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RESOLUTION NO. /().;('€rJ..
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE
CITY HALL-EXHIBIT HALL FACILITIES SUBLEASE BETWEEN SAID CITY AND
THE SAN BERNARDINO CIVIC CENTER AUTHORITY.
4
BE IT RESOLVED BY 'I'HE MAYOR AND COMMON COUNCIL OF 'l'Hfo; CI1'Y OF'
5 SAN BERNARDINO AS FOLLOWS:
6 SECTION 1. The Mayor of the City of San Bernardino is hereby
7 authorized and directed to execute on behalf of said City an
8 I Amendment to the City Hall-Exhibit Hall Facilities Sublease between
9
said City and the San Bernardino Civic Center Authority, a copy of
which is attached hereto, marked Exhibit "A", and referred to and
made a part hereof as fully as though set forth at length,
I HEREBY CERTIFY that the foregoing resolution was duly adopted
by the Mayor and Common Council of the City of San Bernardino at a,~
c-h1:<J.oA~",d-/J'&7/n:lA.II meeting thereof held on the --7s-m,day of
~~"J- , 1970, by the following vote, to wit:
Ayfs: Councilmen, L".I"....",L ,. .0M&,d,./)/ '7<,L~~
Z:::~~'1;t;;::~"'4 ,
NOES:
ABSENT:
~ AL-YJ rJ
~~j,,~
City C rk
The foregoing resolution is hereby approved this 2.. "lb";. , day of I
'7?(~1'
, 1970.
~ ~tr~aroino
Approved as to form:
..7
;:/~~ D
.....C..<' ~
-tr C ty Attorney
FILED
MAy .~ ti 1970
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t,
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5/25/70
CITY HALL - EXHIBIT HALL FACILITIES SUBLEASE
THIS SUBLEASE dated for convenience as of May 1, 1970,
by and between the SAN BERNARDINO CIVIC CENTER AUTHORITY (herein
called "Authority"), a public entity and agency, duly organized and
existing pursuant to an agreement entitled "Joint Exercise of Powers
Agreement Between the City of San Bernardino, the County of San
Bernardino, and the Redevelopment Agency of the City of San Bernar-
dino Creating an Agency to be known as the San Bernardino Civic
Center Authority", and the Cit,' of San Bernardino, California, (herein
called "City"), a municipal corporation
"\VITNESSETH:
That for and in consideration of the mutual promises and agree-
ments herein contained, the parties hereto agree as follows:
SECTION 1. Definitions.
Unless the context otherwise requires, the terms defined in this
Section 1 shall, for all purposes of this Sublease, have the meanings
herein specified.
Agreement
"Agreement" means that certain Agreement entitled: "Joint Exer-
cise of Powers Agreement between the City of San Bernardino, the
County of San Bernardino, and the Redevelopment Agency of the City
of San Bernardino Creating an Agency to be known as the San Bernar-
dino Civic Center Authority" under and pursuant to which the Author-
ity has been organized, dated for convenience as of April 27, 1970.
Base Rental
"Base Rental" means the total rental due for the Project when
completed, but does not include Additional Rental.
Bonds
"Bonds" means the revenue bonds to be issued by the Authority
under and pursuant to the Resolution.
Construction Contract
"Construction Contract" means the construction contract or con-
tracts providing for the construction of the Facilities, including, with-
out limitation, the plans and specifications, any addenda thereto, and
other construction documents, a copy of which is or will be on file in
the office of the Secretary of the Authority and the City Clerk of the
City,
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Facilities
"Facilities" means the City Hall- Exhibit Hall, and all facilities
appurtenant thereto or provided therefor together with any appur-
tenances. "Facilities" includes all of the Project except the Site.
Ground Lease
"Ground Lease" means the City Hall- Exhibit Hall Ground Lease,
dated for convenience as of May 1, 1970.
· Notes
. "N otes" IllPans the noh's which may be issned by the Authority
. under and pursnant to the Resolntion.
Project or Leased Premises
"Project" means the Site and Facilities thereon. Said Project is
sometimes referred to as "Leased Premises".
Resolution
"Resolution" means the Resolution to he adopted by the Authority
providing for the issuance of its Bonds.
Site
"Site" means the real property on which the Facilities described
herein are to be located, which is described in Exhibit A attached hereto
and by this reference incorporated herein. Such real property is leased
to Authority by means of the Ground IJease.
Sublease
"Sublease" means this City Hall- Exhibit Hall Facilities Sub-
lease.
Term
"'J'erm" means the term of this Sublease as provided in Section 3
hereof.
Trustee
"Trustee" means the fiscal agent appointed under the Resolution
and referred to therein as "Trustee" and any successor appointed as
therein provided.
SECTION 2. Sublease of Project
The Authority hereby subleases to the City the Site subject to
conditions, reservations, exceptions, and rights of way which are of
record. The Authority hereby leases to the City the Facilities to
be constructed thereon.
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SECTION 3. Term.
The term of this Sublease shall commence when the Project is
substantially completed and available for occupancy and written notice
thereof has been served on City, but in no event later than four (4)
years from the date of execution hereof, plus any extension of com-
pletion date provided under any Construction Contract. Although
. this contemplates the City Hall and Exhibit Hall being substantially
. compldcd and the City occupying both on the same date, it shall not
preclude City and Authority from agreeing that the City may occupy
all or part of the City Hall and/or the Exhibit Hall prior to the other
being completed, provided rental is paid therefor as set forth in Section
4, and, in such case, the term of this Sublease shall commence upou such
occupancy.
This Sublease shall end on May 1, 2006, or such earlier time
when the Bonds issued by the Authority pursuant to the Resolution
have been retired or provision for payment has been provided for pur-
suant thereto, and, at such time, any surplus funds remaining in the
hands of the Trustee shall be paid to City.
SECTION 4. Rental
'l'he City shall pay the Base Rental and the Additional Rental
to the Authority in the amounts, at the times and in the manner set
forth herein, said amounts constituting in the aggregate the total of
the annual rentals payable under this Sublease as follows:
(a) Base Rental. For the period commencing on (1) the date on
which City shall be served with written notice that the Project has been
substantially completed and is ready for occupancy, or (2) the date
which City occupies all or part of the City Hall and/or the Exhibit Hall,
whichever (1) or (2) occurs first, City agrees to pay to the Trustee for
the account of the Authority in advance for each fiscal year rent at the
· rate of $4R!l,OOO per annum, subject to adjustment as hereinafter set
forth and rent sball cease when the Bonds have been paid or provision
for payment has been made. In the event that the liability of City for
rent at said annual rate does not commence on July 1, 1971, the rent
to be paid for the remaining portion of the fiscal year in which such
liability commences shall be prorated and shall be paid within thirty
(30) days following commencement of such liability, but in no event
later than the next succeeding June 30. During the remainder of the
term of the lease to City, said rental shall be due on July 1 and may
be paid On or before July 31 without penalty or interest in each fiscal
year for use of the premises during said fiscal year.
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(b) Additional Rental. In addition to and after the commencement
of the Base Rental hereinabove set forth, the City shall pay to the
Trustee for the account of the Authority an amount or amounts (herein-
after called "Additional Rental") equivalent to the sum of the fol-
lowing:
(i) All taxes and assessments of any nature whatsoever, in-
cluding, but not limited to, excise taxes, ad valorem taxes, ad
valorem and specific lien special assessments and gross receipts
taxes, if any, levied upon the Project or upon the Authority's
interest therein or upon the Authority's operation thereof or the
Authority's rental income derived therefrom.
(ii) All expenses (not otherwise paid or provided for out of
· the proceeds of the sale of Notes and/or Bonds of the Authority)
. incidental to the issuance of the Kotes and/or Bonds and all ad-
. ministrative costs of the Authority, including, without limiting the
. w"nerality of the foregoing, salaries, wages, expenses, compensa-
. tion and indemnification of the Trustee under the Resolution, fees
. and charges of auditors, accountants, architects, attorneys and
. engineers, and all other necessary administrative charges of the
. Authority or charges required to be paid by it in order to comply
· with the terms of the Notes and/or Bonds or of the Resolution and
· to defend the Authority and its members.
(iii) Insurance premiums, if any, on all insurance required
or permitted under the provisions of Section 8 hereof.
(iv) All costs and expenses which the Authority may incur in
consequence of or because of any default by the City under this
Sublease, including reasonable attorneys' fees and costs of suit in
equity or action at law to enforce the terms and conditions of this
Sublease.
(v) All sums necessary to maintain at the amount of $2,500
the Working Capital Fund established pursuant to the Resolution.
The Additional Rental payable hereunder shall be paid by the
City within ten (10) days after notice in writing from the Authority
to the City stating the amount of Additional Rental then due and
payable and the purpose thereof; provided that the City's liability
for Additional Rental shall be limited to the balance due under the
Resolution. Nothing herein contained shall prevent the City from
making from time to time contributions or advances to the Authority
for any purpose now or hereafter authorized by law.
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(c) Consideration. The payments of Base Rental and Additional
Rental hereunder for each fiscal year of the term of this Sublease shall
constitute the total rental for said fiscal year and shall be paid by the
City for and in consideration of the right of use and occupancy,
and the continued quiet use and enjoyment, of the Leased Premises
for and during said fiscal year which the City receives. The parties
hereto have agreed and determined that such total rental represents
the fair rental value of the Leased Premises. In making such determina-
tion, consideration has been given to the costs of acquisition and financ-
ing the construction of the Facilities, the uses and purposes which will
be served by the Facilities and the benefits therefrom which will accrue
to the parties to the Agreement and the genm'al public by reason of
the Facilities.
(d) Budget. The City shall take such action as may be neces-
sary to include and maintain all such total rental payments due here-
under in each fiscal year in its budget for such fiscal year and further
shall make the necessary appropriations for all such rental payments.
The City shall furnish to the Authority and to the Trustee under the
Resolution copies of the budget at least fifteen (15) days before final
adoption thereof. 'fhe covenants on the part of the City herein con-
tained shall be deemed to be and shall be construed to be ministerial
duties imposed by law and it shall be the ministerial duty of each and
every public official of the City to take such action and do such things
as are required by law in the performance of such official duty of such
officials to enable the City to cal'l'Y out and perform the covenants
and agreements in this Sublease agreed to be cal'l'ied out and per-
formed by the City.
(e) Payment. Each annual Base Rental payment and each Addi-
tional Rental payment shall be paid in lawful money of the United
States of America, by warrant or check drawn against funds of the
City, at the office of the Trustee in Los Angeles, California, or at
such other place 01' places as may be set forth in the Resolution. Each
annual Base Rental payment and each Additional Rental payment
which is not paid when due shall bear interest at a rate which is the
same as the average interest rate pel' annum which the Bonds bear
from the date on which the Base Rental payment or Additional Rental
payment, as the case may be, becomes due until the same is paid.
Notwithstanding any dispute between Authority and City hereunder,
City shall make all rental payments when due and shall not withhold
any rental payments pending the final resolution of such dispute. In
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the event of a determination that City was not liable for said rental
payments or any portion thereof, said payments or excess of payments
as the case may be shall be credited against subsequent rental payments
due hereunder.
(f) Adjustment of Base Rental. The Base Rental above set forth
is based upon the schedule for adjustment of Base Rental, marked Ex-
hibit B and made a part hereof. Such schedule is used for computing
the yearly rent necessary for Authority to receive to enable it to pay
the principal of and interest on its Bonds pursuant to the Besolution
and to furnish the Authority with the necessary working capital and
reserves. If practicable, when firm bids have been obtained and the
interest rate or rates on the Authority's Bonds are known, Authority
and City shall recompute the annual Base Rental in the same man-
ner, based upon said figures, and shall adjust the annual Base Rental
upwards or downwards to the new figure so determined.
(g) Credit on Base Rental. There shall be credited against Base
Rental any amount required to be so credited under the Resolution.
SECTION 5. Construction of Project.
The City, as agent for the Authority, shall construct, or cause to
be constructed, the Facilities on the Site in accordance with the Con-
struction Contract on file in the office of the City Clerk and the Secre-
tary of the Authority. The Construction Contract shall be awarded to
a contractor or contractors licensed under the laws of the State of
California and such Construction Contract shall be awarded after
competitive bidding following the procedures required by the applicable
laws of the State of California relating to the awarding of contracts of
a similar nature by the City. For the purpose of paying the cost of
construction of the Facilities on the Site and all costs and expenses
incidental thereto, including, but not limited to, architectural fees for
· design of the Facilities, the Authority shall issue its Notes and/or
. Bonds pursuant to the Resolution. Prior to July 1, 1970, the City
. shall pay to the Authority $410,000, which thc Authority shall deposit
· with the 'l'rustee for deposit in the Construction Fund.
The City may order changes in the work during construction
without the consent of the Authority; provided, however, that unless
sufficient additional funds are provided therefor (i) the cost of the
Project shall not exceed that which is established at the time when
the Bonds are issued by the Authority, and (ii) the cost of change
orders shall not exceed the reserve therefor established at such time.
City shall take no action which extends the period of construction
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beyond the period for which the Authority has funded interest on its
Bonds unless sufficient additional funds are provided therefor. Any
moneys remaining in the Construction Fund to be established under
the Reso]ution after the construction and completion of the Faci]ities
shall be applied by the Authority as provided in the Reso]ution.
The Authority shall assume the obligations under the employment
eon tracts of the City with the financing consultants and Bond Counsel,
and shall become a client of said finns in accordance with the terms of
said eon tracts.
SECTION 6. Maintenance and Operation.
The City shall, at its own expense, maintain the Leased Premises
and all improvements thereon in good order, condition and repair.
The City shall provide or eause to be provided all security service,
custodia] service, janitor serviee, power, gas, telephone, light, heating
and water, and all other public utility services. It is understood and
agreed that in consideration of the payment by the City of the rental
herein provided for, the Authority is only obligated to furnish the
Leased Premises, and the Authority shall have no obligation to incur
any expense of any kind or character in connection with the manage-
ment, operation or maintenance of the Leased Premises during the term
of this Sublease. The City shall keep the Leased Premises and any
and all improvements thereto free and clear of all liens, charges and
encumbrances.
SECTION 7. Additions and Improvements.
The City shall have the right during the term of this Sublease to
make any additions or improvements to the Leased Premises, to attach
fixtures, structures or signs, and to affix any personal property to the
improvements on the Leased Premises, provided the use of the Leased
Premises for the purposes contemplated in this Sublease are not im-
paired. 'l'itJe to all persona] property placed in any of the improve-
ments on the Leased Premises shall remain in the City. The title to
any persona] property, improvements or fixtures placed on the Leased
Premises by any sublessee or licensee of the City shall be controlled
by the concession contracts entered into by the City.
SECTION 8. Insurance.
Authority shall, during the tenn of this Snblease, keep or cause to
be kept a policy or po]ieies of insurance against Joss or damage to the
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Leased Premises, and appurtenances and permanent equipment, re-
sulting from fire, lightning, vandalism, malicious mischief, and such
perils ordinarily defined as "extended coverage" and other perils as
Authority and City may agree should be insured against on forms
and in amounts satisfactory to each. City and Authority, as the case
may be, shall be named as an additional insured under such policies
of insurance as the building contractor or contractors may be required
by Authority to carry during the construction of the Facilities. Should
the contractor or contractors not be required to carry insurance with
respect to earthquake damage during the term of the construction of
the project, City shall carry such insurance and shall name Authority
as beneficiary thereunder. Nothing herein shall be construed to require
the Authority to carry insurance with respect to equipment or fixtures
of the Leased Premises not provided by the Authority pursuant to the
plans and specifications for construction of the Facilities.
During the term of this Sublease, Authority shall keep or cause to
be kept public liability and property damage policies protecting both
Authority and City on forms and in amounts satisfactory to each.
The Authority may also carry or cause to be carried such other
insurance as is required by the Resolution.
All premiums and charges due and payable by Authority for all
of the aforesaid insurance shall be paid by the City in accordance
with the provisions of Section 4. Any such premium for a period partly
within such period shall be prorated.
At the option of the City, any insurance required of the Authority
hereunder may be provided by the City.
Notwithstanding the generality of the foregoing, the Authority
shall not be required to maintain or cause to be maintained any insur-
ance which is not available from reputable insurers on the open market
or more insurance than is specifically referred to above.
SECTION 9. Damage by Fire, Earthquake, Etc.
It is expressly understood and agreed that the rentals hereunder
shall become due only in consideration of the right to occupy and use
the Leased Premises from year to year, and, except as herein provided,
it is the repsonsibility of Authority to provide such right at all times.
In the event of destruction or damage to the Leased Premises
by fire or earthquake or other casualty or events so that they become
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wholly or partly unusable, Authority, at its option, may do either of
the following:
(1) Rebuild and repair the Leased Premises so that they shall
be restored to use, in which case this Sublease shall remain in full
force and effect. Any excess of insurance proceeds resulting
from such destruction or damage (other than business [rent]
interruption insurance) over the amount cxpended for such re-
pairing or rebuilding, shall be paid to City, or
(2) Declare this Sublease to City terminated and use any
money collected from insurance against the destruction of or dam-
age to the Leased Premises to the extent necessary to retire any
outstanding securities or any debts or liabilities which Authority
may have; provided, however, that if the Leased Premises can be
repaired or rebuilt within the period for which Authority has in-
surance against business (rent) interruption, and if Authority
shall have sufficient funds from the proceeds of insurance or
otherwise for the necessary repairing or rebuilding, Authority
shall not proceed under this option without the City's consent.
During such time as the Leased Premises are unusable, rent shall
cease. No further rental payments shall accrue until such Leased
Premises are again ready for occupancy and rental payments already
made, if any, shall be equitably abated and adjusted accordingly. In
the event of partial damage to, or destruction of, the Leased Premises,
so as to render a portion thereof unusable by City, such rental payments
(including those already made, if any) shall during the period of the
partial unusability of the Leased Premises be in an amount that
represents the fair market rental value of the remainder of the Leased
Premises usable by City.
. SECTION 10. Assignment, Fhlblease, Notes and Bonds.
Neither this Sublease nor any interest of the City herein shall,
at any time after the date hereof, without the prior written consent of
the Authority, be mortgaged, pledged, assigned or transferred by
City by voluntary act or by operation of law, or otherwise, except as
specifically provided herein. The City shall at all times remain liable
for the performance of the covenants and conditions on its part to be
performed, notwithstanding any assigning, transferring or subletting
which may be made. The City shall have the right to further sub-
lease or permit the use of all or any part of the Leased Premises, but
nothing herein contained shall be construed to relieve the City from
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its obligation to pay rental as provided in this Sublease or relieve the
City from any other obligations contained herein. The Authority
· shall issue its Notes and/or Bonds under and pursuant to the Resolu-
· tion. Should th!! Authority issue its Notes under and pursuant to the
· Resolution tllP provisions of this Sublease relating to the Bonds and
· the s!!enrity thereof, shall, unless the context oth!!rwise requires, b,;
· applicahle to the Notes and such provisions shall he construed as if the
· ddinition of "Bonds" included "Notes". Such Resolution shall operate
. as an assignlllPnt of the Snblease to the Trustee for financing purposes.
· TI1P Authority may provide for the execution of any and all instru-
· ments necessary and proper in connection therewith. ,Vhen!!ver in this
. Suhleas,' any consent or approval is required, the same shall not he
· ullreasonabl~' withheld. Any items h,'rein required or permitted to be
· done hy the Anthority, may, if so jlrovided under the Resolution, he
· performed b~' the Trust!!e tllPrmmdt'r.
SECTION 11. Eminent Domain
If the whole of the Leased Premises, or so much thereof as
to render the remainder unusable for the purposes for which the same
was constructed, shall he taken under the power of eminent domain,
then this Sublease shall terminate as of the day possession shall be so
taken. If less than the whole of the Leased Premises shall be taken
under the power of eminent domain, and the remainder is usable for the
Project purposes, then this Sublease 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, in which event
there shall he a partial ahatement of the rent hereunder in an amount
equivalent to the amount by which the annual payments of principal of,
and interest on, the outstanding Bonds of the Authority will be reduced
in any applicable year by the application of the award in eminent
domain to the call for redemption of outstanding Bonds.
Any award made in eminent domain proceedings for the tak.
ing or damaging of the Leased Premises in whole or in part shall
be paid to the Trustee for the direct benefit of the holders of the Bonds
and shall be used by the Trustee (together witb any other money which
shall be or may be made available for such purpose), to call, as nearly
as may be, a principal amount of bonds in each of the remaining ma-
turities so that as nearly as possible in the discretion of the 'l'rustee
equal annual payments of principal and interest on the outstanding
bonds remaining will be maintained after said call.
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In the event the amount so paid to the Trustee shall be more than
sufficient to retire the Bonds then outstanding any such excess shall
be paid hy the Trustee to the City.
SECTION 12. Right of Entry.
The Authority and its designated representatives shall have the
right to enter upon the Leased Premises during reasonable business
hours (and in emergencies at all times) (i) to inspect the same, (ii)
for any purpose connected with the Authority's rights or obligations
under this Sublease, or (iii) for all other lawful purposes.
SECTION 13. Liens.
Except for payments made or required to be made under the
Resolution, the City shall payor cause to he paid, when due, all sums
of money that may hecome due for, or purporting to be for, any labor,
services, materials, supplies or equipment alleged to have been fur-
nished or to be furnished to or for, in, upon or about the Leased
Premises and which may he secured by any mechanics', materialman's or
other lien against the Leased Premises, and/or the Authority's interest
therein, and shall cause each such lien to be fully discharged and
released; provided, however, that if the City and/or Authority de-
sires to contest any such lien, this may be done, and if such lien shall be
reduced to final judgment and such judgment or such process as
may be issued for the enforcement thereof, is not promptly stayed,
or if so stayed and said stay thereafter expires, then and in any such
event the City shall forthwith pay and discharge said judgment.
SECTION 14. Taxes.
The parties understand and agree that the Leased Premises con-
stitute public property free and exempt from all taxation; however,
the Authority agrees to take whatever steps may be necessary, upon
written request by the City, to contest any proposed tax or assess-
ment, or to take steps necessary to recover any tax or assessment paid.
The City agrees to reimburse the Authority for any and all costs
and expenses thus incurred by the Authority.
SECTION 15. Quiet Enjoyment.
The parties hereto mutually covenant and agree that the City, by
keeping and performing the covenants and agreements herein con-
tained, shall at all times during the term, peaceably and quietly, have,
hold and enjoy the Leased Premises.
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SECTION 16. Law Governing.
This Sublease is made in the State of California under the Con-
stitution and laws of such State and is to be so construed.
SECTION 17. Notices.
All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments or designations here-
under by either party to the other shall be in writing and shall be
sufficiently given and served upon the other party, if sent by United
States registered mail, rcturn receipt requested, postage prepaid and
addressed as follows:
City - City Clerk, City Hall, San Bernardino, California
Authority - Secretary of the Authority, c/o City Clerk, City
Hall, San Bernardino, California
SECTION 18. Waiver.
The waiver by the Authority of any breach by the City of any
term, covenant or condition hereof shall not operate as a waiver of
any subsequent breach of the same or any other term, covenant or
condition hereof.
SECTION ] 9. Defattlt by City.
If (a) City shall fail to pay any rental payable hereunder within
fifteen (15) days from the date such rental is payable, or (b) City
shall fail to keep any such other terms, covenants or conditions con-
tained herein for a period of twenty-five (25) days after written notice
thereof from Authority to City, or (c) City shall abandon or vacate
the premises, or (d) City's interest in this Sublease or any part thereof
shall be assigned or transferred without the written consent of Author-
ity, either voluntarily or by operation of law, or (e) City shall file any
petition or institute any proceedings wherein or whereby City asks or
seeks or prays to be adjudicated a bankrupt, or to be discharged from
any or all of its debts or obligations, or offers to City's creditors to
effect a composition or extension of time to pay City's debts, or asks,
seeks or prays for a reorganization or to effect a plan of reorganization,
or for a readjustment of City's debts, or for any other similar relief,
or (f) any such petition or any such proceedings of the same or similar
kind or character shall be filed, instituted or taken against City, then and
in any of such events City shall be deemed to be in default hereunder.
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If City should, after notice of such default, fail to remedy any
default with all reasonable dispatch, in not exceeding thirty (30) days,
then Authority shall have the right, at its option, without any further
demand or notice (i) to terminate this Sublease and to re-enter the
Leased Premises and eject all parties in possession thereof therefrom,
using all necessary force so to do, or (ii) to re-enter the Leased
Premises and eject all parties therefrom, using all necessary force so to
do, and, without terminating this Sublease, re-Iet the Leased Premises,
or any part thereof, as the agent and for the account of City upon
such terms and conditions as Authority may deem advisable, in which
event the rents received on such re-Ietting shall be applied first to the
expenses of re-Ietting and collection, including necessary renovation
and alteration of the Leased Premises, reasonable attorneys' fees,
and any real estate commissions actually paid, and thereafter toward
payment of all sums due or to become due to Authority hereunder, and
if a sufficient sum shall not be thus realized to pay such sums and other
charges, City shall pay Authority annually any cumulative net de-
ficiency existing on the date when Base Rental is due hereunder. The
foregoing remedies of Authority are in addition to and not exclusive
of any other remedy of Authority. Any such re-entry shall be allowed
by City without let or hindrance and Authority shall not be liable in
damages for any such re-entry or be guilty of trespass.
SECTION 20. N et-N et Lease.
This Sublease shall be deemed and construed to be a "net-net
lease" and the City hereby agrees that the rentals provided for
herein shall be an absolute net return to the Authority, free and clear
of any expenses, charges or set-offs whatsoever.
SECTION 21. Execution.
This Sublease may be simultaneously executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but all together shall constitute but one and the same Sublease,
and it is also understood and agreed that separate counterparts of
this Sublease may be separately executed by the Authority and the
City, all with the same full force and effect as though the same
counterpart had been executed simultaneously by both the Authority
and the City.
SECTION 22. Validity.
If anyone or more of the terms, provisions, promises, covenants
or conditions of this Sublease shall to any extent be adjudged invalid,
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unenforceable, void or voidable for any reason whatsoever by a court
of competent jurisdiction, each and all of the remaining terms, pro-
visions, promises, covenants and conditions of this Sublease shall not
be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.
If for any reason this Sublease shall be held by a court of com-
petent jurisdiction void, voidable, or unenforceable by the Authority
or by the City, or if for any reason it is held by such a court that the
covenants and conditions of the City hereunder, including the cove-
nant to pay rents hereunder, is unenforceable for the full term here-
under, then and in such event for and in consideration of the right of
the City to possess, occupy and use the Leased Premises, which right
in such event is hereby granted, this Sublease shall thereupon become,
and shall be deemed to be, a lease from year to year under which the
annual rentals herein specified will be paid by the City.
If the Controller and/or Treasurer of the Authority are substituted
for the Trustee pursuant to the Resolution, all references herein to
Trustee shall be deemed to mean Controller and/or Treasurer as the
case may be.
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IN WITNESS WHEREOF, the parties hereto have caused this Sublease
to be executed and attested by their proper officers thereunto duly
authorized, and their official seals to be hereto affixed, as of the day
and year first above written,
CITY OF SAN BERNARDINO
By
Mayor Pro Tempore
Attest:
By
City Clerk
(Seal)
SAN BERNARDINO CIVIC
CENTER AUTHORITY
By
President
Attest:
Secretary
(Seal)
I HEREBY ApPROVE the form and legality of the foregoing Sublease
this 4th day of May, 1970.
RALPH H. PRINCE
City Attorney and ex officio
Attorney for the San Bernardino
Civic Center Authority
By
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SAN BERNARDINO CIVIC CENTER AUTHORITY
EXHIBIT A
CITY HALL - EXHIBIT HALL SITE
All that real property in the City of San Bernardino, County of
San Bernardino, State of California, described as:
All that real property situated within Central City Project, Calif.
R-79 in the City of San Bernardino, County of San Bernardino, State of
California, described as follows:
That portion of Blocks 13 and 20, CITY OF SAN BERNARDINO
per Map recorded in Book 7, Page 1 of Maps in the Office of the Recorder
of said County and that portion of "3rd" Street as vacated by said City
of San Bernardino per Resolution No. 10192, recorded April 6, 1970, in
Book 7418, page 963, Official Records of said County described as
follows:
Commencing at the intersection of a line parallel with and distant
27.50 feet Easterly, measured at right angles, from the West line of said
Block 20 with a line parallel with and distant 45.25 feet Southerly,
measured at right angles from the centerline of Court Street, 56.00 feet
wide, as said centerline now exists; thence South 89055'49" East along
the last mentioned parallel line 196.84 feet; thence South 0004'11" West
210.00 feet to Point "A", being a point on a line parallel with and distant
210.00 feet Southerly, measured at right angles, from said last mentioned
parallel line, said point being the TRUE POINT OF BEGINNING:
thence
South 89055'49" East 35.88 feet; thence
South 0004'11" West 14.67 feet; thence
North 89055'49" West 25.50 feet; thence
South 0004'11" West 40.50 feet; thence
South 89055'49" East 217.29 feet; thence
South 0004'11" West 67.67 feet; thence
North 89055' 49" West 15.83 feet; thence
South 0004'11" West 15.75 feet; thence
North 89055'49" West 31.00 feet; thence
South 0004'11" West 6.17 feet; thence
North 89055'49" West 25.50 feet; thence
North 0004'11" East 21.92 feet; thence
North 89055'49" West 99.59 feet; thence
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5/25/70
South 0004'11" West 62.17 feet; thence
North 89055'49" West 15.50 feet; thence
South 0004'11" West 9.42 feet; thence
North 89055'49" West 14.50 feet; thence
South 0004'11" West 15.58 feet to a line parallel with and distant
420.00 feet Southerly, measured at right angles, from said last mentioned
parallel line ; thence North 89055' 49" West along said parallel line 15.25
feet; thence North 0004'11" East 60.00 feet to a line parallel with and
distant 360.00 feet Southerly, measured at right angles from said last
mentioned parallel line; thence North 89055'49" West along said parallel
line 163.04 feet; thence
North 0004'11" East 15.25 feet; thence
North 45004'11" East 11.78 feet; thence
North 0004'11" East 25.00 feet; thence
North 45004'11" East 11.79 feet; thence
North 0004'11" East 70.83 feet; thence
North 45004'11" East 11.78 feet; thence
North 0004'11" East 13.92 feet to a line that bears North 89055'49"
West from the point of Beginning; thence South 89055'49" East 127.54
feet to the TRUE POINT OF BEGINNING.
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EXHIBIT B
SAN BERNARDINO
CIVIC CENTER AUTHORITY
CIVIC CENTER FACILITIES REVENUE BONDS,
FIRST ISSUE OF 1970
Estimated Fund Requirements'
Total Project Cost
Cost of construction..h....................__.............. $ 4,500,000"
Estimated interest during construction
(2'l months) at 6.9%.......hhh.__...................
Estimated reserve fund......hh__h....................
Fees - architectural, financial, legal,
printing ..........h h.... ........h._____...........__............
Contingency.................._____.........h..................__..
Sub. TotaL...................h...___...................
Less: Estimated interest earnings 7%__........
Required Bond Issue........................h.
Total 0stimated interest at 7%..____.........h..____.
Total principaL........__.............h..........................
Total estimated bond service............
Less estimated interest earnings.....
Total estimated revenues required..
Total estimated base rental (29 years).........
Estimated annual base rentaL____.........____.......
794,000
489,000
547,000
50,000
$6,380,000
'l80,000
$6,000,000
$ 8,664,000
6,000,000
$14,664,000
794,000
$13,870,000
$14,181,000
$ 489,000
" This schedule is for the purpose of enabling the adjustment of Base Rental
to be made as is required by Section 4(f).
""This does not include the $410,000 direct contribution by the City of San
Bernardino into the Authority's Construction Fund.
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P. O. BOX 1312 . SAN BERNARDINO. CALIFORNIA 92401
JERRY T. WINSTEAD
CITY ADMINISTRATOR
Mayor
Members of the Common Council
Druscillo Seccombe. . . First Word
Edward S. Wheeler, Jr., Second Word
William Kotona . Third Ward
Robert l. Hammock Fourth Word
Alan E. Guhin .. . Fifth Ward
Norris Gregory, Jr. Sixfh Word
Russell E. lackner. Seventh Word
May 24, 1970
Honorable Mayor and
Members of the Common Council
Gentlemen:
Enclosed you will find the necessary documents to be ratified by
the Mayor and Common Council on May 25, 1970. These
documents are essential for the City to be in full compliance
with the Civic Center Authority's proposals for the $6,000,000
funding set for 2:00 p. m., May 25, 1970.
Mr. Warren Beebe of O'Melveny & Myers (City Bond Counsel)
has prepared this documentation together with allied resolutions.
Time limitations due to preparation and printing considerations
did not permit earlier delivery of this material as my office was
not in receipt of same until Sunday, May 24, 1970.
I would appreciate your bringing the enclosed documents with you
to the Council meeting on Monday, May 25, 1970.
Very truly yours,
hl1/~
JERRY T. WINSTEAD
CITY ADMINISTRATOR
JTW:rm
Enclosures
61