on a later date, which
negotiations may result in increased rental payments by the
County if compliance costs are substantial.
ARTICLE 9 A
DEFAULTS BY COUNTY
9A.1 Events of Default. Should County at any time be in
default with respect to any payment of Base Semi - annual Rent,
additional rental or any other charge payable by County pursuant
to this Sublease for a period of five (5) days after written
notice from Sublessor to County (provided, however, any notice
shall be in lieu of, and not in addition to, any notice required
under Section 1161 of the Code of Civil Procedure of California
or any similar, superseding statute), or should County by in
default in the prompt and full performance of any other of its
promises, covenants or agreements herein contained for more than
a reasonable time (in no event to exceed ten (10) days) after
CCSF: 85.11A, 3ev. 12/95
50401214 16
written notice thereof from Sublessor to County specifying the
particulars of the default (provided, however, any notice shall
be in lieu of, and not in addition to, any notice required under
Section 1161 of the Code of Civil Procedure of California or any
similar, superseding statute), or should County vacate or abandon
the Premises, or should County make any general assignment for
the benefit of creditors, or should there be filed against County
a petition to have County adjudged a bankrupt or a petition for
reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against
County, same is dismissed within sixty (60) days), or should
County institute any proceedings under the Bankruptcy Code or any
similar or successor statute, code or act, or should an appointed
trustee or receiver take possession of substantially all of
County's assets located at the Premises or of County's interest
in this Sublease where possession is not restored to County
within thirty (30) days, or should substantially all of County's
assets located at the Premises or County's interest in this
Sublease be attached or judicially seized where the seizure is
not discharged within thirty (30) days, then Sublessor may treat
the occurrence of any one (1) or more of the foregoing events as
a breach of this Sublease and, in addition to any or all other
rights or remedies of Sublessor by law provided, Sublessor shall
have the right, at Sublessor's option, without further notice or
demand of any kind to County or any other person, (a) to declare
the Term ended and to re -enter and take possession of the
Premises and remove all persons therefrom, or (b) without
declaring this Sublease terminated and without terminating
County's right to possession, to re -enter the Premises and occupy
the whole or any part for and on account of County and to collect
any unpaid rentals, upon which unpaid rentals interest shall
accrue at the interest rate that the City of Poway is earning on
its current investment portfolio, calculated and accruing daily
until paid and other charges which have become payable or which
may thereafter become payable, or (c) even though it may have re-
entered the Premises as provided in subparagraph (b) above, to
thereafter elect to terminate this Sublease and all of the rights
of County in or to the Premises. In any case in which Sublessor
shall re -enter and occupy the whole or any part of the Premises,
by unlawful detainer proceedings or otherwise, Sublessor, at its
option, may repair, alter, subdivide or change the character of
the Premises from time to time in such manner as Sublessor deems
best, may relet the Premises or any part thereof and receive the
rents therefor, and none of such actions shall constitute a
termination of this Sublease, or a release of County from any
CCSF: 85.11A, Rev. 22/95
50401214 17
liability hereunder. Sublessor shall not be deemed to have
terminated this Sublease or the liability of County to pay any
Base Semi - annual Rent, additional rental or other charges later
accruing by any re -entry of the Premises pursuant to Article
9A.1(b) above, or by any action in unlawful detainer or otherwise
to obtain possession of the Premises, unless Sublessor shall have
notified County in writing that it has so elected to terminate
this Sublease. In addition to the foregoing remedies, the
Sublessor may, at its election, take any past due rental payments
payable to the Sublessor by the County under this Sublease,
including, but not limited to, Base Semi - annual Rent, interest at
the default rate as set forth above, additional rental and any
other charge payable by the County pursuant to this Sublease as
direct monetary payment to the Certificate Trustee and /or as a
reduction of payments due from the City of Poway to the County
pursuant to the City /County Services Agreement.
9A.2 Termination of Sublease. Should Sublessor elect to
terminate this Sublease pursuant to the provisions of Article
9A.1(a) or (c) above, Sublessor may recover from County, as
damages, the following: (a) the worth at the time of award of any
unpaid rental which had been earned at the time of the
termination, plus (b) the worth at the time of award of the
amount by which the unpaid rental which would have been earned
after termination until the time of award exceeds the amount of
rental loss County proves could have been reasonably avoided,
plus (c) the worth at the time of award of the amount by which
the unpaid rental for the balance of the Term after the time of
award exceeds the amount of rental loss that County proves could
be reasonably avoided, plus (d) any other amounts necessary to
compensate Sublessor for all the detriment proximately caused by
County's failure to perform its obligations under this Sublease
or which, in the ordinary course of things, would be likely to
result therefrom including, but not limited to, any costs or
expenses incurred by Sublessor in (i) retaking possession of the
Premises, including reasonable attorneys' fees therefor, (ii)
maintaining or preserving the Premises after any default, (iii)
preparing the Premises for reletting to a new tenant, including
repairs or alterations to the Premises, (iv) leasing commissions,
or (v) any other costs necessary or appropriate to relet the
Premises, plus (e) at Sublessor's election, any other amounts in
addition to or in lieu of the foregoing as may be permitted from
time to time by the laws of the State of California.
C= 55.112, Rev. 12/95
504012/4 18
As used in subparagraphs (a) and (b) above, the "worth at
the time of award" is computed by allowing interest at the
maximum lawful rate. As used subparagraph (c) above, the "worth
at the time award" is computed by discounting such amount at the
discount rate of the Federal Reserve Bank situated nearest to the
location of the Poway Sheriff Station at the time of award, plus
one percent (1°s).
9A.3 Definition of Rental. For purposes of this Article
9A.3 only, the term "rental" shall be deemed to be Base Semi-
annual Rent, additional rental and all other sums required to be
paid by County pursuant to the terms of this Sublease. All sums,
other than Base Semi - annual Rent, shall be computed on the basis
of the average monthly amount accruing during the immediately
preceding sixty (60) month period, except that if it becomes
necessary to compute these sums before the sixty (60) month
period has occurred, then these sums shall be computed on the
basis of the average monthly amount accruing during the shorter
period.
9A.4 Nonmonetary Defaults. Notwithstanding any other
provision of this Article 9A.4, if the default complained of,
other than a default for the payment of monies, cannot be
rectified or cured within the period requiring rectification or
curing, as specified in the written notice relating to the
default, then, as to a default susceptible to being cured, the
default shall be deemed to be rectified or cured if County,
within the notice period, shall have commenced to rectify or cure
the default and shall thereafter diligently and continuously
prosecute same to completion.
ARTICLE 10
HAZARDOUS MATERIALS
10.1 Hazardous Materials Laws- Definition. As used in this
section, the term "Hazardous Materials' Laws" means any and all
federal, state or local laws or ordinances, rules, permits,
decrees, orders, regulations or court decisions (including the
so- called "common law ") relating to hazardous substances,
hazardous materials, hazardous waste, toxic substances,
environmental conditions on, under or about the Premises, soil
and ground water conditions or other similar substances or
conditions, including, without limitation, those hazardous or
toxic substances identified in the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901, et se o.
CCSF: 85.11A, Rev. _2/95
50401214 19
4WO. IWWIa
10.2 Hazardous Materials - Definition. As used in this
section the term "Hazardous Materials" means any chemical,
compound, material, substance or other matter the presence of
which gives rise to any reporting, notice or publication
requirements, or duty to investigate, under any Hazardous
Materials Laws; provided, however, that office and cleaning
supplies in amounts normal and customary for the Premises shall
not be considered as Hazardous Materials.
10.3 Sublessor's and County's Representations and
Warranties. Sublessor and County each represent and warrant
that, other than as disclosed to the other party to this Sublease
and specifically approved in writing by the other party to this
Sublease.
(a) Neither Sublessor nor County has received notice
from any governmental agency of violation, or suspected or
possible violation, of any Hazardous Materials Laws with respect
to the Premises or the Property, and there has at no time been a
government- supervised cleanup or remediation of Hazardous
Materials on the Premises or the Property;
(b) to the best of Sublessor's and County's knowledge,
any handling, transportation, storage, treatment or usage of
Hazardous Materials that has occurred on the Premises prior to
the Commencement Date has been in compliance with all applicable
Hazardous Materials Laws;
(c) no leaks, spills, releases, discharges, emissions
or disposal of Hazardous Materials have occurred on the Premises
prior to the Commencement Date, and, to the best of Sublessor's
and County's knowledge, the soil, ground water, and soil vapor on
or under the Premises is free of Hazardous Materials as of the
Commencement Date;
(d) after due and reasonable investigation, no
asbestos in any form which has become, or threatens to become,
friable is constructed, placed on, deposited, stored, disposed
of, or located in the Premises, or on property of which the
Premises is a part;
(e) after due and reasonable investigation, no
underground improvements, including but not limited to treatment
or storage tanks, or water, gas or oil wells are on, or ever have
CCSF: 85.aA, Rev. 12/9s
50401214 20
been on, the Premises or on the property to which the Premises is
appurtenant.
10.4 Indemnification by Sublessor. Sublessor (and, if
applicable, each of its general partners) and its successors,
assigns, and guarantors, if any, jointly and severally agree to
indemnify, defend (with counsel selected by County) reimburse and
hold County and its officers, employees, agents, contractors,
licensees, invitees or servants harmless from any claims,
judgments, damages, penalties, fines, costs, liabilities
(including sums paid in settlement of claims) or loss, including
attorneys' fees, consultants' fees, and experts' fees
(consultants and experts to be selected by County) which arise
during or after the Term from Sublessor's breach of any of its
warranties set forth in Section 10.3, above, or in connection
with the presence or suspected presence of Hazardous Materials
anywhere in the Premises, the Building or on the Property,
including the soil, ground water or soil vapor on or under the
Property, unless the Hazardous Materials are present solely as a
result of the act or omission of County, its officers, employees,
agents, contractors, licensees, invitees or servants. Without
limiting of the generality of the foregoing, the indemnification
provided by this section shall specifically cover costs incurred
by County in connection with investigation of site conditions or
any cleanup, remedial, removal or restoration work required by
any Hazardous Materials Laws because of the presence of Hazardous
Materials in the soil, ground water or soil vapor on the
Premises, and the release or discharge of Hazardous Materials by
Sublessor during the course of any alteration or improvement of
the Premises by Sublessor. The indemnification provided by this
section shall also specifically cover costs incurred in
responding to:
(a) Hazardous Materials present or suspected to be
present in the soil, ground water or soil vapor on or under the
Property before the Commencement Date;
(b) Hazardous Materials that migrate, flow, percolate,
diffuse, or in any way move on to or under the Property following
the Commencement Date; or
(c) Hazardous Materials present on or under the
Property as a result of any discharge, release, dumping, spilling
(accidental or otherwise), onto the Property during or after the
Term of this Sublease by any person, corporation, partnership or
C= 85.11A, Rev. :2/95
50401214 21
entity other than County, its officers, employees, agents,
contractors, licensees, invitees or servants.
The foregoing environmental indemnities shall survive the
expiration or termination of this Sublease and /or any transfer of
all or any portion of the Premises, or of any interest in this
Sublease, and shall be governed by the laws of the State of
California.
10.5 Indemnification by County. County (and, if
applicable, each of its general partners) and its successors,
assigns, and guarantors, if any, jointly and severally agree to
indemnify, defend, reimburse and hold Sublessor and its officers,
employees, agents, contractors, licensees, invitees or servants
harmless from any claims, judgments, damages, penalties, fines,
costs, liabilities (including sums paid in settlement of claims)
or loss, including attorneys' fees, consultants' fees, and
experts' fees (consultants and experts to be selected by
Sublessor) which arise during or after the Term from any
Hazardous Materials which County, its officers, agents or
employees may cause to be brought onto Premises after County's
occupancy of Premises. Without limiting of the generality of the
foregoing, the indemnification provided by this section shall
specifically cover costs incurred by Sublessor in connection with
investigation of site conditions or any cleanup, remedial,
removal or restoration work required by any Hazardous Materials
Laws because of the presence of Hazardous Materials which County,
its officers, agents or employees may cause to be brought onto
Premises after County's occupancy of Premises. The
indemnification provided by this section shall also specifically
cover costs incurred in responding to:
(a) Hazardous Materials, which County, its officers,
agents or employees may cause to be brought onto Premises after
County's occupancy of Premises, present or suspected to be
present in the soil, ground water or soil vapor on or under the
Property.
(b) Hazardous Materials present on or under the
Property as a result of any discharge, release, dumping, spilling
(accidental or otherwise), onto the Property during or after the
Term of this Sublease by County, its officers, agents or
employees.
CCS° 55.11A, Rev. 12/95
50401214 22
1*0'
The foregoing environmental indemnities shall survive the
expiration or termination of this Sublease and /or any transfer of
all or any portion of the Premises, or of any interest in this
Sublease, and shall be governed by the laws of the State of
California.
ARTICLE 11
WATER CONSERVATION
(INTENTIONALLY DELETED)
ARTICLE 12
MINORITY OR WOMEN BUSINESS ENTERPRISE
(INTENTIONALLY DELETED)
ARTICLE 13
IMPROVEMENTS AND ALTERATIONS
13.1 Improvements by Sublessor.
(a) Sublessor shall install the subleasehold
improvements ( "Leasehold Improvements ") in the Premises as set
forth in the Leasehold Improvements and Refurbishment Agreement
attached hereto as Exhibit "B ".
(b) Sublessor may at any time, upon reasonable prior
written notice to County, make any changes, additions,
improvements, repairs or replacements to the Property, including
the Common Facilities, that it considers desirable, provided,
however, that no changes, additions improvements repairs or
replacements shall (i) be made to the Premises except as are
permitted or required of Sublessor by other provisions of this
Sublease, (ii) reduce the parking committed to County pursuant to
this Sublease, (iii) materially impair access to the Premises, or
(iv) alter the Building's nature as an office building. All such
changes, additions, improvements, repairs and replacements shall
be performed expeditiously and so as to minimize interference
with County's use and enjoyment of the Premises. In the event
such interference materially impairs County's ability to conduct
its business from the Premises and such interference continues
for ten (10) days after County's notice thereof to Sublessor,
rent shall abate hereunder, in proportion to the extent of such
interference, from the commencement of said ten (10) day period,
for so long as such interference shall continue, and if such
C= 95.11A, R11, 12/53
50501214 23
interference shall continue for thirty (30) days after County's
notice to Sublessor, County shall have the right to terminate
this Sublease by notice to Sublessor at any time prior to the
cessation of such interference.
13.2 Alterations by County. County, at its own expense and
with the prior written consent of the Sublessor, may make any and
all nonstructural alterations or improvements, or install any
furniture, fixtures, or equipment necessary or desirable for its
intended use of the Premises. Such furniture, fixtures or
equipment installed or made by County shall remain the property
of County and, at the option of County, may be removed at or
before termination of this Sublease or any extension thereof, or
may be abandoned to Landlord. Any damage to the Premises
occasioned by removal of such fixtures or improvements by County
shall be repaired by County at the County's sole cost and expense
upon request by Sublessor made within thirty (30) days of the
expiration of this Sublease, or the sooner termination hereof as
herein provided, except in the event of destruction of the
Premises as provided for herein. County shall deliver possession
of the Premises to Sublessor in the same condition it enjoyed in
the beginning of this Sublease, or as altered, ordinary wear and
tear excepted.
13.3 Furniture Fixtures and Equipment. Any alterations of
the Premises made by County shall become part of the Premises and
the property of Sublessor; provided, however, subject to damage
provisions in Article 13.2, Alterations by County, that all
furniture, equipment, trade fixtures, removable partitions and
other personal property or alterations paid for by County not
permanently affixed to the Premises, shall be and remain County's
property removable by County at any time.
ARTICLE 14
DAMAGE BY FIRE OR OTHER CASUALTY; CONDEMNATION
14.1 Damage or Destruction of the Premises.
14.1.1 Restoration by Sublessor. If, during the Term
of this Sublease or any extension thereof, the Premises or the
Leasehold Improvements are damaged or destroyed, or if the
Building or the Common Facilities are damaged, Sublessor may, in
its sole discretion, subject only to the requirements and
limitations of the Certificate Lease Agreement, repair or replace
the damaged Premises, the Building, any of the Common Facilities
CCSF: 85.1IA, Rev. _2/95
5040124 24
or Leasehold Improvements, or apply insurance proceeds, if any,
to the prepayment of lease payments due under the Certificate
Lease Agreement. If the damage is not covered by insurance
proceeds, Sublessor may terminate the Sublease in its sole
discretion, and County shall vacate the Property in the event
Sublessor elects to terminate.
14.1.2 Time for Completion of Repairs. Any repairs
undertaken pursuant to this section shall be diligently pursued
to completion by Sublessor. Prior to commencing such repairs,
Sublessor shall give County an estimate of the time within which
such repairs are expected to be completed, and, if the repairs
are not completed by such date, then any rental abatement
provided in the following section shall continue to abate during
the period from the expected completion date of such repairs to
the actual date of substantial completion of repairs.
14.1.3 Rent Abatement. If any fire or other casualty
damages the Premises or the Leasehold Improvements, the Building,
or any of the Common Facilities necessary for County's use or
enjoyment of the Premises, then, during the period such damage or
the repair thereof interferes with County's use or enjoyment of
the Premises, County shall be entitled to a proportionate
reduction of rent resulting from such damage or repair, up to and
including full abatement of rent, such proportionate reduction to
be based upon the extent to which such damage or repair shall
reasonably interfere with the County's use or enjoyment of the
Premises. The County shall provide no less than ninety (90) days
prior written notice to the Sublessor and the Certificate Trustee
of any such abatement. To the extent, if at all, that County
reduces rental payments pursuant to this Section 14.1.3 or
pursuant to any provision of this Sublease, the City of Poway is
entitled to reduce its payments due to the County pursuant to the
City /County Services Agreement in an equal amount, commencing
immediately upon the date the last rental payment for the entire
Property is paid by the County prior to the occurrence of any
such reduction, which reduction shall in no event be treated by
the parties hereto or any beneficiary o the City /County Services
Agreement as a default under the City /County Services Agreement.
Notwithstanding any provision of the City /County Services
Agreement to the contrary, in no event shall a reduction of City
of Poway payments otherwise due to the County under the
City /County Services Agreement, as provided under any provision
of this Sublease, permit or entitle the County to reduce,
discontinue or modify in any way its obligation to provide law
CCSF: 85.11A, 3e'v, 12/95
50401214 25
MA
enforcement services to the City of Poway pursuant to the
City /County Services Agreement.
14.1.4 Sublessor's Right to Terminate. If, in the
sole judgment of Sublessor, the Premises will not be restored
Sublessor may terminate this Sublease by notice to the County
given thirty (30) days after such damage or destruction, such
termination to be effective thirty (30) days following delivery
of the notice of termination.
14.2 Condemnation. If all or any part of the Premises, the
Building or the Common Facilities shall be taken or appropriated
by any public or quasi - public authority under the power of
eminent domain, or under any agreement in lieu thereof (any such
taking or appropriation is referred to hereinafter as a "Taking,"
or having been "Taken "), this Sublease shall terminate as to the
part so Taken as of the date of such Taking and, in the case of a
partial Taking, County shall have the right to terminate this
Sublease as to the remaining portion of the Premises if such
remaining portion is less than 650 of Premises only by giving
written notice to Sublessor within thirty (30) days after such
Taking; provided, however, that exercise of such right of
termination shall (i) entitle the City of Poway to immediately
reduce its payment obligations under the City /County Services
Agreement in an amount equal to any reduction in the County's
rental payments hereunder due to such termination, (ii) and be
contingent upon whether, in the reasonable opinion of County's
Lease Administrator, the portion of the Premises so Taken is of
such extent and nature as to materially impair County's access to
the Premises, materially diminish the nature of the Building or
the Common Facilities as they existed on the date of the Taking,
or substantially interfere with County's Intended Use of the
Premises. Trustee under the Lease Agreement by and between the
City and the Poway Redevelopment Agency shall be entitled to all
compensation, damages, income, rent, awards and interest
whatsoever which may be paid or made on account of Sublessor's
interest in the Premises or the Building in connection with any
Taking; provided, however, that County shall be entitled to any
portion thereof intended by the authority exercising the power of
eminent domain as compensation for (i) County's relocation
expenses, (ii) the value of the use for the then unexpired Term
of any alterations or improvements in the Premises which were
paid for by County but have become the property of Sublessor,
(iii) any excess rent or other costs payable by County for
substitute premises obtained over rent payable hereunder, and
CCSF: 55.11A, Rev. 12/95
50401214 26
,vw� 1 40,.
(iv) the value of any alterations paid for by County which were
not the property of Sublessor and any other property of County so
Taken, including any moveable furniture, equipment and other
personal property. In the event of a partial Taking of the
Premises, Sublessor may, in its sole discretion, elect to forego
termination of this Sublease and, at its sole expense, restore
the balance of the Premises to a usable condition, and as
necessary so as to be fully partitioned from portions so Taken,
and the rent thereafter to be paid under this Sublease shall be
equitably reduced by an amount reasonably and mutually determined
by the parties based on the value to County of the Taken
property.
ARTICLE 15
QUIET ENJOYMENT
Upon County's paying rent and performing its other
obligations hereunder, County shall peacefully and quietly have,
hold and enjoy the Premises throughout the Term and any
extensions thereof, without hindrance, ejection or molestation by
Sublessor, any person lawfully claiming through or under
Sublessor or any person claiming prior rights to County to the
Premises.
ARTICLE 16
SUBLESSOR'S ACCESS TO PREMISES
Sublessor shall have access to the Premises at reasonable
times on reasonable prior written notice to County's Lease
Administrator (except in the case of an emergency, when notice
shall be commensurate with the circumstances) for the purposes
of: (i) showing the Premises to prospective purchasers and
mortgagees of the Building or its surrounding property and
prospective tenants of the Premises, and (ii) inspecting the
Premises or performing any repairs or improvements required of or
permitted to Sublessor herein. Prospective tenants may be
brought through the Premises only during the last nine (9) months
of the Term. Said tenants, purchasers and mortgagees shall at
all times be accompanied by Sublessor or Sublessor's designated
agent. Sublessor shall use all reasonable efforts in connection
with such access to minimize interference with County's use and
enjoyment of the Premises.
C= E5.11A, Rev. 12/95
50401214 27
ARTICLE 17
ASSIGNMENT AND SUBLEASE
17.1 Sublessor's Consent. The County cannot sublet the
whole or any part of the Premises, nor to assign this Sublease,
without in each case first securing the prior written consent
thereto of the provider of municipal bond insurance with respect
to the Poway 1996 Certificates of Participation (Sheriff
Substation Project).
17.2 Transfers Not Permitted. The County may not enter into
subleases, concessions or licenses, except for concessions or
licenses for vending machines.
ARTICLE 18
18.1 County's Insurance Obligations.
18.1.1 County's Liability. County utilizes a program of
self - funding with regard to any liability it may incur for
personal injury or property damage arising out its use or
occupancy of the Premises including Worker's Compensation.
Without limiting County's indemnification obligations to Issuer
under this Lease, County shall include the Issuer in its program
of liability self - insurance. County shall, as soon as
practicable but in no event later than ten (10) days prior to the
Commencement Date of the Lease, deliver to Issuer evidence of
County's self- insurance. Thereafter, such evidence shall be
delivered to Issuer within thirty (30) days prior to the
anniversary of the Commencement Date.
18.1.2 County's Property Insurance. County shall
maintain a policy of All -Risk Insurance, including fire
insurance, along with other participating public agencies with a
per occurrence limit of two hundred million ($200,000,000)
covering the Property which conforms to (a) through (c) below.
Without limiting County's indemnification obligations to
Sublessor, County shall provide and maintain, during the Term and
for such other period as may be required herein, at its sole
expense, property insurance in the amounts and form specified
herein.
CCSF: 55.11A, Rev. 12/95
50401214 28
"'W. 1�fto
(a) Coverage. The County shall maintain or cause to
be maintained, throughout the Term hereof, a policy or policies
of insurance, against loss or damage to the Property resulting
from fire, lightning, vandalism, malicious mischief and such
perils ordinarily defined as "extended coverage ". 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 and shall name the Certificate Trustee as loss payee under
the policy or policies. The term "full replacement value" as
used in this Section 18.1.2 shall mean the actual replacement
cost of the improvements located on the Property (including the
cost of restoring the surface of the Property, 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 County. The County 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 Certificate Trustee and applied as
provided in the Certificate Lease Agreement.
18.1.2.1 General Insurance Provisions.
(a) Form of Policies. All policies of insurance
required to be procured and maintained pursuant to this Sublease,
other than the worker's compensation insurance and the title
insurance specified herein, respectively, and any statements of
self- insurance shall provide that the County, the Sublessor and
the Certificate Trustee shall receive 60 (sixty) days' notice of
each expiration, or any intended cancellation thereof or
reduction of the coverage provided thereby. Insurance required
to be procured and maintained regarding hazard insurance and
regarding title insurance shall provide that all proceeds
thereunder shall be payable to the Trustee as the insured or loss
payee.
(b) Payment of Premiums. The County shall pay or
cause to be paid when due the premiums for all insurance policies
required by this Sublease.
CCSF: 85.11A, Re,. 12/95
50411214 29
.W�
(c) Protection of the Certificate Trustee. The
Certificate Trustee shall not be responsible for the sufficiency
or adequacy of any insurance herein required and, upon the
receipt of consent of the provider of municipal bond insurance
for the Certificates, 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 County.
(d) Evidence of Insurance. The County shall deliver
certificates to the Certificate 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) The Sublessor shall cooperate fully with the
County at the expense of the County 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 Property or
any portion thereof.
ARTICLE 19
INDEMNITY
19.1 Sublessor's Indemnity. County shall not be liable
for, and Sublessor shall defend, indemnify, protect and hold
County harmless from, any and all claims, demands, liability,
judgments, awards, fines, mechanics' liens or other liens,
losses, damages, expenses, charges or costs of any kind or
character, including actual attorneys' fees and court costs
(hereinafter collectively referred to as "Claims "), arising from
or in connection with, or caused by, directly or indirectly,
(i) any breach or default by Sublessor of its obligations under
this Lease, (ii) any act, omission or negligence of Sublessor, or
Sublessor's respective contractors, licensees, invitees, agents,
servants or employees, and (iii) any labor dispute involving
Sublessor, its employees, contractors or agents, provided,
however, that Sublessor shall have no obligation to defend or
indemnify County from Claims caused solely by the negligent,
willful or criminal act of County or its agents.
19.2 County's Indemnity. Sublessor shall not be liable
for, and County shall defend, indemnify, protect and hold
Sublessor harmless from, any and all claims, demands, liability,
judgments, awards, fines, mechanics' liens or other liens,
CCSF: 65.'_lA, Rev. =2%95
50401214 30
'ww ,,..O,
losses, damages, expenses, charges or costs of any kind or
character, including actual attorneys' fees and court costs
(hereinafter collectively referred to as "Claims "), arising from
or in connection with, or caused by, directly or indirectly,
(i) any breach or default by County of its obligations under this
Lease, (ii) any act, omission or negligence of Sublessor, or
County's respective contractors, licensees, invitees, agents,
servants or employees, and (iii) any labor dispute involving
County, its employees, contractors or agents, provided, however,
that County shall have no obligation to defend or indemnify
Sublessor from Claims caused solely by the negligent, willful or
criminal act of Sublessor or its agents.
19.3 Covered Claims. The obligations of Sublessor and
County hereunder to indemnify, defend and hold each other
harmless shall not apply to the extent that insurance carried by
Sublessor or County, other than any program of self - insurance
covered by either party, covers any Claim.
ARTICLE 20
GENERAL PROVISIONS
20.1 Authority. Sublessor and County each represent and
warrant that it has full power and authority to execute and fully
perform its obligations under this Sublease pursuant to its
governing instruments, without the need for any further action,
and that the person(s) executing this Sublease on behalf of
Sublessor and County are the duly designated agents of Sublessor
and County and are authorized to do so, and that fee title to the
Building and the Premises vests solely in Sublessor.
20.2 Captions. The captions, headings and index appearing
in this Sublease are inserted for convenience only and in no way
define, limit, construe, or describe the scope or intent of the
provisions of this Sublease.
20.3 County Approval. Except where stated herein to the
contrary, the phrases "County's approval," and "County's written
approval" or such similar phrases shall mean approval of County's
Lease Administrator or said Administrator's representative as
authorized by said administrator in writing.
20.4 Cumulative Remedies. In the event of a default under
this Sublease, each party's remedies shall be limited to those
remedies set forth in this Sublease; any such remedies are
=F: 85.11A, Rev. -2/95
50401214 3 1
cumulative and not exclusive of any other remedies under this
Sublease to which the non - defaulting party may be entitled.
20.5 Entire Agreement.
addenda, exhibits and riders
entire agreement between the
matter hereof, and all prior
understandings and represent
superseded.
This Sublease, together with all
attached hereto, constitutes the
parties with respect to the subject
or contemporaneous agreements,
ations, oral or written, are
20.6 Exhibits. All exhibits referred to herein are
attached hereto and incorporated by reference.
20.7 Force Majeure. In the event either party is prevented
or delayed from performing any act or discharging any obligation
hereunder because of any and all causes beyond either party's
reasonable control, including unusual delays in deliveries,
abnormal adverse weather conditions, unavoidable casualties,
strikes, labor disputes, inability to obtain labor, materials or
equipment, acts of God, governmental restrictions, regulations or
controls, any hostile government actions, civil commotion and
fire or other casualty, legal actions attacking the validity of
this Sublease or the County's occupancy of the Premises, or any
other casualties beyond the reasonable control of either party
except casualties resulting from Sublessor's negligent operation
or maintenance of the Premises or the Building ( "Force Majeure "),
performance of such act shall be excused for the period of such
delay, and the period for performance of such act shall be
extended for a period equivalent to the period of such delay.
Force Majeure shall not include any bankruptcy, insolvency, or
other financial inability on the part of either party hereto.
20.8 Governing Law. This Sublease shall be governed,
construed and enforced in accordance with the laws of the State
of California.
20.9 Joint and Several Liability. If more than one person
or entity executes this Sublease as Sublessor, each of them is
jointly and severally liable for all of the obligations of
Sublessor hereunder.
20.10 Memorandum of Sublease. Concurrent with execution of
this Sublease, Sublessor and County shall execute and cause to be
acknowledged a memorandum of this Sublease in the form of Exhibit
"H" attached hereto. Thereafter, County may cause such
CCS?: 95.11A, Rev. 12/95
50401214 32
14W ,%we:
memorandum to be recorded in the office of the San Diego County
Recorder, but no sooner than Sublessor becomes the owner of
record of the legal parcels on which the Building is, or will be,
constructed, as applicable. Such memorandum shall not under any
circumstances be deemed to modify or otherwise change any of the
terms, conditions or covenants of this Sublease. In the event of
any conflict between this Sublease and such memorandum, the
terms, covenants and conditions of this Sublease shall control.
20.11 Estoppel Certificate. within thirty (30) days after
written request, County shall execute, acknowledge and deliver to
Sublessor a written statement certifying (i) the Commencement
Date, (ii) that this Sublease is unmodified and in full force and
effect, or is in full force and effect as modified and stating
the modifications; (iii) the date to which Monthly Rent and any
additional rent have been paid; and (iv) that Sublessor is not in
default hereunder, or if Sublessor is claimed to be in default,
stating the nature of such claimed default. All such statements
shall be made to County's best knowledge, and County shall not
make nor be obligated to make any independent investigation of
the facts. Except as qualified in the preceding sentence any
such statement may be relied upon by a purchaser, assignee or
lender with respect to the Premises or the Property. No such
certification shall be deemed to be a waiver by County of any
right or cause of action against Sublessor based on any fact of
which County has no knowledge because of the concealment of such
fact by Sublessor.
20.12 Modification. The provisions of this Sublease may
not be modified, except by a written instrument signed by both
parties.
20.13 Notices. All notices, demands, requests or other
communication required or permitted to be given hereunder
( "Notices ") shall be in writing and (i) delivered in person to an
officer or duly authorized representative of the other party,
(ii) sent by First Class United States Mail, postage prepaid,
(iii) sent by overnight delivery, or (iv) delivered or sent by
telegraph, telex, telecopy or cable. Notices shall be sent to
Sublessor, County and Certificate Trustee at the appropriate
address set forth in Article 1, or to such other address as
Sublessor or County may hereafter designate by written notice to
the other party. Any such Notice shall be deemed duly given upon
receipt if delivered as set forth under (i), (iii) or (iv) above,
CCSF 65,11A, Ref. a.2 /95
50401214 33
WNW
or, in case of (ii) above, forty -eight (48) hours from the time
of mailing if mailed as provided in this section.
20.14 Partial Invalidity. If any provision of this
Sublease is determined by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of this Sublease shall
not be affected thereby. Each provision shall be valid and
enforceable to the fullest extent permitted by law.
20.15 Successors & Assigns. This Sublease shall be binding
on an inure to the benefit of the parties and their successors
and assigns, except as may otherwise be provided herein.
20.16 Time of Essence. Time is of the essence of each and
every provision of this Sublease.
20.17 Waiver. No provision of this Sublease or the breach
thereof shall be deemed waived, except by written consent of the
party against whom the waiver is claimed.
20.18 Execution and Counterparts. This Sublease 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.
20.19 Ground Lease. This Sublease will subject to a ground
lease for the Premises between City of Poway and Poway
Redevelopment Agency to be executed for bond financing purposes.
IN WITNESS WHEREOF, Sublessor and County have executed this
Sublease effective as of the date first written above.
COUNTY OF SAN DIEGO, a SUBLESSOR:
political subdivision of the
State of California CITY OF POWAY, CALIFORNIA
By: 1 ^^ `J .��:1 I By:` cwt K Oya,"L
Clerk, Board of Supervisors City Clerk
AGENCY:
Approved and /or authorized by the Board
of Supervi ors the County of San Diego/
POWAY REDEVELOPMENT AGENCY Date :�Minute Order No
THOMAS J. PASTUSZKA
Clerk off Supervisors
A, t By:
By: r / Deputy Clerk
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CCS °: 55.1IY,.., Rev. 2/95
50401214 34
EXHIBIT "A"
DESCRIPTION OF PREMISES, PARKING AREA AND
COUNTY'S PARKING PRIVILEGES
[To be provided]
Refer to attached County Drawing No. 96- 0202 -A.
CCSF 85.11A, Rev. 12/95
50401214.exh A-1
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EXHIBIT "B"
LEASEHOLD IMPROVEMENTS AGREEMENT
This Leasehold Improvements ( "Improvement Agreement ") states
the agreement of the parties regarding installation of Leasehold
Improvements in the Premises. This Improvement Agreement is
incorporated into the Sublease as Exhibit "B" thereto.
1. DEFINITIONS.
1.1 INTENTIONALLY DELETED
1.2 INTENTIONALLY DELETED
1.3 "Costs" are defined in Section 9, below.
1.4 INTENTIONALLY DELETED
1.5 "Improvements Budget" is defined in Section 4(a),
below.
1.6 "Leasehold Improvements" are those improvements to
be installed in the building as shown on the Construction Drawings,
Performance Specifications and Telecommunications Specifications
attached hereto as Schedule 1 to Exhibit "B ".
1.7 "Leasehold Improvement Allowance" shall mean the sum
of Three Million Five Hundred Fifty Two Thousand Three Hundred
Eighty Eight Dollars ($3,552,388), which shall be paid by Sublessor
toward the cost of constructing the Leasehold Improvements, the
land cost, design fees, and building permits /fees, subject to the
provisions of the Sublease Article 4.5, Insufficient Funds to
Complete Construction.
1.8 INTENTIONALLY DELETED
1.9 "Project Architect" shall mean Sublessor's Project
Architect, McGraw /Baldwin Architects, Inc.
1.10 Other terms are defined in this Leasehold
Improvement Agreement ( "Agreement "). In addition, terms defined in
the Sublease shall have the same meanings when used herein, unless
the context otherwise requires.
CCSF: 85.11A, Rev. 12195
50401214.exh B-1
NAW
2. PLANS AND SPECIFICATIONS FOR THE PREMISES.
McGraw /Baldwin Architects, Inc. have developed Construction
Drawings which provide for construction of the Subleasehold
improvements ( "Leasehold Improvements ") to be installed in the
Premises, attached hereto as Schedule 1. Sublessor and
McGraw /Baldwin have submitted the Construction Drawings to County
for its review, and County has approved such plans. County has
attached Performance Specifications and Telecommunications
Specifications to Schedule 1 of Exhibit "B ". These specifications
have been incorporated into the Construction Drawings.
Construction Drawings also contain page SE10.0 which provide for
Security /Fire Systems installation and monitoring by Sublessor or
Vendor designated by Sublessor.
3. INTENTIONALLY DELETED
4. IMPROVEMENTS BUDGET.
(a) Upon receipt of Bids for construction following
approval of the Sublease by County's Board of Supervisors and City
of Poway, Sublessor shall provide County with a budget
( "Improvements Budget ") showing the total cost, on a "line item"
basis, of constructing the Leasehold Improvements as shown on the
Construction Drawings. The Improvements Budget shall include the
total costs of designing, constructing and installing the Leasehold
Improvements, including the following costs: (i) labor and
materials; (ii) permits, licenses and fees; (iii) payments to be
made to Sublessor's contractors; (iv) space planning,
architectural, engineering and other consultants' fees; (v) amounts
to be paid for mechanical drawings, plans, specifications, shop
drawings, designs and layouts; (vi) premiums for the "course of
construction" insurance required in Section 4, below; (vi)
construction administration; (vii) budget preparation; (viii)
equipment rental; (ix) testing and inspection; (x) sales and use
(but not property) taxes; (xi) necessary or required bonds; and
(xiii) incidental costs related to the foregoing. Sublessor
warrants that (a) all such costs in the Improvement Budget are
consistent with standards in the industry, (b) each line item in
the Improvement Budget shall reflect the lowest bid for such item
CCSF: 85.11A, Rev. 12/95
50401214, exh R-2
1WW �Ww
culled from at least three (3) competitive bids, (c) all labor
costs included therein are calculated at the general prevailing
rate for public works determined pursuant to California Labor Code
Sections 1720.2 and 1770 et sea.
(b) County shall have ten (10) working days after
receipt of the Improvements Budget in which to give written notice
to Sublessor of County's acceptance or rejection of the
Improvements Budget, but County may reject such budget only if such
Improvements Budget would result in a rental rate to County in
excess of the rental amount specified in Article 1.7 of the
Sublease. If such budget exceeds the rental rate specified in
Article 1.7, the County and Sublessor may agree to reduce costs or
to increase the rental rate up to $166,500 semiannualy without
further action of the Board. If Sublessor does not receive
County's written rejection of the Improvements Budget within such
period, then the Improvements Budget shall be deemed accepted by
County. If within such period Sublessor receives County's written
rejection of the Improvements Budget, then within five (5) days
thereafter, one of the following will occur: (a) County shall meet
with Sublessor and the Project Architect to revise the Construction
Drawings so as to adjust the line -item amounts, or aggregate total
amount, shown in the Improvements Budget to individual amounts, or
a total amount, so that the rental rate will not exceed the rental
amount specified in Article 1.7 of the Sublease. Any such
revisions to the Construction Drawings will be completed by the
Project Architect within five (5) days after its meeting with
County and any costs of revisions will be allowable costs of the
project. Following such revisions, Sublessor shall submit a new
Improvements Budget to County for its approval, OR (b) County and
Sublessor may agree to invoke the provisions of Article 4.5, Rent
Increases to Complete Construction and to Finance the Certificates.
(c) INTENTIONALLY DELETED
(d) Sublessor shall construct the Leasehold Improvements
in compliance with the approved Construction Drawings, and
including all items shown thereon and in the approved Improvements
Budget, at Sublessor's sole cost and expense.
CCSP: 85.11A. Rev. 12/95
50401214.exh B-3
wr
5. COMPLETION OF WORK. Following County's acceptance of the
Construction Documents and County's approval, if applicable, of
Sublessor's Improvement Budget, Sublessor shall comply with the
conditions set forth in this Section 5 pertaining to construction
of the Leasehold Improvements.
(a) Sublessor shall enter into an agreement for the
construction of the Leasehold Improvements with a general
contractor or construction project management firm, Sublessor and
County being agreed that Sublessor may consider other relevant
factors in addition to price, such as the experience and financial
strength of the general contractor or construction project
management firm ( "Contractor "). The Contractor shall be bondable
and shall meet all licensing and insurance requirements of the
State of California and the jurisdiction in which the Premises are
located.
(b) Sublessor is aware of, and will make the Contractor
and all subcontractors aware of, the County's Minority and Women
Business Enterprises and Water Conservation Policy requirements, as
described in the Sublease.
(c) Sublessor shall obtain and pay for all governmental
permits required to complete the Leasehold Improvements. Sublessor
will file an application for a building permit for the Leasehold
Improvements. No work shall commence until the Final Plans are
filed with the governmental agencies having jurisdiction thereof,
all required building permits have been obtained, and the Project
Architect has certified that to the best of its knowledge, if
performed in accordance with the Final Plans, the work will comply
with all laws, codes, regulations and statutes applicable to such
work.
(d) INTENTIONALLY DELETED
(e) Before commencing work on the Leasehold
Improvements, Sublessor or its General Contractor shall furnish a
Performance Bond ( "Bond ") , in an amount equal to one hundred
percent (100%) of the amount of the Improvement Budget, as security
for the faithful performance of this Improvement Agreement.
(f) INTENTIONALLY DELETED
CCSF: 85.11A, Rev. 12/95
50401214.exh B-4
tbvw "W
(g) Sublessor shall cause Contractor to diligently
commence and complete the actual construction of the Leasehold
Improvements: (i) in a good and workmanlike manner by well -
trained, adequately supervised workers; (ii) in strict compliance
with the approved Final Plans and specifications and working
drawings (except for insubstantial deviations which do not
interfere with the utility or use of the Leasehold Improvements);
(iii) in strict compliance with all governmental and quasi -
governmental rules, regulations, laws and building codes and all
requirements of the parties' insurers and lenders; and (iv) in a
manner free from all design, material and workmanship defects.
(h) Sublessor shall indemnify, hold harmless and defend
County from and against any loss or damage to property and any
liability for death or personal injury arising out of the
construction of the Leasehold Improvements, except to the extent
caused by the negligence or intentional misconduct of County or its
agents or employees.
(i) County shall have the right prior to completion of
construction of the Leasehold Improvements to enter the Premises
for the purpose of inspecting construction progress, making punch -
list inspections, and installing such fixtures, telephones,
electronic communication or special equipment as County may desire,
all without incurring any obligation for the payment of rent or
additional sums solely as a result thereof. County will use its
best efforts to minimize interference with Sublessor's construction
of the Leasehold Improvements and will give prior reasonable notice
to Sublessor and Sublessor's Contractor of County's desire to enter
the Premises. County will coordinate all installation work with
Sublessor's Contractor.
(j) Contractor shall retain on behalf of Sublessor all
invoices, receipts and other appropriate records evidencing that
such work has been performed and that such materials are in place
on the Premises, which records shall be delivered by Sublessor to
County within ten (10) working days after the Commencement Date for
purposes of determining final rental amount pursuant to Article
4.3, Rent Reduction for Unused Subleasehold Improvements.
CCSF: 85.11A. Rev. 12/95
50401214_exh B-5
(k) Sublessor shall complete construction of the
Leasehold Improvements on or before the Scheduled Commencement
Date, as such date may be adjusted pursuant to the provisions of
the Sublease and this Exhibit "B ".
(1) Sublessor shall cause the Leasehold Improvements to
be constructed free of any vendor's mechanics' or workers' or other
liens whatsoever. If any such liens are filed against the Premises
or any portion of the Property as a result of construction of the
Leasehold Improvements or any other construction conducted by
Sublessor, such liens shall be removed at Sublessor's sole cost,
and Sublessor shall indemnify and defend County against all costs
associated with the removal of such liens or the defense of any
litigation filed pursuant thereto.
(m) Within sixty (60) days of County's acceptance of the
Leasehold Improvements, Sublessor shall deliver to County's Lease
Administrator two (2) sets of "as- built" drawings, showing the
construction of the Leasehold Improvements in place.
(n) INTENTIONALLY DELETED
(o) County's acceptance of the Leasehold Improvements
pursuant to the provisions of Section 3.1.3 of the Sublease shall
not be deemed to constitute acceptance by County of any latent
construction defects. Sublessor shall deliver to County the
original Certificate of Occupancy for the Premises issued by the
City of San Diego within ten (10) days following completion of the
Leasehold Improvements. Sublessor shall record a Notice of
Completion promptly upon completion of the Leasehold Improvements
and forward a certified copy thereof to County.
(p) County shall not be responsible for payment of any
costs of removal or abatement of any Hazardous Materials, as
defined in the Sublease, encountered during construction or
installation of the Leasehold Improvements.
(q) The Leasehold Improvements contemplated by this
Agreement constitute a public work under California Labor Code
section 1720.2. Accordingly, Sublessor shall include substantially
CCSF: 85.I1A, Rev. 12/95
50401214.exh 13-6
v %we
the following language in the call for bids for construction of the
Leasehold Improvements, and in the bid specifications and in the
contract itself:
"Workers employed on this project shall
be paid at least the general prevailing rate
of per diem wages, and the general prevailing
rate of -er diem wages of holiday and overtime
work, as determined by the Director of the
California Department of Industrial Relations.
Copies of the Director's determination are
available to any interested party on request."
Sublessor shall post, at each job site, a copy of the Director's
determination of the prevailing rate of per diem wages.
6. COUNTY'S PAYMENT OF CONSTRUCTION COSTS OF LEASEHOLD
IMPROVEMENTS.
6.1 As provided in the Sublease, County's payment of
Base Monthly Rent includes reimbursement to Sublessor for the:
(a) Subleasehold Improvement Allowance as specified in
Section 1.7 of this Exhibit "B "; or
(b) Actual Cost of Construction of the Office Space
Improvements, as defined in Section 6.2, below, subject to the
rental limitations set forth in Article 4.5, Insufficient Funds to
Complete Construction, of the Sublease.
6.2 As used herein, the term "Actual Cost of
Construction of the Office Space Improvements" means Sublessor's
actual cost to design, construct and install the Office Space
Improvements, as documented and verified pursuant to the provisions
of Section 6.3 through 6.5, below.
6.3 Sublessor shall retain all invoices, receipts,
payroll and expense records and other appropriate records
(collectively, "Cost Records ") which provide evidence of (i)
construction and installation of the Leasehold Improvements, and
(ii) the Actual Cost of Construction of the Office Space
Improvements. All Cost Records shall be maintained by Sublessor in
accordance with generally accepted accounting principles, and shall
CCSF: 85.11A, Rev, 12195
50401214.exh B-7
N 1W,
be stored at Sublessor's place of business identified in Section
1.1 of the Sublease for a period of thirty -six (36) full calendar
months following the Commencement Date. All Cost Records shall be
delivered by Sublessor to County within ten (10) business days
after Sublessor's receipt of County's request therefor.
6.4 Sublessor shall deliver to County, within thirty
(30) calendar days from the Commencement Date, a letter which
states the Actual Cost of Construction of the Office Space
Improvements. Such letter shall be signed by Sublessor certifying
that the Actual Cost of construction of the Office Space
Improvements is true and correct.
6.5 County or County's designated agent shall have the
right at any reasonable time to inspect and copy Cost Records, and
to challenge the accuracy or calculation of the Actual Cost of
Construction of the Office Space Improvements. In the event an
audit indicates that Sublessor's determination of the Actual Cost
of Construction of the Office Space Improvements has resulted in
the County paying at least 2°s greater amount of additional rent
than appropriate under Sections 4.3 or 4.5 of the Sublease,
whichever applies, then (i) Sublessor shall reimburse County for
the cost of the audit, (ii) Sublessor shall reimburse County for
such overpaid amounts, by Cashier's Check, within thirty (30) days
of County's demand therefor, together with interest thereon at a
rate equal to two point two five percent (2.250) over the then
current Bank of America prime rate, as published by the San Diego
Daily Transcript on the date of the audit, and (c) County and
Sublessor shall reduce the amount of additional rent provided in
Section 4.3 of the Sublease to the amount reflected in the audit.
Sublessor shall be obligated to reimburse County for costs of audit
only if overpaid amounts exceed seven percent (7 %) of the
previously completed total.
7. CHANGES.
(a) If County wishes to make any changes ( "Changes ") in
the approved Final Plans, whether prior to, after the commencement
of, or after completion of construction of the Leasehold
Improvements, but no more than sixty (60) days following the
Commencement Date, it shall give notice to Sublessor of the
requested Changes. Sublessor shall, within four (4) full working
days thereafter, give County a reasonable good faith estimate of
any increase or decrease in the cost of the Leasehold Improvements
resulting from such requested Changes, and the delay in
construction of the Leasehold Improvements, if any, that would
CCSF: 85.11A, Rev. 12195
50401214.exh B-8
NOW 1 *400'
result from such Changes. Upon receipt of the estimate, County
shall have four (4) full working days to elect whether to proceed
with such Changes. If County elects to so proceed, it shall
deliver written notification thereof to Sublessor, and Sublessor
shall incorporate the Changes in the construction, provided,
however, that in no event shall County request, or Sublessor make,
Changes which would increase the total cost of constructing the
Leasehold Improvements by an amount which would cause rent to
exceed the amount specified in Article 4.5, Rent Increases to
Complete Construction and Finance Certificates.
(b) In no event shall Sublessor make any Changes in the
Final Plans, Sublessor's Improvements Budget or the Scheduled
Commencement Date without written authorization therefor from
County's Lease Administrator. County shall be responsible for any
extra cost resulting from such Changes and for any resulting delay
in the Scheduled Commencement Date, but only up to the amount of
Landlord's prior estimates of such costs, or of any delay, and for
an aggregate amount which does not exceed the Contingency Fund.
County shall receive credit for any decrease in the cost of the
Leasehold Improvements resulting from any such Changes requested by
County.
(c) Sublessor shall complete installation of the changes
within a reasonable period of time following receipt of County's
request therefor.
(d) All the criteria and requirements applicable to
construction of the Leasehold Improvements set forth herein shall
also be applicable to construction of any changes requested by
County, including, but not limited to, compliance with all
applicable laws, the procedure for acceptance of the Leasehold
Improvements by County, and Sublessor's insurance requirements.
8. INTENTIONALLY DELETED
9. COSTS. As used herein, the term "Costs" means the Costs
actually expended by Sublessor, as certified by the project
architect, to install Leasehold Improvements in accordance with the
Final Plans and working drawings prepared therefor by Sublessor
pursuant to the instructions and approval of County. Costs of
preparing space plans, construction plans, working drawings and the
Final Plans; costs of preparing the Improvements Budget, or any
Refurbishment Budget; costs of labor which shall be paid at the
general prevailing rate for public work determined pursuant to
California Labor Code Sections 1720.2 and 1770 et seq.; costs of
CCSF: 95.I1A, Rev. 12195
50401214.exh 13-9
%wo ,
equipment and material; engineering fees; costs of governmental
permits and plan -check fees; testing and inspection costs; sales
and use taxes (but not real property taxes) ; bonds; and other costs
directly related to the construction of the improvements. Other
than as set forth above, Costs shall not include any profit, fee or
compensation to Sublessor, or interest on Sublessor's construction
financing or construction loan fees, if any.
CCSF: 85.11A, Rev. 12/95
50401214.exh B -10
1.00
SCHEDULE 1 TO EXHIBIT "B"
OUTLINE SPECIFICATIONS AND SUBLEASE PLANS
Refer to attached Construction Drawings, Performance Specifications
and Telecommunications Specifications.
CCSP: 85.11A, Rev. 12/95
50401214. exh E3-11
COUNTY OF SAN DIEGO
DEPARTMENT OF GENERAL SERVICES
REAL PROPERTY DIVISION
PERFORMANCE SPECIFICATIONS
FOR
REAL PROPERTY FILE NO. PM2400
SHERIFF - CITY OF POWAY
POWAY, CALIFORNIA
August 12, 1996
LEASE ADMINISTRATOR: JACK MILLER
REAL PROPERTY AGENT: CYRIL FLAVIN
PROJECT MANAGER: ABE CASISON
(619) 694 -2322
Exhibit B, Schedule 1
JPN -06 -1997 12:06 DOE REAL PRCPER7Y D':V. 619 6942369 P.02i08
PERFORMANCE SPECIFICATIONS
FOR THE
SHERIFF -CITY OF POWAY
00700 GENERAL CONDITIONS
The Lessor shall acquire an architect ( "Lessor's Architect "), who is licensed to practice
architecture in the State of California, to provide complete professional services for the
design and construction of a build to suit leasehold building construction for a new Sheriff
Station.
The Lessor and Lessors Architect are responsible for the integrity of the Leasehold building
design and construction of the new Sheriff leased facility. Such design and construction
shall conform with any and 4 codes.
DIVISION 1 - GENERAL REQUIREMENTS
01010 SUMMARY OF WORK
The Lessor shall construct a Sheriff Facility in compliance with the Construction Documents
and the Performance Specifications, such that the new facility shall meet the County Sheriff
requirements.
01020 BUILDING DESIGN REQUIREMENTS
The design and construction of the building shall be the responsibility of the Lessor. The
leasehold building shall be designed and constructed on a `build to suit' basis to meet the
requirements of the Sheriff. It is the Lessor's Architect responsibility to design a building
to meet the budget as required by the lease agreement. Lessor's Architect shall design the
space to meet the approved county space validation of 15,000 square feet.
POWAYLEASE.SPC LEASE - 1
01040 COORDINATION
During the construction of the Leasehold building , the Lessor shall direct all construction
related communication to the County's Project Manager . County Project Manager shall
be identified in writing by County's Lease Administrator, or designee, upon County's
execution of this Lease. All County communication to Lessor's Architect and the
Contractor shall be made through the Lessor, unless otherwise agreed between County and
Lessor.
01060 REGULATORY REQUIREMENTS
The Leasehold building shall be constructed in compliance with all applicable federal,
state, and local codes and regulations. The most recently adopted versions shall apply.
All codes and regulations shall be considered as minimum building needs and life safety
standards. It shall comply with any and all State Department of Justice requirements as
required. The Lessor shall cause the Architect to perform an American with Disabilities
Act (ADA) review of the new building , site and path of travel compliance. The Lessor
shall make all necessary design accommodation to bring the building into conformance
with ADA requirements.
01200 PROJECT MEETINGS
The Lessor shall provide a suitable place at the job site for conducting project meetings.
The Contractor shall record and distribute all meeting notes. A pre - construction meeting
for the Leasehold building shall be conducted immediately after the execution of this Lease
by County. Scheduled progress meetings shall be held regularly thereafter, until the
Premises are accepted by the County.
01300 PRODUCT SUBMITTALS
Lessor's Architect shall provide a list of required submittals to Contractor, with a copy to
the County's Project Manager, no later than two weeks after the pre - construction meeting,
and Contractor shall submit accordingly. Lessor's Architect shall review all submittals
and, if deemed acceptable and when necessary, forward these to the County's Project
Manager for review.
Contractor shall submit to the County's Project Manager a Leasehold building construction
schedule no later than one week after the pre - construction meeting.
Upon the County's request, the Lessor shall provide certified copies of payrolls and other
documents which may be deemed necessary to verify equal employment opportunity,
payment of prevailing wage rate, non- segregated facilities, and statutory requirements.
All colors and materials for the Leasehold interior premises shall be selected by the
County's Project Manager, Sheriff Project Coordinator and the Lessor's Architect. The
Lessor shall provide adequate samples to the County, and allow reasonable time for such
selection.
POWAYLEASE.SPC LEASE -2
Prior to the installation of any locksets in the Premises, Lessor shall provide County's
Project Manager with a key schedule for the Premises for such Project Manager's review
and approval.
If such a key schedule is not provided prior to installation of the locksets, Lessor shall be
responsible for any and all re- keying or changing of locksets which are necessary to meet
County's requirements.
01500 CONSTRUCTION FACILITIES AND TEMPORARY CONTROLS
The Lessor is responsible for maintaining the safety and security of the Leasehold building
construction job site. The Lessor shall post project identification and prevailing wage rate
documentation, distinguish and mark the areas where a hard hat is required, govern that
the hard -hat requirement is complied with, and erect barricades if necessary to control non -
construction traffic.
01700 CONTRACT CLOSEOUT
The Lessor shall abide by the acceptance provisions set forth in the lease and exhibits.
During any of County's walk - through inspections, the Lessor shall prepare a punch -list of
deficient items and submit this list to County's Project Manager for such Project
Manager's review and approval. The project manager shall provide the Lessor with any
additional items that need to be included in the punch -list.
01720 PROJECT RECORD DOCUMENTS
Lessor shall cause a set of as -built documents, including specifications and drawings, to
be up -dated and maintained at the job site by the Contractor. Lessor shall submit two (2)
sets of as -built documents to County upon completion of the job. Autocad drawings on a
floppy disk shall be provided if drawings are done in CAD.
01730 OPERATION AND MAINTENANCE DATA
Upon the completion of construction, the Lessor shall submit to the County two copies of
operation and maintenance manuals for the Leasehold building. The Lessor shall also hold
demonstration sessions, as requested by the County, which shall instruct County staff on
how to maintain and operate such improvements.
DIVISION 2 - SITE WORK
02780 POWER AND COMMUNICATION
All power or communications, as required, shall be introduced to the Leasehold building
via underground conduits.
POW AYLEASE. SPC LEASE-3
02800 SITE IMPROVEMENTS
The Lessor shall provide a secured parking lot for sheriff cars. Number of parking and
other requirements shall be specified by the users. Parking lot shall have sufficient lighting
and spaces shall be marked as specified by the users. The number of parking spaces for
visitors outside the secured parking shall be as specified by the users. Parking spaces shall
be clearly marked for the physically disabled including all required street and entrance
signage in compliance with ADA requirements. Dog run spaces located in the secured
parking shall meet the requirements of the users. Secured parking opening entry shall be
provided with metal rolling gate as required. Other security requirements shall be
specified by Lessor's security contractor for County security approval.
DIVISION 3 - CONCRETE
Concrete work shall be as specified by Lessor's Architect construction specifications per
approved building design.
DIVISION 4 - MASONRY
Masonry work shall be as specified by Lessor's Architect construction specifications per
approved building design.
DIVISION 5 - METAL
Metal work shall be as specified by Lessor's Architect construction specifications per
approved building design.
DIVISION 6 - WOOD AND PLASTICS
06200 FINISH CARPENTRY
Provide commercial grade base cabinets and wall -hung upper cabinets in the staff lounge
room. Cabinets shall have stained hardwood or laminated plastic finish. Provide stained
hardwood or laminated plastic interior shelving to match the exterior finish. Each base
cabinet shall have one adjustable shelf. Each wall -hung upper cabinet and each full height
cabinet shall have adequate number of adjustable shelves so the shelves can divide the
interior into sections of no more than 12" in height. Counter top shall be plastic laminate
with 4" back splash. Provide power outlets at 24" on center at back splash.
Provide laminated plastic lavatory counters with 6" front apron and 4" back splash in the
public /staff restrooms. Provide a custom grade base cabinet with plastic laminate top at
the reception. Dimensions and sizes shall be as specified by Lessor's Architect
construction specifications per users requirements.
POWAYLEASE.SPC LEASE -4
DGS REAL PRCPERTY DIV. 619 6942369 P.03/06
`WW ''w':
Provide laminated plastic work counters in Iobby, report writing room, mail /copy area,
fingerprinting work room, property storage room and other areas shown in lease plan.
Provide mail slots and staff report organizer slots in the report writing room. Dimensions
shall be specified by users.
DIVISION 7 - THERMAL AND MOISTURE PROTECTION
Thermal and moisture protection requirements shall be as specified by Lessor's Architect
building construction specifications per approved design.
DIVISION 8 - DOORS AND WINDOWS
08200 WOOD DOORS
Interior doors shall be 3' W x 6'8 "H solid core stain grade wood, unless otherwise specified.
Provide silencers and door stops at all doors. Provide 6" x 18" viewing panels on interior
doors to the interview rooms and conference rooms. Door for secure storage will be a pair
of 4'0" wide doors. All other exterior doors shall be as specified by Lessor's Architect per
building construction specifications.
08700 FINISH HARDWARE
Provide commercial quality hardware, Schlage, Corbin, Yale heavy duty, or equal in
compliance with ADA. Provide cipher locks to doors to be identified by users. Simplex
Unican Cipher 1000 or approved equal. Other security hardware shall be as specified by
users requirements. Provide two set of keys for each keylock identified by users.
08800 GLAZING
In all the restrooms, provide a mirror to extend the full width of the lavatory counter from
the top of the back splash to T above floor. Provide mirror for the physically disabled as
required by codes. In the public restooms provide one impact resistant mirror in each toilet
room in compliance with ADA securely attached to the wall with non - removable anchors.
Other type of glazing materials shall be as specified by Lessor's Architect per Sheriff's
minimum requirements.
DIVISION 9 - FINISHES
09200 INTERIOR WALLS
New full height walls shall be fully sound insulated with R -11 insulation batt. Provide fire-
rated walls and fire separation walls in accordance with codes. Other special security wall
material shall be as specified by users requirements in the waiting rooms. Perforated
insulated metal panel or approved equal.
POWAYLEASE.SPC LEASE - 5
;I",,
09300 CERAMIC TILE
rn
All showers and restrooms shall have the following tile materials: full height ceramic tile
on all walls in showers and half height wainscot in the restrooms; a band of 4" high
contrasting dark color ceramic tile accent on all walls; slip resistant ceramic floor tile
from the same manufacturer as the wall tile; and coved base tile.
09500 CEILING SYSTEMS
Where suspended ceiling system is required, provide acoustical ceiling system in light
color. Where suspended ceiling is not required, structural members and suspended pipes,
ducts, conduits, etc. shall be architecturally designed to provide a pleasant appearance.
09500 RESILIENT FLOORING
Provide 4" -high rubber base throughout the Premises, including carpeted areas, unless
otherwise specified.
Provide slip - resistant vinyl tile flooring with 4" high rubber base in the staff lounge;
telephone /data room, janitor's room, storage rooms and other areas specified in plan.
Sub -floor surfaces shall be prepared in accordance with flooring manufacturer's
recommendations.
09600 CARPET
Provide commercial grade soil - retardant loop pile carpet, with direct glue -down
installation, in all areas unless specified otherwise. Yam content shall be Nylon with static
control. Pile height shall be between 0.16" and 0.26 ". Minimum yam weight shall be 28
ounce per square yard. Flammability ratings shall pass ASTM -E -84 - NFPA Class B,
UBC Class II, and shall have a flame spread rate of 75 or less. Primary backing shall be
polypropylene, secondary backing shall be jute. Backings shall be manufactured to
accommodate direct glue -down installation.
09900 PAINTING
Provide two-coat finish of semi -gloss paint on all interior walls unless specified otherwise.
Exterior painting shall be as specified by Lessor's Architect per approved lease plan and
specifications.
POWAYLEASE.SPC LEASE -6
JAN -03 -1997 12:07 DGS REAL PRCFEPIY r v. 619 6942369 P.04109
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DIVISION 10- SPECIALITIES
I0160 METAL TOILET COMPARTMENTS
Provide factory enameled toilet partitions in staff toilet/shower rooms. Provide one coat
hook in each toilet compartment.
10200 METAL BENCH SEATING
Provide factory enameled metal pre - formed bench seating per Sheriff s requirements where
shown in the waiting/interview rooms. Size and dimensions shall meet the minimum
requirements of the Sheriff. Secure the bench seating to the floor.
10400 IDENTIFYING DEVICES
Provide one major exterior sign to identify the County's occupancy. Provide adequate
exterior and interior directories and signs to identify rooms and provide directions. Lessor
is required to provide said signs up to the allowance set previously. The Lessor shall meet
with the County's Project Manager to acquire detailed sign specifications, prior to County's
acceptance of the Leasehold building.
All parking spaces shall be either labeled "Visitor" or "Reserved ".
10500 LOCKERS
Provide single tier metal lockers in each men and women's locker rooms. Lessor's Architect
shall submit sample brochures of lockers that meet the requirements of the Sheriff for review
and approval. Each locker compartment shall have a door with top and bottom ventilation
louvers, and a handle which can receive various types of padlocks.
10800 TOILET AND BATH ACCESSORIES
A. Provide a center mounted single handle faucet and a soap dispenser at each sink in
the two single accommodation toilets and at each lavatory in the staff toilet/shower
rooms_ Faucets shall be Delta, heavy duty commercial faucet. (.Model #2529 -
LGHDF). Soap dispensers shall be Bobrick Model B -112. Lessor may provide
faucets and soap dispensers equal to these if approved by the County's Project
Manager.
B. Provide a seat cover dispenser and a double -roll toilet dispenser in each single
accommodation toilet compartments in public and staff restrooms.
C. Provide one combination paper towel dispenser /disposal in the public and staff
restrooms.
POWAYLEASE.SPC LEASE - 7
JAN -08 -1997 12:07 DGS REAL PROPERTY Div. 619 6942369 P.05i08
D. Provide one wall -mount combination sanitary napkin and tampon dispenser in the
public and staff women's toilet/shower room. The dispenser shall have a capacity
of 17 napkins and 26 tampons, and shall be coin - operated with 50 -cent action.
E. Provide a single handle faucet with hot and cold water service, at the lunch room.
The faucet shall be Delta Workforce Model 100HDF, or approved equal.
F. Provide one handicap accessible shower stall at each staff toilet/shower room. The
stall shall be a minimum of thirty six inches wide and forty eight inches long with a
folding seat, grab bars and adjustable shower head.
DIVISION 11 - EQUIPMENT
All special equipments to be included in the construction as required by users shall be as
specified by Lessor's Architect per approved plans and specifications.
DIVISION 12 - FURNISHINGS
12500 WINDOW TREATMENT
Provide horizontal blinds for all exterior windows and other interior windows specified in
lease plan.
12600 SYSTEM FURNITURE
Installation of systems furniture shall be the responsibility of the County. County Project
Manager shall coordinate with systems vendor for all system furniture installation to be
installed in the building. Specifications and space layout shall be submitted to Lessor's
Architect to be included in the final construction floor plans and specifications.
DIVISION 13 - SPECIAL CONSTRUCTION
13900 FIRE AND SECURITY SYSTEMS
Provide a security system to protect the County's occupancy. Lessor is required to provide
said systems per Sheriffs requircments. Security requirements shall be design by Lessor's
security contractor. Such design shall meet all the security requirements of the Sheriff in
coordination with the County Security Specialist. County Security Specialist and the Sheriff
Department shall review and approve the security design prior submittal to Lessor's
Architect.
DIVISION 14 - CONVEYING SYSTEM No special requirements.
POwAYLEASE.SPC LEASE - 8
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DIVISION 15 - MECHANICAL
15300 FIRE PROTECTION
Provide fire sprinkler system protection for the new building. Sprinkler systems shall meet
the requirements of the state, local fire marshal and current codes. Provide adequate fire
extinguishers and other fire safety devices as required by local Fire Marshal. Maintain all
fire safety equipment in good working condition.
15440 PLUMBING FIXTURES
Guidelines set in Uniform Plumbing Code shall be considered as minimum requirements
in determining numbers of facilities.
A. Provide self - rimming vitreous china lavatories at the public and staff restrooms.
B. Provide vitreous china flush -valve water closets with open -front plastic seats. Seats
shall be made of heavy -duty commercial grade material with a non - absorbent finish.
Provide stainless steel water closets in the waiting rooms per Sheriff requirements.
C. Provide vitreous china blowout wall-hung flush -valve urinals with water reservoir.
D. Provide a floor drain in each restroom near the center of the room, preferably
located under a toilet partition. Slope floor to drain.
LUNCH ROOM:
Provide commercial grade two compartment stainless steel sink with garbage disposal.
DRINKING FOUNTAINS-
Provide one double level electrical drinking fountain for the facility. Water shall be
chilled to a temperature between 48 degrees and 52 degrees Fahrenheit. The drinking
fountain shall meet all ADA requirements.
15500 HEATING, VENTILATING, AND AIR CONDITIONING
The following shall be considered as minimum requirements for all areas in the Premises.
Some areas, such as telephone rooms and computer rooms, may have additional
requirements. Verify the existing conditions at the building conform to the following
standards. Provide additional units as required to bring the HVAC into conformance.
The heating, ventilation and air conditioning (HVAC) system shall be capable of supplying
outside air at 5 CFM per occupant, and maintaining air circulation at 20 CFM per
occupant. All areas in the Premises shall receive a minimum of six air changes per hour.
Office areas shall be reasonably quiet, with a sound range not exceeding 55 db on the "A'
sound scale, 50 db on the NC curve, or 58 db on the third band frequency (250 cycles).
PO WAYLEASE. SPC LEASE -9
In office areas, the HVAC system shall maintain room temperatures of not less than 65
degrees Fahrenheit, and not more than 78 degrees Fahrenheit, as specified by the County
Board of Supervisors. In computer rooms and telephone rooms, the HVAC system shall
maintain a mean room temperature of 68 degrees Fahrenheit, and shall ensure that room
temperatures, in said rooms, never exceeds 73 degrees Fahrenheit.
The HVAC system shall be designed such that computer rooms and telephone rooms are
zoned separately from other areas of the facility. These rooms, however, may be served
jointly on the same zone. The HVAC system shall be designed to dissipate heat from
telecommunications equipment and computer equipment.
Smoking is prohibited in all County occupied buildings. The HVAC system need not be
designed to accommodate air changes due to smoking in the facility. The County is in the
process of automating its offices by providing a CRT or a PC at each work station. The
HVAC system shall be designed to accommodate air changes due to heat generated by
these PC's and CRT's.
All thermostats shall be secured by locked cases. Keys to the cases shall be provided to
the County's building maintenance staff and the County's on -site building manager.
The HVAC system shall be designed, installed, and maintained to function in accordance
with the latest standards and recommendations of. the American Society of Heating,
Refrigeration and Air Conditioning Engineers, Inc., and the National Fire Protection
Association Standards 90A.
The Lessor and Lessor's Architect shall carefully divide the Premises into separate HVAC
zones such that each zone will meet the above requirements.
Provide two half ton packaged air conditioning units for the phone telephone /computer
room. The units shall be wired to operate on alternate cycles. Refer to separate telephone
specifications to be submitted by Department of Information Services.
DIVISION 16 - ELECTRICAL
16050 ELECTRICAL
Lessor's Architect shall review the electrical requirements for all equipment and all other
electrical requirements by the Sheriff for the new building.
PO W AYLEAS E. SPC LEASE -10
JAN- 00-1997 12 Oe DGS REAL PRGPERTY DIV. 619 6942369 P.06i06
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Provide two duplex power outlets to each work station and each private office. Provide a
minimum of four duplex power outlets to each conference room, storage, and other areas
shown in lease plans. In computer room and telephone room provide three 220 three phase
dedicated power outlets and four dedicated 120/208. In all other areas, provide adequate
power outlets to meet code and support the need for vacuum cleaning. All outlets shall be
either recessed in walls or installed in s)'stem furniture panels.
Provide a new emergency generator back up system for the new building. Size shall be as
specified by Lessor's Architect and approved by the county. Provide concrete enclosure for
security as required.
All electrical panels located in the office areas shall have lockable covers, and shall be
finished to match adjacent conditions.
16500 LIGHTING
Interior lighting shall conform to 50 foot candles at the tops of all work surfaces, and shall
maintain 40 foot candles in general areas, including corridors. Provide energy saving
recessed fluorescent fixtures with prismatic diffusers to supply general lighting.
16700 COMMUNICATIONS
Provide one telephone /data (double phone jack) outlet to each system partition work station,
each private office and all areas indicated in lease plans. All outlets shall be either recessed
in walls or installed in system furniture panels.
The County may elect to use SanContel, the County's own communications system. The
phone room shall be the demarcation between Pac Bell and SanContel. Refer to separate
telephone, data specifications for all electrical requirements in phone room. Telephone and
data jacks, wiring, and devices will be provided by the County. Communications jacks,
wiring, and devices associated with the security systems shall be provided and installed by
the Lessor.
Provide a path for each telephone /data device between the device and a telephone room.
Said path shall comply with the following requirements:
A. Through full height walls and fire walls:
Provide 4" conduit penetrating the wall. Seal between the conduit and the wall.
SanContel will seal between the conduit and wires after wiring. Provide conduit
sleeves in accordance with codes.
B. Through underground ducts:
Provide pull ropes throughout the path. Provide adequate junction boxes.
POWAYLEASE.SPC LEASE - 1 I
JAN -0S -1597 12 08 DGS REAL FRCPEF71' D1V. 619 6942369 P.07/0e
C Through ceiling cavities at lay -in ceilings:
Telephone /data wires may be placed directly above ceiling grids. Provide adequate
supports to accommodate the weight of wires. Inform the County Project Manager
during design phase whether the ceiling cavity is return air plenum.
D. Through ceiling cavities at hard ceilings:
Telephone /data wires may be placed direct]), above ceiling structural members,
provided those structural members are placed no further than four feet on center in
both directions. Provide adequate access panels for wiring.
If ceiling structural members are more than four feet apart in either direction, provide
adequate continuous conduits with pull ropes and adequate junction boxes in the
ceiling cavity. Provide adequate access panels for wiring. Inform the County Project
Manager during design phase whether the ceiling cavity is return air plenum.
E. In areas without ceiling cavity:
Provide adequate continuous cable trays or conduits.
F. Between telephone rooms, telephone closets and computer rooms:
Provide adequate number of 4" conduits with pull ropes and adequate conduits.
G. To system furniture panels:
Provide adequate power poles or related in -feed components as specified by Lessor's
Architect for approved plans and specifications.
H- In situations not described above:
Consult the County Project Manager early in the Leasehold building design for
recommended solutions, and expedite the solution accepted by the County Project
_Manager.
OTHER REQUIREMENTS
A. Install expanded metal mesh to wrap around ceiling and all walls in property storage
and armory.
B. Provide floor rubber pads in exercise rooms.
C. Perimeter fencing shall be as specified by Lessor's Architect per approved plan.
D. The addition of three phone lines, one of which is to be placed at the front counter
and two of which are to be placed in the supply area.
FO AYLEASE.SPC LEASE- 12
DGS REAL PRGPERTY DIV, 619 6942369 P,08/06
14*0 '-�✓
E. A panic alarm to be installed at the front counter.
F. A pedestrian gate allwAing access from the secured parking lot to the library parking
lot.
G. The janitorial supply closet door is to be moved to the hallway from the female staff
locker room area_
POWAYLEASE.SPC LEASE - la
TOTAL P.08
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COUNTY OF SAN DIEGO
DEPARTMENT OF INFORMATION SERVICES
TELECOMMUNICATIONS SERVICES
AUGUST 13, 1996
TELECOMMUNICATIONS SPECIFICATIONS
FOR
POWAY SHERIFF STATION
CIVIC CENTER DRIVE
PROJECT
ACQUISITION OF FACILITY FOR THE
DEPARTMENT OF SHERIFF
Exhibit B, Schedule 1
SENIOR ELECTRONICS ENGINEER: MICHAEL J. TEAYS
(619) 694 -3949
1
v,0 CHNICAL SPECIFICATIONS
FOR
MAIN TELEPHONE EQUIPMENT ROOM
(REFER TO ATTACHED FLOOR PLAN)
ELECTRICAL
1. See construction note #4. Inside the main telephone equipment
room, provide and install a 100AMP single phase 208/120
surface mounted power panel fully equipped with 15 circuit
breakers. Power panel should be dedicated from main power
panel and surge protectors installed permanently in line with
panel feeders.
2. See construction note #l. The main telephone system rectifiers
will require two (2) each single phase 208VAC, 50AMP three
wire dedicated circuits. The County will spot the location
where the dedicated circuits are to be installed. Extend the
three wire dedicated circuits with a 7 foot flex conduit tail.
County personnel will make final connection to rectifiers.
3. See construction note #3. There will be a minimum of six (6)
duplex 120VAC, 20AMP dedicated circuits required within the
main telephone room. See floor plan for location.
4_ See construction note #2. Provide two (2) each dedicated,
120VAC, 20 Amp quad electrical outlet_ Mount each circuit at
6' -6" above floor on equipment rack.
S. Power for the two air conditioning systems shall be provided
from the main telephone room power panel. Circuit sizing
shall be determined by design consultant.
6. See construction note #5. A single point common ground #4 AWG
(not to exceed 0.5 OHMS) shall be provided in the main
telephone room. Leave a 7 foot tail.
7. Overhead lighting (two 4' foot panels) minimum required for
main telephone room.
AIR CONDITIONING
1. In the main telephone room, this area shall have a dual stand
alone HVAC system consisting of two dedicated 1 -ton air
conditioning units, that will run continuously. Unit #1 will
run 72 hours, at a time and then switch to unit #2, which will
run for 72 hours, while unit #1 is turned off. These units
will run 24 hours per day, 365 days per year. Provide alarm
monitoring contacts for remote monitoring.
2
2 _ Air conditioning,., its are to be installed c„w,,,side of the
ceiling space directly above the main telephone room.
3. Install thermostat (inside) next to main telephone door
entrance.
FIRE EXTINGUISHING SYSTEM
1. Provide adequate fire protection in the area of the main
telephone room per fire code.
CONDUITS
1. See construction note #8. Provide and install three (3) 4 -inch
conduits between the building telephone equipment room
demarcation and the local telephone company's service
connection_
2. Provide the following for telephone /data outlet /mudring:
a) install 3/4 inch conduit stubs between telephone outlet and
the above drop ceiling.
b) Provide a pull line in all conduits equivalent to NO. 14
AWG 3/16" polypropelylene.
3. Construction note #6. Provide adequate 4 -inch conduit stubs
across hard ceilings and through fire rated walls_ The
contractor is to provide access between all telephone /data
outlets and main telephone equipment room.
a_ Cores /power pole access is to be provided to floor areas where
there is no access to modular furniture systems.
5. Under floor cable duct distribution systems, require adequate
duct space to accommodate multiple cable pulls. Access shall
be crovided in and out of this type of duct system to each
modular furniture connection.
6. See construction note #9. Provide and install one (1) 3 -inch
conduit between main telephone room and new library.
MAIN TELEPHONE EQUIPMENT ROOM SPACE REOUIREMENT
1. See construction note #6. The minimum square feet floor
deminsion for the main telephone room is 916" x 19'6" (W x L).
Provide and install six (6) 81x 4' x 3/4" plywood backing
boards.
3. Provide and install Unican brand cipher lock on outside door
to main telephone room. For ordering information, call Mike
Luikart at 694 -3552. The combo should be programmed for
(45 +3).
3
4. The Pacific Bell Fain Point of Entry (MPOE) ill be
established inside the main telephone /computer equipment room.
If you have any questions regarding the above, I can be reached at
495 -5528.
4
Telephone/Computer Equipment Room Legend
Construction Notes
1. 2 each, 208 VAC, 50 Amp dedicated electrical outlet. Mounted in ceiling with T tail. Actual
amperage will be determined by the County at a later date.
2. 2 each, 120 VAC, 20 Amp quad electrical outlet. Mounted on equipment rack at 616" level.
Each circuit needs to be dedicated.
3. 6 each. 120 VAC. 20 Amp dual electrical outlet. Mounted at floor level. These circuits do
not need to be dedicated.
4. 1 each, 208/120 VAC, 100 Amp power panel with surge protectors installed permanently in
line with panel feeders.
5. 1 each, single point ground with T tail.
6. 2 each, 4" conduit stub.
7. 6 each, 8'x 4'x 3/4" plywood backing board.
8. 3 each, 4" utility conduit from street.
9. 1 each, 3" conduit from telephone room to Library.
10. PacBell D -Mark.
11. Additional items on drawing will be County provided.
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EXHIBIT "C"
EARLY TERMINATION CHARGE
[To be Provided]
(INTENTIONALLY DELETED)
CCSA: 8511A, Rev. 12/95
50401214.exh C-1
r..,
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EXHIBIT "D"
SERVICES TO BE PROVIDED BY SUBLESSOR
Unless stated to the contrary hereinbelow, the following services
shall be provided twenty four hours per day, seven days per week.
1. ELEVATOR SERVICE (INTENTIONALLY DELETED)
2. HEATING, VENTILATION AND AIR CONDITIONING SERVICE
The Sublessor shall ensure that the following heating,
ventilating, and air conditioning (HVAC) requirements are
maintained throughout the Premises and the interior
Common Facilities at all times.
The requirements of this Section shall
minimum requirements for all areas in
the interior Common Facilities. The H
at all times, meet the specifications
most currently adopted version of the
Code.
be considered as
the Premises and
VAC system shall,
set forth in the
Uniform Building
The HVAC system shall be capable of supplying outside air
at 5 CFM per occupant, and maintaining air circulation at
20 CFM per occupant. All areas in the Premises and the
interior Common Facilities shall receive a minimum of six
air changes per hour.
All areas in the Premises and the interior Common
Facilities shall be reasonably quiet. Throughout these
areas, the HVAC system noise shall not exceed 55 db on
the "A" sound scale, 50 db on the NC curve, or 58 db on
the third band frequency (250 cycles).
Except as specified below, the HVAC system shall, in all
areas, maintain room temperatures of not less than 65
degrees Fahrenheit, and not more than 78 degrees
Fahrenheit, as specified by the County Board of
Supervisors.
The HVAC system shall be maintained such that it
functions at all times, in accordance with the latest
standards and recommendations of: the American Society of
Heating, Refrigeration and Air Conditioning Engineers,
Inc., and the National Fire Protection Association
Standards 90A.
CCSF: 85.IIA, Rev. 12/95
50401214.exh D-1
2. ELECTRICAL SERVICE
Sublessor shall, at all times, ensure that adequate
electrical service is provided to the Premises and the
Common Facilities 24 hours per day, seven days per week.
Sublessor's obligation hereunder shall include electrical
service which is adequate enough to meet the lighting,
elevator, and HVAC requirements specified herein.
3. SEWAGE SERVICE
Sublessor shall, at all times, ensure that all sewage
systems located on the Property and serving the Premises
and the Common Facilities are in good working order and
free from any blockage on a 24 hour per day, seven day
per week basis. Further, Sublessor shall ensure that
said sewage systems are of a suitable capacity to be able
to, at all times, remove sewage from the property,
regardless of occupancy loads of County or other tenants,
where such sewage originates from sources on the
Property.
4. TRASH REMOVAL SERVICE. (INTENTIONALLY DELETED)
5. WATER SERVICE
Sublessor shall ensure that, at all times, an adequate
supply of potable water, supplied at the correct
temperature, is available to the Premises and Common
Facilities on a 24 hour per day, seven day per week
basis. Sublessor's obligation hereunder shall include:
(i) providing adequate water service and water pressure
throughout the Premises, and the Common Facilities to
meet all codes, regulations, or laws concerning the
provision of water; (ii) providing hot water service up
to 110 degrees Fahrenheit at all the Premises and Common
Facilities lavatory and lounge faucets; and (iii)
providing clean, potable water which meets all codes,
regulations, and laws governing the same to all faucets
throughout the Premises and Common Facilities.
CCSF: 85.11A, Rev. 12/95
50401214. exh D-2
..Y
6. LIGHTING
Sublessor shall ensure and maintain the minimum lighting
levels in the Premises and Common Facilities, as set
forth below. A combination of general lighting and task
lighting may be supplied by the Sublessor to meet the
minimum lighting levels set forth herein. The minimum
lighting levels to be maintained by Sublessor throughout
the facility are as follows:
A. Office areas set off with full- height partitions:
50 foot candles at desks tops
40 foot candles elsewhere
B. Open office areas:
50 foot candles at desk tops
40 foot candles elsewhere
C. Corridors and public areas:
40 foot candles throughout
D. Restrooms:
40 foot candles throughout
E. Exterior (immediately surrounding the Premises):
0.25 foot candles
F. Parking areas:
0.25 foot candles throughout
7. ROOF
Sublessor shall provide a weather - tight, leak -proof roof
throughout the Sublease Term or any extension thereof.
CCSF: 85.11A, Rev. 12/95
50811214. exh D-3
Iftlov
8. SECURITY SYSTEM MONITORING AND MAINTENANCE
A. County shall cause the Premises' security system
(specified in Schedule 1 of Exhibit B, herein, or
as subsequently altered, modified or added to) to
be monitored at an Underwriters Laboratories (UL)
approved central station located in San Diego
County. Such monitoring shall be performed on a
24 -hour per day, seven (7) day per week basis.
County shall contract with a security firm for
security monitoring and will pay for such security
monitoring.
B. County shall cause the Premises' security system,
as noted above in item A, to be serviced and
maintained so as to be in reasonable operation at
all times. Such service and maintenance shall be
performed by an UL approved security and fire
system maintenance contractor.
10. CUSTODIAL CLEANING SPECIFICATIONS (INTENTIONALLY DELETED)
11. MAIL DELIVERY STANDARD
Sublessor shall ensure that U.S. Mail delivery point, and
access to it, will be identical, and available Monday
through Saturday. This standard is required by U.S.
Postal Service regulations.
CCSP: 85.11A, Rev. 12195
5(AO1214.exh D -4
ow
EXHIBIT "E"
ASBESTOS INSPECTION CRITERIA
(INTENTIONALLY DELETED)
CCSF: 85.11A. Rev. 12/95
50401214.exh E-1
Vow
EXHIBIT "F"
WATER CONSERVATION POLICY
(INTENTIONALLY DELETED)
CCSA: 85.1 ]A, Rev. 12195
50401214.exh F-1
EXHIBIT "G"
INSURANCE REQUIREMENTS
(INTENTIONALLY DELETED)
CCSF: 85.11A, Rev. 12195
50401214.exh G-1
EXHIBIT "H"
MEMORANDUM OF SUBLEASE
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WHEN RECORDED, PLEASE MAIL FOR RECORDER'S USE ONLY:
THIS INSTRUMENT TO:
Clerk, Board of Supervisors
San Diego County Administration Center
1600 Pacific Highway
San Diego, California 92101
NO TRANSFER TAX DUE
MEMORANDUM OF SUBLEASE
The City of Poway, a political subdivision of the State of
California, ( "Sublessor ") , and the County of San Diego, a political
subdivision of the State of California ( "County "), entered into a
Sublease ( "Sublease ") , dated as of N- Cawmbe2 to , 1995 , of
certain premises (the "Premises ") as more particularly described in
Schedule 11111, attached hereto.
1. Grant. Sublessor grants to County a subleasehold estate
in the Premises in accordance with the terms, covenants and
conditions of the Sublease.
IA. This sublease will be subject to a ground lease for the
Premises between City of Poway and Poway Redevelopment Agency to be
executed for bond financing purposes.
2. Term. The term of the Sublease is three hundred sixty
(360) months, with a commencement date and a termination dated as
provided in the Sublease.
3. Filing. A copy of the Sublease is on file with County at
the address set forth above.
4. Summary. This Memorandum of Sublease does not include
all the terms, covenants and conditions of the Sublease. The
provisions of this Memorandum of Sublease shall not be used in
interpreting the terms, covenants and conditions of the Sublease
and shall not be deemed to modify or otherwise change any of the
terms, covenants or conditions of the Sublease. In the event of a
conflict between the Sublease and this Memorandum of Sublease, the
terms, covenants and conditions of the Sublease shall control.
CCSF: 85.11A, Rev. 12/95
50401214.exh H-1
,;u,
IN WITNESS WHEREOF, Sublessor and County have executed this
Memorandum of Sublease as of the 10 day of De.COrmi)P , 19c?(,-, .
"SUBLESSOR"
CITY OF POWAY
By:
Title: ty Clerk
COUNTY
The County of San Diego, a political
subdivision of the State of California
Clerk, Board of Supervisors
CCSF: 85.11A, Rev. 12/95
50401214.exh H-2
CALIFORNIA ALL•PURPO4,ii ACKNOWLEDGMENT ftl
State of li%ilia.,
County of Scats Di Q gCC
On lTaMLQQ&A ( I Q 9 7 before me, E ii iZ4 t= . L e ho�a t"' A.
;
Dale Name aM Tile W Officer (e.g.,'J ne Ooe, Nola ublic')
personally appeared illrt '� WG� \SFa v
Name(e) al Sgner(f)
❑ personally known to me - OR - P-t-p roved to me on the basis of satisfactory evidence to be the person(e)•.
whose name(e) is/ilsubscribed to the within instrument
and acknowledged to me that #le /sheRhey executed the
same in Sis/her/Nieifauthorized capacity(ies), and that by
4is/helsignature(s) on the instrument the person(s),
or the entity upon behalf of which the persol acted,
executed the instrument.
RIZABEM F. DEAN
Comnilmlon #10939$1
-� Notary Public- Cc>9}ornla WITNESS my hand and official seal.
San Diego County
My Comm. D Aires Apr 72000
1-
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signers) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
El
e
Individual
Corporate Officer
Title(s):
Partner — Limited ❑ General
Attorney -in -Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
RIGHT THUMBPRINT
OF SIGNER
Signer's Name:
❑ Individual
❑
C
Number of Pages:
Corporate Officer
Title(s):
Partner — ❑ Limited ❑ General
Attomey -in -Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
RIGHT THUMBPRINT
OF SIGNER
I w•••••• - -- Im•.•• —.. r , woo " ,a • amwge V.1K, UA 91" -7194 Piccl NC. 5907 Reortlec Cell Toll -Ree 1 800,876 6827
rn
1.
[Add appropriate notary form for Sublessor's type of entity]
CCSF: 85.11A, Rev. 12795
50401214.exh H-3
44.r
Schedule "1" to Exhibit "H"
Description of Property
Refer to Page H -5
CCSF: 85.11A, Rev. 12195
50401214.exh 1-1-4
PROJECT TITLE POWAY SHERIFF' )UBSTATI N
AUTHORIZED CYRIL FLAVIN APN 317 -472 -2 1 OR)
LOG NO. 8502 -09 W.O. NO. PM2400 W/P FILE 50300940.PET
Parcel No. 96- 0202 -A (10- 18 -96) (ENG:PET:dlg)
That portion of Parcel 1 of Parcel Map No. 9105 in the County of San Diego, State of California
according to Parcel Map thereof filed in the Office of the County Recorder of said County, more
particularly described as follows:
BEGINNING at the Southeast corner of said Parcel 1 of Parcel Map No. 9105, being also a point in
the Westerly right -of -way line of Bowron Road as said road is shown in said Parcel Map; thence
along the Easterly line of said Parcel 1, North 01 022'07" East, 198.01 feet; thence leaving said
Easterly line, North 89 008'30" West, 202.01 feet; thence North 01 022'07" East, 27.00 feet;
thence North 89 008'30" West, 170.01 feet; thence North 01 022'07" East, 23.00 feet; thence
North 89 008'30" West, 10.00 feet; thence South 43 044'55" West, 68.24 feet; thence North
89 008'30" West, 15.00 feet; thence South 01022'07" West, 198.01 feet to the Southerly line of
said Parcel 1; thence along said Southerly line, South 89 008'30" East, 443.02 feet to the POINT
OF BEGINNING.
EXHIBIT "J"
LEGAL DESCRIPTION
Legal Description of Assessor Parcel
No. 317- 474 -09 attached pages J -2 to J -4.
CCSP: 85.11A, Rev. 12/95
50401214.exh J-1
RECORDED REQUEST OF DEPARTMENT OF GEAy dl SERVICES
FOR THE BENEFIT OF THE COUNTY OF SAN DIEGO
WHEN RECORDED, PLEASE RETURN
THIS INSTRUMENT TO:
Marjorie K. Wahlston
Clerk
Poway Redevelopment Agency
13325 Civic Center Drive
Poway, CA 92064
NO TRANSFER TAX DUE
L6Y '
ABOVE FOR RECORDER'S USE ONLY
QUITCLAIM DEED
Assessor's Parcel Project:
POWAY SHERIFF STATION
No.: 317 - 474 -09 W. O. No.:
PM2400
Parcel No.:
79- 0913 -A2
Log No.:
9602 -09
For a valuable consideration, receipt of which is hereby acknowledged,
THE COUNTY OF SAN DIEGO, a political subdivision of the State of California
does hereby remise, release and forever quitclaim to
POWAY REDEVELOPMENT AGENCY, a municipal corporation
the following described Real Property in the County of San Diego, State of California:
Parcel No. 79- 0913 -A2 (10- 21 -96) (ENG:PET:dlg)
That portion of the Northeast Quarter of the Southwest Quarter of Section 13, Township 14 South,
Range 2 West, San Bernardino Base and Meridian in the County of San Diego, State of California as
shown on Record of Survey Map No. 3966 filed in the Office of the County Recorder of said County,
described in deed to the COUNTY OF SAN DIEGO recorded May 29, 1980 as File /Page No. 80- 172935
in said County Recorder's Office, more particularly described as follows:
COMMENCING at the Southeast corner of said Northeast Quarter of the Southwest Quarter; thence
along the Southerly line thereof North 89 009'25" West, a distance of 669.17 feet to the Westerly line
of the East Half of said Northeast Quarter of the Southwest Quarter; thence along said line North
01 °38'15" East, a distance of 683.94 feet to the Northerly right of way line of that 60.00 foot wide
street known as Remlap Way and the TRUE POINT OF BEGINNING; thence South 89 009'25" East,
along said Northerly right of way line a distance of 328.00 feet; thence leaving said line, South
01038'15" West, a distance of 290.00 feet; thence South 46 014'25" West, a distance of 71.20 feet;
thence North 89 009'25" West, a distance of 278.00 feet to said Westerly line of the East Half of said
Northeast Quarter; thence along said line North 01038'15" East, a distance of 340.00 feet to the TRUE
POINT OF BEGINNING.
EXCEPTING therefrom the Southerly 25.00 feet of the Westerly 155.00 feet thereof.
ALSO RESERVING THEREFROM an easement for public highway upon, under, over and across the
Northerly 60.00 feet thereof,
50300923 J -2 Rev. 3 /November 21, 1996
Dated this
STATE OF CALIFORNIA)
6V
COUNTY OF SAN DIEGO)
of
JOHN A. MILLER, Director (Acting)
Department bf General Services
79- 0913 -A2
19
On , before me, GREGORY J. SMITH, Recorder /County Clerk in and for said
County and State, personally appeared JOHN A. MILLER, Director (Acting), personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity (Pursuant to Ordinance No. 7206
adopted September 23, 1986), and that by his signature on the instrument the person or the entity upon behalf
of which the person acted, executed the instrument.
WITNESS my hand and official seal.
GREGORY J. SMITH, Recorder /County Clerk
Deputy
Name (typed or printed)
50300923 J -v Rev_3 /November 20. 1996
sw
Dated this
STATE OF CALIFORNIA)
SS
COUNTY OF SAN DIEGO)
79- 0913 -A2
day of , 19
COUNTY OF SAN DIEGO
On this day of in the year_, before me, GREGORY J.
SMITH, Recorder /County Clerk of the County of San Diego, personally appeared THOMAS J. PASTUSZKA, known
to me to be the Clerk of the Board of Supervisors of said County, and known to me to be the person who executed
the within instrument on behalf of said County, and acknowledged to me that such County executed the same.
WITNESS my hand and official seal.
GREGORY J. SMITH, Recorder /County Clerk
Deputy
Name (typed or printed)
50300923 J -4 Rev, 3 /November 20, 1996