HomeMy WebLinkAbout1996-366
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RESOLUTION NO. 96-366
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO, AUTHORIZING THE LEASE OF CITY HALL
FROM THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING
THE PREPARATION, EXECUTION AND DELIVERY OF THE FINAL
FORMS THEREOF
WHEREAS, the City of San Bernardino (the "City") is a
charter city organized and existing under the Constitution and
laws of the State of California; and
WHEREAS, the City and the Redevelopment Agency of the
City of San Bernardino (the "Agency") have heretofore entered
into a Joint Exercise of Powers Agreement establishing the San
Bernardino Joint Powers Financing Authority (the "Authority") for
18 the purpose, among other things, of issuing bonds to be used to
19 make loans to finance certain activities of the City and the
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Agency; and
WHEREAS, the City, the Agency and Bank of America
National Trust and Savings Association, as succeeded by First
Trust of California, National Association, entered into that
certain Trust Agreement dated as of March 1, 1992, which provided
for the sale and delivery of certain certificates of
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participation (the "Prior Certificates") which were secured by
lease payments to be made by the City; and
WHEREAS, the Authority desires to enter into a Site and
6 Facility Lease with the Agency to enable the Authority to
7 encumber the City Hall building and the attached parking
8 structure (the "Project") ; and
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WHEREAS, thereafter the Authority and the City propose
to enter into a lease agreement, a form of which is on file with
the City Clerk (the "Lease Agreement") pursuant to which the
Authority will lease the Project to the City; and
WHEREAS, the Authority shall agree to assign its right
to receive said lease payments to a trustee, under that certain
Indenture of Trust to be dated as of December 1, 1996 in order to
repay those certain not to exceed $17,000,000 San Bernardino
Powers Financing Authority Lease Revenue Refunding Bonds
Hall Project) Series 1996 (the "Bonds"); and
WHEREAS, Miller & Schroeder Financial,
Inc., as
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prospective underwriter of the Bonds (the "Underwriter") has
informed the Authority that it intends to submit an offer to
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purchase the Bonds and shall cause to be prepared a preliminary
Official Statement and an Official Statement relating to such
Bonds as may be necessary in the sale and marketing of the Bonds,
a form of which Preliminary Official Statement is presently on
file with the City Clerk (the "Preliminary Official Statement");
and
WHEREAS, the City has determined to approve the lease
under the Lease Agreement and has duly considered such
12 transaction and seeks at this time to approve said transaction
13 and documents in the public interests of the City.
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18 FOLLOWS:
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NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS
Section 1.
Determinations.
The City hereby finds
and determines that the
issuance
of the Bonds will result in
significant public benefits.
Section 2.
Approval
of
Final
of
Form
Lease
Agreement. The City hereby authorizes and approves the form of
Lease Agreement presently on file with the City Clerk together
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with any changes therein or additions thereto as may be approved
by the Mayor when such terms and conditions have been
ascertained. The City hereby further authorizes and directs that
the form of Lease Agreement presently on file with the City Clerk
be converted into the final form of Lease Agreement, together
with such changes or modifications as deemed necessary or
desirable by the Mayor upon the recommendation of Bond Counsel.
The Mayor or such other authorized officer of the City is hereby
authorized and directed to execute and deliver, and the City
Clerk is hereby authorized and directed to attest to, the final
form of the Lease Agreement when the same has been prepared and
such execution and delivery shall be deemed to be conclusive
evidence of the approval thereof. The City hereby authorizes the
delivery and performance of the Lease Agreement.
Section 3. Issuance of the Bonds: Approval of Form
of Indenture of Trust. The City hereby authorizes the issuance
of the Bonds under and pursuant to the Act, the Government Code
of the State of California and the Indenture of Trust (the
"Indenture") on file with the City Clerk, in the principal amount
not to exceed $17,000,000 and the preparation of certain
financing documents related thereto which are necessary to carry
out the issuance of the Bonds.
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Section 4.
Approval of Final Forms of Deed of
Trust. Assianment and Assumption Aareement and Continuina
Disclosure Agreement. The City hereby approves the forms of Deed
of Trust, Assignment and Assumption Agreement and Continuing
Disclosure Agreement presently on file with the City Clerk (the
"Continuing Disclosure Agreement") together with any changes
therein or additions thereto as may be approved by the Mayor when
such terms and conditions have been ascertained. The City hereby
further authorizes and directs that the forms of Deed of Trust,
Assignment and Assumption Agreement and Continuing Disclosure
Agreement presently on file with the City Clerk be converted into
the final forms thereof,
together with such changes or
modifications as deemed necessary or desirable by the Mayor upon
the recommendation of Bond Counsel.
The Mayor or such other
authorized officer of the City is hereby authorized and directed
to execute and deliver, and the City Clerk is hereby authorized
and directed to attest to, the final forms of the Assignment and
Assumption Agreement and Continuing Disclosure Agreement when the
same have been prepared and such execution and delivery shall be
deemed to be conclusive evidence of the approval thereof. The
City hereby authorizes the delivery and performance of the
Assignment and Assumption Agreement and Continuing Disclosure
Agreement.
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Section 5.
Official Action.
The Mayor, the City
Clerk, Bond Counsel and any and all other officers or agents of
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assignments, Bonds, requisitions, agreements, notices, consents,
instruments of conveyance, warrants and other documents, which
they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and sale of the Bonds as described
herein. Whenever in this Resolution any officer of the City is
authorized to execute or countersign any document or take any
action, such execution, countersigning or action may be taken on
behalf of such officer by any person designated by such officer
to act on his or her behalf in the case such officer shall be
absent or unavailable.
The City hereby appoints the Mayor as
agent of the City for purposes of executing any and all documents
and instruments which any officer of the City is authorized to
execute hereunder.
In order to provide sufficient funds to accomplish the
projects contemplated herein, it will be necessary for the City
to allocate $1,557,000 of its own funds for said projects. The
City hereby authorizes allocation of $1,557,000, which amount
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provided in the Indenture.
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shall be paid to the Trustee to be deposited in the bond funds as
The City hereby authorizes the Underwriter to invest
the balances in the Reserve Fund and the Bond Proceeds Fund each
6 of which
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shall be established by the Trustee under the Indenture.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
2 BERNARDINO, AUTHORIZING THE LEASE OF CITY HALL FROM THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AUTHORIZING
3 THE FORM OF CERTAIN LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THE PREPARATION, EXECUTION AND DELIVERY
4 OF THE FINAL FORMS THEREOF
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Section 8.
Effective Date.
This Resolution shall
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take effect from and after the date of its passage and adoption.
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8 I HEREBY CERTIFY that the foregoing Resolution was duly
9 adopted by the Mayor and Common Council of the City of
10 San Bernardino at a joint regular meeting
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thereof, held on the 2nd day of np,~pmhp.r
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1996, by the following vote, to wit:
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14 Council:
NEGRETE
15 CURLIN
ARIAS
16 OBERHELMAN
17 DEVLIN
ANDERSON
18 MILLER
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AYES
x
x
x
x
x
x
x
NAYS
ABSTAIN
ABSENT
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f({Lc:hx..ft 'fJ){J;l$
City Clerk
640an.c1AcL,- '-1Jvjl..~:nfL; &/J-/dt A
The foregoing resol~ion is hereby/~p~roved' this"~
pecember , 19 9 6 ....------;-- <..
/ fl?Z'L ,#-r\......
Mayor of the City of
San Bernardino
day of
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24 Approved as to form and
legal content:
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26 By: ~ ~ J
~,.~ity AU ey
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SBEO\0164\5
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RECORDING REQUESTED BY:
,
CITY OF SAN BEElNARDINO
AFTER RECORDATION RETURN TO:
SABa k GREEN,
A PlIOnsSICDL C01I1'OJIMIION
23801 CALABAsAS RoAD, SOUE 1015
CALABAsAS, CALll'OllNIA 91302
ItECEIVED..CI1'( CLER~
VI !fAR 25 AlI:2O
Space Above for Recorder's Use
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT
TO SECTION 11929 OF THE CALIFORNIA REVENUE ANP TAXATION COPE. THIS POCUMENT
IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA
GOVERNMENT COPE.
LEASE AGREEMENT
THIS DOCUMENT HAS BEEN RE-RECORDED
TO CORRECT CERTAIN TYPOGRAPHICAL ERRORS
96 366
LEASE AGREEMENT
Dated as of December 1, 1996
by and between the
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY, as Lessor
and
CITY OF SAN BERNARDINO, CALIFORNIA, as Lessee
$16,320,000
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS
(CITY HALL PROJECT)
SERIES 1996
96 3uG
ARTICLE I
DEFINITIONS
Section 1.1.
TABLE OF CONTENTS
Definitions . . . . . . . . . . . . . . . . 3
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1.
Section 2.2.
Representations, Covenants and Warranties of
the City . . . . . . . . . . . . . . . . . 4
Representations, Covenants and Warranties of
Authority. . . . . . . . . . . . . . . . . 4
ARTICLE III
DEPOSIT OF MONEYS; APPLICATION OF FUNDS
. Section 3.1.
Section 3.2.
Section 3.3.
Deposit of Moneys . . . . . .
Application of Funds . . . .
Payment of Costs of Issuance
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ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE
AGREEMENT; LEASE PAYMENTS
Section 4.1.
Section 4.2.
Section 4.3.
Section 4.4.
Section 4.5.
Section 4.6.
ARTICLE V
MAINTENANCE; TAXES;
AND OTHER MATTERS
Section 5.1.
Section 5.2.
Section 5.3.
Section 5.4.
Section 5.5.
Section 5.6.
Section 5.7.
Section 5.8.
section 5.9.
Section 5.10.
Lease . . . . . .
Term of Agreement
Lease Purchase
Lease Payments
Quiet Enjoyment
Additional Payments
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INSURfu~CE; USE LIMITATIONS;
Maintenance, Utilities, Taxes and
in Connection With City Hall
Modification of City Hall
Public Liability and City Hall
Damage Insurance . . . . . . .
Fire and Extended Coverage Insurance
Rental Interruption Insurance . .
Title Insurance . . . . . . . . . . .
Insurance Net Proceeds; Form of Policies
Advances ..... ....
Liens. .. ... ....
Private Activity Bond Limitation
Assessments
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Section 5.11.
Section 5.12.
Section 5.13.
Federal Guarantee Prohibition
Maintenance of Tax-Exemption
Parity Debt . . . . . . . . .
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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF
NET PROCEEDS
Section 6.1.
Section 6.2.
Section 6.3.
Damage or
Eminent Domain . . . . . .
Application of Net Proceeds
Abatement of Lease Payments
Destruction . . . . . . . .
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in the Event of
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ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS;
INDEMNI FICATION
Section
. Section
Section
7.l.
7.2.
7.3.
Disclaimer of Warranties
Access to the Project . .
Release and Indemnification
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Covenants
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1.
Section 8.2.
Section 8.3.
Assignment by the Authority. . . . .
Assignment and Subleasing by the City
Amendment of this Lease Agreement . .
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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.l.
Section 9.2.
Section 9.3.
Section 9.4.
Section 9.5.
Section 9.6.
Section 9.7.
Events of Default Defined 23
Remedies on Default . . . 23
No Remedy Exclusive . . . 25
Agreement to Pay Attorneys' Fees and
Expenses . . . . . . . 26
No Additional Waiver Implied by One
Waiver . . . . . . . . . . . . 26
Application of Proceeds . . . . . . 26
Trustee and Bond Owners to Exercise
Rights . . . . . . . . . . . . 26
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
Section 10.1.
Section 10.2.
Security Deposit
Prepayment Option
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Section 10.3. Mandatory Prepayment From Net
Proceeds of Insurance, Title
Insurance or Eminent Domain .
Section 10.4. Credit for Amounts on Deposit
ARTICLE XI
MISCELLANEOUS
Section 11.1.
Section 11.2.
Section 11.3.
Section 11.4.
Section 11.5.
Section 11.6.
Section 11.7.
Section 11.8.
Section 11.9.
. Section 11.10.
Section 11.11.
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "c"
EXHIBIT "D"
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Notices . . . .
Binding Effect
Severability
Net-net-net Lease
Further Assurances and Corrective
Instruments . . . . . . .
Execution in Counterparts . . . .
Applicable Law . . . . . . . . .
Authority and City Representatives
Captions . . . . . .
Continuing Disclosure
Amendments . . . . .
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DESCRIPTION OF PROJECT
DESCRIPTION OF CITY HALL
DESCRIPTION OF PARKING STRUCTURE
LEASE PAYMENT SCHEDULE
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SBEO\0164\DOC\2.3
12\17\96 930 law
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease Agreement"), dated as of
December 1, 1996, is by and between the SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY, a public body corporate and politic existing
under the laws of the State of California, as lessor (the
"Authority"), and the CITY OF SAN BERNARDINO, a municipal
corporation and charter city duly organized and existing under the
laws of the State of California, as lessee (the "City");
WIT N E SSE T H:
WHEREAS, the Authority is a joint powers authority duly
organized and existing under and pursuant to that certain Joint
Exercise of Powers Agreement dated August 21, 1989, by and between
the City of San Bernardino (the "City") and the Redevelopment
Agency of the City of San Bernardino (the "Agency") and under the
provisions of Articles 1 through 4 (commencing with Section 6500)
of Chapter 5, Division 7, Title 1 of the Government Code of the
State of California (the "Act") and is authorized pursuant to
Article 4 of the Act to issue its bonds for the purpose, among
others, of making loans to its members for the purpose of financing
or refinancing of certain authorized public obligations; and
WHEREAS, the Ci ty, the Agency and Bank of America
National Trust and Savings Association, as succeeded by First Trust
of California, National Association, entered into that certain
Trust Agreement dated as of March 1, 1992, which provided for the
sale and delivery of certain certificates of participation (the
"Prior Certificates") which were secured by lease payments to be
made by the City; and
WHEREAS, the City has requested that the Authority and
the Agency assist the City in refunding the Prior Certificates and
the Authority and Agency have agreed to assist the City in that
regard; and
WHEREAS, the Authority has determined to issue its Lease
Revenue Refunding Bonds (City Hall Project) Series 1996, in the
principal amount of $16,320,000 (the "Bonds") pursuant to and
secured by the Trust Indenture between the Authority and First
Trust of California, National Association, as trustee (the
"Trustee") and loan the proceeds thereof to the City; and
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WHEREAS, the Agency is the fee owner of the Facility and
Improvements (as those terms are defined in Section 1.01 of the
Indenture, collectively the "Project") and has proposed to lease
the Project to the Authority pursuant to that certain Site and
Facility Lease Purchase Agreement dated as of December 1, 1996,
between the Agency and the Authority (the "Site and Facility
Lease"); and
WHEREAS, the Authority and the City propose to enter into
this Lease Agreement pursuant to which the Authority shall lease
the Project to the City and shall assign its right to receive lease
payments hereunder (the "Lease Payments"), its right to enforce
payment of the Lease Payments and otherwise to enforce its interest
and rights hereunder in the event of a default by the City, to the
Trustee pursuant to the Trust Indenture to provide for the
repayment of the Bonds; and
WHEREAS, the proceeds of the Bonds will be applied to
ref~d the Prior Certificates, rehabilitate certain portions of the
Project, fund certain capital projects, fund a reserve fund and pay
costs of issuance of the Bonds,
NOW THEREFORE, for and in consideration of the premises
and material covenants hereinafter contained, the parties hereto
formally agree and bind themselves, as follows:
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ARTICLE I
DEFINITIONS
Section 1.1. Definitions. The terms defined in this
Lease Agreement shall, for all purposes of this Lease Agreement,
have the meanings ascribed to them in Section 1.01 of the Trust
Indenture or as provided in this Section 1.1, unless the context
clearly requires some other meaning.
"City Representative" means the Mayor, the Vice Mayor,
the City Administrator, the Assistant City Administrator or any
other person authorized by resolution of the City Council of the
City to act on behalf of the City under or with respect to this
Lease Agreement or the Agency Agreement.
"Event of Default" means an event of default as defined
in Section 9.1 hereof.
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ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1.
of the citv. The City
Authority as follows:
Reoresentations. Covenants and Warranties
represents, covenants and warrants to the
(a) Due Oraanization and Existence. The City is a
municipal corporation and charter city, duly organized and existing
under the laws of the State.
(b) Authorization. The laws of the State authorize the
City to enter into the Site and Facility Lease, the Agency
Agreement and this Lease Agreement, and to enter into the
transactions contemplated by and to carry out its obligations under
all of the aforesaid agreements, the City has duly authorized and
executed all of the aforesaid agreements and such agreements
constitute the legal, valid and binding agreements of the City,
enforceable against the City in accordance with their respective
terms.
(cl No Violations. Neither the execution and delivery
of the Site and Facility Lease or this Lease Agreement, 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, agreement or
instrument to which the City is now a party or by which the City is
bound, constitutes a default under any of the foregoing, or results
in the creation or imposition of any lien, charge or encumbrances
whatsoever upon any assets of the City, or upon the Project, except
Permitted Encumbrances.
(d) Execution and Deliverv.
authorized and executed this Lease Agreement
laws of the State.
The City has duly
in accordance with the
(el
Site, Facility
the City.
Essentialitv of Lease. The City certifies that the
and Improvements are essential to the operations of
Section 2.2. Reoresentations. Covenants and Warranties
of Authoritv. The Authority represents, covenants and warrants to
the City as follows:
(a) Due Oraanization and Existence. The Authority is a
joint powers authority, duly organized and existing under and by
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virtue of the laws of the State; has power to enter into the Site
and Facility Lease, the Agency Agreement, this Lease Agreement and
the Trust Indenture; is possessed of full power to own and hold,
improve and equip real and personal property and to lease and sell
the same; has duly authorized the execution and delivery of all of
the aforesaid agreements and such agreements constitute the legal,
valid and binding agreements of the Authority, enforceable against
the Authority in accordance with their respective terms.
(b) No Encumbrances. The Authority will not pledge the
Lease Payments or other amounts derived from the Project and from
its other rights under this Lease Agreement and will not mortgage
or encumber the Project, except as provided under the terms of this
Lease Agreement and the Trust Indenture.
(c) No Violations. Neither the execution and delivery
of the Site and Facility Lease, this Lease Agreement or the Trust
Indenture, 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 Authority
is now a party or by which the Authority is bound, constitutes a
default under any of the foregoing, or results in the creation or
imposition of a~y lien, charge or encumbrance whatsoever upon any
assets of the Authority, or upon the Project, except Permitted
Encumbrances.
(d) No Assianments. Except as provided herein and in
the Trust Indenture, the Authority will not assign this Lease
Agreement, its right to receive Lease Payments from the City or its
duties and obligations hereunder to any other person, firm or
corporation so as to impair or violate the representations,
covenants and warranties contained in this Section 2.2.
(e) Title to Site and the Facilitv; Riaht of Entrv. The
Authority warrants that it has, pursuant to the Site and Facility
Lease, acquired, and is owner of, leasehold title to the Project.
(f) Execution and Deliverv. The Authority has duly
authorized and executed this Lease Agreement in accordance with the
laws of the State.
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ARTICLE III
DEPOSIT OF MONEYS; APPLICATION OF FUNDS
Section 3.1. Deoosit of Monevs. On the Closing Date,
the Authority shall cause to be deposited with the Trustee the
proceeds of sale of the Bonds. Pursuant to Section 2.07 of the
Trust Indenture, an amount equal to the Reserve Requirement shall
be deposited in the Reserve Fund and amounts estimated to be
required to pay Costs of Issuance shall be deposited in the Costs
of Issuance Fund and the remaining balance of said amount shall be
deposited in the Capital Improvement Fund.
Section 3.2. Aoolication of nlnds. A portion of the
amounts held in the Capital Improvement Fund shall be disbursed as
provided in Section 3.01 of the Trust Indenture to pay, on the
first available call date, the Prior Certificates in full. The
remaining amounts held in the Capital Improvement Fund shall be
disbursed to the City upon submission of a Requisition to the
Trustee to be applied to the rehabilitation and improvement of the
Project and other capital expenditures~
Section 3.3. Payment of Costs of Issuanc~. Payment of
Costs of Issuance shall be made from the moneys deposited in the
Costs of Issuance Fund, which moneys shall be disbursed for such
purpose in accordance and upon compliance with Section 3.03 of the
Trust Indenture.
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ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE
AGREEMENT; LEASE PAYMENTS
Section 4.1. Lease. The Authority hereby leases the
Project to the city, and the City hereby leases the Project from
the Authority, upon the terms and conditions set forth in this
Lease Agreement.
Section 4.2. Term of Aareement. The term of the Lease
Agreement shall commence on the date hereof, and shall end on
January 1, 2023, unless such term is extended as hereinafter
provided. If, on January 1, 2023, the Trust Indenture shall not be
discharged by its terms or if the Lease Payments payable hereunder
shall have been abated at any time and for any reason, then the
term of the Lease Agreement shall be extended until there has been
deposited with the Trustee an amount sufficient to pay all
obligations due under the Lease Agreement. If, prior to January 1,
2023, the Trust Indenture shall be discharged by its terms, at that
time the term of this Lease Agreement shall end.
Section 4.3. Lease Purchase. Upon the discharge of
the Indenture by its terms, title to the Project shall vest in the
City on the date of said discharge automatically and without
further action by the City or the Authority. The Authority will
execute or cause to be executed any and all documents as may be
necessary to confirm title to the Proj ect. In addition, the
Authority hereby appoints the City as its agent to prepare, execute
and file or record, in appropriate offices, such documents as may
be necessary to place record title to the proj ect in the City.
However, on January 2, 2007, provided the City is not in default of
any of its obligations under the Indenture or this Lease, and
provided the value of the property securing the Bonds, as obtained
by an appraisal report conducted at the time, is at least equal to
the amount of Bonds Outstanding, the Parking Structure shall be
released from this Lease and will no longer be subj ect to a
purchase by the Authority or be security for the Bonds.
Section 4.4.
Lease Pavments.
(a) Obliaation to Pav. Subject to the provisions
of Articles VI and X hereof, the City agrees to pay to the
Authority, its successors and assigns, as rental for the use and
occupancy of the Proj ect during each Rental Period, the Lease
Payments (denominated into components of principal and interest) in
the respective amounts specified in Exhibit "D" hereto, to be due
and payable on the respective Lease Payment Dates specified in
Exhibi t "D" hereto. Any amount held in the Special Fund on any
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Lease Payment Date (other than amounts resulting from the
prepayment of the Lease Payments in part but not in whole pursuant
to Article X hereof and other than amounts required for payment of
Bonds not yet surrendered) shall be credited towards the Lease
Payment then due and payable; and no Lease Payment need be made on
any Lease Payment Date if the amounts then held in the Special Fund
are at least equal to the Lease Payment then required to be paid.
The Lease Payments for the Project payable in any Rental Period
shall be for the use of the Project for such Rental Period.
(b) Effect of PreDayment. In the event that the
Ci ty prepays all remaining Lease Payments in full pursuant to
Article X hereof, the City's obligations under this Lease Agreement
shall thereupon cease and terminate including, but not limited to,
the City's obligation to pay Lease Payments under this Section 4.4;
subject however, to the provisions of Section 10.1 hereof in the
case of prepayment by application of a security deposit. In the
event that the City optionally prepays the Lease Payments in part
but not in whole pursuant to Section 10.2 hereof or pursuant to
Section 10.3 hereof as a result of any insurance or condemnation
award with respect to any portion of the Project, such prepayment
shall be credited entirely towards the prepayment of the Lease
Payments as follows: (i) the principal components of each remaining
such Lease Payments shall be reduced in such order of payment date
as shall be designated by the City to the Trustee, and if the city
shall fail to so designate, pro rata among such payment dates, in
integral multiples of $5,000; and (ii) the interest component of
each remaining such Lease Payments shall be reduced by the
aggregate corresponding amount of interest which would otherwise be
payable with respect to the Bonds thereby redeemed pursuant to
Sections 4.01 (a) or (b), as the case may be, of the Trust
Indenture.
(c) Rate on Overdue Pavments. In the event the
Ci ty should fail to make any of the payments required in this
Section 4.4, the payment 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 int~rest thereon, to the
extent permitted by law, from the date of corresponding default to
the date of payment at the rate of twelve percent (12%) per annum.
Such interest, if received, shall be deposited in the Special Fund.
(d) Fair Rental Value. The Lease Payments for the
Project for each Rental Period shall constitute the total rental
for the Project for each such Rental Period and shall be paid by
the City in each Rental Period for and in consideration of the
right of the use and occupancy, and the continued quiet use and
enjoyment, of the Project during each Rental Period. The parties
hereto have agreed and determined that the total Lease Payments for
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the Project do not exceed the fair rental value of the Project. In
making such determination, consideration has been given to the
obligations of the parties under this Lease Agreement, the uses and
purposes which may be served by the Project, the total amounts
which have been expended on the Project, the value of the Site and
the benefits therefrom which will accrue to the City and the
general public.
(e) Source of Pavments: Budcret and Aoorooriation.
Lease Payments shall be payable from any source of available funds
of the City, subject to the provisions of Articles VI and X hereof.
The City covenants to take such action as may be
necessary to include all Lease Payments due hereunder in each of
its budgets during the term of the Lease Agreement and to make the
necessary annual appropriations for all such Lease Payments. The
covenants on the part of the City herein contained shall be deemed
to be and shall be construed to be duties imposed by law and it
shall be the 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 Agreement agreed to be carried out and performed by the City.
(f) lI.ssianment. The City understands and agrees
that all Lease Payments have been assigned by the Au~hority to the
Trustee in trust, pursuant to the Trust Indenture, for the benefit
of the Owners of the Bonds, and the City hereby assents to such
assignment. The Authority hereby directs the City, and the City
hereby agrees to pay to the Trustee at the Trust Office, all
payments payable by the City pursuant to this Sec~ion 4.4 and all
amounts payable by the City pursuant to Article X hereof.
Section 4.5. Ouiet Enlovment. During the term of the
Lease Agreement, the Authority 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'H trouble or hindrance from the Authority, except as
expressly set forth in this Lease Agreement. The Authority will,
at the request of the City and at the City's cost, join in any
legal action in which the City asserts its right to such possession
and enjoyment to the extent the Authority may lawfully do so.
Notwithstanding the foregoing, the Authority shall have the right
to inspect the Project as provided in Section 7.2 hereof.
Section 4.6.
Lease Payments, the City
incurred by the Ci ty
provisions of the Trust
Additional Pavments. In addition to the
shall pay when due all costs and expenses
and the Authority to comply with the
Indenture, or otherwise arising from the
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leasing of the Project, including without limitation all Costs of
Issuance (to the extent not paid from amounts on deposit in the
Costs of Issuance Fund), compensation and indemnification due to
the Trustee and all costs and expenses of auditors, engineers,
attorneys and accountants.
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ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS;
AND OTHER MATTERS
Section 5.1. Maintenance. Utilities. Taxes and
Assessments in Connection With City Hall. Throughout the term of
the Lease Agreement, as part of the consideration for the rental of
the City Hall, all improvement, repair and maintenance of the City
Hall shall be the responsibility of the City and the City shall
pay, or otherwise arrange for the payment of, all utility services
supplied to the City Hall which may include, without limitation,
janitor service, security, power, gas, telephone, light, heating,
water and all other utility services, and shall pay for or
otherwise arrange for the payment of the cost of the repair and
replacement of the City Hall resulting from ordinary wear and tear
or want of care on the part of the City or any assignee or
sublessee thereof. In exchange for the Lease Payments herein
provided, the Authority agrees to provide only the City Hall, as
hereinbefore more specifically set forth. The City waives the
benefits of subsections 1 and 2 of Section 1932 of the California
Civil Code, but such waiver shall not limit any of the rights of
the City under the terms of this Lease Agreement
The City shall also payor cause to be paid all taxes and
assessments of any type or nature, if any, charged to the Authority
or the City affecting the City Hall or the respective interests or
estates therein; provided that with respect to special assessments
or other governmental charges that may lawfully be paid in
installments over a period of years, the City shall be obligated to
pay only such installments as are required to be paid during the
term of the Lease Agreement as and when the same become due.
The City may, at the City's 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 unless
the Authority shall notify the City that, in the opinion of
Independent Counsel, by nonpayment of any such items, the interest
of the Authority in the City Hall will be materially endangered or
the Ci ty Hall or any part thereof will be subj ect to loss or
forfeiture, in which event the City shall promptly pay such taxes,
assessments or charges or provide the Authority with full security
against any loss which may result from nonpayment, in form
satisfactory to the Authority and the Trustee.
Section 5.2. Modification of Citv Hall. The City
shall, at its own expense, have the right to remodel the City Hall
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or to make additions, modifications and improvements to the city
Hall. All additions, modifications and improvements to the City
Hall, but not any additional buildings or improvements, shall
thereafter comprise part of the City Hall and be subject to the
provisions of this Lease Agreement. Such additions, modifications
and improvements shall not in any way damage the City Hall,
substantially alter its nature, cause the interest component of
Lease Payments to be subject to Federal income taxes or cause the
City Hall to be used for purposes other than those authorized under
the provisions of State and Federal law; and the City Hall, upon
completion of any additions, modifications and improvements made
thereto pursuant to this Section 5.2, shall be of a value which is
not substantially less than the value of the City Hall immediately
prior to the making of such additions, modifications and
improvements. The City will not permit any mechanic's or other lien
to be established or remain against the City Hall for labor or
materials furnished in connection with any remodeling, additions,
modifications, improvements, repairs, renewals or replacements made
by the City pursuant to this Section 5.2; provided that if any such
lien is established and the City shall first notify the Authority
of the City's intention to do so, the City may in good faith
contest any lien filed 0= established against the City Hall, 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 Authority with full security
against any loss or forfeiture which might arise from the
nonpayment of any such item, in form satisfactory to the Authority.
The Authority will cooperate fully in any such contest, upon the
request and at the expense of the City.
Section 5.3. Public Liability and Citv Hall Damaae
Insurance. The City shall maintain or cause to be maintained,
throughout the term of the Lease Agreement, insurance policies,
including a standard comprehensive general insurance policy or
policies in protection of the City, the Authority and the Trustee,
including their respective members, officers, agents and employees.
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 operation of the City Hall. Said policy or
policies shall provide coverage in the minimum liability limits of
$1,000,000 for personal injury or death of each person 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 $100,000
(subject to a deductible clause of not to exceed $5,000) for damage
to property resulting from each accident or event. Such public
liability and property damage insurance may, however, be in the
form of a single limit policy in the amount of $3,000,000 covering
all such risks. Such liability insurance may be maintained as part
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of or in conjunction with any other liability insurance coverage
carried by the City, and may be maintained in the form of insurance
maintained through a joint exercise of powers authority created for
such purpose or in the form of self-insurance by the City_ The Net
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 5.4. Fire and Extended Coveraae Insurance. The
Ci ty shall procure and maintain, or cause to be procured and
maintained, throughout the term of the Lease Agreement, insurance
against loss or damage to any structures constituting part of the
City Hall by fire and lightning, with extended coverage and
vandalism and malicious mischief insurance. Said extended coverage
insurance shall, as nearly as practicable, cover loss or damage by
explosion, windstorm, riot, aircraft, vehicle damage, smoke and
such other hazards as are normally covered by such insurance. Such
insurance shall be in an amount equal to the greater of (a) one
hundred percent (100%) of the replacement cost of the City Hall, or
(b) the aggregate principal amount of the Outstanding Bonds. Such
insurance may be subject to deductible clauses of not to exceed
$100,000 for anyone loss. Such insurance may be maintained as
part of or in conjunction with any other fire and extended coverage
insurance carried by the City and may be maintained in whole or in
part in the form of insurance maintained through a joint exercise
of powers authority created for such purpose or in the form of
self-insurance by the City. The Net Proceeds of such insurance
shall be applied as provided in Section 6.2(a) hereof.
The City agrees to procure and maintain, or cause to be
procured and maintained, throughout the term of the Lease
Agreement, insurance against earthquake loss or damage to the City
Hall in such amounts as an independent insurance consultant shall
annually determine is necessary to protect the City for such rise.
Such insurance may be subject to a deductible clause of not to
exceed ten percent (10%) for anyone loss. Such insurance may be
maintained as part of or in conjunction with any other insurance
coverage carried by the City. If the City cannot purchase such
insurance on the open market from reputable insurers at reasonable
cost, the City agrees to self-insure for such coverage. The Net
Proceeds of such insurance shall be applied as provided in Sections
5.7 and 6.2(a) hereof.
Section 5.5. Rental Interruption Insurance. The City
shall procure and maintain through the term of the Lease Agreement,
rental interruption or use and occupancy insurance, if commercially
available, to cover loss, total or partial, of the use of any part
of the City Hall during the term of the Lease Agreement as a result
of any of the hazards covered in the insurance required by
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S~ction 5.4 hereof, in an amount at least equal to two times the
Reserve Requirement. The Net Proceeds of such insurance shall be
paid to the Trustee and deposited in the Special Fund, and shall be
credited towards the payment of the Lease Payments in the order in
which such Lease Payments would otherwise become due and be
payable. No self insurance shall be permitted with respect to this
section.
Section 5.6. Title Insurance. The city shall provide,
at its own expense, on the Closing Date, a CLTA title insurance
policy in the amount of not less than the aggregate principal
amount of the Bonds, insuring the City's leasehold estate in the
City Hall, subject only to Permitted Encumbrances. The Net Proceeds
of such insurance shall be applied as provided in
section 6.2(c) hereof. No self insurance is permitted under this
section.
Section 5.7. Insurance Net Proceeds: Form of Policies.
Each. policy of insurance required by Sections 5.4, 5.5 and 5.6
hereof shall provide that all proceeds thereunder shall be payable
to the Trustee as and to the extent required hereunder. The City
shall payor cause to be paid when due the premiums for all
insurance policies required by this Lease Agreement. The Trustee
shall not be responsible for the sufficiency of any insurance
herein required, including any forms of self-insurance and shall be
fully protected in accepting payment on account of such insurance
or any adjustment, compromise or settlement of any loss. The City
shall cause to be delivered annually on or before each June 1 to
the Trustee and the Bond Insurer a certification that all
requirements of this Lease Agreement with respect to insurance have
been met. The City shall have the adequacy of any insurance
reserves maintained by the City or by a joint exercise of powers
authority, if applicable, for purposes of the insurance required by
Section 5.3, 5.4 and 5.5 hereof reviewed at least annually, on or
before each July 1, by an independent insurance consultant and
shall maintain reserves in accordance with the recommendations of
such consultant to the extent moneys are available for such purpose
and not otherwise appropriated. All insurance pOlicies required
hereunder must be provided by a commercial insurer rated A by Best
or in the two highest rating categories by S&P and Moody's. All
policies shall name the Trustee as additional insured and loss
payee.
Section 5.8. Advances. If the City shall fail to
perform any of its obligations under this Article V, the Authority
may, but shall not be obligated to, take such action as may be
necessary to cure such failure, including the advancement of money,
and the City shall be obligated to repay all such advances as soon
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as possible, with interest at the rate of twelve percent (12%) per
annum from the date of the advance to the date of repayment.
Section 5.9. Lien~. The City shall not, directly or
indirectly, create, incur, assume or suffer to exist any mortgage,
pledge, lien, charge, encumbrance or claim on or with respect to
the City Hall, other than the respective rights of the Authority
and the City as provided herein and Permitted Encumbrances. Except
as expressly provided in this Article V, the City shall promptly,
at its own expense, take such action as may be necessary to duly
discharge or remove any such mortgage, pledge, lien, charge,
encumbrance or claim, for which it is responsible, if the same
shall arise at any time. The City shall reimburse the Authority for
any expense incurred by it in order to discharge or remove any such
mortgage, pledge, lien, charge, encumbrance or claim.
Section 5.10. Private Activitv Bond Limitation. The
City shall assure that proceeds of the Bonds are not so used as to
cause the Bonds or the Lease Agreement to satisfy the private
business tests of Section 141(b) of the Code or the private loan
financing test of Section 141(c) of the Code.
Section 5.11. Federal Guarantee Prohibition. The City
shall not take any action or permit or suffer any action to be
taken if the result of the same would be to cause any of the Bonds
or the Lease Agreement to be "federally guaranteed" within the
meaning of Section 149(b) of the Code.
Section 5.12. Maintenance of Tax-ExemDtion. The City
shall take all actions necessary to assure the exclusion of
interest with respect to the Bonds from the gross income of the
Owners of the Bonds to the same extent as such interest is
permitted to be excluded from gross income under the Code as in
effect on the Closing Date.
Section 5.13. parit-v Debt. No parity debt shall be
permitted without the consent of the Bond Insurer, except the Bonds
may be refunded without Bond Insurer consent.
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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF
NET PROCEEDS
Section 6.1. Eminent Domain. If all of the Project
shall be taken permanently under the power of eminent domain or
sold to a government threatening to exercise the power of eminent
domain, the term of this Lease Agreement shall cease as of the day
possession shall be so taken. If less than all of the Project shall
be taken permanently, or if all of the Project or any part thereof
shall be taken temporarily under the power of eminent domain,
(1) this Lease Agreement shall continue in full force and effect
and shall not be terminated by virtue of such taking and the
parties waive the benefit of any law to the contrary, and (2) there
shall be a partial abatement of Lease Payments as a result of the
application of the Net Proceeds of any eminent domain award to the
prepayment of the Lease Payments hereunder, in an amount to be
agreed upon by the City and the Authority such that the resulting
Lease Payments represent fair consideration for the use and
occupancy of the remaining usable portion of the Project.
Section 6.2.
AODlication of Net Proceeds.
(a) Insurance Award. The Net Proceeds 0 f any
insurance award resulting from any damage to or des~ruction or any
portion of the Project by fire or other casualty shall be paid by
the City to the Trustee, as assignee of the Authority under the
Trust Indenture, deposited in the Insurance and Condemnation Fund
by the Trustee and applied as set forth in Section 7.01 0: the
Trust Indenture.
(b) Eminent Domain Award. The Net Proceeds or any
eminent domain award resulting from any event described in
Section 6.1 hereof shall be paid by the City to the Trustee, as
assignee of the Authority, deposited in the Insurance and
Condemnation Fund and applied as set forth in Section 7.01 or the
Trust Indenture.
(c) Title Insurnnce. The Net Proceeds or any title
insurance award shall be paid to the Trustee, as assignee of the
Authority under the Trust Indenture, deposited in the Insurance and
Condemnation Fund and applied as set rorth in Section 7.02 of the
Trust Indenture.
Section 6.3. Abatement or Lease Payments in the Event
or Dnmaae or Destrnction. Lease Payments shall be abated during
any period in which, by reason or damage or destruction, there is
substantial interrerence with the use and occupancy by the City or
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the Project or any portion thereof (other than any portions of the
Project described in Section 5.2 hereof) to the extent to be agreed
upon by the city and the Authority. The parties agree that the
amounts of the Lease Payments under such circumstances shall not be
less than the amounts of the unpaid Lease Payments as are then set
forth in Exhibit UD", unless such unpaid amounts are determined to
be greater than the fair rental value of the portions of the
Property not damaged or destroyed (giving due consideration to the
factors identified in the last sentence of Section 4.4(d)), based
upon the opinion of an MAl appraiser with expertise in valuing such
properties or other appropriate method of valuation, in which event
the Lease Payments shall be abated such that they represent said
fair rental value. Such abatement shall continue for the period
commencing with such damage or destruction and ending with the
substantial completion of the work of repair or reconstruction. In
the event of any such damage or destruction, this Lease Agreement
shall continue in full force and effect and the city waives any
rigl!.t to terminate this Lease Agreement by virtue of any such
damage and destruction. Notwithstanding the foregoing, there shall
be no abatement of Lease Payments under this Section 6.3 to the
extent that (a) the proceeds of rental interruption insurance or
(b) amounts in the Reserve Fund and/or the Insurance and
Condemnation Fund and/or the Special Fund are available to pay
Lease Payments which would otherwise be abated under this
Section 6.3, it being hereby declared that such proceeds and
amounts constitute special funds for the payment of the Lease
Payments.
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ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS;
INDEMNIFICATION
Section 7.1. Disclaimer of Warranties. THE AUTHORITY
MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS
TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR AS TO THE
FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE
CONTEMPLATED BY THE CITY OF THE PROJECT OR ANY OTHER REPRESENTATION
OR WARRANTY WITH RESPECT TO THE PROJECT. IN NO EVENT SHALL THE
AUTHORITY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SITE
AND FACILITY LEASE, THE AGENCY AGREEMENT, THIS LEASE AGREEMENT OR
THE Trust Indenture FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR
THE CITY'S USE OF THE PROJECT.
Section 7.2. Access to the Pro; ect. The City agrees
that the Authority and any Authority Representative, and the
Authority's successors or assigns, shall have the right at all
reasonable times to enter upon and to examine and inspect the
Project. The City further agrees that the Authority, any Authority
Representative, and the Authority's successors or assigns shall
have 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 7.3. Release and Indemnification Covenants.
The City shall and hereby agrees to indemnify arId save the
Authority and its officers, agents, successors and assigns harmless
from and against all claims, losses and damages, including legal
fees and expenses, arising out of (i) the use, maintenance,
condition or management of, or from any work or thing done on the
Project by the City, (ii) any breach or default on the part of the
City in the performance of any of its obligations under this Lease
Agreement, (iii) any act or omission of the City or of any of its
agents, contractors, servants, employees or licensees with respect
to the Project, (iv) any act or omission of any sublessee of the
City with respect to the Project, or (v) the payment of Delivery
Costs. No indemnification is made under this Section 7.3 or
elsewhere in this Lease Agreement for willful misconduct,
negligence or breach of duty under this Lease Agreement by the
Authority, its officers, agents, employees, successors or assigns.
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ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Authori tv. The
Authority's rights under this Lease Agreement, including the right
to receive and enforce payment of the Lease Payments to be made by
the City under this Lease Agreement, have been assigned to the
Trustee pursuant to the Trust Indenture.
Section 8.2. Assianment and Subleasina bv the City.
This Lease Agreement may not be assigned by the City. The City may
sublease the Project or any portion thereof, but only with the
written consent of the Authority and the Bond Insurer, and subject
to all of the following conditions:
(i) This Lease Agreement
Ci ty to make Lease Payments
obligations of the City;
and the obligation of the
hereunder shall remain
(ii) The City shall, within (30) days after the
delivery thereof, furnish or cause to be furnished to the
Authority and the Trustee a true and complete copy of
such sublease;
(iii) No such sublease shall cause the Project to be
used for a purpose other than as may be authorized under
the provisions of the Constitution and laws of the State;
and
(iv) The City shall furnish the Authority and the
Trustee with a written opinion of nationally-recognized
bond counsel, which shall be an Independent Counsel,
stating that such sublease does not cause the interest
components of the Lease Payments to become subject to
federal income taxes or State personal income taxes.
Section 8.3.
Amendment of this Lease Aareement.
(a) Substitution of Site or Facilitv. Upon approval
of the Bond Insurer with notification to standard & Poor's, the
City shall have, and is hereby granted, the option at any time and
from time to time during the term of the Lease Agreement to
substitute other land (a "Substitute Site and Facility") for the
Site and Facility (the "Former Site"), or a portion thereof,
provided that the City shall satisfy all of the following
requirements which are hereby declared to be conditions precedent
to such substitution:
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(i) The City shall file or cause to be filed with
the Authority and the Trustee an amended Exhibits "A",
"B" and "C", as necessary, to the Site and Facility Lease
which adds thereto a description of such Substitute Site
and Facility and deletes therefrom the description of the
Former Site and Facility;
(ii) The City shall file with the Authority and the
Trustee an amended Exhibits "A", "B" and "C", as
necessary, to this Lease Agreement which adds thereto a
description of such Substitute Site and Facility and
deletes therefrom the description of the Former Site and
Facility;
(iE) The City shall certify in writing to the
Authority and the Trustee that such Substitute Site and
Facility serve the purposes of the City, constitutes
property that is unencumbered, subject to Permitted
Encumbrances, and constitutes property which the City is
permitted to lease under the laws of the State;
(i v) The City delivers to the Trustee and the
Authority an MAl fair market appraisal which evidences
that the Substitute Site and/or Substitute Facility are
of equal or greater market and fair r~ntal value than the
Former Site and Former Facility;
(v) The Substitute Site and/or Substitute Facility
shall not cause the City to violate any of its covenants,
representations and warranties made herein and in the
Trust Indenture;
(vi) The City shall obtain an amendment to the title
insurance policy required pursuant to Section 5.6 hereof
which adds thereto a description of the Substitute Site
and/or Facility and deletes therefrom the description of
the Former Site and/or Facility; and
(vii) The City shall certify that the Substitute
Site and/or the Substitute Facility is of the same or
greater essentiality to the City as was the Former Site
and/or the Former Facility.
(viii) The City shall certify that the useful
life of the Substituted Site and/or Substituted Facility
meets or exceeds the remaining term of the Bonds.
(ix) The City shall deliver to the Trustee and the
Authority an opinion of Bond Counsel to the effect that
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said substitution does not affect the status of the Bonds
for Federal income tax purposes.
(b) Release of Site and Facilitv. Upon approval of
the Bond Insurer, with notification to Standard & Poor's, the City
shall have, and is hereby granted, the option at any time and from
time to time during the term of the Lease Agreement to release any
portion of the Site, provided that the City shall satisfy all of
the following requirements which are hereby declared to be
conditions precedent to such release:
(i) The City shall file with the Authority and the
Trustee an amended Exhibits "A", "B" and "C", as
necessary, to the Site and Facility Lease which describes
the Site, as revised by such release;
(ii) The City shall file with the Authority and the
Trustee an amended Exhibits "A", "B" and "C", as
necessary, to this Lease Agreement which describes the
Site, as revised by such release;
(iii) The City delivers to the Trustee and the
Authority evidence that the Site, as revised by such
release, is of a value at least equal to the value of the
Site as of the Closing Date and of a fair rental value at
least equal to the remaining Lease Payments; and
(iv) The City shall obtain an amendment to the title
insurance policy required pursuant to Section 5.6 hereof
which describes the Site, as revised by such release.
(c) Additional Lease PaYments. Upon approval of
the Bonds Insurer, with notification to Standard & Poor's the City
shall have, and is hereby granted, the option at any time and from
time to time during the term of the Lease Agreement to amend this
Lease Agreement to provide for the payment of additional lease
payments for the use and occupancy of the Project, provided that:
(i) such additional lease payments do not cause the
total lease payments made by the City for the use and
occupancy of the Project to exceed the fair rental value
of the Project, based upon the opinion of an MAl
appraiser with expertise in valuing such properties or
other appropriate method of valuation;
(i i) the Ci ty shall have obtained, and filed with
the Authority and the Trustee, an appraisal of the
Project, prepared by an MAl appraiser with expertise in
valuing such properties, showing that the estimated fair
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market value of the Project is not less than the
aggregate unpaid principal components of the Lease
Payments and the aggregate principal components of such
additional lease payments; and
(iii) such additional lease payments are pledged or
assigned for the payment of any bonds, notes, leases or
other obligations the proceeds of which shall be applied
to finance the construction or acquisition of land,
facilities or other improvements which are authorized
pursuant to law.
(d) Generallv. Neither the city nor the Authority
will alter, modify or cancel, or agree or consent to alter, modify
or cancel this Lease Agreement, except in connection with a
substitution or release permitted by this Section 8.3 and as may be
permitted by Article X of the Trust Indenture.
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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined. The following
shall be "Events of Default" under this Lease Agreement and the
terms "Events of Default" and "Default" shall mean, whenever they
are used in this Lease Agreement, anyone or more of the following
events:
(a) Failure by the City to pay any Lease Payment or
other payment required to be paid hereunder at the time specified
hereunder.
(b) Failure by the City to observe and perform any
covenant, condition or agreement on its part to be observed or
performed under this Lease Agreement or under the Trust Indenture,
other than as referred to in clause (a) of this Section 9.1, for a
period of thirty (30) days after written notice specifying such
failure and requesting that it be remedied has been given to the
City by the Authority, the Trustee, or the Owners of not less than
twenty-five percent (25%) in aggregate principal amount of Bonds
then Outstanding; provided, however, if the failure stated in the
notice can be corrected, but not within the applicable period, the
Authority, the Trustee and such Owners shall not unreasonably
withhold their consent to an extension of such time if corrective
action is instituted by the City within the applicable period and
diligently pursued until the Default is corrected.
(c) Failure of the officers of the city to request
that Lease Payments be included in the annual budget of the City.
(d) The filing by the city of a voluntary petition
in bankruptcy, or failure by the City promptly to lift any
execution, garnishment or attachment, or adjudication of the city
as a bankrupt, or assignment by the City for the benefit of
creditors, or the entry by the city into an agreement of
composition with creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the city in any
proceedings instituted under the provisions of the Federal
Bankruptcy Act, as amended, or under any similar acts which may
hereafter be enacted.
section 9.2. Remedies on Default. Whenever any Event
of Default referred to in Section 9.1 hereof shall have happened
and be continuing, it shall be lawful for the Authority to exercise
any and all remedies available pursuant to law or granted pursuant
to this Lease Agreement; provided, however, that notwithstanding
anything herein or in the Trust Indenture to the contrary, there
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shall be no right under any circumstances to accelerate the Lease
Payments or otherwise declare any Lease Payments not then in
Default to be currently due and payable_ Each and every covenant
hereof to be kept and performed by the City is expressly made a
condition and upon the breach thereof the Authority may exercise
any and all rights of entry and re-entry upon the Project, and
also, at its option, with or without such entry, may terminate this
Lease Agreement; provided, that no such termination shall be
effected either by operation of law or acts of the parties hereto,
except only in the manner herein expressly provided. In the event
of such Default and notwithstanding any re-entry by the Authority,
the City shall, as herein expressly provided, continue to remain
liable for the payment of the Lease Payments and/or damages for
breach of this Lease Agreement and the performance of all
conditions herein contained and, in any event such rent and/or
damages shall be payable to the Authority at the time and in the
manner as herein provided, specifically:
(a) In the event the Authority does not elect to
terminate this Lease Agreement in the manner hereinafter provided
for in subparagraph (b) hereof, the City agrees to and shall remain
liable for the payment of all Lease Payments and the performance of
all conditions herein contained and shall reimburse the Authority
for any deficiency arising out of the re-leasing of the Project,
or, in the event the Authority is unable to re-lease the Project,
then for the full amount of all Lease Payments to the end of the
term of the Lease Agreement, but said Lease Payments and/or
deficiency shall be payable only at the same time and in the same
manner as hereinabove provided for the payment of Lease Payments
hereunder, notwithstanding such entry or re-entry by the Authority
or any suit in unlawful detainer, or otherwise, brought by the
Authority for the purpose of effecting such re-entry or obtaining
possession of the Project or the exercise of any other remedy by
the Authority. The City hereby irrevocably appoints the Authority
as the agent and attorney-in-fact of the City to enter upon and re-
lease the Project in the Event of Default by the City in the
performance of any covenants herein contained to be performed by
the City and to remove all personal property whatsoever situated
upon the Project, to place such property in storage or other
suitable place in the County of San Bernardino, California, for the
account of and at the expense of the City, and the City hereby
exempts and agrees to save harmless the Authority from any costs,
loss or damage whatsoever arising or occasioned by any such entry
upon and re-Ieasing of the Project and the removal and storage of
such property by the Authority or its duly authorized agents in
accordance with the provisions herein contained. The City hereby
waives any and all claims for damages caused or which may be caused
by the Authority in re-entering and taking possession of the
Project as herein provided and all claims for damages that may
24
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result from the destruction of or injury to the Project and all
claims for damages to or loss of any property belonging to the city
that may be in or upon the Project. The city agrees that the terms
of this Lease Agreement constitute full and sufficient notice of
the right of the Authority to re-lease the Project in the event of
such re-entry without effecting a surrender of this Lease
Agreement, and further agrees that no acts of the Authority in
effecting such re-leasing shall constitute a surrender or
termination of this Lease Agreement irrespective of the term for
which such releasing is made or the terms and conditions of such
re-leasing, or otherwise, but that, on the contrary, in the event
of such Default by the City the right to terminate this Lease
Agreement shall vest in the Authority to be effected in the sole
and exclusive manner hereinafter provided for in paragraph
(b) hereof. The City further waives the right to any rental
obtained by the Authority in excess of the Lease Payments and
payments due pursuant to Section 4.6 hereof and hereby conveys and
releases such excess to the Authority as compensation to the
Authority for its services in releasing the Project.
(b) In an Event of Default hereunder, the Authority
at its option may terminate this Lease Agreemenc and re-lease all
or any portion or the Project. In the event or the termination or
this Lease Agreement by the Authority at its option and in the
manner hereinafter provided on account or Default by the City (and
notwithstanding any re-entry upon the Project by the Authority in
any manner whatsoever or the re-leasing or the Project), the City
nevertheless agrees to pay to the Authority all costs, loss or
damages howsoever arising or occurring payable at the same time and
in the same manner as is herein provided in the case or payment of
Lease Payments. ~~y surplus received by the Authority rrom such re-
leasing shall be credited towards the Lease Payments next coming
due and payable. Neither notice to pay rent or to deliver up
possession of the premises given pursuant to law nor any proceeding
in unlawful detainer taken by the Authority shall of itselr operate
to terminate this Lease Agreement, and no termination or this Lease
Agreement on account or Derault by the city shall be or become
effective by operation of law, or otherwise, unless and until the
Authority shall have given written notice to the City or the
election on the part or the Authority to terminate this Lease
Agreement. The City covenants and agrees that no surrender or the
Project and/or or the remainder or the term or the Lease Agreement
or any termination or this Lease Agreement shall be valid in any
manner or for any purpose whatsoever unless stated or accepted by
the Authority by such written notice.
Section 9.3. No Remedv Exclusive. No remedy herein
conferred upon or reserved to the Authority is intended to be
exclusive and every such remedy shall be cumulative and shall be in
25
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addition to every other remedy given under this Lease Agreement now
or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any Default shall impair
any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle
the Authority to exercise any remedy reserved to it in this
Article IX it shall not be necessary to give any notice, other than
such notice as may be required in this Article IX or by law.
Section 9.4. Aareement to Pav Attornevs' Fees and
EXDenses. In the event either party to this Lease Agreement should
Default under any of the provisions hereof and the non-defaulting
party should employ attorneys or incur other expenses for the
collection of moneys or the enforcement or performance or
observance of any obligation or agreement on the part of the
defaulting party herein contained, the defaulting party agrees that
it will on demand therefor pay to the non-defaulting party the
reasonable fees of such attorneys and such other expenses so
incurred by the non-defaulting party.
Section 9.5. No Additional Wa;ver Imolied bv One
Wai ver. In the event any agreement contained in this Lease
Agreement 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. Aoolication of Proceeds. All net proceeds
received from the re-lease or other disposi tion 0 f the proj ect
under this Article IX, and all other amounts derived by the
Authority or the Trustee as a result of an Event of Default
hereunder, shall be transferred to the Trustee promptly upon
receipt thereof and after payment of all fees and expenses of the
Trustee, including attorneys fees, shall be deposited by the
Trustee in the Special Fund to be applied as specified in
Section 6.03 of the Trust Indenture.
Section 9.7. Trustee and Bond Owners to Exercise
Riahts. Such rights and remedies as are given to the Authority
under this Article IX have been assigned by the Authority to the
Trustee under the Trust Indenture, to which assignment the city
hereby consents. Such rights and remedies shall be exercised by the
Trustee and the Owners of the Bonds as provided in the Trust
Indenture and herein.
26
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ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deoosit. Notwithstanding any
other provision of this Lease Agreement, the City may, on any date,
secure the payment of all or a portion of the Lease Payments
remaining due by an irrevocable deposit with the Trustee or an
escrow holder under an escrow deposit and Trust Indenture as
referenced in Section l3.0l(b) of the Trust Indenture, of: (a) in
the case of a security deposit relating to all Lease Payments,
ei ther (i) cash in an amount which, together with amounts on
deposit in the Special Fund, the Insurance and Condemnation Fund
and the Reserve Fund, is sufficient to pay all unpaid Lease
Payments, including the principal and interest components thereof,
in accordance with the Lease Payment schedule set forth in
Exhibit ~D", or (ii) Defeasance Obligations in such amount as will,
in the written opinion of an independent certified public
accountant or other firm of recognized experts in such matters,
together with interest to accrue thereon and, if required, all or
a portion of moneys or Federal Securities or cas~ then on deposit
and interest earnings thereon in the Special Fund, the Insurance
and Condemnation Fund and the Reserve Fund, be fully sufficient to
pay all unpaid Lease Payments on their respective Lease Payment
Dates; or (b) in the case of a security deposit relating to a
portion of the Lease Payments, a Bond executed by the City
Representative (or such officer's designee, such designation to be
evidenced by a writing delivered to the Trustee) designating the
portion of the Lease Payments to which the deposit pertains, and
either (i) cash in an amount which is sufficient to pay the portion
of the Lease Payments designated in such City Representative's (or
such officer's designee I s) designation, such designation to be
evidenced by a writing delivered to the Trustee) Bond, including
the principal and interest components thereof, or (ii) Defeasance
Obligations in such amount as will, together with interest to be
received thereon, if any, in the written opinion of an independent
certified public accountant or other firm of recognized experts in
such matters, be fully sufficient to pay the portion of the Lease
Payments designated in the aforesaid city Representative's (or such
officer's designee's, such designation to be evidenced by a writing
delivered to the Trustee) Bond.
In the event of a deposit pursuant to this Section 10.1
as to all Lease Payments and the payment of all fees, expenses and
indemnifications owed to the Trustee, all obligations of the City
under this Lease Agreement shall cease and terminate, excepting
only the obligation of the City to make, or cause to be made, all
payments from the depos it made by the City pursuant to this
Section 10.1, and title to the Project shall vest in the City on
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366
the date of said deposit automatically and without further action
by the city or the Authority. Said deposit and interest earnings
thereon shall be deemed to be and shall constitute a special fund
for the payments provided for by this Section 10.1 and said
obligation shall thereafter be deemed to be and shall constitute
the installment purchase obligation of the city for the Project.
Upon said deposit, the Authority will execute or cause to be
executed any and all documents as may be necessary to confirm title
to the Proj ect in accordance with the provisions hereof. In
addition, the Authority hereby appoints the City as its agent to
prepare, execute and file or record, in appropriate offices, such
documents as may be necessary to place record title to the Project
in the City.
Section 10.2. PrepaYment Ontion. The Authority hereby
grants an option to the City to prepay the principal component of
the Lease Payments attributable to the Bonds in full, or in part,
together with a premium represented by a percentage of the portion
of such principal component of Lease Payments attributable to the
Bonds prepaid equal to the percentages set forth below:
preoaymenr Dare Preoa'lnent Price
January 1, 2007 through December 31, 2007 102%
January 1, 2008 through December 31, 2008 101%
January 1, 2009 and thereafter 100%
Said option shall be exercised by the City by giving
written notice to the Authority and the Trustee of the exercise of
such option at least thirty (30) days but not more than sixty
(60) days prior to said payment date. Such option shall be
exercised in the event of prepayment in full, by depositing with
said notice cash in an amount, which, together with amounts then on
deposit in the Reserve Fund, the Insurance and Condemnation Fund
and the Special Fund, will be sufficient to pay the aggregate
unpaid component of the Lease Payments attributable to the Bonds on
said payment date, together with any Lease Payments attributable to
the Bonds then due but unpaid, or, in the event-of prepayment in
part, by depositing with said notice cash in an amount divisible by
$5,000 equal to the amount desired to be prepaid together with any
Lease Payments attributable to the Bonds then due but unpaid. In
the event of prepayment in part, the partial prepayment shall be
applied against Lease Payments in such manner as the City shall
determine and if the City shall fail to make such determination,
pro rata among their payment dates. Lease Payments attributable to
the Bonds due after any such partial prepayment shall be in the
amounts set forth in a revised Lease Payment schedule which shall
be provided by, or caused to be provided by, the City to the
Trustee and which shall represent an adjustment to the schedule set
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96 366
forth in Exhibit "D" attached hereto taking into account said
partial prepayment.
Section 10.3. Mandatorv preoayment From Net Proceeds of
Insurance. Title Insurance or Eminent Domain. The city shall be
obligated to prepay the Lease Payments allocable to the Project, in
whole on any date or in part on any Lease Payment Date, from and to
the extent of any Net Proceeds of an insurance, title insurance or
condemnation award with respect to the Project theretofore
deposited in the Special Fund for such purpose pursuant to Article
VI hereof and Article VII of the Trust Indenture. The City and the
Authority hereby agree that such Net Proceeds shall be applied
first to the payment of any delinquent Lease Payments, and
thereafter shall be credited towards the City's obligations under
this Section 10.3. Lease Payments due after any such partial
prepayment shall be in the amounts set forth in a revised Lease
Payment schedule which shall be provided by, or caused to be
provided by, the City to the Trustee and which shall represent an
adjustment to the schedule set forth in Exhibit "D" attached hereto
taking into account said partial prepayment
Section 10.4. Credit for Amounts on Deoosit. In the
event of prepayment of the principal components of the Lease
Payments in full under this Article X, such that the Trust
Indenture shall be discharged by its terms as a result of such
prepayment, remaining amounts on deposit in the Special Fund, if
any, or the Reserve Fund shall be credited towards the amounts then
required to be so prepaid.
29
96 366
ARTICLE XI
MISCELLANEOUS
Section 11.1. Notices. All notices, Bonds or other
communications hereunder shall be sufficiently given and shall be
deemed to have been received 48 hours after deposit in the United
States mail in first class form with postage fully prepaid:
If to the City:
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Attn: City Administrator
If to the Authority:
San Bernardino Joint Powers
Financing Authority
201 North "E" Street, Third Floor
San Bernardino, CA 92401
If to the Trustee:
First Trust of California,
National Association
Corporate Trust Dept., Suite 500
550 South Hope Street
Los Angeles, CA 90071
Attn: San Bernardino/City Hall
If to the Bond
Insurer:
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Attn: Insured Portfolio Management Dept.
The parties listed above may, by notice given hereunder,
designate different addresses to which subsequent notices, Bonds or
other communications will be sent.
Section 11.2. Bindina Effect. This Lease Agreement
shall inure to the benefit of and shall be binding upon the
Authority and the City and their respective successors and assigns.
Section 11.3. Severabilitv. In the event any provision
of this Agreement shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
Section 11.4. Net-ner-net Lease. This Lease Agreement
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
30
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::10 366
return to the Authority, free and clear of any expenses, charges or
set-offs whatsoever.
Section 11.5. Further Assurance~ and Corrective
In~trllment~. The Authority 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 intentions of this Lease Agreement.
Section 11.6. Execution in Counteroarts. This Lease
Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and
the same instrument.
Section 11.7. A90licab1e Law. This Lease Agreement
shall be governed by and construed in accordance with the laws of
the State.
Section 11.8. Authoritv and Citv Reoresentatives.
Whenever under the provisions of this Lease Agreement the approval
of the Authority or the City is required, or the Authority or the
City is required to take some action at the request of the other,
such approval or such request shall be given for the Authority by
an Authority Representative and for the City by a City
Representative, and each party hereto shall be authorized to rely
upon any such approval or request.
Section 11.9. Caotion~. The captions or headings in
this Lease Agreement are for convenience only and in no way define,
limit or describe the scope or intent of any provisions or
section of this Lease Agreement.
Section 11.10. Continuina Disclosure. The City hereby
covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of this Lease Agreement,
fai lure of the City to comply with the Continuing Disclosure
Agreement shall not be considered an Event of Default. However,
the Trustee, at the written direction of any Participating
Underwriter (as defined in the Continuing Disclosure Agreement) or
the Owners of at least 25% aggregate principal amount of
Outstanding Bonds, shall, but only to the extent funds have been
provided to it or it has been otherwise indemnified to its
satisfaction from any costs, liability, expense or additional
charges of the Trustee whatsoever (including, without limitation,
fees and expenses of its attorneys, subject to the indemnification
31
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and other prov~s~ons of the Indenture) or any Bondowner may take
such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the City
to comply with its obligations under this Section.
Section 11.11. Amendments.
this Lease Agreement shall be subject
Insurer.
Any and all amendments to
to the consent of the Bond
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IN WITNESS WHEREOF, the Authority has caused this Lease
Agreement to be executed in its corporate name by its duly
authorized officers and sealed with its seal; and the City has
caused this Lease Agreement to be executed in its name by its duly
authorized officers and sealed with its seal, as of the date first
above written.
CITY OF SAN BERNARDINO
B~~f >ZUc~
ayor '
ATTEST:
BY:~~
Cx y Clerk
SAN BERNARDINO JOINT POWERS
FINANCIN THORITY
By:
Administrator
SBEO\0164\DOC\2.2
96 366
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On 1~/;1/q6 before me, I~^ ~~
~ insert name and title of the officer), personally appeared
('/\ ~ , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(~ whose
name(s+ is/~ subscribed to the within instrument and acknowledged
to me that he/s-h",,'Ll,,,,y executed the same in his/R.-er/tl:l~i.I:
authorized capacity(i1e5j, and that by his/he:r/their signature(st on
the instrument the person(~, or the entity upon behalf of which
the person (-61 acted, executed the instrument.
WITNESS my hand and official seal.
Signatll," 'It;. Ii &.fJ'_k~
'i VllIASNOB
0...'.,_1.110_
. NoIayPlA*:-c..A--
",",~~A~~
Mycarm _Jll'tl"~
96 366
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On J~-I7-'U' before me, 4<... 'R- S,h;J,
(here insert name and title of the officer), personally peared
~19J.......L c..LttR-k , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature~~g fJ ~ {l J I J
(Seal)
- - -
~6 366
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On /d)/;7/q C: before me,
:i.r~ i~~tname and title of the officer), personall appeared
, j./'Y), 'h1/l.A..lL1J.A , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s1 whose
name l-o-l is/~ subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/h'ir/t!:leir
authorized capacity(~), and that by his/her/their signature (.s.) on
the instrument the person(~), or the entity upon behalf of which
the person~ acted, executed the instrument.
WITNESS my hand and official seal.
Signature \(;", f'J... ~ A ,(\ ~\.R,..- .
6
~ VfJlAwc;IQ
c..,., ,1l1O!.-
, NcICIY I'\dC ~
My~""16._
96 366
Exhibit "A"
Parcel A:
:.
That portion of Parcels 24 and 25 of Parcel Map 688, in the City of San Bernardino,
County of San Bernardino, State of California, as per map recorded in Book 25, pages
47 through 58, inclusive of Parcel Maps, in the office of the County Recorder of said
County, described as follows:
Beginning at a point in the South line of Parcel 22 of said Parcel Map 688, and the line
adjusted by a Certificate of Compliance for Lot Line Adjustment recorded as
Instrument No. 88-368872, Official Records, that bean South 890 55' 49" East, 39.00
feet from the Southwest corner of said Parcel 22;
thence continuing along said line South 890 55' 49" East, 326.30 feet to the West line
of D Street as shown on said Parcel Map 688;
thence South 000 02' 44" East, along said West line, 88.38 feet;
thence continuing along said West line South 000 00' 16" East, 61.62 feet' to the North
line of Parcel 29 of said Parcel Map 688;
thence North 890 55' 49" West along said North line, 142.06 feet to the Northwest
corner of said Parcel 29;
thence South 00. 04' 11" West along the Westerly line of said Parcel 29, 60.00 feet to
the North line of Parcel 28 of said Parcel Map 688;
thence North 890 55' 49" West along said North line, 213.00 feet to the East line of
Parcel 26 of said Parcel Map 688;
thence North 00. 04' 11" East along said East line, 87.16 feet to the South line of the
portion of said Parcel 24 shown as "City Hall" Parcel on said Parcel Map 688;
thence North 89. 55' 49" West along said South line, 0.12 feet to the East line of that
parcel shown as "Exhibit Hall" Parcel on said Parcel Map 688;
thence North 000 04' 11" East along said East line 108.17 feet;
thence South 890 55' 49" East, 28.62 feet;
thence North 00. 04' 11" East, 14.67 feet to the point of beginning, being the land as
dermed in the Conditions and Stipulations of this Pollcy.
Except all improvements, structures, and buildings located on said land which existed
thereon as of March 30, 1992, as granted by a Conveyance from the San Bernardino
Civic Center' Authority to the Redevelopment Agency of the City of San Bernardino,
dated March 27, 1992, and recorded March 30, 1992, as Instrument No. 92-132803,
Official Records, which buildings are and shall remain real property.
NOTE: Parcel "B-1", herein, is included within the above description.
96 366
Parcel B:
All improvem~, structures and buildfnp situated UpoD the 10Uowing described
property, whidl existed as of MardlJO, 1m, as araated by a CODveyance from the
San Bernardino Civic Center Authority to the RedeYeloplDeDt AaeaCY of the City of
San Bernardino, dated Mardi 27, 1m, and recorded March JO, 1m, as IDStrumeat
No. 92-132803, omcial Records, which buildfnp an and shaD pm..ln real property.
That portiOD of Parcel 24 of Parcel Map 688, in the City 01 San Bernardino, County of
San Bernardino, State of California, as pel' map recorded in Book 25, paps 47
through 58, indusive. of Parcel Maps, in the omce of the County Recorder of said
County, being described as 10Uows:
Beginnlnr at a point in the South Uae of Parcel 25 of said Parcel Map 688, that bean
North 890 55' 49" West, 213.00 leet from the West Uae of Parcel 29 of said Parcel
Map 688; .
thence North 000 04' 11' East, 87.16 leet to the South Uae 01 that portion of said
Parcel 24 shown as "City Hall" Parcel OD said Parcel Map 688;
thence North 890 55' 49" West along said South Uae O.U leet to the East line of that
portiOD 01 said parcel 24 shown as "Exhibit Hall" Parcel OD said Parcel Map 688;
thence North 00004' 11" East along said East Uae to that North Uae 01 said "City
Hall" Parcel, 67.67 reet;
thence South 890 55' 49" East. 217.29Ieet;
thence South 00. 04' 11" West, 67.67 reet;
thence North 890 55' 49" West, 15.83 reet;
thence South 00004' 11" West, 15.75 feet;
thence North 890 55' 49" West, 31.00 leet;
thence South 000 04' 11" West, 6.17 reet;
thence North 890 55' 49" West, 25.50 feet;
thence North 000 04' 11" East, 21.92 feet;
thence North 890 55' 49" West, 99.59 reet;
thence South 00004' 11" West, 62.17 feet;
thence North 890 55' 49" West, 15.50 feet;
thence South 000 04' 11" West, 9.42 reet;
thence North 890 55' 49" West, 14.50 reet
thence South 00004-' 11" West, 15.58 feet to the South Uae of said Parcel 25;
thence North 890 55' 49" West, 15.25 reet to the point of IJoogfnnlnr.
Parcel 8-1:
That portion 01 Parcel 24 or Parcel Map 688, in the City or San Bernardino, County or
San Bernardino, State 01 California, as per map recorded in Book 25, pages 47
through 58, Indusive, or Parcel Maps, In the office of the County Recorder or said
County, being described as rouows:
;;6 366
Jkogjnnlnl at a point in the South line of Parcel 25 01 said Parcel Map t~ that bears
North 890 55' 49" West. 213.00 feet from the West line of Parcel 29 of said Pan:eI
Map 688;
thence North 090 04' 11" East, 87.16 feet to the Soutb liae of that portioa of said
Parcel 24 shown as "City Hall" Parcel 00 said Parcel Map 688;
thence North 890 SS' 49" West a10nl said South line, 0.12 feet to the East line 01 that
portiOD of said Parcel 24 shown as "Exhibit Hall" Parcel 00 said Parcel Map 688;
thence North 000 04' 11" East a10nl said East line to that North line 01 said "City
Hall" Parcel, 67.67 feet;
thence South 890 S5' 49" East, 217.29 feet;
thence south 000 04' 11" West, 67.67 feet;
thence North 890 55' 49" West. 15.83 feet;
thence South 000 04' 11" West, 15.75 feet;
thence North 890 55' 49" West. 31.00 feet;
thence South 000 04' 11" West, 6.17 feet;
thence North 890 S5' 49" West, 25.50 feet;
thence North 000 04' 11" East, 21.92 feet;
thence North 890 SS' 49" West, 99.S9 feet;
thence South 000 04' 11" West, 62.17 feet;
thence North 890 55' 49" West, 15.50 feet;
thence South 000 04' 11" West, 9.42 feet;
thence North 890 55' 49" West, 14.50 feet;
thence South 000 04' 11" West, 15.58 feet to the South line of said Parcel 25;
thence North 890 55' 49" West, IS.25 feet to the point 01 bfginnlnl.
Except all improvements, structures, and buildinp located 00 said land which existed
thereoD as of Marcil 30, 1992, which buildinp and improvements are and shall remain
real property.
Also except all improvements, structures and buildinp loc:ated OD said land which
existed as of March 30, 1992, as granted by a CODveyance from the San Bernardino
Civic Center Authority to the Redevelopment Agency of the City of San Bernardino,
dated March 27,1992 and recorded Marcil 30, 1992, as Instrument No. 92-132803,
Official Recor~ which buildinp are and shaD remain real property.
Parcel C:
Non-excJusive easements for access, ingress, egress, utilities, support and use of
buildinp for the benefit of Parcel B and 8-1 above described, over, across, under and
through Parcel A above described.
Except those portions lyinl within Parcel B above described.
'.
96
366
fmd.Jh
Non-exclusiYe ~p_nts for foodup, fOUDdadoas and encroaclunents of builcUllp for
the benefit 01 ~ B and B-1 as d~ In that c:ertaiD Grant Deed by and b.t..ee4
the Redevelopment Apacy of the City of San BemardIDo and the City of San
BeraardlDo, recorded September 14, 1970 In Book 7438, pap 440 and re-recorded in
Book 7522, page 725, Otndal Records.
PARKING' STRUCTURE :
PARCEL 28 of PARCEL MAP NO. 688, in the County of San Bernardino, State of
California, as per Map .recorded in Book 2S of Parcel Maps, Pages 47 through
S8inclusive, in the Office of the County Recorder of said County.
86 366
Exhibit "B"
Parcel A:
That portion of Parcels 24 and 25 of Parcel Map 688, in the City of San Bernardino,
County of San Bernardino, State of California, as per map recorded in Book 25, pages
47 through 58, inclusive of Parcel Maps, in the office of the County Recorder of said
County, described as foUows:
Beginning at a point in the South line of Parcel 22 of said Parcel Map 688, and the line
adjusted by a Certificate of Compliance for Lot. Line Adjustment recorded as
Instrument No. 88-368872, Officlal Records, that bean South 89. 55' 49" East, 39.00
feet from the Southwest corner of said Parcel 22;
thence continuing along said line South 89. 55' 49" East, 326.30 feet to the West line
of D Street as shown on said Parcel Map 688;
thence South 00. 02' 44" East, along said West line, 88.38 feet; .
thence continuing along said West line South 00. 00' 16" East, 61.62 feet to the North
line of Parcel 29 of said Parcel Map 688;
thence North 890 55' 49" West along said North line, 142.06 feet to the Nortbwest
corner of said Parcel 29;
thence South 000 04' 11" West along the Westerly line of said Parcel 29, 60.00 feet to
the North line of Parcel 28 of said Parcel Map 688;
thence North 890 55' 49" West along said North line, 213.00 feet to the East line of
Parcel 26 of said Parcel Map 688;
thence North 000 04' 11" East along said East line, 87.16 feet to the South line of the
portion of said Parcel 24 shown as "City Hall" Parcel on said Parcel Map 688;
thence North 890 55' 49" West along said South line, 0.12 feet to the East line of that
parcel shown as "Exhibit Hall" Parcel on said Parcel Map 688;
thence North 000 04' 11" East along said East line 108.17 feet;
thence South 890 55' 49" East, 28.62 feet;
thence North 000 04' 11" -East, 14.67 feet to the point of beginning, being the land as
derIDed in the Conditions and Stipulations of this Policy.
Except all improvements, structures, and buildings located on said land which existed
thereon as of March 30, 1992, as granted by a Conveyance from the San Bernardino
Civic Center Authority to the Redevelopment Agency of the City of San Bernardino,
dated March 27, 1992, and recorded March 30, 1992, as Instrument No. 92-132803,
Official Records, which buildings are and shall remain real property.
NOTE: Parcel "B-1", herein, is included within the above description.
96 366
Parcel B:
All improvements, structures and buildings situated upon the following described
property, whicl existed as of March 30, 1992, as granted by a Conveyance from the
San Bernardino Civic Center Authority to the Redevelopment Agency of the City of
San Bernardino, dated March 27, 1992, and recorded March 30, 1992, as Instrument
No. 92-132803, Official Records, which buildings are and shall remain real property.
That portion of Parcel 24 of Parcel Map 688, in the City of San Bernardino, County of
San Bernardino, State of California, as per map recorded in Book 25, pages 47
through 58, inclusive, of Parcel Maps, in the office of the County Recorder of said
County, being described as follows:
Beginning at a point in the South line of Parcel 25 of said Parcel Map 688, that bean
North 89. 55' 49" West, 213.00 feet from the West line of Parcel 29 of said Parcel
Map 688;
thence North 00. 04' 11' East, 87.16 feet to the South line of that portion of said
Parcel 24 shown as "City Hall" Parcel on said Parcel Map 688;
thence North 89. 55' 49" West along said South line 0.12 feet to the East line of that
portion of said parcel 24 shown as "Exhibit Hall" Parcel on said Parcel Map 688;
thence North 00. 04' 11" East along said East line to that North line of said "City
Hall" Parcel, 67.67 feet;
thence South 89. 55' 49" East, 217.29 feet;
thence South 00. 04' 11" West, 67.67 feet;
thence North 890 55' 49" West, 15.83 feet;
thence South 000 04' 11" West, 15.75 feet;
thence North 89. 55' 49" West, 31.00 feet;
thence South 00. 04' 11" West, 6.17 feet;
thence North 890 55' 49" West, 25.50 feet;
thence North 00. 04' 11" East, 21.92 feet;
thence North 890 55' 49" West, 99.59 feet;
thence South 00. 04' 11" West, 62.17 feet;
thence North 89. 55' 49" West, 15.50 feet;
thence South 000 04' 11" West, 9.42 feet;
thence North 890 55' 49" West, 14.50 feet
thence South 000 04' 11" West, 15.58 feet to the South line of said Parcel 25;
thence North 89. 55' 49" West, 15.25 feet to the point of beginning.
Parcel 8-1:
That portion of Parcel 24 of Parcel Map 688, in the City of San Bernardino, County of
San Bernardino, State of California, as per map recorded in Book 25, pages 47
through 58, inclusive, of Parcel Maps, in the office of the County Recorder of said
County, being described as follows:
::;6 366
Beginning at a point in the South line of Parcel 25 of said Parcel Map 688 that bean
North 89. 55' 49" West, 213.00 feet from the West line of Parcel 29 of said Parcel
Map 688;
thence North 00. 04' 11" East, 87.16 feet to the South line of that portiOD of said
Parcel 24 shown as "City Hall" Parcel on said Parcel Map 688;
thence North 89. 55' 49" West along said South line, 0.12 feet to the East line of that
portion of said Parcel 24 shown as "Exhibit Hall" Parcel on said ParC!!l Map 688;
thence North 00. 04' 11" East along said East line to that North line of said "City
Hall" Parcel, 67.67 feet;
thence South 89. 55' 49" East, 217.29 feet;
thence south 00. 04' 11" West, 67.67 feet;
thence North 89. 55' 49" West, 15.83 feet;
thence South 00.04' 11" West, 15.75 feet;
thence North 89. 55' 49" West, 31.00 feet;
thence South 00. 04' 11" West, 6.17 feet;
thence North 89. 55' 49" West, 25.50 feet;
thence North 00. 04' l1"East, 21.92 feet;
thence North 89. 55' 49" West, 99.59 feet;
thence South 00. 04' 11" West, 62.17 feet;
thence North 89. 55' 49" West, 15.50 feet;
thence South 00. 04' 11" West, 9.42 feet;
thence North 89. 55' 49" West, 14.50 feet;
thence South 00. 04' 11" West, 15.58 feet to the South line of said Parcel 25;
thence North 89. 55' 49" West, 15.25 feet to the point of beginning.
Except all improvements, structures, and buildings located on said land which existed
thereon as of March 30, 1992, which buildings and improvements are and shall remain
real property.
Also except all improvements, structures and buildings located on said land which
existed as of March 30, 1992, as granted by a Conveyance from the San Bernardino
Civic Center Authority to the Redevelopment Agency of the City of San Bernardino,
dated March 27, 1992 and recorded March 30, 1992, as Instrument No. 92-132803,
Official Records, which buildings are and shall remain real property.
Parcel C:
:'ol'on-exclusive easements for access, ingress, egress, utilities, support and use of
buildings for the benefit of Parcel B and B-1 above described, over, across, under and
through Parcel A above described.
Except those portions lying within Parcel B above described.
. 3\)" 6
~b
Parcel D:
Non-exc:lusive ~s for footinp, foundations and enuovh.....Qts of bullcUnp for
the benefit of P-:uceIs B and B-1 as defined In that c:ertaia Grant Deed by and between
the Redevelopment Agency of the City of San Bernardino and the City of San
Bernardino, recorded September 24, 1970 In Book 7438, pqe 440 and re-recorded In
Book 7522, page 72.5, Omc:lal Records.
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~O 366
EXHIBIT ncn
PARCEL 28 OF PARCEL MAP NO. 688 IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 25 OF PARCEL MAPS,
PAGES 47 THRU 58, INCLUSIVE IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
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. nOM MI LLER &: SCHRO~J~;
~G
36 6 I-P~' ,- 'e' ",-
110':." :~, ,.' ':,0
t)(HI~11 .D
:::c2 =~ :J:4!/NO. 3560670246 P
4
eIT' OF SAIl BERNARDINO
CITY HALL RSSTRUCTURtN'
NIl) <a4PUTER EllIJ1PllENT
DElT SERVICE SCHEDULE
DATE
PRINCIPAL COUPON
INTEREST
TOT&I. ~I
1/01/1997 - - . .
7/01/1997 . - 505.410.21 505.410.21
1/01/1998 295,000.00 4.0501 433,208.75 728,Z08.75
M.,.V,e~l:;'!"'I"''''''''''.ilil~~,,,w'~J.;.~.;,~,;3{~;''n-'','~(~~'"
n_!l:dYJilI};. . "t,..li< .~-.u "'\u~,~,,.:l,;l-A'~I~i j....;tI..,,_ ~ I
7/01/1999 . - 420.'10.00 4Z0,'10_oo
1/01/2000 ~,OOO.OO 4,3aos 420,410.00 760.410.00
7/01/2000 ., 413.100,00 413,100.00
'~':Ci'~~~'~~:i.~1~~;O;~~~_~~~;~~1~~~;,~1l;~1~~~~~~~~
1/01/2002 680,000.00 '.550:1: 405,400.00 1,085,'00.00
7/01/2002 -' 389,930,00 389.930,00
1/01/2003 715,000.00 4.700% 389,930.00 1,104,930_00
7/01/2003 .' 373 127.50 373 127.50
.\\:\.t/P,n~;'~.ii,7t~f,00ll'Jllii;.!!41~~i";.1.~b2f"~lit~~I'l'j~.IW1~~
7/01lZOO4 -' 355,2107.50 355,2107.50
1/01/2005 785,000.00 4.9001 355.247.50 1,140.247.50
7/01/ZOOS - - 336,015.00 336,015_00
1/01/2006 825000,00 5.1001 336015.00 1,161 015.00
~~Arr'1.;rt":~ :;....~ "l"-';)~~'~" ~,;, /~'~"~:;"; .'l;";'~ ~ ~~>1.>1:~ ~~,>:,;.:~I'l.:T-:; ~:f",~ ~~etYi!?.? ,,;,;.~~;,1Y",l'"~.~;~ l" t,'
.'~~ ..,~.~~.w .,......, , L.l ,... "l'\.,>I"'~'" ""A.", n','_"~'l',(li'!.'f.';JI*..."Jt-1.pv.;,,,:?...,.'iI>I~I.&f'~YJ:LJ'&:"'"'
"01/2007 865.000.00 5.100S: 31",977.5Q 1,179 ,977.50
7101/2007 .O' 292,920.00 292,920.00
1/01/2008 420,000.00 5.)O~ 292,920.00 712,920.00
7/01/2008 -' 281790.00 281,790_00
,!.,j'~""._""""""'~;" ~,"""""""";;1~'" ,.,_,."" '""':.:t_....,,~,,"'.,""'ZC1_""'.
.~. ~.~.~7iIJ..,'SN1I7:...,',...,t.~-...........-ll'V, ....,' ..~~:",~"'>I"'.,';;5>P1'iJ.~~>t:':':'f,>:<~,HI"""1..7;,Yv)O'~~
7/01/2009 .' 269,997.50 269,997.50
1/01/2010 465,000.00 5.6Qq:I: 269,997.50 734,997.50
7/GI/2010 . - 256.977.50 256,977_50
1/01/2011 49O.00<l.00 5,6001 256,977.50 746,977.50
~:~ ~ ~?7IDIWJ"'11'.~~1;"~';.! ~,; ?;.~ :i~.~,~~'~,~,~~,~n~,H}~1t~~:~~~q~~~::SO~ ~ 'j ~';'';'~*~'3;ZT~';'~
1/01/2012 5Z0,000,OO 5.6001 243,257.50 7.3,257.50
7/0"2012 - - 228,697.50 228,.97.50
1/01/2013 550,OCO.00 5.60aI Z2S,697.50 778.697.50
7/01/2013 - - 213,297.50 213,297.50
'.;m11~nOl.;:;;(; :'!rOO ;QOO;OO.>' "5 .tolll4l :.,'.~tJl297,,~a;.,," ~!jH'93;Z97"'.ilJ'.: ':
7/01/2014 -' 197.057.50 197,057.50
1/01/2015 6'0,000.00 5.6O~ 197,057_50 807,057.50
7/01J2ll15 -' 179,917.50 179.977.50
; ;\~~~~~.t~~~~:dtt.~~lW~n!~-;~'ftl~f~f.n3~=iil~~~~:~~,~~,~~~:,11~~~S
1101/2017 685,000_00 5.TOOI 161.595.00 &06,595.00
7/Ql/2ll17 ., 142,072.50 142,072,50
1/0112018 720.000.00 5.7001 142,072.50 86Z,072.50
7[01(2018 ,,- 121 55Z.50 lZ1 552.50
:~,~" .,,.;, .....".>< ~;'T\ '''''Ln' ,;..., "" ,I ",1"''''''''''''';''''' 1m ..y,,;..~,~...,'''' %' ""'~("""'''''''''' "
~,_,.,...1f.,W#...:.uA7., ,'; v,~.'f'~'r"''All.W _"'h'J.'~W">:<:'l~,,~..,,'J~:r...~,,,iJV .~>i/"",.ol."l:IO-I".=r.lI4I-~.~,
7/01/2019 -' 99,892.50 99,ll9Z.50
1'10112020 805,000.00 5.7001; 99,892.50 904,892.50
7/01/Z0lll .' 76,950.00 76,950.00
'/01/2021 850 000.00 5.700:1: 76 950.00 9Z6 950.00
~ "l~.;I,,~oj/~~M't\,;:,,;, ':. ';. :,~~.:'l" ~ '>'x"'U:;:,.,, l'~';~ ~:>:I:d~'i~l \' ~~;;:~)I,f"J:Z- ~~."~~:~:~\ ~,,~t,~ ,~t~~..M ~:"':
"('>;"J'.~ ~..I;J~lJ'" ~... v' _..~. ,_.,><x> '~'...~.".' ,..~ .. ,:'~, "~~'. "'~.~ \".,.... ,;It.;J~'''''~ ~>,~ , >,~.,.."(,.. "~~.."
1/01/2022 900,000.00 5.700~ 52,725_00 952,125.00
710112022 .' 27.075.00 27,0'75.00
\f0112Da 950.000.00 5.7001 27,075.00 971,075.00
TOTAL
16,320,000.00
13,501,173.96
29,8Z1.1~.96
Miller & Schroeder Financial
Pl.b l i c: F i nelll:e Depart.nwnt
FILE ~ CTTHL07D-c~tycamput~rs
12/12/1996 10;2' AM