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RESOLUTION NO. 78
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION
OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREE-
MENT REIMBURSEMENT AGREEMENT AND DEED OF TRUST, APPROVING
FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF
PARTICIPATION WITH RESPECT TO MULTI-FAMILY RENTAL HOUSING
FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT),
AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
WHEREAS, The Redevelopment Agency of the City of Huntington Beach (the
"Agency") presently owns certain land located in a redevelopment project area
of the Agency; and
WHEREAS, the Agency proposes to construct multi-family housing facilities
on said land, to be known as the Emerald Cove Senior Citizens Housing Project,
and to lease all of said land and multi-family housing facilities (collec-
tively, the "Project") to the City pursuant to that certain Lease Agreement
dated as of May 1, 1984, by and between the City and the Agency (the "Lease
Agreement"); and
WHEREAS, the Agency proposes to finance all such acquisition and construc-
tion by assigning to First Interstate Bank of California, as trustee, (the
"Trustee") certain rights of the Agency under the Lease Agreement, pursuant to
that certain Assignment Agreement dated as of May 1, 1984, by and between
the Agency and the Trustee (the "Assignment Agreement"), and to enter into
that certain Trust Agreement dated as of May 1, 1984, (the "Trust Agree-
ment") whereby the Trustee agrees to execute and deliver certain Certificates
of Participation (the "Certificates") evidencing the proportionate interests
of the owners thereof in lease payments made by the City under the Lease
Agreement; and
WHEREAS, the Certificates are to be secured by an irrevocable letter of
credit issued by Golden State Sanwa Bank (the "Bank"), and the Bank has
requested that, as a condition of the issuance of such letter of credit, and
the Agency establish a lien on the Project for the benefit of the Trustee
pursuant to that certain Deed of Trust dated as of May 1, 1984 (the "Deed of
Trust"); and
WHEREAS, Stone & Youngberg (the "Underwriter") h:a's submitted an offer
to acquire the Certificates and has heretofore caused to be prepared a pre-
liminary Official Statement describing the Certificates; and
WHEREAS, the Agency has duly called and conducted a public hearing on the
proposed lease of the Project to the City pursuant to the Lease Agreement in
accordance with Section 33431 of the California Health and Safety Code, at
which hearing all interested parties were given an opportunity to be heard;
and
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Res . No. 78
WHEREAS, the Agency approves all of said transactions in furtherance of
the public purposes of the Agency;
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
Huntington Beach, as follows:
Section 1 : Lease Agreement. The Agency hereby approves the lease of the
Project by the Agency to the City pursuant to the Lease Agreement attached
hereto as Exhibit A.
Section 2: Trust Agreement and Assi nment Agreement. The Agency hereby
approves the Trust Agreement and the Assignment Agreement attached hereto as
Exhibit B.
Section 3: Deed of Trust. The Agency hereby approves the Deed of Trust
as attached hereto as Exhibit C.
Section 4: Sale of Certificates. The Agency hereby approves the sale of
the Certificates to the Un erwriter pursuant to that certain Contract of
Purchase in the form attached hereto as Exhibit E.
Section 5: Official Statement. The Agency hereby approves the Official
Statement describing the Certificates, attached hereto as Exhibit F.
Section 1: Official Actions, The Chairman, the Chief Executive Officer,
the Senior Commuity Development Specialist, the Chief of Administrative
Services, the Treasurer, the Secretary and any and all other officers of the
Agency are each authorized and directed in the name and on behalf of the
Agency to make any and all assignments, certificates, requisitions, agree-
ments, notices, consents, instruments of conveyance, warrants and other
documents, which they or any of them might deem necessary or appropriate in
order to consummate any of the transactions contemplated by the agreements and
documents approved pursuant to this Resolution.
Section 7: Effective Date. This Resolution shall take effect from and
after the date of its passage and adoption.
PASSED AND ADOPTED this 31st day of May 1984, by the following vote:
AYES: Pattinson, MacAllister, Thomas, Kelly, Finley
NOES: None
ABSENT: Bailey, mandic
ATTEST:
Agency Clerk hairper
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Res. No. 78
APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT:
Agency Co nse S— e ffelopment Coordinator
APPROVED AS TO FORM:
Special Legal Counse
APPROVED•
Chie xecutive Gfficer
Res. No. 78
The listed exhibits are located in the following file:
File No. 330.30, ID No. 2250
Revenue Bond-COP $4,600,000 Emerald Cove Senior
Citizens Housing Proj (Terry Park)-5/11/84 Lease
Agreement btwn Redevelopment Agency as Lessor and City
as Lessee File 1 of 2
Section 2: Trust A reement and Assi nment A reement. The Agency hereby
approves the Trust Agreementand the Assignment greement attached hereto as
Exhibit B.
Section 3: Deed of Trust. The Agency hereby approves the Deed of Trust
as attached hereto as Exhibit C.
Section 4: Sale of Certificates. The Agency hereby approves the sale of
the Certificates to the Un erwriter pursuant to that certain Contract of'
Purchase in the form attached hereto as Exhibit E.
Section 5: Official Statement. The Agency hereby approves the Official
Statement describing the Certificafes, attached hereto as Exhibit F.
1743F JHHW:CFA:dfd 01/06/84
Resolution No. 78, Exh. A 01/30/84
1/ /84
02/21/84
03/08/84
03/29/84
AFTER RECORDATION RETURN TO: 03/30/84
04/30/84
Jones Hall Hill & White, 05/18/84
A Professional Law Corporation 06/06/84
Four Embarcadero Center, Suite 1950 06/13/84
San Francisco, California 94111 :ld 06/14/84
Attention: Charles F. Adams 06/16/84
LEASE AGREEMENT
Dated as of May 1, 1984
by and between the
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, as Lessor
and the
CITY OF HUNTINGTON BEACH, as Lessee
This document is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Code
Sec. 6103 and should be recorded
tree of charge.
Res. No. 78, Exh. A
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND EXHIBITS
SECTION 1 .1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1 .2 Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1 Representations, Covenants and Warranties
ofthe City. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.2 Representations, Covenants and Warranties
of the Agency. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE III
DEPOSIT OF MONEYS; CONSTRUCTION OF THE PROJECT
SECTION 3.1 Deposit of Moneys. . . . .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 10
SECTION 3.2 Construction of the Project.. . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.3 Payment of Construction Costs. . . . . . . . . . . ... . . . . . : . . . . . 10
SECTION 3.4 Unexpended Proceeds. .. . . . . . . . . . . . . . ... . . . ... . . . . . . . . . . . 10
ARTICLE IV
AGREEMENT TO LEASE; TERMINATION OF
THIS LEASE; LEASE PAYMENTS; TITLE TO THE PROJECT
SECTION 4.1 Lease. . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . 12
SECTION 4.2 Term of Agreement. . . ... . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . 12
SECTION 4.3 Possession. . . . . . . . . . ... . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 12
SECTION 4.4 Lease Payments. . . . . . .. . . . . . . . . . . . . . . ... . . . . . . . . . . . 12
SECTION 4.5 Special Obligation; Limitation of Liability
to Revenues. . . . . . . ... . . . . . . . . . . . . . . . .. . . . . . . . . . . . 13
SECTION 4.6 Pledge and Assignment of Revenues; Creation
of Special Fund. . . .. . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . 14
SECTION 4.7 Quiet Enjoyment. . . . . .. . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . 14
SECTION 4.8 Title. . . . . . . . . . . . .. . . . . . . . . . . . . 14
SECTION 4.9 Additional Payments. ... . . . . . . . . . . . . . . . . . ... . . . . . .. . . . . 14
SECTION 4.10 Obligation to Post Letter of Credit. . . . . .... . . . . . . . . . . 15
SECTION 4.11 Rate Covenant. . . . . . . ... . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . 15
(i)
Res. No. 78, Exh. A
Page
ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
SECTION 5.1 Maintenance, Utilities, Taxes and Assessments. . . . . . . . . 16
SECTION 5.2 Modification of Projects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.3 Public Liability and Property Damage Insurance. . . . . . . . 17
SECTION 5.4 Fire and Extended Coverage Insurance. . . . . . . . . . . . . . . . . . 17
SECTION 5.5 Rental Interruption or Use and Occupancy Insurance. . . . 17
SECTION 5.6 Title Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.7 Insurance Net Proceeds; Form of Policies. . . . . . . . . . . . . . 18
SECTION 5.8 Installation of City's Equipment. . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.9 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.10 No Discrimination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.11 Project to be Rented to Lower-Income Tenants. . . . . . . . . . 19
ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN;
USE OF NET PROCEEDS
SECTION 6.1 Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.2 Application of Net Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS
SECTION 7.1 Disclaimer of Warranties. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 22
SECTION 7.2 Access to the Site and the Project. . . . . . . . . . . . . . . . . . . . 22
SECTION 7.3 Release and Indemnification Covenants. . . . . .. . . . . . . . . . . 22
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
SECTION 8.1 Assignment by the Agency. . . . . . . . . . . . . . . . . . .. . . . . . . . . . 23
SECTION 8.2 Assignment and Subleasing by the City. . . . . . . . . . . . . . . . 23
SECTION 8.3 Amendment of this Lease. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 23
(ii )
Res. No. 78
_ Page
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1 Events of Default Defined. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.2 Acceleration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 9.3 Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 9.4 No Remedy Exclusive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 9.5 Agreement to Pay Attorneys' Fees and Expenses. . . . . . . . . 27
SECTION 9.6 No Additional Waiver Implied by One Waiver. . . . . . . . . . . . 27
SECTION 9.7 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 9.8 Trustee and Certificate Owners to Exercise Rights. . . . . 27
SECTION 9.9 Liability Limited to Revenues. . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION 10.1 Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 10.2 Mandatory Purchase From Net Proceeds of Insurance
or Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE XI
MISCELLANEOUS
SECTION 11 .1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11 .2 Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11 .3 Severability. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 29
SECTION 11 .4 Net-net-net Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11 .5 Further Assurances and Corrective Instruments. . . . . . . . . 29
SECTION 11 .6 Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11 .7 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11 .8 Agency and City Representatives. . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11 .9 Captions. . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . 30
Exhibit A - Schedule of Lease Payments
Exhibit B - Legal Description of the Site
(iii)
t
Res. No. 78
LEASE AGREEMENT
THIS LEASE, dated for convenience as of May 1, 1984, by and between the
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and
politic duly organized and existing under the laws of the State of California, as
lessor (the "Agency"), and the CITY OF HUNTINGTON BEACH, a municipal corporation
and chartered city duly organized and existing under the constitution and laws of
said State, as lessee (the-"City");
WITNESSETH:
WHEREAS, the Agency presently owns certain land in the Talbert-Beach
Redevelopment Project Area within the City of Huntington Beach, on which the Agency
wishes to construct certain multifamily rental housing facilities; and
WHEREAS, in order to provide funds .to acquire and construct such multifamily
rental housing facilities the Agency has proposed to lease such multifamily rental
housing facilities to the City, and the City is authorized pursuant to the
constitution and laws of the State to enter into leasehold agreements for such
purposes; and
WHEREAS, the Agency will cause to be provided funds for the acquisition and
construction of such multifamily rental housing facilities to be leased pursuant to
this Lease;
NOW, THEREFORE, in consideration of the above premises and of the mutual
covenants hereinafter contained and for other good and valuable consideration, the
parties hereto agree as follows:
Res. No. 78
ARTICLE I
DEFINITIONS AND EXHIBITS
SECTION 1.1. Definitions. Unless the context otherwise requires, the terms
defined in this Section shall , for all purposes of this Lease Agreement have the
meanings herein specified.
"Agency" means the Redevelopment Agency of the City of Huntington Beach, a
public body corporate and -politic duly• organized and existing under and by virtue
of the laws of the State.
"Agency Representative" means the Chief Executive Officer, the Senior
Community Development Specialist or the Chief of Administrative Services of the
Agency, or any other person authorize&to act on behalf of the Agency under or with
respect to this Lease as evidenced by a resolution conferring such authorization
adopted by the Agency.
"Assignment Agreement" means the Assignment Agreement, dated as of May 1,
1984, by and between the Agency and the Trustee, together with any duly authorized
and executed amendments and supplements thereto.
"Bank" means Golden State Sanwa Bank, a California banking corporation, its
successors and assigns.
i
"Bank Representative" means the person or persons at the time designated by
the Bank by written certificate furnished to the Trustee containing the specimen
signatures of such person or persons and signed on behalf of the Bank by a Vice
President thereof. Such certificate may designate an alternate or alternates.
"Certificate of Completion" means, with respect to the. Project, a
certificate of an architect, approved by the Agency Representative and the Bank
Representative, stating that the acquisition, construction and improvement of the
Project have been completed substantially in accordance with the plans and
specifications therefor.
"Certificates of Participation" or "Certificates" means the $4,600,000
aggregate principal amount of Certificates of Participation (Emerald Cove Senior
Citizens Housing Project) to be executed and delivered pursuant to the Trust
Agreement.
"City" means the City of Huntington Beach, a municipal corporation and
chartered city duly organized and existing under the Constitution and laws of the
State.
"City Representative" means the City Administrator, the Senior Community
Development Specialist or the Chief of Administrative Services of the City or a
person authorized by the City Council of the City to act on behalf of the City under
or with respect to this Lease as evidenced by a resolution conferring such
authorization adopted by the City Council .
2
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Res. No. 78
"Closing Date" means the day when the Certificates of Participation, duly
executed by the Trustee, are delivered-to the Original Purchaser.
"Code" means the Internal Revenue Code of 1954, as amended. Each citation
to a provision of the Code shall include the regulations of the United States
Department of the Treasury promulgated from time to time under such provision.
"Completion Date" means the date on which the Agency files the Certificate
of Completion with the Trustee, the Bank and the City.
"Confirming Bank" means The Sanwa Bank, Limited, a Japanese banking
corporation, its successors and assigns.
"Confirming Letter of Credit" means the confirming letter of credit issued
by the Confirming Bank confirming the Letter of Credit, in substantially the form
attached as Exhibit B to the Reimbursement Agreement.
"Construction Costs" means all.. costs of acquiring the Site and
constructing, improving and equipping the Project thereon, including but not
limited to:
(i) all costs which the Agency shall be required to pay to any person
under the terms of any agreement for or relating to the acquisition of the Site
(including but not limited to relocation costs) or any portion thereof, and the
construction, improvement or equipping of the Project thereon;
(ii) obligations of the Agency incurred for labor and materials
(including obligations payable to the Agency for actual out-of-pocket expenses of
the Agency) in connection with the construction, improving or equipping of the
Project, including reimbursement to the Agency for all advances and payments made
in connection with the Project prior to or after delivery of the Certi.f i cates;
(iii) the cost of performance or other bonds and any and all types of
insurance that may be necessary or appropriate to have in effect during the course
of construction of the Project;
(iv) all costs of engineering and architectural services, including
the actual out-of-pocket costs of the Agency for test borings, surveys, estimates,
plans and specifications and preliminary investigations therefor, development
fees, sales commissions, and for supervising construction, as well as for the
performance of all other duties required by or consequent to the proper
acquisition, construction or improvement of�the Project; and
(v) any sums required to reimburse the Agency for advances made by the
Agency for any of the above items or for any other costs incurred and for work done
by the Agency which are properly chargeable to the acquisition of the Site or the
construction, improvement or equipping of the Project thereon.
"Construction Fund" means the fund by that name established and held by the
Trustee pursuant to Article III of the Trust Agreement.
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Res. No. 78
"Deed of Trust" means the Deed of Trust, Assignment of Rents and Security
Agreement dated as of May 1, 1980, executed and delivered by the Agency.
"Delivery Costs" means a'il items of expense directly or indirectly payable
by or reimbursable to the City or the Agency relating to the execution, sale and
delivery of this Lease Agreement or the Certificates, including but not limited to
filing and recording costs, settlement costs, printing costs, reproduction and
binding costs, initial origination fee of the Bank with respect to the Letter of
Credit, fees and charges of the Trustee, financing discounts, legal fees and
charges, initial Letter of Credit fee for the first annual period of the Letter of
Credit, insurance fees and charges, Agency and City travel expenses, California
Debt Advisory Commission reporting fee, fee for preparation of any legal investment
and blue sky memoranda, financial and other professional consultant fees, costs of
rating agencies or credit ratings, fees for execution, transportation and
safekeeping of the Certificates and charges and fees in connection with the
foregoing.
"Federal Securities" means any of the following which at the time of
investment are legal investments under the laws of the State for the moneys
proposed to be invested therein:
(a) direct general obligations of (including obligations issued or
held in book entry form on the books of the Department of the Treasury of the United
States of America), or obligations the payment of principal of and interest on
which are unconditionally guaranteed by, the United States of America; or
(b) bonds, ' debentures or notes or other evidence of indebtedness
payable in cash issued by one or a combination of any of the following: federal
agencies whose obligations represent the full faith and credit of the United States
of America; Export Import Bank of the United States, Federal Financing Bank,
Farmer' s Home Administration, Public Housing Authority, and Government National
Mortgage Association.
"Fiscal Year" means the twelve-month period beginning on July 1 in any year
and ending on June 30 in the following year.
"Independent Counsel" means an attorney duly admitted to the practice of law
before the highest court of the state in which such attorney maintains an office
and who is not an employee of the Agency, the Trustee, the Bank or the City.
"Insurance and Condemnation Fund" means the fund by' that name established
and held by the Trustee pursuant to Article VII of the Trust Agreement.
"Interest Reserve Fund" means the fund by that name established and held by
the Trustee pursuant to Article VI of the Trust Agreement.
"Interest Reserve Requirement" means, as of the date of calculation, an
amount equal to one hundred sixty days' interest with respect to the outstanding
Certificates.
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Res. No. 78
"Lease Agreement" or "Lease" means this Lease Agreement together with any
duly authorized and executed amendments or supplements hereto.
"Lease- Payment" means any payment required to be made by the City pursuant
to Section 4.4 of this Lease, as set forth in Exhibit A to this Lease.
"Lease Payment Fund" means the fund by that name established and held by the
Trustee pursuant to Article V of the Trust Agreement.
"Lease Payment Reserve Fund" means the fund by that name established and
held by the Trustee pursuant to Article VI of the Trust Agreement.
"Lease Payment Reserve Requirement" means, as of any date of calculation,
an amount equal to the sum of (a) the maximum monthly installment of the Lease
Payments thereafter payable by the City under the Lease Agreement, plus (b) the
amount (if any) theretofore transferred by-the Trustee from the Construction Fund
to the Lease Payment Reserve Fund pursuant to Section 3.03 of the Trust Agreement.
"Letter of Credit" means (i) the irrevocable standby letter of credit
issued by the Bank for the account of the_ City, to be held by the Trustee for the
benefit of the Certificate Owners, in substantially the form attached as Exhibit A
to the Reimbursement Agreement, and (ii) any letter of credit issued by a financial
institution in substitution for the letter of credit described in the preceding
clause (i).
"Letter of Credit Account" means the account by that name established and
held by the Trustee as an account within the Lease Payment Fund pursuant to Article
V of the Trust Agreement.
"Letter of Credit Fees" means the annual fee payable by the City to the Bank
pursuant to the Reimbursement Agreement in consideration -of the .issuance of the
Letter of Credit by the Bank.
"Lower—Income Tenants" means individuals of low or moderate income within
the meaning of Section 103(6)(12)(C) of the Code and the Regulations thereunder.
For this purpose the occupants of a unit shall not be considered to be of low or
moderate income if all of such occupants are students (as defined in Section
151(e)(4) of the Code), no one of whom is entitled to file a joint return under
Section 6013 of the Code.
"Net Proceeds" means any insurance proceeds or condemnation award in excess
of $50,000, paid with respect to the Project or the Site, to the extent remaining
after payment therefrom of all expenses incurred in the collection thereof.
"Original Purchaser" means Stone & Youngberg, as original purchaser of the
Certificates.
"Owner" or "Certificate Owner" or "Owner of a Certificate", or any similar
term, when used with respect to a Certificate means the person in whose name such
fully registered Certificate shall be registered.
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Res. No. 78
"Permitted Encumbrances" means, as of any particular time: (i) liens for
general ad valorem taxes and assessments, if any, not then delinquent, or which the
City may, pursuant to provisions of Article V hereof', permit to remain unpaid; (ii)
the Assignment Agreement; (iii) this Lease Agreement; (iv) any right or claim of
any mechanic, laborer, materialman, supplier or vendor filed or perfected in the
manner prescribed by law; (v) easements, rights of way, mineral rights, drilling
rights and other rights, reservations, covenants, conditions or restrictions which
exist of record as of the Closing Date and which the City certifies in writing will
not materially impair the use of the Site for the Project; (vi) the Deed of Trust;
and (vii) easements, rights of way, mineral rights, drilling rights and other
rights, reservations, covenants, conditions or restrictions established following
the date of recordation of this Lease and to which the Agency and the City consent
in writing.
"Project" means the multifamily rental housing improvements and all
property, improvements, equipment and facilities, including but not limited to
landscaping, utilities and other public improvements, to be constructed on the Site
from moneys deposited in the Construction Fund.
"Purchase Contract" means the Contract of Purchase dated as of May 31, 1984,
by and among the Original Purchaser, the City and the Trustee.
"Reimbursement Agreement" means the Letter of Credit and Reimbursement
Agreement dated as of May 1, 1984, by and between the City and the Bank, together
with any duly authorized and executed amendment thereto.
"Revenues" means the gross amount of (i) all rents, receipts, payments and
other income and revenue derived by the City with respect to, or otherwise derived
from, the operation of the Project, including all amounts paid to the City as a rent
subsidy by the City, the Agency or any other public agency, (ii) all amounts
derived with respect to the enforcement of the beneficiary's rights. under the Deed
of Trust, (iii) all Net Proceeds of insurance or condemnation awards with respect
to the Project, (iv) all amounts derived from the investment of funds held by the
Trustee under the Trust Agreement, and (v) any other amounts required hereunder or
under the Trust Agreement to be applied to the payment of the Lease Payments.
"Site" means all of that certain real property located in the City described
in Exhibit B hereto, on which the Project is to be situated.
"State" means the State of California.
"Term of this Lease" or "Term" means the time during which this Lease is in
effect, as provided for. in Section 4.2 hereof.
"Trust Agreement" means the agreement entitled "Trust Agreement" and dated
as of May 1, 1984, by and among the Trustee, the Agency and the City, together with
any duly authorized and executed amendment thereto.
"Trustee" means First Interstate Bank of California, or any successor
thereto acting as Trustee pursuant to the Trust Agreement.
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SECTION 1.2. Exhibits. The following Exhibits are attached to, and by
reference made a part of, this Lease:
Exhibit A: The schedule of Lease Payments to be paid by the City hereunder
with respect to the Site and the Project, showing the date and amount of each Lease
Payment.
Exhibit B: The description of the real property constituting the Site.
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ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City. The
City represents, covenants and warrants to the Agency as follows:
(a) Due Organization and Existence. The City is a municipal
corporation and chartered city duly organized and existing under the laws and
Constitution of the State.-
(b) Authorization. The Constitution and the laws of the State
authorize the City to enter into this Lease, the Trust Agreement, the Reimbursement
Agreement and to enter into the transactions contemplated by and to carry out its
obligations under all of the aforesaid Agreements, and the City has duly authorized
and executed all of the aforesaid Agreements.
(c) No Violations. Neither the execution and delivery of this Lease,
the Trust Agreement, the Reimbursement Agreement, nor the fulfillment of or
compliance with the terms and conditions hereof or thereof, nor the consummation of
the transactions contemplated hereby or thereby, conflicts with or results in a
breach of the terms, conditions or provisions of any restriction or any- agreement
or instrument to which the City is now a party or by which the City is bound, or
constitutes a default under any of the faregoing, or results in the creation or
imposition of any lien, charge or encumbrances whatsoever upon any of the property
or assets of the City, or upon the Site or the Project, except Permitted
Encumbrances.
(d) Execution and Delivery. The City has duly authorized and executed
this Lease in accordance with the laws of the State.
SECTION 2.2. Representations, Covenants and Warranties of Agency. The
Agency represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The Agency is a public body
corporate and politic duly organized and existing under and by virtue of the
Community Redevelopment Law of the State (constituting Part 1 of Division 24 of the
Health and Safety Code of the State); has power to enter into this Lease, the
Assignment Agreement, the Trust Agreement and the Deed of Trust; is possessed of
full power-to own and hold real and personal property, and to lease and sell the
same; and has duly authorized the execution and delivery of all of the aforesaid
Agreements.
(b) No Encumbrances. The Agency will not pledge the Lease Payments or
other amounts derived from the Project or the Site and from its other rights under
this Lease, and will not mortgage or encumber the Project or the Site, except as
provided under the terms of this Lease and the Trust Agreement.
(c) No Violations. Neither the execution and delivery of this Lease,
the Assignment Agreement, the Trust Agreement or the Deed of Trust, nor. the
fulfillment of or compliance with the terms and conditions hereof or thereof, nor
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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 Agency is now a -party or by which the
Agency is bound, or constitutes a default under any of the foregoing, or results in
the creation or imposition -of any lien, charge or encumbrance whatsoever upon any
of the property or assets of the Agency, or upon the Project or the Site, except
Permitted Encumbrances.
(d) No Assignments. Except as provided herein, the Agency will not
assign this Lease, 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.
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ARTICLE III
DEPOSIT OF MONEYS; CONSTRUCTION
OF THE PROJECT
SECTION 3.1. Deposit of Moneys. On the Closing Date, the Agency shall cause
to be deposited with the Trustee the proceeds of sale of the Certificates, subject
to the terms of the Purchase Contract. Pursuant to the Trust Agreement, the
Interest Reserve Requirement shall be deposited by the Trustee in the Interest
Reserve Fund; the Lease Payment Reserve Requirement shall be deposited in the Lease
Payment Reserve Fund; the Lease Payment of advance rental payable by the City
hereunder shall be deposited by the Trustee in the Lease Payment Fund; and the
remaining balance of said amount shall be deposited by the Trustee in the
Construction Fund.
SECTION 3.2. Construction of the Project. The Agency hereby agrees to
supervise and provide for, or cause to be supervised and provided for, the complete
construction, improvement and equipping of the Project on the Site, and will cause
the same to be diligently performed after the deposit of funds with the Trustee
pursuant to Section 3.1 . The Agency agrees that the Bank shall also have the right
to supervise construction in accordance with the customary construction lending
practices of the Bank. The Agency will use its best efforts to ensure that the
construction, improvement and equipping of the Project on the Site, will be
substantially completed in accordance with plans and specifications approved by the
Agency on or prior to June 1, 1985. The City agrees that upon substantial
completion of any portion of the Project it will take possession of that portion of
such portion of the Project under the terms and provisions of this Lease.
Upon completion of the Project satisfactory to the City and the Agency, but
in any event not later than thirty (30) days following completion of such
construction, the City shall deliver to the Trustee and the• Bank the Certificate of
Completion.
If the Agency, for any reason whatsoever, cannot deliver the possession of
the Project and the Site to the City by June 1, 1985, this Lease shall not be void
or voidable, nor shall the Agency be liable to the City for any loss or damage
resulting therefrom, nor shall there be any reduction in or postponement of the
payment by the City of the Lease Payments pursuant to Section 4.4 hereof.
The Agency makes no representation or warranty herein that the amounts
deposited into the Constructin Fund are or will be sufficient to pay when due all
Construction Costs and to complete the construction, improvement and equipping of
the Project.
SECTION 3.3. Payment of Construction Costs. Payment of the Construction
Costs shall be made from the moneys deposited with the Trustee in the Construction
Fund as provided in Section 3.1 hereof, which shall be disbursed for this purpose
in accordance and upon compliance with Article III of the Trust Agreement.
SECTION 3.4. Unexpended Proceeds. All excess moneys remaining in the
Construction Fund and not required for payment of Delivery Costs and Construction
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Costs shall be transferred by the Trustee to the Lease Payment Reserve Fund
pursuant to and in accordance with Section 3.03 of the Trust Agreement.
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ARTICLE IV
AGREEMENT TO LEASE; TERMINATION OF
THIS LEASE; LEASE PAYMENTS; TITLE TO THE PROJECT
SECTION 4.1. Lease. The Agency hereby leases the Project and the Site to
the City, and the City hereby leases the Project and the Site from the Agency, upon
the terms and conditions set forth in this Lease.
SECTION 4.2. Term- of Agreement. The Term of this Lease shall commence on
the date hereof, and shall end one hundred forty (140) days after June 1, 1994,
unless such term is extended as hereinafter provided. If on the date one hundred
forty (140) days after June 1, 1994, the Trust Agreement 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 this Lease shall be extended until the
date on which the Trust Agreement shall be discharged by its terms. If prior to
June 1, 1994, the Trust Agreement shall be discharged by its terms, the Term of this
Lease shall thereupon end. Notwithstanding the foregoing, however, the City shall
have the right, in its sole discretion, to extend the Term of this Lease for one or
two additional five year periods upon written notice delivered to the Agency prior
to the commencement of any such period. Nothing herein is intended or shall be
construed to prohibit the City and the Agency from agreeing to any other extension
of the Term of this Lease at any time prior to the execution and delivery hereof by
the parties hereto.
SECTION 4.3. Possession. It is contemplated that the City will take
possession of the Project and the Site on or before June 1, 1985, and the first
Lease Payment (other than the Lease Payment of advance rental payable as provided
in Exhibit A) shall be the Lease Payment due and payable on June 1, 1985. If the
construction, improvement and equipping of the Project or portion thereof shall be
substantially completed before June 1, 1985, the City shall take possession of the
Project or such portion thereof and the Site upon the substantial completion
thereof. As provided in Section 3.2, if the Project shall not be substantially
completed by the Agency on or before June 1, 1985, there shall be no abatement of
the Lease Payments whatsoever.
SECTION 4.4. Lease Payments.
(a) Obligation to Pay. The City agrees to pay to the Agency, its
successors and assigns, as rental for the use and occupancy of the Project and the
Site, but only from the Revenues as hereinafter provided, the semiannual Lease
Payments (denominated into components of principal and interest) for the Project
and the Site in the amounts specified in Exhibit A. The interest components of the
Lease Payments shall be due and payable in consecutive monthly installments of
$36,416.67 each on the first day of each month beginning June 1, 1985, and
continuing to and including May 1, 1994. The principal component of the Lease
Payments shall be due and payable on May 1, 1994. Any amount held in the Lease
Payment Fund on any Lease Payment date (other than amounts resulting from the
prepayment of the Lease Payments in part but not in whole pursuant to Article X and
other amounts required for payment of past due principal or interest with respect
to any Certificates not presented for payment) shall be credited towards the Lease
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Payments then due and payable; and no Lease Payment need be made on any Lease
Payment date if the amounts then held in the Lease Payment Fund are at least equal
to the Lease Payment then required to be paid. All Lease Payments payable in any
Fiscal Year- (other than the first Lease Payment of advance rental) shall be for the
use of the Project and the Site for such Fiscal Year.
(b) Effect of Prepayment. In the event that the City prepays all
remaining Lease Payments in full pursuant to Article X, the City's obligations
under this Lease shall cease and terminate on the date one hundred forty (140) days
after the date of such prepayment in full , including but not limited to the City's
obligation to pay Lease Payments under this Section. In the event the City prepays
less than all of the remaining principal components of the Lease Payments pursuant
to Section 10.2, the principal components of the remaining Lease Payments shall be
reduced such that approximately equal Lease Payments prevail , corresponding on an
annual basis to the prevailing annual payments of principal with respect to the
outstanding Certificates; and the interest -component of each subsequent remaining
Lease Payment shall be reduced by the aggregate corresponding amount of interest
which would otherwise be payable with respect to the Certificates redeemed as a
result of such prepayment.
(c) Fair Rental Value. The Lease Payments for the Project and the Site
for each Fiscal Year during the Term of this Lease shall constitute the total
rental for the Project and the Site for such Fiscal Year, and shall be paid by the
City in each Fiscal Year for and in consideration of the right of the use and
occupancy of, and the continued quiet use and enjoyment of the Project and the Site
during each Fiscal Year for which said Lease Payments are to be paid. The parties
hereto have agreed and determined that the total Lease Payments for the Project and
the Site do not exceed the fair rental value of such Project and such Site. In
making such determination, consideration has been given to the appraised value of
the Project and the Site, other obligations of the parties under this Lease, the
uses and purposes which may be served by the Project and •the benefits therefrom
which will accrue to the City and the general public.
(d) Assignment. The City understands and agrees that all Lease
Payments have been assigned by the Agency to the Trustee in trust, pursuant to the
Assignment Agreement, for the benefit of the Owners of the Certificates, and the
City hereby assents to such assignment. The Agency hereby directs the City, and
the City hereby agrees, to pay to the Trustee at the Trustee's principal corporate
trust office in Los Angeles, California, or to the Trustee at such other place as
the Trustee shall direct in writing, all payments' payable by the City pursuant to
this Section 4.4 and all amounts payable by the City pursuant to Article X.
SECTION 4.5. Special Obligation; Limitation of Liability to Revenues. The
City' s obligations under this Lease Agreement shall be special obligations limited "
solely to the Revenues. Under no circumstances shall the City be required to
advance any moneys derived from any source of income other than the Revenues for
the payment of any of the City's obligations hereunder, nor shall any other funds
or property of the City be liable in any manner whatsoever for the payment of the
Lease Payments or any other amounts required to be paid hereunder.
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Subject to the first paragraph of this Section 4.5, the City's obligation to
pay Lease Payments from Revenues and observe the other agreements on its part
contained in this Agreement shall be absolute and unconditional . Until such time
as -all Lease- Payments have been fully paid, the City (i) will not suspend or
discontinue paying the Lease Payments when due, (ii) will perform and observe all
of its other agreements contained in this Agreement, and (iii) will not terminate
this Agreement for any cause, including, without limiting the generality of the
foregoing, failure to complete the Project, any acts or circumstances that may
constitute failure of consideration, ' destruction of or .damage to the Project,
commercial frustration of- purpose, any change in the laws of the United States of
America or of the State of California or any failure of the Trustee or the Agency to
perform and observe any agreement, whether express or implied, or any duty,
liability or obligation arising out of or connected with this Agreement.
SECTION 4.6. Pledge and Assignment of Revenues; Creation of Special
Fund. All Revenues shall be applied to the-obligations of the City hereunder. The
City hereby pledges all of the Revenues irrevocably to the payment of the Lease
Payments and other amounts required to be paid by the City hereunder or under the
Trust Agreement or the Reimbursement Agreement; and the Revenues shall not be used
for any other purpose prior to payment i.n full (or provision for such payment as
provided in Section 10.1) of the Lease :Payments. The City shall establish a
special fund into which all Revenues received by the City shall be deposited. Said
special fund shall be maintained by the City, separate and apart from all other
funds of the City, at all times prior td payment in full (or provision for such
payment as provided in Section 10.1) of they Lease Payments, to be disbursed for the
purposes set forth herein and in the Trust Agreement and the Reimbursement
Agreement. So long as the City is not in default hereunder or under the Trust
Agreement or the Reimbursement Agreement, any amounts in such special fund may at
the election of the City also be applied to subsidize any portion of the rents
charged to any Lower-Income Tenant of the Project.
SECTION 4.7. Quiet Enjoyment. During the Term of this Lease, the Agency
shall provide the City with quiet use and enjoyment of the Project and the Site, and
the City shall during such Term peaceably and quietly have and hold and enjoy the
Project and the Site, without suit, trouble or hindrance from the Agency, except as
expressly set forth in this Lease. The Agency wi11 , 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 Agency may lawfully do so.
Notwithstanding the foregoing, the Agency shall have the right to inspect the
Project and the Site as provided in Section 7.2.
SECTION 4.8 Title. During the Term of this Lease, the Agency shall hold
title to the Project and the Site and any and all additions which comprise
fixtures, repairs, replacements or modifications thereof, except for those
fixtures, repairs, replacements or modifications which are added to the Project or
the Site by the City and which may be removed without damaging the Project and
except for any items added to the Project or the Site by the City pursuant to
Section 5.8 hereof. Upon termination of this Lease (and any renewals of the term
hereof) pursuant to Section 4.2 or Section 4.4(b), all right, title and interest of
the Agency in and to the Project and the Site shall be transferred to and vested in
the City, without the necessity for any further instrument of transfer.
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SECTION 4.9. Additional Payments. In addition to the Lease Payments, the
City shall pay when due all of the Letter of Credit Fees and all costs and expenses
incurred by the Agency to comply with the provisions of the Trust Agreement,
including without limitation compensation due to the Trustee and all costs and
expenses of auditors, engineers and accountants, but excluding Delivery Costs
(which shall be paid by the Agency from moneys deposited in the Construction Fund).
SECTION 4.10. Obligation to Post Letter of Credit. The City hereby agrees
to post the Letter of Credit and the Confirming Letter of Credit with the Trustee on
or before the Closing Date. The Letter of Credit and the Confirming Letter of
Credit shall be held and drawn upon, and the proceeds thereof applied, as set forth
in the Trust Agreement.
SECTION 4.11. Rate Covenant. The'City will , at all times prior to payment
in full (or provision for such payment as provided in Section 10.1) of the Lease
Payments, fix, prescribe and collect rents and charges in connection with the
Project in each Fiscal Year so as to yield Revenues which, together with other
amounts reasonably estimated by the City -to be available for payment of the Lease
Payments in such Fiscal Year (including but not limited to amounts derived from the
investment of funds under the Trust Agreement), and after making reasonable
allowances for contingencies and error in the estimates, are at least equal to the
sum of (1) all maintenance and operation costs of the Project for such Fiscal Year,
plus (2) all Letter of Credit Fees due and payable during such Fiscal Year, plus (3)
one hundred ten percent (110%) of the aggregate amount of Lease Payments coming due
and payable during such Fiscal Year.
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ARTICLE V
MAINTENANCE; SAXES; INSURANCE; AND OTHER MATTERS
SECTION 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout
the Term of this Lease, as part of the consideration for the rental of the Project
and the Site, all improvement, repair and maintenance of the Project and the Site
shall be the responsibility of the City, and the City shall pay for or otherwise
arrange for the payment of all utility services supplied to the Project and the
Site, 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 Project and the Site resulting from ordinary wear and tear or want of care on
the part of the City. In exchange for the Lease Payments herein provided, the
Agency agrees to provide only the Project and the Site, 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.
The City shall also pay or cause to be paid all taxes and assessments of any
type or nature charged to the Agency or the City affecting the Project and the Site
or the respective interests or estates therein (including but not limited to any
possessory interest tax); provided that with, respect to special assessments or
other governmental charges that may lawfully be paid in installments over a period
of years, the City shall be obligated to pay only such installments as are required
to be paid during the Term of this Lease as and when the same become due. Nothing
herein is intended or shall be construed in any way to impair the ability of the
City to contest any such taxes, assessments or charges.
SECTION 5.2. Modification of Project. The City shall , at its own expense,
have the right to remodel the Project or to make additions, modifications and
improvements to the Project and the Site; provided, however, that 'fn the case of
any such additions, modifications and improvements the contract cost of which
exceeds $25,000, all such additions, modifications and improvements shall
thereafter comprise part of the Project and the Site and be subject to the prior
written approval of the Bank Representative and shall be subject to the provisions
of this Lease. Such additions, modifications and improvements shall not in any way
damage the Project or cause it to be used for purposes other than those authorized
under the provisions of state and federal law; and the Project and the Site, upon
completion of any additions, modifications and improvements made thereto pursuant
to this Section, shall be of a value which is not substantially less than the value
of the Project and the Site 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 Project or the Site 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; provided that if any such lien is established and the Agency shall' be
notified of the City's intention to do so, the City may in good faith contest any
lien filed or established against the Project or the Site, and in such event may
permit the items so contested to remain undischarged and unsatisfied during the
period of such contest and any appeal therefrom and shall provide the Agency with
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full security against any loss or forfeiture which might arise from the nonpayment
of any such item, in form satisfactory to the Agency. The Agency will cooperate
fully in any such contest, upon the request and at the expense of the City.
SECTION 5.3. Public Liability and Property Damage Insurance. The City
shall maintain or cause to be maintained, throughout the Term of this Lease, a
standard comprehensive general insurance policy or policies in protection of the
City, its members, officers, agents and employees, the Agency, its members,
officers, agents and employees, and the Trustee. 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 construction or operation of the Project. 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 cr
deaths of two or more persons in each accident or event, and in a minimum amount of
$150,000 for damage to property resulting from each accident or event, in each case
subject to a deductible clause of not to exceed $25,000. 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 of or in conjunction with any other liability insurance coverage
carried by the City, and may be maintained in the form of self-insurance or self-
insured retention 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 net proceeds of such insurance shall have been paid.
SECTION 5.4. Fire and Extended Coverage Insurance. The City shall procure
and maintain, or cause to be procured and maintained, upon completion of the
Project and thereafter throughout .the Term of this Agreement, insurance against
loss or damage to any structures constituting any part of the Project 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 100% of the replacement cost of the Project (except that such
insurance may be subject to deductible clauses of not to exceed $100,000 for any
one loss). Such insurance may be maintained as part of or in conjunction with arty,
other fire and extended coverage insurance carried or required to be carried by the
City and may be maintained 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).
SECTION 5.5. Rental Interruption or Use and Occupancy Insurance. The City
shall procure and maintain, upon completion of the Project and thereafter through
the Term of this Agreement, rental interruption or use and occupancy insurance to
cover loss, total or partial , of the use of any structures constituting any part of
the Project as a result of any of the hazards covered in the insurance required by
Section 5.4 hereof, in an amount sufficient to pay the aggregate Lease Payments
required to be paid in any future twelve-month period in which such aggregate Lease
Payments are the greatest. The Net Proceeds of such insurance shall be paid to the
Trustee and deposited in the Lease Payment Fund, and shall be credited towards the
payment of the Lease Payments in the order in which such Lease Payments come due and
payable.
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SECTION 5.6. Title Insurance. The City shall provide, at its own expense,
on or before the Closing Date, an ALTA title insurarr:e policy in form satisfactory
to the Trustee and the Bank and in the amount of not less than Four Million Six
Hundred Thousand Dollars ($4,600,000) , insuring the Agency' s fee title to and the
City' s leasehold estate in the Site, subject only to Permitted Encumbrances. All
Net Proceeds received under said policy shall be deposited with the Trustee in the
Lease Payment Fund and shall be credited towards the prepayment of the remaining
Lease Payments pursuant to Section 10.2.
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 for the benefit of the
Certificate Owners. All policies of insurance required by this Lease and any
statements of self-insurance shall be in form satisfactory to the Trustee. The
City shall pay or cause to be paid when due the premiums for all insurance policies
required by this Lease, and shall promptly furnish or cause to be furnished
evidence of such payments to the Trustee. All such policies shall provide that the
Trustee shall be given thirty (30) days' notice of each expiration, any intended
cancellation thereof or reduction of the coverage provided thereby. The Trustee
shall not be responsible for the sufficiency of any insurance herein required and
shall be fully protected in accepting payment on account of such insurance or any
adjustment, compromise or settlement of any loss agreed to by the Trustee. The
City shall cause to be delivered to the Trustee annually evidence satisfactory to
the Trustee that the insurance policies required by this Lease are in full force
and effect.
SECTION 5.8. Installation of City' s Equipment. The City may at any time and
from time to time, in its sole discretion and at its own expense, install or permit
to be installed other items of equipment or other personal property in or upon the
Project and the Site. All such items shall remain the sole property of such party,
in which neither the Agency nor the Trustee shall have any interest, and may be
modified or removed by such party at any time provided that such party shall repair
and restore any and all damage to the Project resulting from the installation,
modification or removal of any such items. Nothing in this Lease shall prevent the
City from purchasing items to be installed pursuant to this Section under a
conditional sale or lease purchase contract, or subject to a vendor's lien or
security agreement, as security for the unpaid portion of the purchase price
thereof, provided that no such lien or security interest shall attach to any part
of the Project or the Site.
SECTION 5.9. Liens. Except as permitted by Section 5.2, 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 Project or the
Site, other than the respective rights of the Agency and the City as herein
provided and Permitted Encumbrances. Except as expressly provided in this Article,
the City shall promptly, at its own expense (but subject to the provisions of
Section 4.5), 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.
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SECTION 5.10. No Discrimination. The City shall refrain from restricting
the rental , sale or lease of the Project or the Site on the basis of race, color,
creed, religion, sex, marital status, national origin or an_trstry of any person.
All deeds, -leases or contracts hereinafter executed by the City with respect to the
Project and the Site or any portion thereof shall contain and be subject to the
following nondiscrimination and nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for itself, its
heirs, executors, administrators and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any
person or group of persons on account of race, color, creed, religion, sex, marital
status, national origin or ancestry in the sale, lease, sublease, transfer,
development, use, occupancy, tenure or enjoyment of the premises herein conveyed,
nor shall the grantee itself or any person claiming under or through it establish
or permit any such practice or practices of discrimination or segregation with
reference to the selection, location number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the premises herein conveyed. The foregoing
covenants shall run with the premises."
(b) In leases: "The lessee, herein covenants by and for itself, its
heirs, executors, administrators and assigns, and all persons claiming under or
through them and this lease is made and accepted upon and subject to the following
conditions: That there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital
status, national origin or ancestry in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee
itself, or any person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or
segregation of any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee itself or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the premises herein conveyed. This provisions
shall be binding upon and shall obligate the parties hereto and any assignee or
other transferee under this Lease agreement."
SECTION 5.11. Project to be Rented to Lower-Income Tenants. The City
hereby agrees that from and after the Completion Date and thereafter throughout the
Term of this Lease, at least fifty percent (50%) of the completed dwelling units in
the Project shall be occupied by Lower-Income Tenants; provided, however, that
nothing herein shall prohibit the City from renting any of such units to a person or
family other than a Lower-Income Tenant so long as (a) such unit is rented on a
month-to-month basis, and (b) the City uses its best efforts to secure a Lower-
Income Tenant to occupy such unit at the first available time. In addition, the
City shall use its best efforts to ensure that from and after the Completion Date
19
Res. No. 78
and thereafter throughout the Term of this Lease, all of the completed dwelling
units in the Project shall be occupied by Lower-Income Tenants. The requirements
of this Section 5.12 shall be effective only during the Term -of this Lease and shall
not remain effective for any period during which the Project shall be subleased by
the City pursuant to Section 8.2 hereof.
20
Res. No. 78
ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN;-
USE OF NET PROCEEDS
SECTION 6.1. Eminent Domain. If the Project and the Site, or any portion
thereof, shall be taken permanently under the power of eminent domain, (1) this
Lease 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 no abatement, reduction. or postponement of Lease Payments except as
may result from the application of the Net Proceeds of any eminent domain award to
the prepayment of the Lease Payments under Section 10.2. The City hereby agrees
not to enter into or agree to enter into any agreement in settlement of any eminent
domain proceedings without the prior written consent of the Bank thereto.
SECTION 6.2. Application of Net Proceeds. The Net Proceeds of any
insurance award resulting from any damage to or destruction of the Project by fire
or other casualty,• and the Net Proceeds of any eminent domain award, shall be
deposited in the Insurance and Condemnation Fund by the Trustee promptly upon
receipt thereof and, if the City determines that the replacement, repair,
restoration, modification or improvement of the Project is not economically
feasible or in the best interest of the City, then such Net Proceeds shall be
promptly transferred by the Trustee to the Lease Payment Fund and applied as
provided in Section 10.2. All Net Proceeds deposited in the Insurance and
Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied
(subject to all applicable requirements of law) to the prompt replacement, repair,
restoration, modification or improvement of the Project by the City, upon receipt
of a requisition acceptable to the Trustee signed by the City Representative and
countersigned by the Bank Representative, stating with respect to each payment to
be made (i) the requisition number, (ii) the name and address of the person, firm or
corporation to whom payment is due, (iii) the amount to be paid and,(iv) that each
obligation mentioned therein has been properly incurred, is a proper charge against
the Insurance and Condemnation . Fund, has not been the basis of any previous
withdrawal , and specifying in reasonable detail the nature of the obligation,
accompanied by a bill or a statement of account for such obligation. Any balance 'of
the Net Proceeds remaining after such work has been completed shall be paid to the
City.
21
Res. No. 78
ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS
SECTION 7.1. Disclaimer of Warranties. THE AGENCY MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE
CONTEMPLATED BY THE CITY OF THE PROJECT OR THE SITE OR ANY ITEM THEREOF, OR ANY
OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT OR THE SITE OR ANY
ITEM THEREOF. IN NO EVENT SHALL THE AGENCY BE LIABLE FOR INCIDENTAL, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS LEASE
OR THE TRUST AGREEMENT FOR THE EXISTENCE,- FURNISHING, FUNCTIONING OR CITY'S USE OF
THE PROJECT OR THE SITE.
SECTION 7.2. Access to the Site and the Project. The City agrees that the
Agency, any Agency Representative and the-Agency's successors or assigns,and the
Bank, any Bank Representative and the Bank's successors or assigns, shall have the
right at all reasonable times to enter upon and to examine and inspect the Project
and the Site. The City further agrees that the Agency, the Bank, any such
Representative, and the Agency' s and the Bank' s successors or assigns shall have
such rights of access to the Project and the Site as may be reasonably necessary to
cause the proper maintenance of the Project and the Site in the event of failure by
the City to perform its obligations hereunder.
SECTION 7.3. Release and Indemnificiation Covenants. The City shall and
hereby agrees to indemnify and save the Agency 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 or the Site 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, (iii) any act or
negligence of the City or of any of its agents, contractors., servants employees or
licensees with respect to the Project or the Site, (iv) any act or negligence of any
assignee or sublessee of the City with respect to the Project or the *Site, or (v)
the construction and acquisition of the Project or the authorization of payment of
the Construction Costs by the Agency. No indemnification is made under this
Section or elsewhere in this Lease for willful misconduct, negligence, or breach of
duty under this Lease Agreement by the Agency, its officers, agents, employees,
successors or assigns.
22
Res. No. 78
ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT-
SECTION 8.1. Assignment by the Agency. The Agency' s rights under this
Lease, including the right to receive and enforce payment of the Lease Payments to
be made by the City hereunder have been assigned to the Trustee pursuant to the
Assignment Agreement, to which assignment the City hereby consents.
SECTION 8.2. Assignment and Subleasing by the City. This Lease may not be
assigned by the City. The City and the Agency agree that units within the Project
are intended to be leased or rented for individual tenant use, in accordance with
Section 5.12 hereof, and nothing in this Lease is intended or shall be construed to
prohibit or restrict such leasing or renting by the City in accordance with Section
5.12 hereof. Except for such tenant use, the Project and the Site may be subleased
in whole or in part by the City but only with the written consent of the Agency
Representative and the Bank Representative, and subject to all of the following
conditions:
(i) This Lease and the obligation of the City to make Lease Payments
hereunder shall remain obligations of the City; and
(ii) The City shall , within thirty (30) days after the delivery thereof,
furnish or cause to be furnished to the Agency, the Bank and the Trustee a
true and complete copy of such sublease; and
(iii) No such sublease by the City shall cause the Project or the Site to be
used for a purpose other than a governmental or proprietary function
authorized under the provisions of the Constitution and laws of the State;
and-
(iv) The City shall furnish the Agency, the Bank and the Trustee with a
written opinion of nationally-recognized bond counsel , with respect to any
such sublease, stating that such sublease shall not cause the interest
components of the Lease Payments to become subject to federal or State
personal income taxes.
SECTION 8.3. Amendment of this Lease.
(a) Amendment for Additional Financing. 'This Lease may be amended by
the parties hereto at any time during the Term of this Lease, with the prior written
consent of the Bank (but only under the circumstances described in Section 5.2(b)
of the Reimbursement Agreement) but without the consent of the Trustee or the
Owners of the Certificates, for the purpose of providing for the acquisition,
construction or improvement of additional improvements to the Project; provided,
however, that (1) no event of default under and as defined in this Lease shall have
occurred and be continuing, (2) an executed copy of any such amendment shall be
filed with the Trustee and the Bank promptly following the execution and delivery
thereof by the parties thereto, and (3) additional certificates of participation
meeting the requirements of Section 2.13 of the Trust Agreement shall be executed
and delivered evidencing proportionate interests of the owners thereof in such
23
Res. No. 78
additional Lease Payments, pursuant to an amendment to the Trust Agreement or a new
agreement an executed copy of which shall be filed with the Trustee and the Bank
promptly following the execution and delivery thereof by the parties thereto.
(b) Generally. Except as provided in clause (a) of this Section,
without the written consent of the Trustee and (under the circumstances set forth
in Section 5.2(b) of the Reimbursement Agreement) the Bank, the City will not
alter, modify or cancel , or agree or consent to alter, modify or cancel this Lease,
excepting only as such alteration or modification may be permitted by Article X of
the Trust Agreement.
24
Res. No. 78
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1. Events of Default Defined. The following shall be "events of
default" under this Lease and the terms "events of default" and "default" shall
mean, whenever they are used in this Lease, with respect to the Project, any one or
more of the following events:
(i) Failure by the City to pay any Lease Payment or other payment
required to be paid hereunder at the time specified herein and the
continuation of such failure for a period of ten (10) days; provided,
however, that no Event of Default shall be deemed to have occurred
under this subsection (i) unless the Trustee shall first have applied
the amounts in the Lease Payment Reserve Fund to the payment of such
Lease Payment.
(ii) Failure by the City to observe and perform any covenant,
condition or agreement on its part to be observed or performed, other
than as referred to in clause (i) of this Section, for a period of
thirty (30) days after written notice specifying such failure and
requesting that it be remedied has been given to the City by the
Agency, the Trustee, the Bank or the Owners of not less than five
percent (5%) in aggregate principal amount of Certificates then
outstanding; provided, however, if the failure stated in the notice can
be corrected but not within the applicable period, the Agency, the
Trustee, the Bank and such Owners shall not unreasonably withhold their
i 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.
(iii) The City shall commence a voluntary case under Title 11 of the
United States Code or any substitute or successor statute;
(iv) Any event of default shall have occurred and be continuing under
the Reimbursement Agreement or the Deed of Trust, and written notice of
such event of default shall have been given by the Bank to the Trustee;
or
(v) Failure by any party to the Trust Agreement to observe and perform
any covenant, condition or agreement on its part to be observed or
performed hereunder, for a period of thirty (30) days after written
notice specifying such failure or breach requesting that it be remedied
has been given to the defaulting party by any other party to the Trust
Agreement, unless the non-defaulting parties and the Bank shall agree
in writing to an extension of such time prior to its expiration;
provided, however, that if the failure stated in the notice can be
corrected, but not within the applicable period, the non-defaulting
parties and the Bank will not unreasonably withhold their consent to an
extension of such time if corrective action is instituted by the
defaulting party within the applicable period and diligently pursued
until the default is corrected.
25
Res. No. 78
SECTION 9.2. Acceleration. Whenever any event of default referred to in
subsections (i), (iii) or (iv) of Section 9.1 hereof shall have happened and be
contirAling, the Trustee may (and under certain circumstances shall) take any one or
more o; the following remedial steps:
(a) If an event of default has occurred as defined under subsection
(iv) of Section 9.1 and is continuing, then. and in each and every such case during
the continuance of such event of default, unless the principal components of all of
the Lease Payments shall have already become due and payable, the Trustee may, and
upon the written request of the Bank shall , declare the principal components of all
unpaid Lease Payments, together with any unpaid interest components theretofore
having come due and payable, to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Lease Agreement or in� the Trust Agreement to the contrary
notwithstanding.
(b) If an event of default has occurred under subsections (i) or (iii)
of Section 9.1 and is continuing, the Trustee shall declare the principal
components of all unpaid Lease Payments, together with any unpaid interest
components theretofore having come due and payable, to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Lease Agreement or in the Trust
Agreement to the contrary notwithstanding.
The foregoing provisions, are subject to the condition that if, at any time
after the principal of the Lease Payments shall have been so declared to or have so
become due and payable because of an event of default under subsections (i), (ii),
(iv) or (v) only of Section 9.1, and before any judgment or decree for the payment
of moneys due shall have been obtained or entered as hereinafter provided, and
before any drawing has been made under the Letter of Credit, there shall have been
deposited with the Trustee a sum sufficient to pay all principal components of the
Lease Payments having come due and payable prior to such declaration and all
interest components and the reasonable expenses of the Trustee, and any and all
other defaults known to the Trustee (other than in the payment of principal and
interest payable solely by reason of such declaration) shall have been made good or
cured to the satisfaction of the Trustee or provision deemed by. the Trustee to be
adequate shall have been made therefor, then, and in every such case, the Owners of
at least a majority in aggregate principal amount of the Certificates then
outstanding, by written notice to the Trustee, the Bank and the City, may on behalf
of the Owners of all the Certificates rescind and annul such declaration and its
consequences and waive such default; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair or exhaust any
right or power consequent thereon.
SECTION 9.3. Other Remedies. Upon the occurrence of an event of default
hereunder, the Trustee may pursue any available remedy, in addition to the remedies
specified in Section 9.02, at law or in equity to enforce the obligations of the
City under this Lease Agreement.
SECTION 9.4. No Remedy Exclusive. No remedy herein conferred upon or
reserved to the Agency or the Trustee is intended to be exclusive and every such
26
Res. No. 78
remedy shall be cumulative and shall be in addition to every other remedy given
under this Lease or now or hereafter existing at law or in equity. 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 Agency to exercise any remedy reserved to it in
this Article it shall not be necessary to give any notice, other than such notice as
may be required in this Article or by law.
SECTION 9.5. Agreement to Pay -Attorneys' Fees and Expenses. In the event
either party to this Lease should default under any of the provisions hereof and
the nondefaulting party should employ attorneys or incur other expenses for the
collection of moneys or the enforcement 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 nondefaulting
party the reasonable fees of such attorneys and such other expenses so incurred by
the nondefaulting party.
SECTION 9.6. No Additional Waiver Implied by One Waiver. In the event any
agreement contained in this Lease should be breached by either party and thereafter
waived by the other party, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder.
SECTION 9.7. Application of Proceeds. All amounts derived by the Agency or
the Trustee as a result of an event of default hereunder, shall be transferred to
the Trustee promptly upon receipt thereof and shall be deposited by the Trustee in
the Lease Payment Fund to be applied as provided in Section 13.04 of the. Trust
Agreement.
SECTION 9.8. Trustee and Certificate Owners to Exercise Rights. Such
rights and remedies as are given to the Agency under this Article. IX have been
assigned by the Agency to the Trustee under the Assignment Agreement, to which
assignment the City hereby consents. Such rights and remedies shall be exercised
by the Trustee and the Owners of the Certificates as provided herein and in the
Trust Agreement.
SECTION 9.9. Liability Limited to Revenues. Notwithstanding anything in
this Agreement, the City s liability to pay and prepay the Lease Payments and other
amounts hereunder shall be limited solely to the Revenues as provided in Section
4.5, and no City funds or property other than the Revenues shall be liable to pay or
prepay any Lease Payment or any such other amount in the event of deficiency in the
Revenues for such purpose.
27
Res . No. 78
ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
SECTION 10.1. Security Deposit. Notwithstanding any other provision of
this Agreement, the City may on any date secure the payment of Lease Payments by a
deposit with the Trustee of: (i) cash in an amount which, together with amounts on
deposit in the Lease Payment Fund and the Lease Payment 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 A, or
(ii) Federal Securities together with cash, if required, in such amount as will , in
the opinion of an independent certified public accountant, together with interest
to accrue thereon and, if required, all or a portion of moneys or Federal
Securities then on deposit in the Lease Payment Fund and Lease Payment Reserve
Fund, be fully sufficient to pay all unpaid Lease Payments on their respective
Lease Payment dates. On the date of such deposit. pursuant to this Section, all
obligations of the City under this Lease Agreement, and all security provided by
this Lease Agreement for said obligations, shall cease and terminate, excepting
only the obligation of the City to make, or cause to be made, Lease Payments from
the deposit made.by the City pursuant to this Section, and title to the Project
shall vest in the City on the effective date of said deposit automatically and
without further action by the City or the Agency, provided that title shall be
subject to the subsequent payment of Lease Payments made from said deposit in
accordance with the provisions of this Lease Agreement. Said deposit shall be
deemed to be and shall constitute a special fund for the payment of Lease Payments
in accordance with the provisions of this Lease Agreement.
SECTION 10.2. Mandatory Prepayment From Net Proceeds of Insurance or
Eminent Domain. The City shall be obligated to prepay the Lease Payments, in whole
or in part, on any date from and to the extent of any Net Proceeds of insurance
award or condemnation award with respect to such Project and Site theretofore
deposited in the Lease Payment Fund for such purpose pursuant to Article VI hereof.
The City and the Agency hereby agree that such Net Proceeds, shall be credited
towards the City's obligations under this Section.
28
Res. No. 78
ARTICLE XI
MISCE= LANEOUS
SECTION 11.1. Notices. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be effective upon receipt or, in
the case of personal delivery, upon delivery to the address set forth below:
If to the City: City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City Administrator
If to the Agency: Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: Chief Executive Officer
If to the Trustee: First Interstate Bank of California
707 Wilshire Boulevard
Los Angeles, California 90017
Attention: Corporate Trust
Division W10-2
If to the Bank: Golden State Sanwa Bank
9000 East Valley Boulevard
Rosemead, California 91770
Attention: Municipal Services Division
The Agency, the City, the Bank and the Trustee, by notice given. hereunder, may
designate different addresses to which subsequent notices, certificates or other
communications will be sent.
SECTION 11.2. Binding Effect. This Lease shall inure to the benefit of and
shall be binding upon the Agency and the City and their respective successors and
assigns.
SECTION 11.3. Severability. In the event any provision of this Lease 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-net-net Lease. This Lease shall be deemed and construed
to be a "net-net-net lease and the City hereby agrees that the Lease Payments
shall be an absolute net return to the Agency, free and clear of any expenses,
counterclaims, charges or set-offs whatsoever.
SECTION 11.5. Further Assurances and Corrective Instruments. The Agency
and the City agree that they will , from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such supplements
hereto and such further instruments as may reasonably be required for correcting
29
Res. No. 78
any inadequate or incorrect description of the Project hereby leased or intended so
to be or for carrying out the expressed intention of this Lease.
SECTION 11.6. Execution in Counterparts. This Lease 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. Applicable Law. This Lease shall be governed by and
construed in accordance with the laws of the State.
SECTION 11.8. Agency, Bank and City Representatives. Whenever under the
provisions of this Lease the approval of the Agency, the Bank or the City is
required, or the Agency 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 Agency by the
Agency Representative, for the Bank by. the Bank Representative and for the City by
the City Representative, and any party hereto shall be authorized to rely upon any
such approval or request.
SECTION 11.9. Captions. The captions or headings in this Lease are for
convenience only and in no way define, limit or describe the scope or intent of any
provisions or Section of this Lease.
30
Res. No. 78
IN WITNESS WHEREOF, the Agency has caused this Lease to be executed in its
corporate name by its duly authorized officer and sealed with its corporate seal ;
and the City has caused this Lease to be executed in its name by its duly authorized
officers, as of the date first above written.
REDEVELOPMENT AGENCY OF THE C Y
OF HU NGTON B ACH, as L ssor
(S E A L) By
ai a
B
Chief Ex utive Of cer
Approved as to form: Attest:
n%I. yvcUg L471)
enc Counsel Secretary
9 Y Y
CITY OF NGTON BEACH, s Les e
By
M or
By
City Administrator
(S E A-L)
Approved as to form: Attest:
City Attorney/Agency Attorney City Clerk
31
Res. No. 78
EXHIBIT A
SCHEDULE OF LEASE PAYMENTS
Interest Principal
Payment Date Component Component Total Lease Payment
Closing Date* $437,000.00
December 1, 1985 218,500 -0- 218,500
June 1, 1986 218,500 -0- 218,500
December 1, 1986 218,500 -0- 218,500
June 1, 1987 218,500 -0- 218,500
December 1, 1987 218,500 -0- 218,500
June 1, 1988 218,500 -0- 218,500
December 1, 1988 218,500 -0- 218,500
June 1, 1989 218,500 -0- 218,500
December 1, 1989 218,500 -0 218,500
June 1, 1990 218,500 -0- 218,500
December 1, 1990 218,500 -0- 218,500
June 1, 1991 218,500 -0- 218,500
December 1, 1991 218,500 -0- 218,500
June 1, 1992 218,500 -0- 218,500
December 1, 1992 218,500 -0- 218,500
June 1, 1993 218,500 -0- 218,500
December 1, 1993 218,500 -0 218,500
June 1, 1994 218,500 $4,600,000 $4,818,500.67
* Lease Payment of advance rental to be funded from proceeds of the Certificates
deposited in the Lease Payment Fund pursuant to Section 3.1.
32
EXHIBIT B Res. No. 78
LEGAL DESCRIPTION OF SITE
THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF
SECTION {5, TOWNSHIP 5 SOUTH, RANCE 11 WEST, IN THE RANCHO LA :
BOL_•AS, A'--" SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF
M I S C ELLANEC,U=: MAPS:, RECORDS OF ORANGE COUNTY, CALIFORNIA, ANL THAT
PORTION OF BL►iCF" E AND BLOCF-; A OF TRACT NO. 172 AS SHOWN ON A MAP
RECORDED IN BOCK 12, PACES 21 AND 22 OF ._AID MISCELLANEOUS MAPS.
AND PORTION'S OF BLOCI:S C AND D OF TRACT NO. 574 AS SHOWN ON A MAP
RECORDED IN BOOK i 9, PAGE 41 OF MISCELLANEOUS; MAPS, DESCRIBED ASS A
WHOLE AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF =:AID BLOCK E
THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH O DEGREES 44 '
14" EAST 20. 00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT
BEING ON A LINE PARALLEL WITH AND 50.00 FEET SOUTH, MEASURED AT
RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID
CENTERLINE IS SHOWN ON SAID MAP OF: TRAC:T NO. 172; THENCE ALONE_ SAID
PARALLEL LINE, NORTH 89 DEGREES Ors' 3i011 EAST 90.44 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADP IS OF ::9.150 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE,
THROUGH A CENTRAL ANGLE OF 88 DE6REES: 27' 37 AN ARC: DI'"_TANCE
OF 60.98 FEET TO THE BE►:INNING OF A REVERE CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIU'_ OF 240. 00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30
DEGREES 1C►' 1611, AN ARC DISTANCE OF 126. 3.9 FEET TO THE BEGINNING OF
A REVERSE CURVE CONCAVE SOUTHWESTERLY: AND HAVING A RADIUS OF 200. 00
FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF
1 DEGREES: 41;+' 0011, AN ARC: DISTANCE OF 111 .06 FEET TO A POINT ON
THE EAST LINE OF LOT NO. 69 OF SAID BLOCK A; THENCE CONTINUING
ALONG: SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81 ,
87, 93, 99 AND 105 OF SAID BLOCK A, SOUTH 172.94 FEET TO THE
NORTHWEST CORNER OF LOT 112 OF SAID BLOCK A; THENCE ALONG THE NORTH
LINE OF SAID LOT 112, NORTH 99 DEGREES 10' 26" EAST 49.00 -FEET TO
THE NORTHEAST CORNER OF SAID LOT 1 12; ` THENC:E ALONG THE EAST LINE OF
LOTS 112. 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 0
DEGREES 49'' 10" EAST 172.93 FEET TO THE SOUTH LINE OF SAID TRACT
NO. 172, SAID SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO.
8197 AS SHOWN ON A MAP RECORDED IN BOOK; 452, PAGES 42 THROUGH 48
INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE,
SOUTH 89 DEGREES. 10' 50" WEST 245.00 FEET TO THE WEST LINE OF SAID
TRACT NO. 8197, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D
OF TRACT NO. S70 AS: SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF
SAID MISC:ELLANEOU MAPS; THENCE ALONG SAID EAST LINE, SOUTH 0
DEGREES 44' 14" EAST 70.00 FEET TO A POINT BEING NORTH 0 DEGREES
44' 14" WEST 5:=9. 521 FEET FROM THE SOLJTHEA •T CORNER OF SAID BLOCK I1;
THENCE S-OUTH e9 DEGREES 15' 46" WEST 89. _:6. FEET; THENCE NORTH 57
DEGREES 1: ' 51 " WEST 146.93 FEET; THENCE NORTH 3-42 DEGREES 47' 09"
EAST ll'AZ.00 FEET TO A LINE PARALLEL WITH AND 150. 00 FEET WEST,
MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172;
THENCE ALONE; SAIL► PARALLEL LINE, NORTH 0 DEGREES 44' 14" WEST
2�5.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST
ONE-HALF OF THE NORTHEAST ►:QUARTER OF THE NORTHWEST OUARTER OF THE
NORTHEA' T 1;DARTER OF SAIL► SECT ION 35, THENCE ALONG SAID NORTH LINE,
NORTH : =? DEGREES: 1►:►' IC►" EAST 150.00 FEET TO THE WEST LINE OF SAID
TRACT NO. 172; THENCE NORTH 0 DEGREES 44' 14" WEST ALONC, SAID WEST
LINE, 27=F.76• FEET TO THE TRUE POINT OF BEGINNING.
33
Res. No. 78
EXCEPTING THEREFROM, LOTS. 1 AND 1.3 IN BLOCK A OF SAID TRACT NO.
171..
ALSO EXCEPTING THEREFPCIM, ALL OIL, GAS, AND OTHER HYDROCARBON
,SUBSTANCES, IN, ON ►3R UNDER SAID LAND, AS RESERVED AND GRANTED IN
DEED': C►F RE►=►_►Rri.
34
Res. No. 78
STATE OF CALIFORNIA )
{ ) ss.
COUNTY OF )
On 13,/'MY, before me, the undersigned, a Notary Public in and for
said Cou eft and State, personally appeared 53,4cle k ell� ,
('hs},e%S Gcl. 7kmPS0AJ and . A4(;ctA A- AMkAwoef�, personally known to me -(-on-
to be the Chairman, Chief
Executive Officer and Secretary, respectively, of the Redevelopment Agency of the
City of Huntington Beach, the public body that executed the within instrument, and
known to me to be the persons who executed the within instrument on behalf of said
public body herein named.
WITNESS my hand and official seal .
1 OFFICIAL SEAL Notary Public in and for said Ctfifity
CONNIE A. BROCKWAY and State
�$ E I= '� NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
ORANGE COUNTY My commission expires: /a
O
MY COMMISSION EXPIRES OCT 10 1985
l
35
Res. No. 78
STATE OF CALIFORNIA )
ss.
{' COUNTY OF )
On before me, the undersigned, a Notary Public in and for
said Counity and State, personally appeared WAdle k, tl-,( ,
C6,eles W.y Irkom pso" and AK,ci4 Al. hmm�gog#�personally known to me (or—prey
to be the Mayor, City Administrator
and City Clerk, respectively, of the City of Huntington Beach, the municipal
corporation that executed the within instrument and known to me to be the persons
who executed the within instrument on behalf of said municipal corporation.
WITNESS my hand and official seal .
OFFICIAL SEAL Notary Public in and for said Courfty
CONNIE A. BROCKWAY and State
(S 'o NOTARY PUBLIC • CALIFORNIA
PRINCIPAL OFFICE IN M commission expires: v ' d Gy
ORANGE COUNTY Y
MY COMMISSION EXPIRES OCT 10 1985
.36
Res. No. 78
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF HUNTINGTON BEACH)
I , ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing
resolution was duly adopted by the Redevelopment Agency of the City of
Huntington Beach at a meeting of said Redevelopment Agency held on the
31st day of May 19 84 , and that it was so adopted
by the following vote:
AYES: Members:
lattinson, MacAllister, Thom2s, Koll_y, Finley
NOES: Members:
None
ABSENT: Members:
Bsiley, Mandic
Clerk of the Redevelopment Agency of
the City of Huntington Beach, Ca.