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HomeMy WebLinkAboutFile 1 of 2 - Emerald Cove - Revenue Bond - COP $4,600,000 REQUEST FOR CITY COUNCIL/REDEVELOPMENT AGENCY ACTION RH 84-15 Date May 11, 1984 Submitted to. Honrable Mayor/Chairman and City Council/Redevelopment Agency Members Submitted by• Charles W. Thompson, City Administrator/Chief Executive Officer Prepared by: Charles P. cer, Special Projects Coordinator Subject- APPROVAL OF FINANCING DOCUMENTS EMERALD COVE SENIOR APARTMENTS Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments. STATEMENT OF ISSUE: The tax-exempt securities that will provide construction and permanent financing for the Emerald Cove senior apartments have now been sold. To consummate this transaction, it is necessary, for the City Council and Redevelopment Agency to approve the three attached resolutions approving the various documents necessary. RECOMMENDATION: Approve the following resolutions: Redevelopment Agency Resolution Number 78 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT 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 Redevelopment Agency Resolution Number 79 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF City Council Resolution Number 5361 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI-FAMILY HOUSING FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT) , AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION I Ph-)4/81 l A O RH 84-15 May 10, 1984 Page 2 ANALYSIS: As you know, staff has been working for some months on the structure of tax-exempt securities sale to provide construction and permit financing for the Emerald Cove (formerly known as Terry Park) senior apartments. At a joint meeting of the City Council and Redevelopment Agency held on Monday, March 26, 1984, the City Council and Redevelopment Agency approved the financing documents in concept. You will recall that the Redevelopment Agency will own Emerald Cove and lease the project to the City of Huntington Beach. This promise to make lease payments on the part of the City is the basis upon which these securities are sold. As additional security to the certificate buyers, Golden State Sanwa Bank has agreed to post an irrevocable standby letter of credit which will pay the principal amount due the certificate owners should the City ever default or the project be destroyed, and insurance proceeds are insufficient to fully compensate these owners. The fund created by Redevelopment Agency Resolution Number 79 will be funded from land sale proceeds payable to the Agency by The William Lyon Company for sale of the adjacent condominium site. The financing documents require establishment of this fund and reservation of its proceeds for long-term repair/replacement of the project or to subsidize rents. The documents relating to this transaction were forwarded to Moody's Investors Service (one of the two principal rating agencies) , and the issue has been awarded a AAA rating. The investment banking firm of Stone & Youngberg, in its capacity as underwriter of these securities, has distributed an Official Statement, marketed and priced the issue. It is now time to execute the purchase contract with this firm and close the transaction. With City Council/Redevelopment Agency approval of the three attached resolutions, financing for Emerald Cove will be complete, and following registration of the certificate buyers by the Trustee (First Interstate Bank), proceeds will be available to finance the construction now under way within approximately two weeks. FUNDING SOURCE: Proceeds of certificates of participation sale ALTERNATIVE ACTION: If these resolutions are not approved, the sale of the certificates of participation cannot be consummated, and construction of Emerald Cove will be curtailed. ATTACHMENTS: Resolution Number 78 Resolution Number 79 Resolution Number 5361 CWT:SVK:aa 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 Apr-rl7 1 , 1984, by and between the City and the Agency (the "Lease Agreement" ); and N 018--WHEREAS, the Agency proposes to finance all su[�fjD ition and construc- tion by assigning to First Interstate Bank of California, as trustee, (the "Trustee") certain rights of the Agency under the L ase Agreement, pursuant to that certain Assignment Agreement dated as of - 1 1 , 1984, by and between the Agency and the Trustee (the "Assignment Agreement"), and to enter into that , certain Trust Agreement dated as of Apr 1 , 1984, (the "Trust Agree- ment") whereby the Trustee agrees to execute a�d delver certain Certificates of Participation (the "Certificates") evidencing the proportionate interests of the owners thereof in lease payments made b_y. 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 Apr-iI 1 , 1984 the "Deed of Trust"); and t�ib WHEREAS, Stone & Youngberg (the "Underwriter") i-nt-ends—te-5-tbm-i-t�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 w1ich hearing all interested parties were given an opportunity to be heard; ano 3 a,3 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 Assignment Agreement. The Agency hereby approves the rust greemen Exhibit B. an the Assignment Agreement attached hereto as Section 3: Deed of Trust. The Agency hereby approves the Deed of Trust as attache hereto as xhibit C. Lection 4: Sale of Certificates. The Agency hereby approves the sale of the Certificates to the Underwriter 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 t e ertificates, attached hereto as Exhibit F. Section 6: Official Actions. The Chairman, the Chief Executive Officer, the Senior COmmu ty 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 o i s passage and adoption. PASSED AND ADOPTED this a-231 5-f-day off—Marc-h, 1984, by the following vote: AYES: R� NOES: ABSENT: ATTLST: P Agency ClerK Chairperson � 1 J h APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency CoNn4:se S^ e e opment Coordinator APPROVED AS TO FORM: S�ecial LegalZCounse '"7 APPROVED• hT xecutive Crff icer } S i 1 nl RESOLUTION NO. 79 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is proceeding to assist the financing of certain multi-family rental property known as the Emerald Cove Senior Citizens Housing Project (the "Pro- ject"), as more fully described in that certain Lease Agreement dated as of Apt 1 , 1984, by and between the Agency and the City of Huntington Beach (the "C'i ty"); and WHEREAS, the Agency presently owns certain land adjacent to the Project, (the "Property"), all of which the Agency has heretofore agreed to sell to The (!Fo�lWilliam Lyon Company, a California corporation, (the "Company" ) pursuant to that certain Disposition and Development agreement dated as of February 7, 1983, by and between the Agency and the Company; and WHEREAS, the Agency and the City wish to provide that the proceeds of sale of such lands to the Company be deposited in a special fund to be held by the Agency and applied to benefit the Project as provided herein; NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOPMENT AGENCY of the City of Huntington Beach as follows: Section 1 : Establishment of Special Fund. The Agency hereby establishes a sp'121, 111 un to a nown as t e mera ove Senior Citizens Housing Fund" (the "Fund") which shall be held by the Agency and into which shall be depo- sited the proceeds of sale of the Property promptly upon receipt thereof by the agency. Additional amounts may be deposited by the Agency from time to time in the sole discretion of the Agency. During the term of the Lease Agreement, monies in the Fund shall be held and applied by the Agency solely as provided in Section 2. Section 2: Application of Fund. All amounts derived from the investment of monies in the Fund shall be deposited and retained in the Fund. The Agency shrill withdraw amounts from the Fund, from time to time and in such amounts as the Agency shall deem advisable in its sole discretion, and expended solely for one or more of the following purposes and in the following order of priority: ( 1) Reimbursement to City for the expenditure of Housing & Commu- nity Development Block Grant Funds as part of the Emerald Cove Senior Citizens Housing Financing Program. (2) to subsidize any portion of the rents charged by the City to any Lower-Income Tenants (as such term is defined in the Lease Agreement) of the Project, such amounts to be payable by the Agency to the City and applied towards the payment of such rents; or (3) to pay on behalf of the City, or reimburse the City for payment of, any of the obligations of the City under the Lease Agreement including, but not limited to, the obligation of the City to pay Lease Payments thereunder and to pay the costs of operating �.� and'maintaining the Project; or (4) to support in any other manner whatsoever the financing, maintenance or operation of the Project or the objective of the City and the Agency to make the Project available to such Lower-Income Tenants. i Section 3: Other Uses of Fund. If, in any fiscal year of the Agency, the amounts derived from the investment of monies in the Fund exceed the amounts applied by the Agency under Section 2 hereof, the amount of such excess may in the sole discretion of the Agency be withdrawn from the Fund and applied to any other lawful purpose of the Agency. Section 4: Effective Date. This resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 1_9 day of Mardi, 1984, by the following votes: AYES: NOES: ABSENT: ATTEST: Agency Clerk th—alrperson APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: ge4yyounse 1 _m. i�e3eve' ofi pment Coordinator APPROVED AS TO FORM: Special ency ounse APPROVED: le xecutive ice ,7 4)3 RESOLUTION NO. 5361 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREE- MENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI-FAMILY 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 proposed 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 Aprl- 1 , 1984, by and between the City and the Agency (the "Lease Agreement"); and WHEREAS, the Agency proposes Co finance Q 1 such acquisition and con- struction by assigning to First Interstate Bank of\California, as trustee (the "Trustee") certain rights of the Agency\,rder the Lease Agreement, pursuant to that certain Assignment Agreement dated as of Apr-4 1 , 1984, by and between the Agency and the Trustee (the "Assignmment Agreement" ), and to enter into that certain Trust Agreement dated as of Apr-�l 1 , 1984, by and among the City, the Agency and the Trustee (the "Trust Agreement" ) whereby the Trustee agrees to execute and deliver certain Certificates of Participation (the "Certifi- cates"), 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, the City enter into that certain Letter of Credit and Reimbursement Agreement dated as of 1 , 1984. by and between the City and the Bank (the "Reim- bursement Agree nt")• and ►�.� t " S-"' WHEREAS, Stone & Youngberg (the "Underwriter") tend-s-to-submrt an offer to acquire the Certificates and has heretofore caused to be prepared a preli- minary Official Statement describing the Certificates; and WHEREAS, the City Council approves all of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hun- tington Beach, as follows: Section l : Lease Agreement. The City Council 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 Aqreement and Assignment Aqreement. The City Counci+l hereby approves the Trust Agreement and the Assignment Agreement attached hereto as Exhibit B. Section 3: Letter of Credit and Reimbursement Agreement. The City Counattached hereby approves the Letter o Credit an Reimbursement Agreement attached hereto as Exhibit C. Section 4: Sale of Certificates . The City Council hereby approves the sale of the Certif icates o t e n erwriter pursuant to that Contract of Pur- chase attached hereto as Exhibit E. The Certificates shall be substantiality as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The City Administrator is hereby authorized and directed for and in the name and on behalf of the City to deliver said Con- tract of Purchase upon submission of a firm offer by the Underwriter to purchase the Certificates. Section 5: Official Statement. The City Council hereby approves the Official Statement describing the Certificates, as attached hereto as Exhibit F. The Underwriter is hereby authorized to distribute said Official Statement to prospective purchasers of the Certificates. The City Administrator is hereby authorized to execute said final Official Statement for and in the name and on behalf of the City. Section 6: Official Actions. The Mayor, the City Administrator, the Senior Community eve opment pecialist, the Chief of Administrative Services, the City Clerk and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assign- ments, certificates, requisitions, agreements, 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 Reso- lution. Section 7: Effective Date. This Resolution shall take effect from and after the date o its passage and adoption. PASSED AND ADOPTED this +9 day of M 1984, by the following vote: AYES: NOES: ABSENT: ATTEST: ity Clerk Mayor • • 1 C� a p,3 d APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: rn �.�, Redeve opment Coordinator APPROVED: F W�- 4 1r MT y Administrator c 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 a #� 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") Has 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 r4l, 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 �f APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency Co nse e e opment Coordinator APPROVED AS TO FORM: pecia Lega ounse APPROVED-APPROVED- Chidf Executive Gfficer M �i�t7 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 A reement and Assi nment A reement. The Agency hereby approves the Trust Agreementand 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 Underwriter 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 ert— icates, attached hereto as Exhibit F. Section 6: Official Actions. The Chairman, the Chief Executive Officer, the Senior Commuity eve opment 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: PaUinson, MacAllister, Thomas, Kelly, Finley NOES: None ABSENT: Bailey, mandic ATTEST: Agency, er ha1rper 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 1984 , and that it was so adopted by the following vote: AYES: Members: Pattinson, MacAllister, Thomas. Kelly, Finley_ NOES: Members: None ABSENT: Members: Bsiley, Mandic Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. �n RESOLUTION NO. 79 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is proceeding to assist the financing of certain multi-family rental property known as the Emerald Cove Senior Citizens Housing Project (the "Pro- ject"), as more fully described in that certain Lease Agreement dated as of May 1, 1984, by and between the Agency and the City of Huntington Beach (the "City"); and WHEREAS, the Agency presently owns certain land adjacent to the Project, (the "Property"), all of which the Agency has heretofore agreed to sell to The William Lyon Company, a California corporation, (the "Company" ) pursuant to that certain Disposition and Development agreement dated as of February 7, 1983, by and between the Agency and the Company; and WHEREAS, the Agency and the City wish to provide that the proceeds of sale of such lands to the Company be deposited in a special fund to be held by the Agency and applied to benefit the Project as provided herein; h NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOPMENT AGENCY of the City of �`" Huntington Beach as follows: Section 1 : Establishment of S ecial Fund. The Agency hereby establishes a special fund to be known as the mera ove Senior Citizens Housing Fund" (the "Fund") which shall be held by the Agency and into which shall be depo- sited the proceeds of sale of the Property promptly upon receipt thereof by the Agency. Additional amounts may be deposited by the Agency from time to time in the sole discretion of the Agency. During the term of the Lease Agreement, monies in the Fund shall be held and applied by the Agency solely as provided in Section 2. Section 2: Application of Fund. All amounts derived from the investment of monies in the Fund shall be deposited and retained in the Fund. The Agency shall withdraw amounts from the Fund, from time to time and in such amounts as the Agency shall deem advisable in its sole discretion, and dxpended solely for one or more of the following purposes and in the following order of priority: ( 1 ) Reimbursement to City for the expenditure of Housing & Commu- nity Development Block Grant Funds as part of the Emerald Cove Senior Citizens Housing Financing Program. (2) to subsidize any portion of the rents charged by the City to any Lower-Income Tenants (as such term is defined in the Lease Agreement) of the Project, such amounts to be payable by the Agency to the City and applied towards the payment of such rents; or (3) to pay on behalf of the City, or reimburse the City for payment of, any of the obligations of the City under the Lease Agreement including, but not limited to, the obligation of the City to pay Lease Payments thereunder and to pay the costs of operating and maintaining the Project; or (4) to support in any other manner whatsoever the financing, maintenance or operation of the Project or the objective of the City and the Agency to make the Project available to such Lower-Income Tenants. N s, Section 3: Other Uses of Fund. If, in any fiscal year of the Agency, the amounts derived from the investment of monies in the Fund exceed the amounts applied by the Agency under Section 2 hereof, the amount of such excess may in the sole discretion of the Agency be withdrawn from the Fund and applied to any other lawful purpose of the Agency. Section 4: 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 votes: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley NOES: None ABSENT: Bailey, Mandic ATTEST: 2gency Clerk &Chperson APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency ounse edevelopment Coordinator APPROVED AS TO FORM: Special Agency Counsel APPROVED: ie xecutive OfficeK Res. No. 79 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 orr the 31st day of May 19 84 , and that it was so adopted by the following vote: AYES: Members: lattinson, MacAllister, Thomas, Kelly, Finley ` NOES: Members: None ABSENT: Members: Bailey, Mandic Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. �n RESOLUTION NO. 5361 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREE- MENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI-FAMILY 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 proposed 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 con- struction 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 "Assignmment Agreement"), and to enter into that certain Trust Agreement dated as of May 1, 1984, by and among the City, the Agency and the Trustee (the "Trust Agreement") whereby the Trustee agrees to execute and deliver certain Certificates of Participation (the "Certifi- cates"), 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, the City enter into that certain Letter of Credit and Reimbursement Agreement dated as of May 1, 1984. by and between the City and the Bank (the "Reim- bursement Agreement"); and - WHEREAS, Stone & Youngberg (the "Underwriter") has submitted an offer to acquire the Certificates and has heretofore caused to be prepared a preli- minary Official Statement describing the Certificates; and WHEREAS, the City Council approves all of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hun- tington Beach, as follows: Section 1 : Lease Agreement. The City Council 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 Assignment Agreement. The City Council hereby approves the Trust Agreement and the Assignment Agreement attached hereto as Exhibit B. Section 3: Letter of Credit and Reimbursement Agreement. The City Council hereby approves the Letter of Credit and Reimbursement Agreement attached hereto as Exhibit C. Section 4: Sale of Certificates. The City Council hereby approves the sale of the er i icates to the Un erwriter pursuant to that Contract of Pur- chase attached hereto as Exhibit E. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The City Administrator is hereby authorized and directed for and in the name and on behalf of the City to deliver said Con- tract of Purchase upon submission of a firm offer by the Underwriter to purchase the Certificates. Section 5: Official Statement. The City Council hereby approves the Official Statement describing the Certificates, as attached hereto as Exhibit F. The Underwriter is hereby authorized to distribute said Official Statement to prospective purchasers of the Certificates. The City Administrator is hereby authorized to execute said final Official Statement for and in the name and on behalf of the City. Section 6: Official Actions. The Mayor, the City Administrator, the Senior Community Development Specialist, the Chief of Administrative Services, the City Clerk and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assign- ments, certificates, requisitions, agreements, 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 Reso- lution. 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: MR ity Clerk a�"fn APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: i r Redevelopment Coor inator APPROVED: y Administrator {z 5 Y tes. No. 5361 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) as: CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 31st day of May 19 84 by the following vote: AYES: Councilmen: Pattinson, MacAllister, Thomas, Kelly, Finley NOES: Councilmen: None ABSENT: Councilmen: Bailey, Mandic City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California REQUEST FOR CITY COUNCIL/REDEVELOPMENT AGENCY ACTION RH 84-11 Date March 16 , 1984 Sub mittedto: Honorable Mayor/Chairman and City Council/Redevelopment Agency Members Submitted by: Charles W. Thompson, City Administrator/Chief Executive Officer Prepared by: Tom Tincher, Redevelopment Coordinator Subject: PUBLIC HEARING ON TERRY PARK SENIOR CITIZENS APARTMENT PROJECT LEASE AGREEMENT AND APPROVAL IN CONCEPT OF FINANCING DOCUMENTS Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: STATEMENT OF ISSUE: The Redevelopment Agency is pursuing the final steps which will result in the financing and construction of the Terry Park Senior Citizens Apartment Project. At this time, the Agency is being asked to hold a public hearing on the Lease Agreement between the City and Agency which is an integral part of the overall financing program and to approve the financing documents in concept. Once the Underwriter has placed the financing certificates with a buyer and the terms of the purchase are established, the documents will be finalized and the Agency/City Council will be asked to call a special meeting , if necessary, so that the docu- ments can be executed at the earliest possible date. RECOMMENDATION- 1 . Hold public hearing on the Terry Park Senior Citizens Apartment Project Lease Agreement, receive 33433 Report on said Agreement and continue public hearing to the time and place of the special meeting, at which time the Lease Agreement and the other financing documents will be executed. (See Exhibit A) . 2. Authorize The William Lyon Company to proceed with the grading work on the Terry Park Senior Citizens Apartment project site with the understanding that the cost for such work,which shall not exceed $60,000, will be credited to The William Lyon Company toward its payment of the condominium project land acquisition price. This action will advance their payment to the Agency and expedite the construction schedule for the project, and thus , reduce costs and th-e amount of do'l-lars -which the Agency would otherwise have to borrow. 3. Authorize The William Lyon Company, with the written approval of the City Administrator, to proceed with other necessary on-site work for the Senior Apartment Project with the understanding that the William Lyon Company will be credited for the cost of such work toward the condominium project land acquisition price. The total dollar amount of such additional work shall not exceed $310,000. It is anti- cipated that the balance of the $823,000 land acquisition price will be used to pay the development fee which we will owe to the Lyon Company and to support the Agency's ferry Park Senior Citizens Housing Fund which is recommended be established. 4. Direct staff to assess the potential to reprogram approximately $310,000 in Housing & Community Development Block Grant Funds which could be loaned to the Redevelopment Agency if Recommendation No . 3 above does not occur. This action, likewise, would allow the on-site construction work to commence immediately and RH 84-11 March 16, 1984 " Page Two result in substantial savings to the Redevelopment Agency and thus a reduction in project costs. The H.C.D. funds would be reimbursed from the condomiunium project land sale proceeds when they are received. CWT:TT:lp A CITY OF HUNTINGTON .tea COUNCIL - ADMINISTRATOR COMMUNICATION CA 84-9 HUNTINGTOH BEACH To Honorable Mayor and From Charles W. Thompson, City Council Members City Administrator Subject TERRY PARK SENIOR CITIZENS Date March 16, 1984 APARTMENT PROJECT FINANCING PROGRAM As y-,u are aware since your study session on the subject, staff has been working with our underwriters, bond counsel, First Interstate Bank, and Golden State Sanwa Bank in an effort to complete the financing package for the Terry Park Senior Citizens Apart- ment Project for the public hearing scheduled for Monday, March 19, 1984. Enclosed is a notebook which contains all the required documents as they have evolved during the past several weeks of concerted effort on the part of all parties involved. Because of the paperwork involved and the many individual decisions which have had to be made by each of the participants, we, only during the last couple of days, re- ceived all the information needed to make a final assessment of the merits of the program. With that information in hand, we decided to make one final effort to see if there might be a local lending institution interested in supporting this community effort by improving upon the deal we have in hand. f We are currently pursuing this matter with Orange Coast Savings and Loan. They have <-xpressed a keen interest in the project and are currently assessing the potential for there to support the senior citizens of the community by participating in this effort. They have informed us that they will have completed their preliminary assessment of the possibilii -s by this coming Monday, prior to the City Council meeting, so that we an report the status of their interest to you at that time. It it is their decision to provide financing for the project, we don't feel that such a shift would affect the schedule of the project at all. By taking advantage of the Lyon Company's offer to conduct work for us as an advancement of the condominium land payment, or by reprogramming some H.C.D. funds for an interim period of time as explained in the notebook, we can proceed immediately with construction while the financing documents are completed. That is not Io say, however, that we even need to pursue the alternative financing pro- gram if you are satisfied with what you have before you at this time. The resulting rents from this program will be within the parameters which we have discussed from the inception and the total programming will be self-sufficient and self-sustaining. All H.C.D. funds used to support the project will be reimbursed, and there will be no need for any ongoing public subsidy to maintain the level of rents which are predicted. Be( ause it .s not necessary for you to give final approval to the documents at this time, and, in fact, said documents will not be ready for your execution until the underwriter has a buys for the certificates, we are suggesting that you take the appropriate actions -2- as outlined under the RCA/RAA section of the notebook and, if you wish, schedule a work session to review all the documents and any alternatives in detail. We are avail- able at any time to accommodate you in this regard. Respectfully,submitted, arles W. Thompson, City Administrator CWT/TT:pj 'EST Fw. CI1Y COUNCIURLDEVELGPIVIT AGENCY ACT IGT1 i RH 84-15 Date Pay I , 1984 Submitted to: Honrab ie Maycr/a airman and City Council/Redevelopment Agency Metiers i Submitted by- Charles W. Thompson, City Administrator/Chief Executive Officer Prepared by: Charles P. cer, Special Projects Coordinator Subject APPROVAL OF F INANCWG DC}CUMENTS EMi kALD COVE SENIOR APARTMENTS Statement of Issue, Reyommendatson, Analysis Funding Source, Alternate"Actions. Attachnsents• STATEMENT OF ISSUE: The tax-exempt securities that will provide construction and permanent finan_ing for the Emerala Cove senior apartments have now been sold. To consumncte t.iis transaction, it is f►et,eS52ry for the City Council and Redevelopment Agency to approve the three attache resolutions approving the various documents necessary. RECOM!!v.ENDATION: Approve the following resolutions: Redevelopment Agency Resolution Number RESOLUTION OF THE REDEVELOPPIENT AGENCY OF If-E CIlY Of HUNTINGTUh REACH AUTHORIZING AND DIRECTING ExECUTIJN t,F LEASE AtEM4£NT, ASSIGoMENT AGRtEMENT, TkUST AGhEEKNT �EIt�E:r St"t s3 kkLEME%T AND DEED OF TRUST, APPROVING FURS' OF OFFICIAL STATEJOW A%0 SALE Of CERTIFICATES OF PARlI�: IPATiuh WITH P£SPECT TO MuL1 :-FAMILY RENTAL HOiiSING FACILITIES (EM£RALU COVE SE%Icw CiTIZEhS HUUS.'hG PROJECT), AND APPROVING RELATED 'kCU j NT.) AND Redevelopment Agency Resolution N=')er 19 RESOLUTION OF THE REDEVELOP IE1,41 AGENCY uF THE CITY OF Hu%TINGTU% BEACH ESTABLISf'IN6 EMERALD C(NE S*F..OR CITIZENS HOUSING FJUD AND PROVIDING FUR THE USE ThERiik City Council Resolution Number 5361 RE dui ION CF THE C;TV COL=NC IL OF THE CITY OF NuhTItiGTUAI BENCH AUTHORIZING ANU DIRECTING EXECUTION OF LEASE AGREE*tENT, ASSIGI+Em4ENT AGREEMENT, TRUST AGkEEi ENT, fiElM61JRSEMfE%T AGREV*%T, APPRGV ING FUR% ` I OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION 1�ITH RESPECT TO MULTI-FAMILY HOSING FACILITIES (EMERALD COVE SENIUR CITIZENS HOUSING PROJIECT) , ANU APPROVING RELATED OOCuWNTS AND 3 OFFICIAL ACTION 3r !t t s RH 84-15 May 1 G. 1984 Page 2 ANALYSIS: As you know. staff has been working for some months on the structure of tax-exempt securities sale to provide construction and permit financing for the Emerald Cove Iformerly known as Terry Park) senior apartments. At a joint meeting of one City Council and Redevelopment Agency field on Monday. March 26, 1984. tie City CIour'Z i i ana Redevelopment Ager*cy approved the financing documents to concept. You will recall that the kedevelopment Agency will own Emerald Cove and lease the project to the City 0 hunttr}gton Beach. This promise to make lease payments on the part of the iity is the basi,- v-on which these securities are solo. As additional security to the certificate buyers, Golden State Sanwa Bank has agreed to post an irrevocadle standby letter of credit which will pay the principal amount due the certificate comers should the City ever oefault or tnk° project rye aestroyed, ano insurance proceeds are insufficient to fully ccrcpPnsate these ovmers. The fund created by keaevelop nt Agency cesolutiun Nurser 79 will be funded from land sale proceeds payatlle to the Agency -g Tne ini 1 i iam Lyon Company for sale of the adjacent conaominiu.r, site. Tne financing documents require establishment of this fund and reservation of its proceeds for long-term repair/replacement of the prc'lect or to subsiaize rents. The documents relating to this transaction were forwarded °o Moody's Investors Service (one of the t»o principal rating agerac ,rs,, and the issue has been awarded a aAA rating. the investment banAing firm of Stone b Youngberg, rn its capacity ds unjerwriter of these securities, has distributed an uff:cial Statement, marketed and priced the issue. It is now time to execute the aurchase contract with this fire and close the transaction. With City Council /'"edeveiopment Agarcy approval of the three attached resolutions. financing for Emerald rnve A, ii be conplete, and following registration of the certificate buyers by the 'trustee (First Interstate Bank), proceeds bill be available to finance the construction now under way within approximately two weeks. FUNDING SOURCE: Proceeds of certificates of participation sale ALTERNATIVE ACTION: If these resolutions are not approved, the sale of tie certificates of participation cannot be consummated. and construction of Emerald Cove will be curtailed. ATTACHMENTS: Resolution Number 78 VJ' Resolution Numter 79 l' Resolution Miner 5361 CMT:SVK:aa 2235F JHHW:SSR ` ^-06/18/84 ^4 CERTIFICATES OF PARTTCTPAT'ON ` (Emerald CnYe Senior Citizens Hou,,{ng Project) Evidencing the Proportionate Interests of the Owners , _ Thereof in LeraSe I'layments to be Made by the CITY OF HUNTTNGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the ' REDEVELOPMENT AGENCY OF THE CITY OF HUNTTNGTON BEACH A BASE LEGAL DOCUMENTS �. City Resolution No 5361, "Resolution of the City Courici'l of the City of Huntington Beach Authorizing and Directing Execution of. Lease Agreement, Assignment Agreement, Trust Agreemen�t" Reimburs6ient Agreement, Approving Form of Official Statement and Sale of Certificates of Participation with Respect to Multifamily Housing Facil-ities (Emerald CuVe Senior Citizens Housing ProJed and ~ Approving- Related Doc�,nents and Official Action" , adopted May 31, 1984. 2' Agency Resolution No 78, "Resolution of the Redevelopment Agency 'Of the City of Huntington Beach Authorizing and Directing Execution of Lease Agreement, Assignment Agreement, Trust Agreeme-nt" Reimbursement Agreennent -8nd Deed of Trust, Approving Form of Official �tatemp_hl and - ' Sale - of Certificates of Participation with Respect to MultifamilY x Rental Housing Facilities (Emerald Cove Senior Citizens Housing Project) , and Approving Related Docu'nents and Official Actions" , adopted May 3I, 1984. I. Agency Reso7mtion No. 79, "Resolution of the Redevelmp6ient Agency of the Ci_ty of Huntington Beach Establishing Emerald Cove Senior Citizens Housing' FuMd and Providing for the use Thereof" , adopted May 31, 1984. ~ Publication of Notice of Public Heari0' pertaining to ^ Proposed Ltrase, together with affidavit of publicati `m of Agency puhlichearfng ofMarch 19, 1984. 5' ' Minutes'of�AgenCy public hearing of March 19' 1984,-. dnd of c-06tfMued public-hearing of March 26, 1984' ' 5. Preliminary ' fficial Statement' 7' Certificate 'of Mailing California Debt Advisory �' m�Nssion Report - Form,- together with Report Form. S. Lease Ag-reement by and between the Redevelopment ed�-y Of City0. of BeachHUntin ton Beach (the oAgeocy«) and` the Civy of Huntf�gt#n ��ach (the "City"). ('recorded) 9. Assignment Agreement by and between Agency and First Interstate Bank of California, as trustee (the "Trustee") . (recorded; 10. Trust Agreement by and among Trustee, Agency and City 11. Letter of Credit and Reimbursement Agreement by and between City and Golden State Sanwa Bank (the "Bank") 12. Letter of Credit. 13. Confirming Bank Letter of Credit. 14. Deed of Trust, Assignment of Rents and Security Agreement by Agency to Trustee (recorded) 15. Final Official Statement. 16. Contract of Purchase by and among Stone & Youngberg (the "Underwriter") , Trustee, City and Agency. 17. Investment Agreement by and between Trustee and Bank, together with Guaranty of Investment Agreementd by The Sanwa Bank, Limited. B. CITY DOCUMENTS 1. Incumbency and Signature Certificate of City. 2 Certificate as to Arbitrage pursuant to Section 7(b)(19) of Contract of Purchase, together with letter of Underwriter pertaining to establishment of reserves, selection of investment agreement and reoffering price to public. 3. Letter of Representation of City pursuant to Section 1 of Contract of Purchase. 4 Officers' Certificate of City pertaining to (a) effectiveness of resolutions and documents, (b) permitted encumbrances, (c) no litigation, pursuant to Section 7(b)(9) of Contract of Purchase, (d) representations and warranties, pursuant to Section 7(b)(17) of Contract of Purchase and (e) representations and warranties and no default pursuant to Section 2 1(f) of Reimbursement Agreement. 5. Evidence of, or commitments to provide, public liability and property damage insurance, fire and extended coverage insurance and rental interruption or use and occupancy insurance pursuant to Sections 5.3, 5.4 and 5.5 of Lease Agreement and in the form required by Section 5.7 of Lease Agreement and Section 3.2 of Deed of Trust, together with letter of insurance representative stating that such requirements are met. O 2 6 ALTA Policy of Title Insurance, in the amount of $4,600,000 and insuring Agency' s fee title to and City' s leasehold title in the Site, pursuant to Section 5.6 of Lease Agreement and Section 1(d) of Reimbursement Agreement. 7. Opinion of Gail Hutton, Esq. , City Attorney, pursuant to Section 7(b)(3) of Contract of Purchase and Section 2 1(a) of Reimbursement Agreement. C. AGENCY DOCUMENTS I. Incumbency and Signature Certificate of Agency. 2. Letter of Representation of Agency pursuant to Section 1 of Contract of Purchase. 3. Officers' Certificate of Agency pursuant to Sections 7(b)(10) and 7(b)(18) of Contract of Purchase. 4. Written Request to Trustee pursuant to Section 2.01 of Trust Agreement, as accepted by Trustee. 5. UCC-1 Financing Statement by Agency as debtor to Trustee as secured party. (filed with County Recorder) 6. UCC-1 Financing Statement by Agency as debtor to Trustee as secured party. (filed with Secretary of State) 7. Requisition for Delivery Costs pursuant to Section 3.02(1) of Trust Agreement. 8. Opinion of Stradling, Yocca, Carlson & Rauth, Counsel to Agency, pursuant to Section 7(b)(4) of Contract of Purchase. D. TRUSTEE DOCUMENTS 1. Authentication and Incumbency Certificate of Trustee, together with general signing resolution, pursuant to Section 7(b)(13) of Contract of Purchase. 2. Certificate of Trustee pursuant to Section 7(b)(16) of Contract of Purchase. 3. UCC-2 Assignment of Financing Statement by Trustee to Bank. (filed with County Recorder) 4. UCC-2 Assignment of Financing Statement by Trustee to Bank. (filed with Secretary of State) 3 5. Trustee' s Receipt of Funds and Letters of Credit. 6. Opinion of Counsel to Trustee pursuant to Section 7(b)(5) of Contract of Purchase. E BANK AND CONFIRMING BANK DOCUMENTS 1. Certificate Designating Bank Representative 2 Certificate of Bank pursuant to Section 7(b)(21) of Contract of Purchase. 3 Certificate of The Sanwa Bank, Limited (the "Confirming Bank"), pursuant to Section 7(b)(22) of Contract of Purchase. 4. Opinion of Rosen, Wachtell & Gilbert, Counsel to Bank, pursuant to Section 7(b)(7) of Contract of Purchase 5 Opinion of Bronson, Bronson & McKinnon, Counsel to Confirming Bank, pursuant to Section 7(b)(8) of Contract of Purchase F. UNDERWRITER DOCUMENTS 1 Rating Letter of Moody' s Investors Service, Inc , pursuant to Section 7(b)(20) of Contract of Purchase. 2. Specimen Certificate of Participation. 3 Receipt for Certificates of Participation. 4. Opinion of Brown, Wood, Ivey, Mitchell & Petty, Counsel to Underwriter, pursuant to Section 7(b)(6) of Contract of Purchase. G. SPECIAL COUNSEL DOCUMENTS 1. Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation, pursuant to Section 7(b)(1) of Contract of Purchase. 2. Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation, pursuant to Section 7(b)(2) of Contract of Purchase. 3. Reliance Letter to Underwriter regarding Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation. 4. Reliance Letter to Trustee regarding Final Approving Legal Opinion and Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation. 4 5. Reliance Letter to Bank regarding Final Approving Legal Opinion and Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation. 5 q RESOLUTION NO. 5361 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREE- MENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI-FAMILY 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 proposed 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 con- struction 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 "Assignmment Agreement" ), and to enter into that certain Trust Agreement dated as of May 1, 1984, by and among the City, the Agency and the Trustee (the "Trust Agreement") whereby the Trustee agrees to execute and deliver certain Certificates of Participation (the "Certifi- cates"), 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, the City enter into that certain Letter of Credit and Reimbursement Agreement dated as of May 1 , 1984. by and between the City and the Bank (the "Reim- bursement Agreement"); and WHEREAS, Stone & Youngberg (the "Underwriter") has submitted an offer to acquire the Certificates and has heretofore caused to be prepared a preli- minary Official Statement describing the Certificates; and WHEREAS, the City Council approves all of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hun- tington Beach, as follows: Section 1 : Lease Agreement. The City Council hereby approves the lease of the Project by the Agency to the City pursuant to the Lease Agreement attached hereto as Exhibit A. Y Section 2: Trust Agreement and Assignment Agreement. The City Council hereby approves the Trust Agreement and the Assignment Agreement attached hereto as Exhibit B. Section 3: Letter of Credit and Reimbursement Agreement. The City Counci hereby approves the Letter of Credit and Reimbursement Agreement attached hereto as Exhibit C. Section 4: Sale of Certificates. The City Council hereby approves the sale of the Certificates to the Underwriter pursuant to that Contract of Pur- chase attached hereto as Exhibit E. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The City Administrator is hereby authorized and directed for and in the name and on behalf of the City to deliver said Con- tract of Purchase upon submission of a firm offer by the Underwriter to purchase the Certificates. Section 5: Official Statement. The City Council hereby approves the Official Statement describing the Certificates, as attached hereto as Exhibit F. The Underwriter is hereby authorized to distribute said Official Statement to prospective purchasers of the Certificates. The City Administrator is hereby authorized to execute said final Official Statement for and in the name and on behalf of the City. Section 6: Official Actions. The Mayor, the City Administrator, the Senior Community-Development Specialist, the Chief of Administrative Services, the City Clerk and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assign- ments, certificates, requisitions, agreements, 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 Reso- lution. 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: ity er M APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: -Redevelopment Coordinator APPROVED: y Administrator Res. No. 5361 STATE OF CALIFORNIA ) COUNTY OF ORANGE wep CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 31st day of May 19 84 by the following vote: AYES: Councilmen: Pattinson, MacAllister, Thomas, Kelly, Finley NOES: Councilmen: None k S ABSENT: Councilmen: Bailey, Mandic City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California The foregoing instrument is a correct copy of the original on file in this office Attest 7- ------ 1_!_---- -- ) 19_-T_y ALICIA M. WENTWORTH City Clerk and Ex-officio Clark of the City Counci f the City of Huntington Beach, Cal Deputy i i `st 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") has 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 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 Assignment 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 Underwriter 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 6: 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 C erk hairper APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency Co nse q _, e eDMI nt Coordinator APPROVED AS TO FORM: S�ecial Legal Counse APPROVED• Chie xecutive icer gd t� A 6 Res. No. 76 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 1984 , and that it was so adopted by the following vote: AYES: Members: Pattinson, MacAllister, Thomas, Kel p. Finley NOES: Members: None ABSENT: Members: Bsiley, Mandic 2 o oco,,. Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. The foregoing Instrument is a correct copy of the original on file in this office s Attest Jun T 19_ ALICIA M. WENTWORTH City Clerk and Ex-officio C�eik of the City Council of the City of Huntington Beach, Cal BY —''Z - -'14�"a.k Deputy ti RESOLUTION NO. 79 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is proceeding to assist the financing of certain multi-family rental property known as the Emerald Cove Senior Citizens Housing Project (the "Pro- ject"), as more fully described in that certain Lease Agreement dated as of May 1, 1984, by and between the Agency and the City of Huntington Beach (the "City"); and WHEREAS, the Agency presently owns certain land adjacent to the Project, (the "Property"), all of which the Agency has heretofore agreed to sell to The William Lyon Company, a California corporation, (the "Company") pursuant to that certain Disposition and Development agreement dated as of February 7, 1983, by and between the Agency and the Company; and WHEREAS, the Agency and the City wish to provide that the proceeds of sale of such lands to the Company be deposited in a special fund to be held by the Agency and applied to benefit the Project as provided herein; NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOPMENT AGENCY of the City of Huntington Beach as follows: Section 1 : Establishment of S ecial Fund. The Agency hereby establishes a special fundto be known as the mera ove Senior Citizens Housing Fund" (the "Fund") which shall be held by the Agency and into which shall be depo- sited the proceeds of sale of the Property promptly upon receipt thereof by the Agency. Additional amounts may be deposited by the Agency from time to time in the sole discretion of the Agency. During the term of the Lease Agreement, monies in the Fund shall be held and applied by the Agency solely as provided in Section 2. Section 2: ARplication of Fund. All amounts derived from the investment of monies in the Fund shall be deposited and retained in the Fund. The Agency shall withdraw amounts from the Fund, from time to time and in such amounts as the Agency shall deem advisable in its sole discretion, and expended solely for one or more of the following purposes and in the following order of priority: ( 1) Reimbursement to City for the expenditure of Housing & Commu- nity Development Block Grant Funds as part of the Emerald Cove Senior Citizens Housing Financing Program. (2) to subsidize any portion of the rents charged by the City to any Lower-Income Tenants (as such term is defined in the Lease Agreement) of the Project, such amounts to be payable by the Agency to the City and applied towards the payment of such rents; or (3) to pay on behalf of the City, or reimburse the City for payment of, any of the obligations of the City under the Lease Agreement including, but not limited to, the obligation of the City to pay Lease Payments thereunder and to pay the costs of operating and maintaining the Project; or (4) to support in any other manner whatsoever the financing, maintenance or operation of the Project or the objective of the City and the Agency to make the Project available to such Lower-Income Tenants. Section 3: Other Uses of Fund. If, in any fiscal year of the Agency, the amounts derived from the investment of monies in the Fund exceed the amounts applied by the Agency under Section 2 hereof, the amount of such excess may in the sole discretion of the Agency be withdrawn from the Fund and applied to any other lawful purpose of the Agency. Section 4: Effective Date. This resolution shall take effect from and after the ate o 1ts passage and adoption. PASSED AND ADOPTED this 31st day of May 1984, by the following votes: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley NOES: None ABSENT: Bailey, Mandic ATTEST: F 4gencyer 4Chon 4 APPROVED AS TO FORM: INITIATED AND APPROVED AS TO CONTENT: Agency ounse .. 'x� Aedeve opment Coordinator APPROVED AS TO FORM: Special Agency Counsel APPROVED: ie xecutive OfficeK Res. No. 79 STATE OF CALIFORNIA ) s ?I COUNTY OF ORANGE ) a,d 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 ore the 31st day of May 19�c , and that it was so adopted by the following vote: AYES: Members: lattinson, MacAllister, Thomas, Kelly, Finley NOES: Members: None ABSENT: Members: Bailey, Mandic Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. The foregoing instrument is a correct copy of the original on file in this office. Attest------J-LA1yu¢---------it----. ---. y-19-4. XE[CIA M WENTWORTH City Clerk and Ex-officio Clerk of the City Coun ii of the City of Huntington Beach, Cal gy_ h Lh"u-T-jk _ Deputy `J IN THE Superior Court OFTHE STATE OF CALIFORNIA In and for the County of Orange CITY OF HUNTINGTON BEACH9 CITY CLERK PROOF OF PUBLICATION Public Hearing State of California ) Terry Park PrbJect County of Orange )A8 Rita J. Richter That I am and at all times herein mentioned was a citizen of , the United States,over the age of twenty-one years,and that I tea am not a party to,nor interested in the above entitled matter, H optbPOW I t that I am the principal clerk of the printer of the1°* HUNTINGTON BEACH IND. REVIEW iml ` Y ! p+)�?► ` w wspaper of general circulation,published in the City of a"9m?l4FdlD9ai7l1ild HUNTINGTON BEACH ` . aftsr t l�d ta)�lt M' A,tbi County of Orange and which newspaper is published for the ltrapD ' 44 disemination of local news and intelligence of a general charac- � f teach:s1i, ' �' uptf test' ter, and which newspaper at all times herein mentioned hadhJ¢cttk�+� �W and still has a bona fide subscription list of paying subscribers, ixl,t y and which newspaper has been established, printed and pub- m ap& '� �Win bshed at regular mtervala in the said County of Orange for a Stith beS ote)ety�, oa� � period exceeding one year, that the notice, of which the rtebhvg �7+ht+ ,p +ilbe b' annexed is a printed copy, has been published in the regular oft ` 8G' 1klsiia=Sti^Bgt,, and entire issue of said newspaper,and not in any supplement tubua � + thereof,on the following dates,to wit ��, Cfiti+Q atidr " The foregoing Instrument is a correct copy Mut . adi�mlo � � of the original on file in this office., t ��»' £dos L�(op-� March 19 89 15, 1984 i� � p c . OV Attest 1AY1t---11---------- 19 `��� �'A � AL1C1A M. WENTWORTtI �uftt 4(its � . City Clerk-anJ E� officio Cle1h of the City "' I certify(or declare) under penalty of perjury City of [Juntimiton Beach, Cal. mg is true and correct. /� v uu Dated at GARDEN GRO" r �� �U✓ Deputy 15th� March QQQ alifor a,this ...- day of .. 19�'. Rita J. Richter Signature luOS 7 91 + S36/ f 4L WIN MINUTES REDEVELOPMENT AGENCY Council Chamber, Civic Center Huntington Beach, California Monday, March 19, 1984 A tape recording of this meeting is on file in the City Clerk' s Office Chairman Thomas called the regular meeting of the Redevelopment Agency to order and announced that a joint meeting of the City Council and the Redevelopment Agency had been called. REDEVELOPMENT AGENCY ROLL CALL Present: Pattinson, Thomas, MacAllister, Finley, Bailey, Mandic Absent: Kelly PUBLIC COMMENTS RELATING TO CITY/REDEVELOPMENT AGENCY ITEMS No one came forward to speak. MINUTES The Deputy Clerk presented the minutes of the regular meeting of the Redevelopment Agency held March 5, 1984 for consideration. A motion was made by Bailey, seconded by MacAllister, to approve and adopt the minutes of the regular meeting of March 5, 1984 as written and on file in the Clerk' s Office. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Finley, Bailey NOES: None ABSTAIN: Mandic ABSENT: Kelly PUBLIC HEARING - PROPOSED LEASE - TERRY PARK SENIOR CITIZENS HOUSING PROJECT The Chairman announced that this was the day and hour set for a public hearing to consider the proposed lease to the City of Huntington Beach of a senior citizens multi-family housing project known as the Terry Park Senior Citizens Housing Project located at the southwest quadrant of Talbert Avenue and Beach Boulevard, in the City of Huntington Beach. Such lease shall be upon the terms and subject to the conditions provided in the proposed form of lease agreement by and between the City and the Agency, dated as of March 1, 1984, a copy of which is on file with the Secretary of the Agency and is available for inspection by any interested person requesting the same at the Office of the Agency at 2000 Main Street, Huntington Beach, California 92648, between the hours of 8:00 a.m. and 5:00 p.m. , Monday through Friday, excluding holidays. The project is intended to be developed consistent with the referendum authority granted by Proposition L (approved by a majority of the City's t Page 2 - Redevelopment Agency Minutes - 3/19/84 voters in 6/80) pursuant to Article 34 of the California State Constitution and governing the City' s participation in the development, construction, owl financing, or acquisition of housing for elderly, handicapped, low or moderate income persons. The Deputy Clerk announced that all legal requirements for notification, publication and posting had been met, and that she had received no communications or written protests to the matter. The Chief Executive Officer suggested that the public hearing be opened and continued until such time as a study session could be held on all documents related to the project. The Chairman declared the hearing open. A motion was made by Pattinson, seconded by Bailey, to continue the public hearing open to 7:30 P.M. , Monday, March 26, 1984. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Finley, Bailey, Mandic NOES: None ABSENT: Kelly ALTERNATIVE APPROACHES TO DEVELOPMENT OF THE TALBERT-BEACH INDUSTRIAL SITE The Deputy Clerk presented a communication from the Redevelopment Coordinator regarding alternative approaches to promote development of the Talbert-Beach Industrial site, as requested by Council on March S, 1984. The Chief Executive Officer requested that this item be continued to the next meeting. o Z4 ' Z, o•; U Q On motion by Pattinson, second MacAllister, the Redevelopment Agency cod inue;', 4, L� consideration of alternative approaches to the development of the ' Talbert-Beach industrial site to April 2, 1984. The motion carried m unanimously. COASTAL PLAN - REPORT REQUESTED - 3/26/84 a Nc '" 1 .5 z Ems. � o The City Council requested a report on the Coastal Plan for the study s spon 6 scheduled for March 26, 1984. C r W o eo ADJOURNMENT ` c The Chairman adjourned the regular meeting of the Redevelopment Agency lb�, ' Monday, March 26, 1984 at 7:30 P.M. in the Council Chamber. F_ = ¢ V Alicia M. Wentworth City Clerk B Y " - ATTEST: Deputy Clerk Alicia M. Wentworth City er d BY ncL. - 41 - tlzz Clerk i 4 • e REDEVELOPMENT MINUTES Council Chamber, Civic Center Huntington Beach, California Monday, March 26, 1984 A tape recording of this meeting is on file in the City Clerk' s Office Chairman Kelly called the adjourned regular meeting of the City Council of the City of Huntington Beach to order at 7:30 P.M. ROLL CALL - REDEVELOPMENT AGENCY Present: Pattinson, Thomas, Kelly, Finley, Bailey, Mandic MacAllister (arrived at 8:15 P.M.) Absent: None JOINT MEETING OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY Chairman Kelly announced that a joint meeting of the City Council and the Redevelopment Agency had been called. ROLL CALL - COUNCIL Present: Pattinson, Thomas, Kelly, Finley, Bailey, Mandic MacAllister (arrived at 8:15 P.M.) Absent: None -7, ti TERRY PARK SENIOR CITIZENS APARTMENT PROJECT Tom Tincher, Redevelopment Coordinator presented a staff report for the Agency's information regarding the financing package for the Terry Park Senior Citizen Project. Discussion was held regarding the proposed transfer of $310,000 in the City's Unappropriated Fund Balance to the Redevelopment Agency as a loan; the vacancy factor; and the fee for maintenance and management of the project. Steve Kohler, Senior Community Development Specialist, presented a staff report regarding the various financial documents related to the project. The Agency deferred further consideration on this item to later in the meeting. PUBLIC HEARING - PROPOSED LEASE - TERRY PARK SENIOR CITIZENS HOUSING PROJECT RESOLUTION NO 78 - APPROVED IN CONCEPT - APPROVING RELATED DOCUMENTS - RESOLUTION NO 79 - APPROVED IN CONCEPT - ESTABLISHING PROJECT HOUSING FUND RESOLUTION NO 5361 - APPROVED IN CONCEPT - APPROVING RELATED DOCUMENTS The Chairman announced that this was the day and hour set for the continuation from March 19, 1984 of a public hearing by the Redevelopment Agency to Page 2 - Redevelopment Agency Minutes - 3/26/84 consider the proposed lease to the City of Huntington Beach of a senior -- citizens multi-family housing project known as the Terry Park Senior Citizens Housing Project located at the southwest quadrant of Talbert Avenue and Beach Boulevard, in the City of Huntington Beach. Such lease shall be upon the terms and subject to the conditions provided in the proposed form of lease agreement by and between the City and the Agency, dated as of March 1, 1984, a copy of which is on file with the Secretary of the Agency and is available for inspection by any interested person requesting the same at the Office of the Agency at 2000 Main Street, Huntington Beach, California 92648, between the hours of 8:00 a.m. and 5:00 p.m. , Monday through Friday, excluding holidays. The project is intended to be developed consistent with the referendum authority granted by Proposition L (approved by a majority of the City's voters in 6/80) pursuant to Article 34 of the California State Constitution and governing the City' s participation in the development, construction, financing, or acquisition of housing for elderly, handicapped, low or moderate income persons. The Chairman declared the hearing open. There being no one present to speak on the matter and there being no protests filed, either oral or written, the hearing was closed by the Chairman. The Deputy Clerk presented Resolution No. 78 for Redevelopment Agency consideration - "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT 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 (TERRY PARR SENIOR CITIZENS HOUSING PROJECT), AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION." On motion by Pattinson, second Finley, the Redevelopment Agency approved, in concept, Resolution No. 78 by unanimous vote; said resolution to return for formal action by Agency at a later date. The Deputy Clerk presented Resolution No. 79 for Redevelopment Agency consideration - "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ESTABLISHING TERRY PARK SENIOR CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF." (To be funded from portion of $823,000 due from the William Lyon Company from sale of condominium site.) On motion by Pattinson, second Finley, the Redevelopment Agency approved, in concept, Resolution No. 79 by unanimous vote; said resolution to return for formal action by Agency at a later date. The Deputy City Clerk presented Resolution No. 5361 for Council consideration - "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT AGREEMENT AND DEED OF TRUST, , APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI-FAMILY HOUSING FACILITIES (TERRY PARK SENIOR CITIZENS HOUSING PROJECT), AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION." , x Page 3 - Redevelopment Agency Minutes - 3/26/84 On motion by Pattinson, second Finley, Council approved, in concept, Resolution No. 5361 by unanimous vote; said resolution to return for formal Council action at a later date. I TERRY PARK SENIOR CITIZENS APARTMENT PROJECT - LYON CO GRADING APPROVED - TRANSFER OF FUNDS APPROVED The Agency resumed consideration of a staff report regarding the financing package for the Terry Park Senior Citizen Project. A motion was made by Pattinson, seconded by Bailey, to approve the following actions: 1. Authorize the William Lyon Company to proceed with the grading work on the Terry Park Senior Citizens Apartment project site with the understanding that the cost for such work, which shall not exceed $60,000, will be credited to The William Lyon Company toward its payment of the condominium project land acquisition price. (This action will advance their payment to the Agency and expedite the construction schedule for the project, and thus, reduce costs and the amount of dollars which the Agency would otherwise have to borrow. ) 2. Appropriate and * authorize the transfer of $310,000 in the City's Unappropriated Fund Balance to the Redevelopment Agency as a loan. These funds will allow the on-site construction work to commence immediately and result in substantial savings to the Redevelopment Agency and thus a reduction in project costs; the funds would be reimbursed from the condominium project land sale proceeds when they are received. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley, Bailey, Mandic NOES: None ABSENT: None The Redevelopment Coordinator presented the Section 33433 Report and sheets which reflect a preliminary financial analysis and project rent schedule. Councilman Thomas left the room. 3 � REQUEST FOR PROPOSALS FROM PROFESSIONAL MANAGEMENT FIRMS FOR TERRY PARK SENIOR CITIZEN APARTMENT PROJECT Following discussion, a motion was made by MacAllister, seconded by Pattinson, that Council approve and authorize distribution of Request for Proposals from professional management firms for Terry Park Senior Citizen Apartment Project. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Kelly, Finley, Bailey, Mandic NOES: None ABSENT: (Thomas out of the room) Page 4 - Redevelopment Agency Minutes - 3/26/84 Councilman Thomas returned to the room. PW INDUSTRIAL COMMITTEE REPORT AND SLIDE PRESENTATION ON ECONOMIC DEVBLOPMENT PROGRAM Tom Tincher Redevelopment Coordinator, gave a slide presentation on the Economic Development Program. He presented a report from the Industrial Committee. Discussion was held regarding a proposal from Business to Business magazine pertaining to advertisement and brochures, the slide presentation and a proposed videotape. Following discussion, a motion was made by Bailey, seconded by MacAllister, that Council direct staff to pursue brochures and Business to Business magazine proposals; and to approve in concept the slide show and videotape and direct staff to bring back a proposal for in-house production of the slide presentation and videotape. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley, Bailey, Mandic NOES: None ABSENT: None Councilman Mandic left the room. 1 l STAFF PRESENTATION ON DOWNTOWN REDEVELOPMENT IMPLEMENTATION STRATEGY COUNCIL DIRECTION GIVEN Tom Tincher, Redevelopment Coordinator, presented a staff report regarding the downtown development. Discussion was held regarding procedures for public input regarding plans for the downtown areas, particularly plans related to traffic circulation. A motion was made by Bailey, seconded by Finley, that Council direct staff to hold meetings in each sub-area to include the property owners and other affected parties of that area. Following discussion, the motion was withdrawn. Following discussion, a motion was made by MacAllister, seconded by Finley, to authorize staff to continue their work in each of the sub areas with the appropriate public and property owner review of the proposed plans prior to the public hearing, perhaps as a Saturday review. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley, Bailey NOES: None ABSENT: Mandic (out of the room) Councilwoman Finley stated that she would like periodic reports on the steps that have been taken to receive input from the property owners and persons in the community that would be affected by redevelopment plans. The 04, Redevelopment Coordinator stated that this information could be incorporated into his regular report. Page 5 - Redevelopment Agency Minutes - 3/26/84 A motion was made by Pattinson, seconded by Kelly, to resume publication of the Sands with a redevelopment report published on a regular basis. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Kelly, Finley, Bailey NOES: None ABSENT: Mandic (out of the room) Councilman Mandic returned to the room. 3 ) ALTERNATIVE APPROACHES TO DEVELOPMENT OF THE TALBERT-BEACH INDUSTRIAL SITE - CONTINUED FROM 3/19 84) The Deputy Clerk presented a communication from the Redevelopment Coordinator regarding alternative approaches to promote development of the Talbert-Beach Industrial site, as requested by the Agency on March 5, 1984. Tom Tincher, Redevelopment Coordinator, presented a staff report. Mr. Tincher stated that he had contacted the Ferro Corporation, as directed by Council, and that it was the intention of the corporation to relocate to a larger property outside the city so they could expand their operation. He informed Ferro that staff would work with them to locate an alternate site within the City, and suggested the Talbert-Beach industrial site as a possible location. Mr. Tincher stated that representatives from the Ferro Corporation would be arriving from Cleveland on March 27, 1984 to meet with staff regarding the matter. Following discussion, a motion was made by MacAllister, seconded by Thomas, that the Agency direct staff to continue to look at all new alternative approaches to the development of the Talbert-Beach industrial site and return with a report to the Agency at the meeting of March 19, 1984. The motion carried by the following roll call vote: AYES: Pattinson, MacAllister, Thomas, Kelly, NOES: Finley, Bailey, Mandic ABSENT: None MOBILE HOME SHELTER PARK CONCEPT 0 The Director of Development Services informed Council that they had been provided with a copy of a memorandum dated March 23, 1984 regarding mobilehome shelter park concepts. Discussion was held regarding the various sites within the City that staff had selected as being suitable for mobile home park relocation projects. In addition to the sites listed the Huntington Beach Transfer Station on Gothard Street was suggested as a site. The City Administrator pointed out that some I( of the sites listed on the memo were not intended for mobilehome parks but perhaps for prefabricated houses or rentals. In answer to an inquiry from Council the City Administrator stated that staff would present the concept of a shelter mobilehome park at the meeting of April 16, 1984. Councilman MacAllister requested information regarding how many mobilehome units were being considered for relocation. elf) Page 6 - Redevelopment Agency Minutes - 3/26/84 COASTAL PLAN - MAYOR/STAFF TO MEET WITH COASTAL COMMISSION STAFF r The Director of Development Services informed Council that they had been provided with a memorandum dated March 12, 1984 presenting proposed changes to the coastal zoning. Following discussion, a motion was made by MacAllister, seconded by Pattinson, to direct the Mayor, staff and one or two Councilmembers to meet with Coastal Commission staff prior to the Coastal Commission meeting, to try to iron out differences as expressed in Development Services memorandum dated March 23, 1984 as follows: 1. Language for allowing some improvements to flood control structures in wetlands which would not impact the wetland. 2. The requirement for a 25 foot lateral accessway where access is required on waterfront parcels. 3. Whether or not a release of liability must be obtained by the City for projects in identified hazard areas. F fi. �r 4. The height of permitted parking decks on the ocean side of Pacific Coast Highway. The motion carried unanimously. Councilmembers Finley and Bailey left the meeting at 11:00 P.M. ORDINANCE TO BE AMENDED - APPRAISAL RELATED TO SALE OF SURPLUS PROPERTY Councilman Thomas stated his concern regarding thc need for Council input after City's surplus property has been appraised and before a price has been determined. Following discussion, a motion was made by Thomas, seconded by Pattinson, to direct staff to amend the ordinance pertaining to sale of surplus property adding a provision to submit the appraisal of the property to Council before setting a bid price for the property. The motion carried by the following roll call vote: g AYES: Pattinson, Thomas, Kelly NOES: MacAllister, Mandic ABSENT: Finley, Bailey (41 Page 7 - Redevelopment Agency Minutes - 3/26/84 ADJOURNMENT - COUNCIL/REDEVELOPMENT AGENCY The Mayor/Chairman adjourned the adjourned regular meeting of the City Council and the Redevelopment Agency of the City of Huntington Beach to Monday, April 2, 1984 at 6:30 P.M. in Room B-8. Alicia M. Wentworth Clerk of the Redevelopment Agency and City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California BY: a�� Deputy City Clerk/Clerk ATTEST Alicia M. Wentworth City Clerk/Clerk BY: a- CGuc7c� Deputy City Clerk Clerk The foregoing instrument is a correct copy of the original on file in this office Attest ...3-uhe.-- It--------- � 19_�LJ.. ALICIA M. WEN TWORTH _ City Clerk aad EI cftlsio Clerk of the City Counci of the City of Huntington Beach, Cal. By �1� �.1 - �... ::4�.... Deputy �'[Ie(rrme fa THE CITY OF HUNTINGTON BEACH The document you are viewing contains additional information that is not possible to produce electronically . For information on how to locate this document for viewing , please contact or visit the City Clerk's Office for assistance . 2000 Main Street 2nd Floor — City Hall Huntington Beach CA 92648 (714) 536-5227 2314F JHHW.SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF MAILING I , Charles F Adams, under penalty of perjury, certify as follows: That for and on behalf of the City of Huntington Beach, California, and on January 31 , 1984, I caused to be mailed a California Debt Advisory Commission Report Form with respect to the above referenced Certificates of Participation, postage prepaid, to the California Debt Advisory Commission, at P.0 Box 1919, Sacramento, California 95809, a true copy of which report form is hereto attached Dated: June 19, 1984 S arles F Adams Jones Hall Hill & White, A Professional Law Corporation CALIFORNIA DEBT ADVISORY CO24ISSION REPORT FORK :4AIL TO: Hon. Jesse X. Ur,:uh DATE: 1/31/84 Treasurer of C` ifornia P.O. Box 1919 Sacramento, CA 95809 Pursuant to Section 8855 of the Government Code, you are hereby notified that this agency intends to sell an issue of debt securities as follows: NAME: CITY OF HUNTINGTON BEACH (Entity issuing the debt obligation) OFFICER IN CHARGE OF ISSUE: Nazi : Stephen V. Kohler TITLE:Sr. Community Development Specialist ADDRESS: 2000 Main Street PHONE:(714)536-5542 (Area code) (No.) (Ext.) Huntington Beach , California 92648 FORM OF DEBT: Lease - (Bond issue, Note, Lease (if lease, see over), Contract, Commercial Paper, etc. TYPE. General Fund (G.O., Revenue, Indus. Dev. , Charter City, Limited Obligation, Other) SCHEDULED DATE February 20, 1984 OF SALE: AUCTION* NEGOTIATED SALE* XX AUTHORIZED AMOUNT (Check one) OF ISSUE: PRINCIPAL: $6.000,000 (estimated) INTEREST:** MOUNT SOLD**: / TERM OF OBLIGATION: (Please list maturities schedule on reverse side of this form) PURPOSE(S) TO BE FINANCED BY THIS ISSUE: acquisition and construction of low income senior citizens rental housing (Terry Park Project) SOURCE(S) OF REPAYMENT: FINANCIAL ADVISOR: NIA FINANCIAL ADVISOR FEES**: UNDERWRITER: SfD pr UNDERWRITER FEES** l]P �.Y�nghr.8 BOND COUNSEL. Jones Hall Hill & White, APLC BOND COUNSEL FEES**: OTHER FEES** TOTAL SPREAD** *If competitive bidding is used, we would appreciate your sending along "Notice of Sale"; if negotiated, the "Offering Circular" or the "O.S.". **These items of information will be filled in by CDAC staff as a result of followup phone calls after the date of the sale. r _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ CONTACT: i p:=ice of the State Treasurer Falifornia Debt Advisory Commission FORM CDAC-81-2 Sacramento, California AMOUNT MATURITY E INTEREST RATE LEASE: $ $ % (Amount Principal) (Amount Interest) (Interest Rate) (Date of Execution) (Date of termination or condition of termination) (Expected Length) (Purpose of lease, i.e. , object or use to be acquired.) (Source of funding from which it is expected the cost of the lease will be paid.) Is this a lease purchase agreement? yes no If more than one lease is involved, use additional pages to list the information for each lease. 03/26/92 RECORDS INDEX Page 1 CATEGORY y BOX EXP DATE SUBJECT LABEL � CC/MS/PO S MF DES DATE RECORD # ---------- ------U----------------------------- -------- - --- -------- -------- 330 . 30 Revenue Bond-COP $4,600,000 A 2398 Emerald Cove Senior Citizens Housing Proj (Terry Park) 330 . 30 Revenue Bond-1991 Refunding COP A 2395 $5, 740, 000-Emerald Cove Senior Citizens Housing Prof (Jones Hall Hill & White) EM 450 . 20 ZC 77-32 M 118 1925 121 Applicant: EMERALD ENGINEERING Location: W/o Beach btwn Adams & Memphis-Action date: 2/6/78 EM 450. 20 ZC 77-23 M 118 1917 121 Applicant: EMERALD ENGINEERING Location: SE cor of Adams & Delaware-Action date: 11/21/77 EM 600 .10 EMERALD COVE SENIOR APT. M 1546 49 Financial Document Agrmts (This E 1990 file contains RCA & Res 78 & 79 & 5611-ester Emerald Cove Housing Fund, etc) JO 600 . 10 JONES HALL HILL & WHITE A 2396 Bond Counsel Services-Refunding Certificate of Participation (COP) proceedings-Emerald Cove Senior Citizens Housing Proj LO 600.10 LOMCO (LIVING OPPORTUNITIES ) A 258 Emerald Cove Senior Housing LY 600 .10 WILLIAM LYON M 1579 49 Disposition & Dev. Agrmt E 1991 Emerald Cove Sr. Citizen Housing Project TB 600 .30 REDEVELOPMENT AGENCY Talbert-Beach A 2397 Reimb Agrmt btwn Agency and Golden State Sanwa Bank for Terry Park Rental Proj Appraisal (Emerald Cove Senior Citizens Housing Proj ) 1743F JHHW:CFA:dfd 01/06/84 01/09/84 01/30/84 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 Coda Sec. 6103 and should be recorded free of charge. 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 of the City. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SECTION 2.2 Representations, Covenants and Warranties ofthe 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 toRevenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 4.6 Pledge and Assignment of Revenues; Creation of Special Fund. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 14 SECTION 4.7 Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION4.8 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 ) 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 > 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 ) 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") ; W I T N E S S E T H: 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 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 authorized 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. "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 "Closing Date" means the day when the Certificates of Participation, duly executed by the Trustee, are delivered to the Original Purchaser. "Code" means .he 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. (1 ) 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 Certificates; (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. 3 "Deed of Trust" means the Deed of Trust, Assignment of Rents and Security Agreement dated as of May 1, 1984 , executed and delivered by the Agency. "Delivery Costs" means a , l 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. 4 "Lease Agreement" or "Lease" means this Lease Agreement together with any duly authorized and executed amendments or -.upplements hereto. "Lease Payment" means any payment , equired 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 Aqreement 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(b)(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. 5 "Permitted Encumbrances" means, as of any particular time. (i) liens for general ad valorem taxes and assessments, if any, not +hen delinquent, or which the City may, pursuant to provisions of Article V hereof )ermit to remain unpaid, (ii ) the Assignment Agreement, (111 ) 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. 6 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 she 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 7 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 foregoing, 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 8 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 9 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 pioceeds 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 cf 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 10 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. 11 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 12 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. 13 Subject to the first paragraph of this Section 4.5, the City' s obligation to pay Lea,za Payments from Revenues and observe the other agreements on its part contairwl in this Agreement shall be absolute and unconditional . Until such time as all ease 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 in 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 to payment in full (or provision for such payment as provided in Section 10 1) of the 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 will , at the request of the City and at the City' s cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the 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, withuut the necessity for any further instrument of transfer. 14 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 Ilency 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. 15 ARTICLE V MAINTENANCE; ' 1XES; 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 trio 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 in 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 appezl therefrom and shall provide the Agency with 16 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 any' 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. 17 SECTION 5.6. Title Insurance. The City shall provide, at its own expense, on or before the Closing Date, an ALTA title insurance 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 th 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. 18 SECTION 5 10. No Discrimination. The City shall refrain from restricting the rental , sale or lease of the Project or the Site on the risis of race, color, creed, religion, sex, marital status, national origin or an stry 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 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 nd shall not remain effective for any period during which the Project shall be sutteased by the City pursuant to Section 8.2 hereof 20 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 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 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 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 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 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 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 contii 1 ng, 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 (i i i) 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 lea-,t 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 remedy shall be cumulative and shall be in addition to every other remedy given under this Lease )r now or hereafter existing at law or in equity No delay or omission to exec ise any right or power accruing upon any default shall impair any such right or pov,-,r 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 7t 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 ARTICLE X ,EPAYMENT 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 ARTICLE XI MISC _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 any inadequate or incorrect description of the Project hereby leased or intended so to be or for carrying out the expressed intention _,f 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 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 TY OF HUIiIINGTON BEACH, as ssor (SEAL) By ai a B Chief Ex utive Of cer Approved as to form: Attest: Vr�11g1e—ncy Counsel Secretary CITY OF NGTON BEACH, s Les e By \ M or lie By City Administrator (SEAL) Approved as to form: Attest: Z e"0—� City Attorney/Agency Attorney City Clerk 31 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 LEGAL DESCRIPTION OF SITE THAT PORTION OF THE NORTH ONE—HALF OF THE NORTHEAST QUARTER OF SECTION 35, TC IWN=.HIP 5 'OUTH, RAND,E 11 WEST, IN THE RANI:HCi LAS. BCIL_AS., AS '=Hi IWN ON A MAP RECORDED IN BOON" 51 , PACE I? OF M I S-C ELLANEC 11-IS MAPS ,, RECORDS- OF 0RANC,E COUNTY, CALIFORNIA, Air' THAT PORTION OF BLCIC F' E AND BLOCa A OF TRACT Nl:,. 172 AS. SHOWN ON o+ MAP RECORDED iRDED IN BOCIK 12, PACES 21 AND 22- OF SAID MISCELLANEOUS, MAF':_�, AND PCIFT I ON'_ OF BLOCKS C AND D OF TRACT NO. 574 AS SHOWN C iN A MAP RECORDED IN BO!W 1'�, PAGE 41 OF M I'SC EL LANEQU'_• MAPS, DESCRIBED A; A WHOLE A: FC ILLI:,W'_•: BEGINNING AT THE NOFTHWE,.,T CORNER OF LOT NO. i OF =.AID SLCICP E; THENCE ALONCI THE WEST LINE OF SAID LOT NO. 1 , SOUTH 0 DEGREE_ 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, MEAS-URED AT RIGHT ANC,LE= FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON S.A I D MAP OF TRACT NO. 172; THENCE ALONI_ ':.A I EI PARALLEL LINE, NORTH S'Zl DEGREES 09 ' 30" EAST 90. 44 FEET TO THE @EC,I NN I NG OF A TANGENT CURVE CONCAVE SuUTHWE STERLY AND HAVING A F•Arm lit i of FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THRO!IGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37" . AN ARC DISTANCE OF FEET TO THE BEGINNING OF A REVERS-E CURVE CONCAVE NORTHEASTERLY AND HAVING A RAD IU'= OF 240. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREE': 10 ' 16" , AN ARC DISTANCE OF 126. 33 FEET TO THE BEGINNING OF A REVER=.•E CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIU=. OF 200. 00 FEET; THENCE 'SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 31 DEGREES. 4,:� 00" , 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, =>'� AND 105 OF SAID BLOCK. A, SOUTH 172.94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID SLOC►' A; THENCE ALONG THE NORTH LINE OF SAID LOT 1121, NORTH 3''' DEGREES 10 ' 26" EAST 49. 00 FEET TO THE NORTHEAS-T CORNER OF SAID LOT 1 12; ` THENCE ALONE; THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF ;AID BLOCK. A, SOUTH Cl DEGREE. 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. S 1'47 AS SHOWN ON A MAP RECORDED IN BOOK 452, PAGES 42 THROUGH 48 INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, SOUTH 8':' DEGREES. 10 ' 50" WEST 245. 00 FEET TO THE WEST LINE OF SAID TRACT NO. S 1 Q7, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK' D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOT 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID EAST LINE, SOUTH 0 DEGREES 44 ' 1411 EAST 70. 00 FEET TO A POINT BEING NORTH 0 DEGREES 44 ' 14" WE:T 5E`4. `2 FEET FROM THE SC(UTHEA:.T CORNER OF :AID BLCIC: Li; THENCE S-OUTH 71 EiECREE: 155 46" WEST 81- . =:F• FEET; THENCE NORTH 57 DEGREES, 12 1 " WE=T 146. FEET; THENCE NORTH <:, DEGREE'S 47 �►��" EA'_.T 112. 00 FEET TCI A LINE PARALLEL WITH AND 150. 00 FEET WEST, MEA=i JRED AT RIGHT ANC iLE: FROM THE WEST LINE OF 'SAID TRACT NO. 172; THENCE ALONi; `.AID PARALLEL LINE, NORTH C, DEGREE': 44 14" WE_.T «5. :►�► FEET TO THE N!+RTH LINE CIF THE SOUTH LINE—HALF OF THE EA':T ONE—HALF OF THE NCiRTHEA':T Cil TARTER OF THE NORTHWEST VI DARTER OF THE NORTHEA_•T O TARTER OF SAID 'SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH S^ DEGREES. 10 ' 10" EAST 1150. 00 FEET TO THE WEST LINE OF SA I D TRACT NO. 172; THENCE NORTH O DEGREES 44 14" WEST ALONG SAID WE S T LINE, 27c). 76. FEET TO THE TRUE POINT OF BEGINNING. 33 EXCEFTINI, THEREFROM, LOT: 1 AND ll IN BLOCV A OF :AID TRACT NO. 172. AL'_,C f EXCEPTING THEREFF OM, ALL OIL, CA:-: , AND OTHER HYDROC ARPON TANI:E'= , IN, ON QR UNDER '=AIL, LAND, A'. RE=EFt`•'EU AND CRANTEL� I N LiEE[i il OF RECORD. 34 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On Avnt 1. 19,PY , before me, the undersigned, a Notary Public in and for said Cou ty and State, personally appeared TAck ke,11/ CA les (V -jXdHpspAj and kjpA,fwoe�l,, personally known' to me -(ar- 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 OFFICIAL SEAL Notary Public in and for said C ty CONNIE A BROCKWAY and State (S E A LW.,!, NOTARY PUBLIC - CALIFORNIA PRINCIPAL AE COUNTY OFFICE IN O My commission expires. /jq —/0 —8S RAN MY COMMISSION EXPIRES OCT 10 1985 35 STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On 13 /5 p , before me, the undersigned, a Notary Public in and for said Coun y and State, personally appeared -5A- ck dU , �'l�A'ele5 W-Tkom oSON and A';,ct4 /ij. GMAjfwog#) personally known to me (or--p even 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 . /J t"EPwVu iF OFFICIAL SEAL V Notary Public i n and for said CouAy P � Y Y CONNIE A BROCKWAY and State (S E 1f� _r� NOTARY PUBLIC CALIFORNIA PRINCIPAL OFFICE IN ORANGE COUNTY My commission expires: MY COMMISSION EXPIRES OCT 10 1985 36 1851F JHHW:CFA:dfd 1/30/84 6/06/84 6/15/84 AFTER RECORDATION RETURN TO i JONES HALL HILL & WHITE, A PROFESSION LAW CORPORATION Four Embarcadero Center, Suite 1950 San Francisco, California 94111 Attention. Charles F Adams ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT, made and entered into as of the 1st day of May, 1984, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") and FIRST INTERSTATE BANK OF CALIFORNIA, as trustee (the "Trustee"); WITNESSETH: In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows. Section 1. Recitals. (a) The Agency and the City of Huntington Beach (the "City") have entered into an agreement entitled "Lease Agreement" , dated as of May 1, 1984 and recorded concurrently herewith (the "Lease Agreement") whereby the Agency has agreed to lease to the City, and the City has agreed to lease from the Agency the Project and the Site (as said terms are more particularly defined in the Lease Agreement) in the manner and on the terms set forth in the Lease Agreement, which terms include, without limitation, the obligation of the City to pay Lease Payments (as defined in the Lease Agreement) to the Agency in consideration of the City's use and enjoyment of the Project and the Site under the Lease Agreement. (b) Under the Lease Agreement, the Agency is required to deposit or cause to be deposited with the Trustee, as the case may be, certain sums of money to be credited, held and applied in accordance with the Lease Agreement and with a Trust Agreement dated as of May 1, 1984 (the "Trust Agreement") among the Agency, the City and the Trustee. (c) Upon delivery of the Lease Agreement, the Agency is required to deposit with the Trustee, in addition to other moneys to be deposited with the Trustee, moneys for the acquisition, construction and improvement of the Project and the Site. For the purpose of obtaining such moneys, the Agency is willing to sell to certain persons (the "Owners") undivided interests in the Lease Payments, such undivided interests to be evidenced by certificates of participation therein (the "Certificates") . In order to make such undivided interests marketable on terms acceptable to the Agency, the Agency is willing to assign and transfer its 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 free of charge. rights under the Lease Agreement to the Trustee for the benefit of the Owners of the Certificates. Concurrently with the delivery of this Agreement, the Trustee, on behalf of the Agency, is executing, selling and delivering the ,Certificates in an aggregate face amount of Four Million Six Hundred Thousand Dollars ($4,600,000.00) to Stone & Youngberg. The proceeds of such sale are anticipated to be sufficient to permit the Agency to make deposits required under the Lease Agreement and the Trust Agreement and to Dermit the Agency to pay therewith the cost of acquisition, construction and improvement of the Project and the Site. (d) Each of the parties has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its officers to execute it. Section 2. Assignment. The Agency hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of the Certificates executed and delivered under the Trust Agreement, all of the Agency' s rights under the Lease Agreement, as may be amended from time to time in accordance with the terms thereof, (excepting only the Agency' s rights under Sections 4.9, 5.10, 7.3 and 9.4 of the Lease Agreement) , including without limitation (1) the right to receive and collect all of the Lease Payments (including prepayments thereof) from the City under the Lease Agreement, (2) the right to receive and collect any proceeds of any insurance maintained thereunder, of any condemnation award rendered with respect to the Project or the Site, or of any lease or sale of the Project and the Site in the event of a default by the City under the Lease Agreement, and (3) the right to exercise such rights and remedies conferred on the Agency pursuant to the Lease Agreement as may be necessary or convenient (i) to enforce payment of the Lease Payments, prepayments thereof and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund established under the Trust Agreement, or (ii ) otherwise to protect the interests of the Agency in the event of a default by the City under the Lease Agreement. All rights assigned by the Agency shall be administered by the assignee thereof according to the provisions of the Trust Agreement and for the equal and proportionate benefit of the Owners of the Certificates. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing equally and proportionately, the payments due pursuant to the Lease Agreement and Trust Agreement to, and the rights under the Lease Agreement and Trust Agreement of, the Owners of the Certificates delivered pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement. Section 4. Conditions. This Assignment Agreement shall confer no rights or impose no duties upon the Trustee beyond those expressly provided in the Lease Agreement and Trust Agreement. 2 IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by this officers thereunto duly authorized as of the day and year first written above. REDEVELOPMENT AGENCY OF THE CI OF HUNTIN CH By airm n (SEAL) Attest: 2, Secretary FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee Approved 4s to form: By V r dent ency Counsel By Assistant Secretary 3 f STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, the undersigned, a Notary Public in and for said Count" and State, personally appeared /�G/� ( and- j. �c�� Al Gt,c 4wbL* personally known to me (er proved to me n+fie—baste—of-- satiar+nr�, to be the Chairman 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 Y� OFFICIAL SEAL CONN;E A . QP,OCKWAY Notary Public in and for said County �Z NOTARY PUPLIC CALIFORNIA and State PR0 -IP.,L OFFICE IN �j r A L� ORANGE COUNiY S IONEXPIRES OCT 101985 My commission expires j 1 OFFICIAL SEAL CONNIE A BROCKWAY NOT,,Ry PUBLIC CALIFORNIA PRINCIPAL OFFICE IN MY COMMISSip RANGE COUNTY N EXPIRES OCT 10 1985 4 a STATE OF CALIFORNIA ) ss COUNTY OF Los Angeles ) On June 11, 1984 , before me, the undersigned, a Notary Public in and for said County and State, personally appeared R. Lug and- R. A. Baldinn , personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President and an Assistant Secretary, respectively, of First Interstate Bank of California, the banking corporation that executed the within instrument and known to me to be the person who executed the within instrument on behalf of said banking corporation. WITNESS my hand and official seal . i((OFF!,, T���?C-fd--.t�lTafvi l%r ` � l L S�Yt i._ �����(///�� ♦ l^'�^/V C (rl+i vR/ i �.�-C FA�,(��Aft )Ina Notary Public in nd for said County 11, and State try v'-n,ri t 0,, 1, 19ti; My commission expires: 7/7/87 5 1746F JHHW:CFA:dfd 1/09/84 :dc 1/30/84 2/21/84 3/07/84 3/29/84 3/30/84 4/27/84 4/30/84 5/18/84 6/06/84 6/13/84 6/18/84 TRUST AGREEMENT Dated as of May 1, 1984 by and among FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, as Lessor and the CITY OF HUNTINGTON BEACH, as Lessee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.02 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE II THE CERTIFICATES OF PARTICIPATION Section 2.01 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.02 Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.03 Maturity; Interest Rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.04 Form of Certificates; Interest. . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.05 Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.06 Execution; Authentication. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.07 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.08 Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.09 Certificates Mutilated, Lost, Destroyed or Stolen. . . . 9 Section 2. 10 Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 2. 11 Execution of Documents and Proof of Ownership. . . . . . . . 10 Section 2. 12 Certificate Register. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2. 13 Delivery of Additional Certificates. . . . . . . . . . . . . . . . . . 11 Section 2. 14 Temporary Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE III CONSTRUCTION FUND Section 3.01 Construction Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.02 Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.03 Transfers of Unexpended Proceeds. . . . . . . . . . . . . . . . . . . . . 13 ARTICLE IV REDEMPTION OF CERTIFICATES Section 4 01 Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 4.02 Selection of Certificates for Redemption. . . . . . . . . . . . . 15 Section 4.03 Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 4.04 Partial Redemption of Registered Certificate. . . . . . . . . 15 Section 4.05 Effect of Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . 16 (i) Page ARTICLE V LEASE PAYMENTS; LEASE PAYMENT FUND Section 5.01 Assignment of Rights in Lease Agreement. . . . . . . . . . . . . . 17 Section 5.02 Establishment of Lease Payment Fund. . . . . . . . . . . . . . . . . 17 Section 5.03 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 5.04 Application of Moneys. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 5.05 Transfers of Investment Earnings to Construction Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 5.06 Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5 07 Letter of Credit Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5.08 Letter of Credit Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE VI RESERVE FUNDS Section 6.01 Establishment of Reserve Funds. . . . . . . . . . . . . . . . . . . . . . . 19 Section 6.02 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 6.03 Transfers of Excess. . . . . . . . . . . . . . 19 Section 6.04 Application of Moneys in Lease Payment Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 6.05 Application of Moneys in Interest Reserve Fund. . . . . . . 20 ARTICLE VII INSURANCE AND CONDEMNATION FUND INSURANCE, EMINENT DOMAIN Section 7.01 Establishment and Application of Insurance and Condemnation Fund; Application of Net Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 7.02 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE VIII MONEYS IN FUNDS; INVESTMENT Section 8.01 Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.02 Investments Authorized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.03 Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.04 Allocation of Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.05 Valuation and Disposition of Investments. . . . . . . . . . . . . 22 (ii) Page Section 8.06 Commingling of Moneys in Funds. . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.07 Arbitrage Covenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 8.08 Proceedings Against Confirming Bank. . . . . . . . . . . . . . . . . 23 ARTICLE IX THE TRUSTEE Section 9.01 Appointment of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.02 Liability of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.03 Merger or Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 9.04 Protection and Rights of the Trustee. . . . . . . . . . . . . . . . . 25 ARTICLE X MODIFICATION OR AMENDMENT OF AGREEMENTS Section 10.01 Amendments Permitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 10.02 Procedure for Amendment with Written Consent of Certificates Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 10.03 Disqualified Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 10 04 Effect of Supplemental Agreement. . . . . . . . . . . . . . . . . . 28 Section 10.05 Endorsement or Replacement of Certificates Delivered After Amendments. . . . . . . . . . . . . . . . . . . . . . 29 Section 10.06 Amendatory Endorsement of Certificates. . . . . . . . . . . . . . . 29 Section 10.07 Consent of Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ARTICLE XI COVENANTS Section 11.01 Compliance With and Enforcement of Agreements. . . . . . . . 30 Section 11.02 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 11.03 Observance of Laws and Regulations. . . . . . . . . . . . . . . . . . . 30 Section 11.04 Prosecution and Defense of Suits. . . . . . . . . . . . . . . . . . . . . 30 Section 11.05 Recordation and Filing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 11 06 Limitation of Liability to Revenues. . . . . . . . . . . . . . . . . 31 Section 11.07 Substitute Letter of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 11.08 Indemnification During Possesion of Site . . . . . . . . . . . . 31 - Section 11.09 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 (iii) Page ARTICLE XII LIMITATION OF LIABILITY Section 12.01 Limited Liability of City. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 12.02 No Liability for Trustee Performance. . . . . . . . . . . . . . . . 32 Section 12.03 Limited Liability of Trustee . . . . . . . . . . . . . . . . . . . . . . 32 Section 12.04 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 12 05 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 12.06 Limitation of Rights to Parties and Certificate Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATES OWNERS Section 13.01 Assignment of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 13 02 Events of Default Defined. . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 13 03 Acceleration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 13.04 Application of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 13 05 Institution of Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 36 Section 13.06 Non-waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 13.07 Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 13.08 Power of Trustee to Control Proceedings. . . . . . . . . . . . . . 37 Section 13.09 Limitation on Certificate Owners' Right to Sue 37 Section 13. 10 Drawing on Letter of Credit and Confirming Letter of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 13.11 Notification to Moody' s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE XIV MISCELLANEOUS Section 14.01 Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 14 02 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 14 03 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 14.04 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 14.05 Binding Effect; Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 14.06 Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 14.07 Destruction of Cancelled Certificates. . . . . . . . . . . . . . . . 41 Section 14.08 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 14.09 Limitation of Rights to Parties and Certificate - Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 14. 10 Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 14. 11 Separability of Invalid Provisions. . . . . . . . . . . . . . . . . . . 42 Exhibit A - Form of Certificate of Participation (iv) TRUST AGREEMENT THIS AGREEMENT, made and entered into as of this 1st day of May, 1984, by and among FIRST INTERSTATE BANK OF CALIFORNIA, a banking corporation duly organized and existing under the laws of the State of California (the "Trustee"), the REDEVELOPMENT AGENCY OF CITY OF HUNTINGTON BEACH, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency") , and the CITY OF HUNTINGTON BEACH, a municipal corporation duly organized and existing under the laws of said State (the "City"), WITNESSETH: WHEREAS, the City and the Agency have entered into a Lease Agreement dated as of the date hereof (the "Lease Agreement") , whereby the Agency has agreed to acquire and construct multifamily rental housing facilities (the "Project") and the site thereof (the "Site") , and to lease the Project and the Site to the City and the City has agreed to lease the Project and the Site from the Agency, and WHEREAS, for the purpose of obtaining the moneys required to be deposited by it with the Trustee for financing the acquisition and construction of the Project and the Site, the Agency proposes to assign and transfer certain of its rights under the Lease Agreement to the Trustee, and in consideration of such assignment and the execution of this Trust Agreement, the Trustee has agreed to execute and deliver Certificates of Participation, each evidencing a proportionate interest in the Lease Payments and Prepayments made by the City under the Lease Agreement, to provide the moneys required herein to be deposited by the Agency; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall , for all purposes of this Trust Agreement, have the meanings herein specified. "Agency" means the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic 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 authorized to act on behalf of the Agency under or with respect to the Lease Agreement 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 or supplements thereto "Bank" means Golden State Sanwa Bank, a California banking corporation, its successors and assigns. "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" means the $4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) to be executed and delivered pursuant hereto. "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 to act on behalf of the City under or with respect to this Agreement as evidenced by a resolution conferring such authority adopted by the City Council . 2 "Closing Date" means the day when the Certificates, duly executed by the Trustee, are delivered to the Original Purchaser. "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 Certificates; 010 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 or the City 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 this Trust Agreement. - "Deed of Trust" means the Deed of Trust, Assignment of Rents and Security Agreement dated as of May 1, 1984, executed and delivered by the Agency. 3 "Delivery Costs" means all items of expense directly or indirectly payable by or reimbursable to the City or the Agency relating to the execution, sale and delivery of the Lease Agreement or the Certificates, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee, financing discounts, legal fees and charges, origination fee of the Bank with respect to the Letter of Credit, 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 reporting fee, fees 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. "Event of Default" means an event of default under the Lease Agreement, as defined in Section 9. 1 thereof. "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 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 hereof "Interest Payment Date" means each of the dates specified in Section 2.04 on which interest is due and payable with respect to the Certificates. "Interest Reserve Fund" means the fund by that name established and held by the Trustee pursuant to Article VI hereof. "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. 4 "Investment Agreement" means that certain agreement between the Trustee and the Bank relating to the investment of moneys held by the Trustee hereunder. "Lease Agreement" means the Lease Agreement, dated as of May 1, 1984, by and between the City and the Agency, together with any duly authorized and executed amendments or supplements thereto. "Lease Payment" means all payments required to be paid by the City on any date pursuant to Section 4.4 of the Lease Agreement and as set forth in Exhibit A to the Lease Agreement. "Lease Payment Fund" means the fund by that name established and held by the Trustee pursuant to Article V hereof. "Lease Payment Reserve Fund" means the fund by that name established and held by the Trustee pursuant to Article VI hereof. "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 hereof. "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 Substitute Letter of Credit. "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 hereof. "Letter of Credit Fee Account" means the account by that name established and held by the Truste pursuant to Section 5 08. "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. ''Moody' s" means Moody' s Investors Service, Inc. , its successors and assigns. "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. "Outstanding", when used as of any particular time with respect to Certificates, means (subject to the provisions of Section 10 03) all Certificates theretofore executed and delivered by the Trustee under this Agreement except — 5 (1) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Certificates for the payment or redemption of which money or Federal Securities, or any combination thereof, in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of such Certificates) , provided that, if such Certificates are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Section 4.03 or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (3) Certificates in lieu of or in exchange for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2 09 hereof "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 Certificate shall be registered. "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 of the Lease Agreement, permit to remain unpaid; (ii ) the Assignment Agreement, (iii ) the 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) the Deed of Trust; (vi ) 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; 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 the Lease and to which the Agency and the City consent in writing. "Permitted Investments" 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) Federal Securities; (b) certificates of deposit in commercial banks (including the Trustee) , savings and loan associations or mutual savings banks, which certificates of deposit are fully secured at all times by Federal Securities; (c) certificates of deposit, savings accounts, deposit accounts or depository receipts of any bank (including the Trustee) , savings and loan association or mutual savings bank, which are fully insured by the Federal Deposit - Insurance Corporation or the Federal Savings and Loan Insurance Corporation; and (d) the Investment Agreement. 6 "Prepayment" means any payment applied towards the prepayment of the Lease Payments, in whole or in part, pursuant to Article X of the Lease Agreement as a prepayment of the Lease Payments. "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. "Regular Record Date" means the close of business on the fifteenth day of the month preceding each Interest Payment Date, whether or not such fifteenth day is a business day "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 hereunder, and (v) any other amounts required hereunder or under the Lease Agreement to be applied to the payment of the Lease Payments. "Site" means that certain real property located in the City of Huntington Beach described in Exhibit B attached to the Lease Agreement, on which the Project is to be situated. "State" means the State of California. "Substitute Letter of Credit" means an irrevocable letter of credit which satisfies the criteria of Section 11.07 hereof to be delivered by the City to the Trustee to replace the original Letter of Credit. "Term of the Lease Agreement" means the time during which the Lease Agreement is in effect, as provided in Section 4.2 of the Lease Agreement. "Trust Agreement" or "Agreement" means this Trust Agreement, together with any amendments or supplements hereto permitted to be made hereunder. "Trustee" means First Interstate Bank of California, or any successor thereto acting as Trustee pursuant to this Trust Agreement. Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers and persons signing it. 7 ARTICLE II THE CERTIFICATES OF PARTICIPATION Section 2.01 Authorization. The Trustee is hereby authorized and directed upon written request from the Agency to prepare, execute and deliver, to the Original Purchaser, Certificates in an aggregate principal amount of $4,600,000 evidencing proportionate ownership interests in the Lease Payments and the Prepayments. Section 2.02. Date. Each Certificate shall be dated as of June 1, 1984, and interest with respect thereto shall be payable from the Interest Payment Date next preceding the date of authentication thereof, unless: (i) it is authenticated as of an Interest Payment Date, in which event interest with respect thereto shall be payable from the date thereof; or (ii ) it is authenticated after a Regular Record Date and before the following Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date, or (iii ) it is authenticated prior to November 15, 1984, in which event interest with respect thereto shall be payable from June 1, 1984; provided, however, that if, as of the date of any Certificate, interest is in default with respect to any Outstanding Certificates, interest with respect to such Certificate shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Certificates. Section 2.03 Maturity; Interest Rates. The Certificates shall mature on June 1, 1994, and interest with respect thereto shall be computed at the rate of nine and one-half percent (9-1/2%) per annum. Section 2.04. Form of Certificates; Interest. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the denomination of $5,000 or any integral multiple thereof, except that no fully registered Certificate may have principal maturing in more than one year. Interest with respect to the Certificates shall be payable on December 1, 1984, and thereafter semiannually on June 1 and December 1 of each year to and including the date of maturity or redemption, whi-chever is earlier. Said interest shall represent the portion of Lease Payments designated as interest and coming due during the six-month period preceding each Interest Payment Date with respect to the Certificates. The proportionate share of the portion of Lease Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Lease Payments designated as principal with respect to such Certificate by the rate of interest applicable to such Certificate. Section 2.05. Form. The Certificates and the form of assignment and certificate of authentication to appear thereon shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference - incorporated herein. Section 2.06. Execution; Authentication. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized officer of the Trustee. Each Certificate delivered hereunder shall be 8 authenticated by the Trustee, an authorized officer of which shall date and execute the certificate of authentication on each Certificate in the form set forth in Exhibit A hereto. Section 2.07. Application of Proceeds. The proceeds received by the Trustee from the sale of the Certificates shall forthwith be set aside by the Trustee in the following respective funds and accounts and in the following order of priority- (1) The Trustee shall deposit in the Lease Payment Fund an amount equal to the Lease Payments of advance rental due and payable on the Closing Date by the City under the Lease Agreement. (2) The Trustee shall deposit in the Interest Reserve Fund an amount equal to the Interest Reserve Requirement. (3) The Trustee shall deposit in the Lease Payment Reserve Fund an amount equal to the maximum monthly Lease Payment payable by the City under the Lease Agreement. (4) The Trustee shall deposit in the Letter of Credit Fee Account the amount of $46,000. (5) The Trustee shall deposit the remainder of said proceeds in the Construction Fund. Section 2.08. Transfer and Exchange. (a) Transfer of Certificates. Any Certificate may, in accordance with its terms, be transferred upon the books required to be kept pursuant to the provisions of Section 2.12 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Certificate for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute, authenticate and deliver a new Certificate or Certificates, for like aggregate principal amount. No transfer of Certificates shall be required to be made during the period between a Regular Record Date and the next succeeding Interest Payment Date. (b) Exchange of Certificates. Certificates may be exchanged at the principal corporate trust office of the Trustee in Los Angeles, California, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. The Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of Certificates shall be required to be made during the period between a Regular Record Date and the next succeeding - Interest Payment Date. Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like tenor, 9 maturity and number in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it and redelivered to, or upon the order of, the City. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and, if an indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor and maturity as the Trustee shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of an appropriate fee for each new Certificate delivered under this Section 2.09 and of the expenses which may be incurred by the Trustee in carrying out the duties under this Section 2.09. Any Certificate issued under the provisions of this Section 2.09 in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Agreement with all other Certificates secured by this Agreement The Trustee shall not be required to treat both the original Certificate and any duplicate Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and duplicate Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section 2.09, in lieu of delivering a new Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Certificate. Section 2. 10 Payment. Payment of interest due with respect to any Certificate or any Interest Payment Date shall be made to the person appearing on the registration books of the Trustee as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check or draft mailed to such Owner at his address as it appears on such registration books or at such other address as he may have filed with the Trustee for that purpose. The principal and redemption price with respect to the Certificates shall be payable in lawful money of the United States of America upon surrender at the principal corporate trust office of the Trustee in Los Angeles, California. Section 2.11. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Agreement (except as otherwise herein provided) , if made in the following manner: (a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of 10 America, or of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded in such jurisdictions, that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority. (b) The fact of the ownership of Certificates by any person and the amount, the maturity and the numbers of such Certificates and the date of his holding the same shall be proved by the registration books maintained pursuant to Section 2.12. Nothing contained in this Article II shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 2.12 Certificate Register The Trustee will keep or cause to be kept, at its principal corporate trust office in Los Angeles, California, sufficient books for the registration and transfer of the Certificates which shall at all times be open to inspection by the City and the Agency; and, upon presentation for such purpose, the Trustee shall , under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Certificates as hereinbefore provided. Section 2 13. Delivery of Additional Certificates In addition to the Certificates herein authorized to be executed and delivered, the parties hereto may enter into an agreement supplemental hereto for the purpose of authorizing the execution and delivery of additional Certificates, subject to the prior written consent by the Bank Representative and subject to the following specific conditions which are hereby made conditions precedent to the execution and delivery of such additional Certificates: (1) The City and the Agency shall have entered into an agreement amendatory of or supplemental to the Lease Agreement pursuant to and in accordance with Section 8.3(a) of the Lease Agreement, pursuant to which the City is obligated to pay additional Lease Payments. (2) Such additional Certificates shall be payable as to principal and interest on June 1 and December 1 in each year, in the respective amounts equal to the principal components of such additional Lease Payments coming due during the preceding twelve months and to the interest components of such additional Lease Payments coming due during the preceding six months. - (3) Such supplemental agreement shall provide that the proceeds of sale of such additional Certificates deposited in the Construction Fund shall be used solely to pay the costs of acquiring, constructing and improving additions to the Project and the Site 11 Such additional Certificates shall represent undivided proportionate interests of the Owners thereof in the Lease Payments and additional Lease Payments, without preference, priority or distinction as to payment or otherwise of any of the Certificates or such additional Certificates over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any reason or cause whatsoever, except as expressly provided herein or in such supplemental agreement. Section 2. 14. Temporary Certificates. The Certificates may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery The temporary Certificates may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Certificate shall be executed by the Trustee upon the same conditions and in substantially the same manner as the definitive Certificates If the Trustee delivers temporary Certificates it will execute and furnish definitive Certificates without delay, and thereupon the temporary Certificates may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Trustee in Los Angeles, California, and the Trustee shall deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits pursuant to this Trust Agreement as definitive Certificates authenticated and delivered hereunder. r 12 ARTICLE III CONSTRUCTION FUND Section 3 01. Construction Fund. The Trustee shall establish a special fund designated as the "Construction Fund" ; shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein and in the Lease Agreement. All moneys at any time deposited in the Construction Fund shall be held by the Trustee in trust for the purposes specified herein. There shall be deposited in the Construction Fund the proceeds of sale of the Certificates required to be deposited therein pursuant to Section 2 07 hereof, investment earnings on the Lease Payment Fund pursuant to Section 5.05 hereof and investment earnings on the Interest Reserve Fund and the Lease Payment Reserve Fund pursuant to Article VI hereof, and any other funds from time to time deposited with the Trustee for such purpose. Section 3.02. Disbursements. The moneys in the Construction Fund shall be disbursed to pay the Construction Costs and the Delivery Costs, upon the written order of the Agency Representative executed and delivered to the Trustee directing such disbursements as follows- (1) In the case of payment of Delivery Costs, the Trustee shall disburse moneys in the Construction Fund only upon a requisition signed by the Agency Representative setting forth the amounts to be disbursed for payment or reimbursement of Delivery Costs and the person or persons to whom said amounts are to be disbursed, stating that the amounts to be disbursed are for Delivery Costs properly chargeable to the Construction Fund. (2) In the case of Construction Costs, the Trustee shall disburse moneys in the Construction Fund from time to time upon receipt by the Trustee of a requisition signed by the Agency Representative and accompanied by a written approval by the Bank Representative, which: (a) states with respect to each disbursement to be made: (1 ) the requisition number, (ii ) the name and address of the person, firm or corporation to whom payment is due, (iii) the amount to be disbursed, (iv) that each obligation mentioned therein has been properly incurred, and is a proper charge against the Construction Fund and has not been the basis of any previous disbursement, (v) that no notice of any lien or claim affecting the right of any person to receive payment of the amount stated in such requisition has been filed or attached or, if any of the foregoing have been filed or attached, that the same will be satisfied or discharged or that provisions have been made (which shall be specified) adequately to protect the Trustee and the Certificate Owners from incurring any loss as a result of such lien or claim; (b) specifies in reasonable detail the nature of the obligation, and (c) is accompanied by a bill or statement of account for each obligation. The Trustee shall be responsible for the safekeeping and investment of the - moneys held in the Construction Fund, the payment thereof in accordance with this Section and the application of amounts paid pursuant to such requisitions. Section 3.03. Transfers of Unexpended Proceeds. On the earlier of (1) the filing with the Trustee and the Bank of the Certificate of Completion, or (2) June 13 1, 1987, the Trustee shall retain in the Construction Fund an amount specified in a wri ten notice, executed by the Agency Representative and filed with the Trustee an,- the Bank, to be required to pay future Construction Costs, and the Trustee shall withdraw and transfer to the Lease Payment Reserve Fund the balance of moneys in the Construction Fund (which moneys shall be deemed to have been held within the- Construction Fund for reserve purposes at all times from and after the Closing Date) . Thereafter, all amounts so retained in the Construction Fund but not subsequently used and the notice of failure of use of which shall be given by the Agency Representative to the Trustee and the Bank, shall be transferred by the Trustee into the Lease Payment Reserve Fund. 14 ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01. Redemption The Certificates are subject to redemption on any date, in whole or in part, from the Net Proceeds of insurance or condemnation of the Project and the Site, which Net Proceeds are deposited in the Lease Payment Fund and credited towards the Prepayment made by the City pursuant to Section 10.2 of the Lease Agreement, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. Section 4 02. Selection of Certificates for Redemption. Whenever provision is made in this Agreement for the redemption of Certificates and less than all Outstanding Certificates are called for redemption, the Trustee shall select Certificates for redemption in increments of $5,000, from the Outstanding Certificates not previously called for redemption, such that, as nearly as practicable, approximately equal scheduled principal and interest payments prevail with respect to the Certificates in each Fiscal Year following such redemption. The Trustee shall select Certificates for redemption by lot within a maturity in any manner which the Trustee shall in its sole discretion deem appropriate and fair The Trustee shall promptly notify the City and the Agency in writing of the Certificates so selected for redemption. Section 4.03 Notice of Redemption. When redemption is authorized or required pursuant to Section 4 01 hereof, the Trustee shall give notice of the redemption of the Certificates, at the expense of the City. Such notice shall specify• (a) that the Certificates or a designated portion thereof are to be redeemed, (b) the date of redemption, and (c) the place or places where the redemption will be made. Such notice shall further state that on the specified date there shall become due and payable upon each Certificate, the principal and premium, if any, together with interest accrued to said date, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of such redemption shall be mailed to the Bank and the Original Purchaser, or if the Original Purchaser is a syndicate, to the managing member of such syndicate, and to the respective Owners of Certificates designated for redemption at their addresses appearing on the Certificate registration books, at least ten days but not more than thirty days prior to the redemption date, which notice shall , in addition to setting forth the above information, set forth, in the case of each Certificate called only in part, the portion of the principal thereof which is to be redeemed; provided that neither failure to receive such notice by any Certificate Owner nor any immaterial defect in any notice so mailed to any Certificate Owner shall affect the sufficiency of the proceedings for the redemption of the Certificates owned by such Owner. Section 4.04. Partial Redemption of Certificate Upon surrender of any Certificate redeemed in part only, the Trustee shall execute, authenticate and deliver to the registered Owner thereof, at the expense of the City a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Certificate surrendered and of the same interest rate and the same maturity. 15 Section 4.05 Effect of Notice of Redemption Notice having been given as aforesaid, and the moneys for the redemption (including the interest to the applicable date of redemption) , having been set aside in the Lease Payment Fund, the Certificates shall become due and payable on said date of redemption, and, upon presentation and surrender thereof at the office or offices specified in said notice, said Certificates shall be paid at the unpaid principal amount with respect thereto, plus interest accrued and unpaid to said data of redemption. If, on said date of redemption, moneys for the redemption of all the Certificates to be redeemed, together with interest to said date of redemption, shall be held by the Trustee so as to be available therefor on such date of redemption, and, if notice of redemption thereof shall have been given as aforesaid, then, from and after said date of redemption, interest with respect to the Certificates shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Certificates shall be held in trust for the account of the Owners of the Certificates so to be redeemed. All Certificates paid at maturity or redeemed prior to maturity pursuant to the provisions of this Article shall be cancelled upon surrender thereof and delivered to or upon the order of the City. 16 ARTICLE V LEASE PAYMENTS, LEASE PAYMENT FUND Section 5.01. Assignment of Rights in Lease Agreement The Agency has in the Assignment Agreement transferred, assigned and set over to the Trustee certain of its rights and duties in the Lease Agreement, including but not limited to all of the Agency' s rights to receive and collect all of the Lease Payments, the Prepayments, the Revenues and all other amounts required to be deposited in the Lease Payment Fund pursuant to the Lease Agreement or pursuant hereto. All Lease Payments, Prepayments, the Revenues and such other amounts shall be paid directly to the Trustee, and all of the Lease Payments and Prepayments collected or received by the Agency shall be deemed to be held and to have been collected or received by the Agency as the agent of the Trustee, and if received by the Agency at any time shall be deposited by the Agency with the Trustee within one business day after the receipt thereof, and all such Lease Payments, Prepayments and such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the Lease Payment Fund (except as provided in Section 6 04 hereof) . Section 5.02 Establishment of Lease Payment Fund The Trustee shall establish a special fund designated as the "Lease Payment Fund" . All moneys at any time deposited by the Trustee in the Lease Payment Fund shall be held by the Trustee in trust for the benefit of the City. So long as any Certificates are Outstanding, neither the City nor the Agency shall have any beneficial right or interest in the Lease Payment Fund or the moneys deposited therein, except only as provided in this Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth. Section 5.03 Deposits. There shall be deposited in the Lease Payment Fund all Lease Payments, Prepayments and Revenues received by the Trustee (except as provided in Section 6.04 hereof), including any moneys received by the Trustee for deposit therein pursuant to Sections 3.4, 4 4, 5.5 or Article VI or X of the Lease Agreement and any other moneys required to be deposited therein pursuant to the Lease Agreement or pursuant to this Agreement. Section 5.04 Application of Moneys. All amounts in the Lease Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and interest and redemption premiums (if any) with respect to the Certificates as the same shall become due and payable, in accordance with the provisions of Article II and Article IV. Section 5.05. Transfers of Investment Earnings to Construction Fund. The Trustee shall , at least semiannually, transfer any income or profit on the investment of moneys in the Lease Payment Fund to the Construction Fund before the earlier of (a) the Completion Date, or (b) June 1, 1987. Thereafter, the Trustee shall at least semiannually transfer any income or profit on the investment of moneys in the Lease Payment Fund to the Lease Payment Reserve Fund to the extent required to maintain therein a balance at least equal to the Lease Payment Reserve Requirement. 17 Section 5 06 Surplus Any surplus remaining in the Lease Payment Fund on the date which is one hundred forty (140) days after redemption and payment of all Certificates, including premiums and accrued interest (if any) and payment of any applicable fees to the Trustee, or on the date which is one hundred forty (140) days after provision for such redemption or payment having been made pursuant to Section 14.01, shall be withdrawn by the Trustee and applied first to pay to the Bank any amounts identified, in a written notice of the Bank Representative filed with the Trustee, to be due and owing to the Bank from the City under the Reimbursement Agreement, and any remaining balance shall be paid to the City. Section 5 07. Letter of Credit Account. The Trustee shall establish a special account within the Lease Payment Fund, to be designated as the "Letter of Credit Account" . The Trustee shall deposit in the Letter of Credit Account all amounts drawn on the Letter of Credit pursuant to Article XIII Amounts in the Letter of Credit Account shall be withdrawn and applied by the Trustee solely for the purpose of paying the principal with respect to the Certificates due and payable as a result of acceleration pursuant to Article XIII. Section 5 08 Letter of Credit Fee Account. Pursuant to the Reimbursement Agreement, the City is required to pay certain of the Letter of Credit Fees to the Trustee. The Trustee shall collect each such payment by the City and promptly upon the collection thereof deposit each such payment in a special fund which is hereby established with the Trustee and which shall be designated as the "Letter of Credit Fee Account" . On each date on which the Letter of Credit Fee becomes due and payable to the Bank pursuant to the Reimbursement Agreement, the Trustee shall withdraw the amount required to be so paid from the Letter of Credit Fee Account and pay such amount to the Bank by check or draft of the Trustee mailed to the Bank at its address set forth in Section 14.03. The amount deposited into the Letter of Credit Fee Account pursuant to Section 2.07(4) shall be applied by the Trustee to pay the Letter of Credit fee coming due and payable on June 1, 1985. 18 ARTICLE VI RESERVE FUNDS Section 6 01. Establishment of Reserve Funds. The Trustee shall establish a special fund designated as the "Lease Payment Reserve Fund" and a special fund designated as the "Interest Reserve Fund". All moneys at any time on deposit in the Lease Payment Reserve Fund and the Interest Reserve Fund shall be held by the Trustee in trust for the benefit of the City, and applied solely as provided herein. Section 6.02 Deposits. There shall be deposited in the Lease Payment Reserve Fund and the Interest Reserve Fund an amount equal to the Lease Payment Reserve Requirement and the Interest Reserve Requirement, respectively, in accordance with Sections 2.07 and 3.03 hereof. Section 6.03. Transfers of Excess. The Trustee shall , semiannually on or prior to each November 1 and May 1, beginning November 1, 1984, transfer any moneys available in the Lease Payment Reserve Fund in excess of the Lease Payment Reserve Requirement, and any moneys available in the Interest Reserve Fund in excess of the Interest Reserve Requirement, to the Construction Fund before the earlier of (a) the Completion Date, or (b) June 1, 1987. Thereafter, the Trustee shall , on or before November 1 and May 1 of each year, withdraw any moneys then on deposit in the Lease Payment Reserve Fund in excess of the Lease Payment Reserve Requirement, and any moneys then on deposit in the Interest Reserve Fund in excess of the Interest Reserve Requirement, and pay such moneys to the City. Section 6.04. Application of Moneys in Lease Payment Reserve Fund If for any reason whatsoever the City shall fail to pay any monthly Lease Payment in full within ten (10) days following the date on which such Lease Payment becomes due and payable under the Lease Agreement, the Trustee shall promptly withdraw from the Lease Payment Reserve Fund and transfer to the Lease Payment Fund the amount required to make the delinquent Lease Payment or portion thereof on behalf of the City. Upon receipt of any delinquent Lease Payment with respect to which moneys have been advanced from the Lease Payment Reserve Fund, such Lease Payment shall be deposited in the Lease Payment Reserve Fund to the extent of such advance. Any amounts remaining in the Lease Payment Reserve Fund on the date which is one hundred forty (140) days following the date of payment or Prepayment in full of the Lease Payments, or upon provision for such payment as provided in Section 10.01 of the Lease Agreement, during which 140-day period no event described in subsections (iii) or (iv) of Section 13.02 shall have occurred, shall be withdrawn by the Trustee and applied first to pay to the Bank any amounts identified, in a written notice of the Bank Representative filed with the Trustee, to be due and owing to the Bank from the City under the Reimbursement Agreement, and any remaining balance shall be paid to the City. In the event the Trustee shall draw on the Letter of Credit pursuant to Section 13 10 other than as a result of any Event of Default - described in subsection (iii) of Section 13.02, amounts in the Lease Payment Reserve Fund (if any) shall be withdrawn by the Trustee and transferred to the Lease Payment Fund to be credited towards payment of principal and interest with respect to the Certificates on the date on which amounts drawn on the Letter of Credit are applied to the payment of principal with respect to the Certificates. 19 Section 6.05. Application of Moneys in Interest Reserve Fund All moneys in the Interest Reserve Fund shall be used and withdrawn by the Trustee solely as follows: (1) any amounts held in the Interest Reserve Fund on the date which is one hundred forty (140) days following the date of such payment or Prepayment in full of the Lease Payments, or upon provision for such payment as provided in Section 10.01 of the Lease Agreement, provided that prior to or during the 123-day period following the date of such payment, Prepayment or provision of payment no event described in subsection (iii ) of Section 13.02 shall have occurred, shall be withdrawn by the Trustee and applied first to pay to the Bank any amounts identified, in a written notice of the Bank Representative filed with the Trustee, to be due and owing to the Bank from the City under the Reimbursement Agreement, and any remaining balance shall be paid to the City, or (2) in the event the Trustee shall draw on the Letter of Credit pursuant to Section 13 10, amounts in the Interest Reserve Fund shall be withdrawn by the Trustee and applied as follows- (a) upon the occurrence of an Event of Default described in Section 13.02(iii ) resulting in a draw upon the Letter of Credit pursuant to Section 13 10, the Trustee shall retain in the Interest Reserve Fund an amount (if any) equal to the aggregate amount of interest paid by the City to the Trustee less than 123 days prior to the date on which a petition seeking relief under Title 11 of the United States Code was filed (or a bankruptcy or similar proceeding was initiated) by the City, but only to the extent such installments have been paid by the Trustee to Certificate Owners prior to the date of such draw Such amount shall be retained in the Interest Reserve Fund pending a determination by a court of competent jurisdiction whether any amount of interest theretofore paid with respect to the Certificates is recoverable into the assets of the City In the event of a final determination of a court of competent jurisdiction that any amount of such interest payments is so recoverable, the Trustee shall promptly apply the moneys in the Interest Reserve Fund to pay the City' s trustee in bankruptcy or the City as debtor-in-possession in exchange for a release of all further claims against the Trustee and Certificate Owners, and the Trustee shall pay any remaining balance in the Interest Reserve Fund to the Bank in an amount identified, in a written notice of the Bank Representative filed with the Trustee, to be due and owing to the Bank from the City under the Reimbursement Agreement, and any remaining balance shall be paid to the City. In the event of a final non-appealable determination by a court of competent jurisdiction that no such amount is recoverable or in the event of a termination or dismissal of the proceedings in bankruptcy, the Trustee shall promptly pay from the Interest Reserve Fund to the Bank any amounts identified, in a written notice of the Bank Representative filed with the Trustee, to be due and owing to the Bank from the City under the Reimbursement Agreement, and any remaining balance shall be paid to the City, and (b) In any other case of a draw upon the Letter of Credit, all amounts in the Interest Reserve Fund shall be transferred to the Lease Payment Fund and credited in full towards payment of interest with respect to the Certificates on the date on which amounts drawn on the Letter of Credit are applied to retire all Outstanding Certificates. 20 ARTICLE VII INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN Section 7 01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds. Any Net Proceeds of insurance against accident to or destruction of any structure constituting any part of the Project collected by the City in the event of any such accident or destruction, and all Net Proceeds of eminent domain proceedings with respect to the Project and the Site, shall be transferred to the Trustee pursuant to Section 6.2 of the Lease Agreement and deposited by the Trustee in a special fund designated as the "Insurance and Condemnation Fund" to be applied and disbursed by the Trustee as provided in Section 6.2 of the Lease Agreement. Section 7.02. Cooperation. The Agency and the Trustee shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy maintained pursuant to Article V of the Lease Agreement and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Project or any part thereof. 0 21 ARTICLE VIII MONEYS IN FUNDS; INVESTMENT Section 8 01 Held in Trust. The moneys and investments held by the Trustee under this Agreement are irrevocably held in trust for the purposes set forth herein, and for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either the Agency, the Trustee or the City or any Owner of Certificates, or any of them. Section 8.02. Investments Authorized. Moneys held by the Trustee in the Interest Reserve Fund and the Lease Payment Fund, including the Letter of Credit Account, shall be invested by the Trustee in Federal Securities having a maturity of not greater than 30 days. Such investments, 7f registrable, shall be registered in the name of the Trustee for the benefit of the Certificate Owners and held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section Moneys in any of the other funds and accounts established hereunder shall be invested by the Trustee pursuant to the Investment Agreement or, to the extent such moneys are not required or permitted to be invested pursuant to the Investment Agreement at any time, in any other Permitted Investments selected by the Trustee in its sole discretion. Such investments and reinvestments shall be made giving full consideration for the time at which funds are required to be available. The Trustee may act as purchaser or agent in the making or disposing of any investment. Section 8.03. Accounting. The Trustee shall furnish to the City and the Bank, not less than semiannually, an accounting of all investments made by the Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Article. Section 8.04. Allocation of Earnings. Any income, profit or loss on such investments shall be deposited in or charged to the respective funds from which such investments were made, and any interest on any deposit of funds shall be deposited in the fund from which such deposit was made, except as otherwise provided herein. Section 8.05. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at cost (exclusive of accrued interest). The Trustee may sell at the best price obtainable, or present for redemption, any Permitted Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment 7s credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment. - Section 8.06. Commingling of Moneys in Funds The Trustee may, and upon the written request of the City Representative shall , commingle any of the funds held by it pursuant to this Agreement into a separate fund or funds for investment purposes only, provided, however, that all funds or accounts held by the Trustee 22 hereunder shall be accounted for separately notwithstanding such commingling by the Trustee. Section 8.07. Arbitrage Covenant The Trustee, the Agency and the City hereby covenant with the Owners of the Certificates that they will make no use of the proceeds of the Certificates which, if such use had been made on the Closing Date, would have caused the obligations of the City under the Lease Agreement to be "arbitrage bonds" subject to federal income taxation by reason of Section 103(c) of the Internal Revenue Code of 1954, as amended. Section 8.08. Proceedings Against Confirming Bank. In the event that the Bank shall fail to honor its obligations under and in accordance with the terms of the Investment Agreement, the Trustee shall forthwith take all actions necessary to enforce the obligations of the Confirming Bank with respect to the Investment Agreement. 23 ARTICLE IX THE TRUSTEE Section 9.01. Appointment of Trustee. First Interstate Bank of California in Los Angeles, California, a banking corporation organized and existing under and by virtue of the laws of the Stat6e of California, is hereby appointed Trustee by the Agency and the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Agreement. The Agency and the City agree that they will maintain a Trustee having a principal office in California, with a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) , and subject to supervision or examination by Federal or state authority, so long as any Certificates are Outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee is hereby authorized to redeem the Certificates when duly presented for payment at maturity, or on redemption, or on purchase by the Trustee prior to maturity, and to cancel all Certificates upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Certificates paid and discharged. All of the reasonable fees and expenses incurred by the Trustee in connection with its services rendered pursuant to the provisions of this Agreement shall be paid by the City when due. So long as, the City is not in default hereunder the City may, with the written consent of the Bank Representative, remove the Trustee initially appointed, and any successor thereto, and with the written consent of the Bank Representative may appoint a successor or successors thereto, provided that any such successor shall be a bank or trust company meeting the requirements in this Section 9.01 set forth. The Trustee may at any time resign by giving written notice to the City and the Bank. Upon receiving such notice of resignation, the City shall with the written consent of the Bank Representative promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall mail or cause to be mailed notice thereof to the Certificate Owners at their respective addresses set forth on the Certificate registration books maintained pursuant to Section 2. 12. The City shall promptly notify Moody' s in writing of any resignation or removal of the Trustee. Section 9.02. Liability of Trustee. The recitals of facts, covenants and agreements herein and in the Certificates contained shall be taken as statements, covenants and agreements of the Agency and the City, and the Trustee assumes no liability or responsibility for the correctness of the same, or makes any 24 representations as to the validity or sufficiency of this Agreement or of the Certificates or shall incur any liability or responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon them, respectively, including but not limited to the Trustee' s obligations under Section 8.07 hereof. Section 9.03. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under Section 9 01, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding, and notice thereof shall be given to the Bank. Section 9 04. Protection and Rights of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificates, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such Certificate shall be deposited with the Trustee satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel , who may be Independent Counsel retained by the City, with regard to legal questions and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. Whenever in the administration of its duties under this Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) shall be deemed to be conclusively proved and established by the certificate of the City Representative or the Agency Representative and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may become the Owner of the Certificates with the same rights it would have if it were not Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee, and may act as a depositary for and permit any of its officers or directors to act as a member or, of in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. 25 The recitals, statements and representations by the City and the Agency contained in this Agreement or in the Certificates shall be taken and construed as made by and on the part of the City and the Agency, as the case may be, and not by the Trustee, and the Trustee does not assume, and shall not have, any liability, responsibility or obligation for the correctness of any thereof. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care The Trustee shall not be answerable for the exercise of any discretion or power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or gross negligence. 26 ARTICLE X MODIFICATION OR AMENDMENT OF AGREEMENTS Section 10.01. Amendments Permitted. This Agreement and the rights and obligations of the Owners of the Certificates and the Lease Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the Bank Representative (but only under the circumstances described in Section 5.2(b) of the Reimbursement Agreement) and of the Owners of sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 10.03, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Certificate, or (2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of the Lease Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 10.02. This Agreement and the rights and obligations of the Owners of the Certificates and the Lease Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement, with the written consent of the Bank Representative (but only under the circumstances described in Section 5 2(b) of the Reimbursement Agreement) but without the consent of any such Owners, but only to the extent permitted by law and only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Agency or the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein or therein, (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not adversely affect the interests of the Owners of the Certificates, or (4) to provide for the execution and delivery of additional Certificates pursuant to and in accordance with Section 2. 13. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee shall promptly notify Moody' s in writing of any amendment of the Lease Agreement or the Trust Agreement. Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners. After first obtaining the written consent of the Bank Representative (but only under the circumstances described in Section 5.2(b) of the Reimbursement Agreement), this Agreement and the Lease Agreement may be amended by supplemental agreement as provided in this Section 10.02 in the event the consent of the Owners of the Certificates is required pursuant to Section 10.01. A copy of such supplemental agreement, together with a request to the Certificate Owners for their consent thereto, shall be mailed by the Trustee to each Owner of a Certificate at his address as set forth on the Certificate registration books 27 maintained pursuant to Section 2. 12, but failure to mail copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as provided in this Section. Such supplemental agreement shall not become effective unless there shall be filed with the Trustee the written consents of the Owners of sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 10.03) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.11. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been given. After the Owners of the required percentage of Certificates shall have filed their consents to such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates in the manner hereinbefore provided in this Section for the mailing of such supplemental agreement of the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of such supplemental agreement or consents thereto) . A record, consisting of the papers required by this Section to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. Such supplemental agreement shall become effective upon the mailing of such last-mentioned notice, and such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period. Section 10.03. Disqualified Certificates. Certificates owned or held by or for the account of the City or by any person directly or indirectly controlled or controlled by, or under direct or indirect common control with the City (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Agreement. Section 10.04. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article X, this Agreement or the Lease Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms 28 and conditions of this Agreement or the Lease Agreement, as the case may be, for any and all purposes. The City may adopt appropriate regulations to require each Certificate Owner, before his consent provided for in this Article X shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in Section 10.03. Section 10.05. Endorsement or Replacement of Certificates Delivered After Amendments. The Trustee may determine that Certificates delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the Trustee, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for the purpose at the office of the Trustee, a suitable notation shall be made on such Certificate. The Trustee may determine that new Certificates, so modified as in the opinion of the Trustee is necessary to conform to such Certificate Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such new Certificate shall be exchanged in the principal corporate trust office of the Trustee, without cost to such Owner, for a Certificate of the same character then Outstanding, upon surrender of such Certificate. Section 10.06. Amendatory Endorsement of Certificates. The provisions of this Article X shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by him, provided that due notification thereof is made on such Certificates. Section 10 07. Consent of Bank Anything herein to the contrary notwithstanding, a supplemental agreement under this Article shall not become effective unless and until the Bank shall have consented to the execution and delivery of such supplemental agreement in writing, but only under the circumstances described in Section 5.2(b) of the Reimbursement Agreement. 29 ARTICLE XI COVENANTS Section 11.01. Compliance With and Enforcement of Agreements. The City covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement and the Reimbursement Agreement. The Agency covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Lease Agreement by the Agency thereunder. The Agency and the City, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Site, which may or can in any manner affect such estate of the City, will deliver the same, or a copy thereof, to the Trustee. Section 11.02. Payment of Taxes. The City will pay or cause to be paid all taxes, assessments and other governmental charges, if any, that may be levied, assessed or charged upon the Project or the Site or any part thereof, promptly as and when the same shall become due and payable; and the City will , upon request of the Trustee, from time to time keep the Trustee advised of such payments, and deliver such evidence thereof, as the Trustee may reasonably require. The City will not suffer the Project or the Site, or any part thereof to be sold for any taxes, assessments or other charges whatsoever, or to be forfeited therefor. Section 11.03. Observance of Laws and Regulations. The City and the Agency will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control , as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business as a municipal corporation, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. Section 11.04. Prosecution and Defense of Suits. The City and the Agency shall promptly, upon request of the Trustee, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title -co the Project and the Site, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. Section 11.05. Recordation and Filing. The City shall record and file the Lease Agreement and all such documents as may be required by law (together with 30 whatever else may be necessary or be reasonably required by the Trustee) , all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners. Section 11.06. Limitation of Liability to Revenues. Notwithstanding anything herein or in the Lease Agreement or the Deed of Trust to the contrary, the pecuniary obligations and liabilities of the City and the Agency under this Agreement, the Lease Agreement and the Deed of Trust shall be payable solely from and limited to the Revenues and other funds and property subject to the Deed of Trust, and under no circumstances shall any other funds or property of the City or the Agency be liable to make any of the payments required to be made under this Agreement, the Lease Agreement or the Deed of Trust. Section 11.07. Substitute Letter of Credit. The City may at any time deliver to the Trustee, in substitution for the original Letter of Credit, an irrevocable Substitute Letter of Credit issued by a bank (the "Substitute Bank") substantially identical in form and substance to the original Letter of Credit and reasonably acceptable to the Trustee. Prior to or contemporaneously with the issuance of the Substitute Letter of Credit: (1) The Trustee shall receive an opinion of Independent Counsel in form and substance satisfactory to the Trustee to the effect that (A) the Substitute Letter of Credit is the valid and binding obligation of the Substitute Bank, enforceable against the Substitute Bank in accordance with its terms except insofar as its enforceability may be limited by any insolvency or similar proceedings applicable to the Substitute Bank or by proceedings affecting generally the rights of the Substitute Bank' s creditors, and that (B) payments with respect to the Certificates from the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Federal Bankruptcy Code or under other applicable laws and regulations in the event of a bankruptcy or insolvency of any entity other than the Substitute Bank; (2) The Substitute Bank shall agree in writing to be bound by the same terms and provisions as the Bank under the Reimbursement Agreement; and (3) The Trustee shall receive written confirmation from Moody' s that the Substitute Letter of Credit will not result in any reduction or withdrawal of the current rating on the Certificates. Upon the receipt of any Substitute Letter of Credit conforming to the requirements of this Section 11.07, the Trustee shall promptly return the original Letter of Credit to the Bank. Section 11.08. Indemnification During Possession of Site. The Agency - hereby indemnifies and holds harmless the Trustee and the Bank from and against all claim, suits, actions, losses and damages arising out of or in connection with the possession by the Agency of any portion of the Site to which the Agency does not have title until such time as the Agency secures title thereto. 31 Section 11.09. Further Assurances. The Agency and the City will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein. A copy of any instrument delivered under this Section shall be filed promptly with the Bank Representative. 32 ARTICLE XII LIMITATION OF LIABILITY Section 12.01. Limited Liability of City Except for the payment of Lease Payments and Prepayments when due in accordance with the Lease Agreement and the performance of the other covenants and agreements of the City contained in said Agreement, the City shall have no obligation or liability to any of the other parties hereto or to the Owners of the Certificates with respect to this Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Trustee. Section 12.02. No Liability for Trustee Performance. Neither the City nor the Agency shall have any obligation or liability to any of the other parties hereto or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Agreement. Section 12.03. Limited Liability of Trustee. The Trustee shall have no obligation or responsibility (a) for providing information to the Owners concerning the investment character of the Certificates, (b) for the sufficiency or collection of any Lease Payments or other moneys required to be paid to it under the Lease Agreement, or (c) for the actions or representations of any other party to this Agreement. The Trustee shall have no obligation or liability to any of the other parties hereto or the Owners of the Certificates with respect to the failure or refusal of any other party to perform any covenant or agreement made by any of them under this Agreement or the Lease Agreement, but shall be responsible solely for the business—like performance of the duties expressly imposed upon it hereunder. The recitals of facts, covenants and agreements herein and in the Certificates contained shall be taken as statements, covenants and agreements of the City or the Agency (as the case may be) , and the Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Certificates, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. Section 12.04. Indemnification. The Agency and the City agree to indemnify and save the Trustee harmless from and against all claims, suits and actions brought against it, or to which it is made a party, and from all liability, losses and damages suffered by it as a result thereof, where and to the extent such claim, suit or action arises out of the actions of any other party to this Agreement including but not limited to the ownership, operation or use of the Project by the City. Such indemnification shall not extend to claims, suits and actions brought against the Trustee for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Agreement. In the event the - Agency or the City is required to indemnify the Trustee as herein provided, the Agency or the City shall be subrogated to the rights of the Trustee to recover such losses or damages from any other person or entity. 33 Section 12.05. Opinion of Counsel . Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be delivered to the other parties hereto and the Bank Representative, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, Trustee shall be absolutely protected in relying thereon. Section 12.06. Limitation of Rights to Parties and Certificate Owners Nothing in this Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Agency, the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Agency, the Trustee and said Owners. 34 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS Section 13.01 Assignment of Rights. Pursuant to the Assignment Agreement the Agency has transferred, assigned and set over to the Trustee all of the Agency' s rights and duties in and to the Lease Agreement (excepting on the Agency' s rights under Sections 5 8, 7.3 and 9.4 thereof), including without limitation all of the Agency' s rights to exercise such rights and remedies conferred on the Agency pursuant to the Lease Agreement as may be necessary or convenient (i ) to enforce payment of the Lease Payments, Prepayments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Award Fund, and (ii ) otherwise to exercise the Agency' s rights and take any action to protect the interests of the Trustee or the Certificate Owners in an Event of Default. Section 13.02 Events of Default Defined The following events constitute "events of default" hereunder and under the Lease Agreement: (i) Failure by the City to pay any Lease Payment or other payment required to be paid under the Lease Agreement at the time specified therein, 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 under the Lease Agreement, 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, 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 and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii ) The City or the Agency 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. (v) Failure by any party to this Agreement to observe and perform any covenant, condition or agreement on its part to be observed or 35 performed hereunder, for a period of thirty (30) days after written notice specifying such failure or breach and requesting that it be remedied has been given to the defaulting party by any other party hereto, 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. Section 13.03. Acceleration. Whenever any Event of Default referred to in subsections (i) , (iii) or (iv) of Section 13 02 shall have happened and be continuing, the Trustee may (and under certain circumstances shall) take any one or more of the following remedial steps: (a) If an Event of Default has occurred as defined under subsection (iv) of Section 13.02 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 Trust Agreement or in the Lease Agreement to the contrary notwithstanding. (b) If an Event of Default has occurred under subsections (i) or (iii) of Section 13.02 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 Trust Agreement or in the Lease Agreement to the contrary notwithstanding. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the City and the Bank by telephone confirmed in writing. Such notice shall also state whether the principal components of the Lease Payments shall have been declared to be or have immediately become due and payable. The Trustee shall also give such notice to the Owners of the Certificates in the same manner as provided herein for notices of redemption of the Certificates, which shall include the statement that interest on the Certificates shall cease to accrue from and after the date specified in such notice. 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 13.02, and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, and 36 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 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 13 04 Application of Funds. The Trustee shall (a) deposit in the Lease Payment Fund all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article XIII or Article IX of the Lease Agreement, other than pursuant to Section 13. 10, remaining after payment of the costs and expenses of the Trustee and of the Certificate Owners resulting in the collection of such moneys, and (b) deposit in the Letter of Credit Account all moneys derived by the Trustee pursuant to the Letter of Credit, except to the extent held in escrow pursuant to Section 13. 10. All moneys so deposited in the Lease Payment Fund and the Letter of Credit Account shall be applied by the Trustee in the order following upon presentation of the Certificates, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal , or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 13 05 Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall , proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights or duties hereunder. The Trustee shall forthwith notify the Bank Representative in writing of the nature of any action taken or proposed to be taken under this Section. - Section 13.06. Non-waiver. Nothing in this Article XIII or in any other provision of this Agreement or in the Certificates, shall affect or impair the obligation of the City, which is absolute and unconditional , to pay or prepay the Lease Payments as provided in the Lease Agreement, or affect or impair the right of 37 action, which is also absolute and unconditional , of the Certificate Owners to institute suit to enforce such payment. No delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII I to the Trustee or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners. Section 13 07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise. Section 13.08. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Certificates then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal , compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default hereunder, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of at least a majority in principal amount of the Certificates Outstanding hereunder opposing such discontinuance, withdrawal , compromise, settlement or other disposal of such litigation. Section 13.09. Limitation on Certificate Owners' Right to Sue No Owner of any Certificate issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least a majority in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the 38 manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. The right of any Owner of any Certificate to receive payment of said Owner' s proportionate interest in the Lease Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Agreement. Section 13.10. Drawing on Letter of Credit and Confirming Letter of Credit. Upon the occurrence and continuance of an Event of Default described in subsections (i ), (iii) or (iv) of Section 13.02 hereof, if the principal components of the Lease Payments shall have been declared to be or shall immediately have become due and payable in accordance with Section 13 03, the Trustee shall , whether or not any other proceedings have been instituted, forthwith draw upon the Letter of Credit in accordance with the terms thereof, in an amount equal to 100% of the principal amount of the Certificates Outstanding on the date of such draw, minus all amounts then on deposit in the Lease Payment Fund (other than amounts representing payment of the interest component of any Lease Payments) and the Lease Payment Reserve Fund and held therein for a period of one hundred forty (140) days during which period no event described in subsection (iii) of Section 13.02 shall have occurred. In the event that the Bank fails to honor a draw upon the Letter of Credit pursuant to and within the time required by the terms of the Letter of Credit, the Trustee shall immediately draw upon the Confirming Letter of Credit in accordance with the terms thereof, in an amount equal to the unpaid draw upon the Letter of Credit. Upon the occurrence of an Event of Default described in subsection (iii ) of Section 13.02, resulting in a draw upon the Letter of Credit or the Confirming Letter of Credit pursuant to this Section 13. 10, the Trustee shall deposit in the Letter of Credit Account, in addition to the amount required to be deposited therein pursuant to the immediately preceding paragraph, an amount drawn under the Letter of Credit or the Confirming Letter of Credit equal to the total principal components of the Lease Payments paid by the City to the Trustee during the 123-day period immediately preceding the occurrence of such Event of Default. Such amount shall be retained in the Letter of Credit Account pending a determination by a court of competent jurisdiction whether such amount is recoverable as a voidable transfer. In the event of a final and non-appealable determination by a court of competent jurisdiction that no portion of such amount is so recoverable, the Trustee shall promptly pay the moneys so held in escrow to the court in which such proceeding is pending in exchange for a release of all further claims against the Trustee and Certificate Owners, and the Trustee shall pay any remaining balance in such escrow account to the Bank or the Confirming Bank, as the case may be. In the event of a final and non-appealable determination by a court of competent jurisdiction that no portion of such amount is so recoverable, or in the event of a final and non-appealable dismissal or termination of the proceedings in bankruptcy,the Trustee shall promptly pay all moneys in such escrow account of the Bank or the Confirming Bank, as the case may be. If, on or before the date which is one hundred forty (140) days following the date of payment or Prepayment in full of the Lease Payments, or upon the 39 effective date of the security deposit provided for in Section 10.01 of the Lease Agreement, (but other than from the proceeds derived from any draw upon the Letter of Credit or the Confirming Letter of Credit) the Trustee has not received evidence satisfactory to it that no event described in subsection (iii) of Section 13.02 has occurred prior to or during the 123-day period following the date of such payment, Prepayment or provision for payment, the Trustee shall forthwith draw upon the Letter of Credit (or, if the Bank fails to honor such draw pursuant to and within the time required by the terms of the Letter of Credit, upon the Letter of Credit or the Confirming Letter of Credit) in an amount equal to the aggregate principal amount of the Certificates paid or redeemed, or to be paid or redeemed, as a result of such payment or Prepayment in full of the Lease Payments or as a result of such security deposit, and deposit all amounts derived from such draw in the Letter of Credit Account pending receipt of such evidence by the Trustee. Section 13.11. Notification to Moody' s. In the event that the Letter of Credit or the Confirming Letter of Credit shall be terminated or shall expire for any reason whatsoever, the Trustee shall promptly notify Moody' s of such fact. 40 ARTICLE XIV MISCELLANEOUS Section 14.01. Defeasance. If and when all Outstanding Certificates shall be paid and discharged in any one or more of the following ways. (a) by well and truly paying or causing to be paid the principal of and interest and redemption premiums (if any) with respect to all Certificates Outstanding, as and when the same become due and payable; or (b) by depositing with the Trustee, under an escrow deposit and trust agreement, security for the payment of Lease Payments as more particularly described in Section 10. 1 of the Lease Agreement, said security to be held by the Trustee as agent for the City to be applied by the Trustee to pay the Lease Payments as the same become due and payable and make a Prepayment in full on any Prepayment date, pursuant to Section 10. 1 of the Lease Agreement - notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Agency, the Trustee and the City with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from Lease Payments paid by or on behalf of the City from funds deposited pursuant to paragraphs (b) through (d) of this Section, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) through (d) , the Certificates shall continue to represent direct and proportionate interests of the Owners thereof in Lease Payments under the Lease Agreement. On the date which is one hundred forty (140) days following the date on which one of the events described in subsections (a) or (b) of this Section shall have occurred and if during the 123-day period following the events described in (a) or (b) above no event described in subsection (iii) of Section 13.02 shall have occurred, the Trustee shall return the Letter of Credit to the Bank. Section 14 02. Records. The Trustee shall keep complete and accurate records of all moneys received and disbursed under this Agreement, which shall be available for inspection by the City, the Agency, the Bank and any Owner, or the agent of any of them, at any time during regular business hours upon reasonable notice. Section 14.03. Notices. All written notices to be given under this Agreement shall be given by mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time Notice shall be effective upon receipt or, in the case of personal delivery, upon delivery to the address set forth below: 41 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 Department, W10-2 If to the Bank: Golden State Sanwa Bank 9000 East Valley Boulevard Rosemead, California 91770 Attention: Municipal Services Division If to Moody' s: Moody' s Investors Service, Inc. 99 Church Street New York, New York 10007 Attention. Municipal Rating Desk Section 14.04. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State. Section 14.05 Binding Effect, Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Whenever in this Agreement either the Agency, the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Agency, the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 14 06. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Section 14 07. Destruction of Cancelled Certificates. Whenever in this Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery to the City of any Certificates, the Trustee may, upon the request of the City Representative, in lieu of such cancellation and delivery, destroy such Certificates and deliver a certificate of such destruction to the City. Section 14.08. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be 42 solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement. All references herein to "Articles" , "Sections", and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 14.09 Limitation of Rights to Parties and Certificate Owners Nothing in this Agreement or in the Certificates expressed or implied is intended or shall be construed to give to any person other than the Agency, the City, the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provision therein or herein contained, and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Agency, the City, the Trustee and the Owners of the Certificates. Section 14 10. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 14.11 Separability of Invalid Provisions. In case any one or more of the provisions contained in this Agreement or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal , invalid or unenforceable. 43 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. FIRST INTERSTATE BANK OF CALIFORNIA, aJZ ,1 BY _ is rest ent By sta tcretar REDEVEL01E1 AGEN YT TY OFAHUNTINGC;H,HUNTING s Less (SEAL) By rm By Chief Executive Officer Approved as to form. Attest: �&, ya�� C�yecs - — Alp ` 4 A e�ial Counsel 9,en Secretary CITY OF UNTI BEACH as Le ee 4By yor (S L) City Administrat EA Approved as to form- Attest: Ae City Attorney/Agency Attorney City Clerk 44 EXHIBIT A (FORM OF CERTIFICATE OF PARTICIPATION) CERTIFICATE OF PARTICIPATION (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT) Evidencing a Proportionate Interest of the Owner Hereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH No. $ THIS IS TO CERTIFY THAT or registered assigns, as the registered owner of this Certificate of Participation (the "Certificate") is the owner of an undivided proportionate interest in the right to receive certain Lease Payments and prepayments thereof under and defined in that certain Lease Agreement (the "Lease Agreement") dated 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, (the "Agency") and the City of Huntington Beach, California, a chartered city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City") , which Lease Payments and prepayments and certain other rights and interests under the Lease Agreement have been assigned to First Interstate Bank of California, as trustee (the "Trustee") , having a principal corporate trust office in Los Angeles, Californ-,a (the "Principal Office") . The owner of this Certificate is entitled to receive, subject to the terms of the Lease Agreement, on June 1, 1994, the principal amount of Dollars, representing a portion of the Lease Payments designated as principal coming due during the term of the Lease Agreement, and to receive on December 1, 1984, and semiannually thereafter on December 1 and June 1 of each year (the "Payment Dates") until payment in full of said portion of principal , the owner' s proportionate share of the Lease Payments designed as interest coming due during the six months immediately preceding each of the Payment - Dates; provided that interest with respect hereto shall be payable from the Payment Date next preceding the date of authentication of this Certificate (unless (i ) this Certificate is authenticated on a Payment Date, in which event interest shall be payable from such Payment Date, or (ii ) this Certificate is authenticated prior to a Payment Date and after the close of business on the fifteenth day of the month 45 immediately preceding such Payment Date, in which event interest shall be payable from such Payment Date, or (iii) unless this Certificate is authenticated prior to November 15, 1984, in which event interest shall be payable from June 1, 1984) . Said proportionate share of the portion of the Lease Payments designated as interest is the result of the multiplication of the aforesaid portion of the Lease Payments designated as principal by the rate of nine and fifty hundredths percent (9.50%) per annum. Said amount representinq principal is payable in lawful money of the United States of America upon presentation and surrender hereof at the Principal Office of the Trustee Said amounts representing interest are payable in lawful money of the United States of America by check or draft mailed by the Trustee to the registered owner hereof at his address as it appears on the registration books of the Trustee or at such other address as he may have filed with the Trustee for that purpose This Certificate has been executed and delivered by the Trustee pursuant to the terms of a Trust Agreement by and among the Trustee, the Agency and the City, dated as of May 1, 1984 (the "Trust Agreement") . The City is authorized to enter into the Lease Agreement and the Trust Agreement under the Constitution and laws of the State of California. Reference is hereby made to the Lease Agreement and the Trust Agreement (copies of which are on file at the Principal Office of the Trustee) for a description of the terms on which the Certificates are delivered, the rights thereunder of the owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the City under the Lease Agreement, to all of the provisions of which Lease Agreement and Trust Agreement the owner of this Certificate, by acceptance hereof, assents and agrees The City is obligated under the Lease Agreement to pay Lease Payments from Revenues derived from the operation of the Project (as such terms are defined in the Lease Agreement) . The obligation of the City to pay the Lease Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay Lease Payments does not constitute a debt of the City, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Lease Payments are secured by an irrevocable standby letter of credit (the "Letter of Credit") issued by Golden State Sanwa Bank, which Letter of Credit is confirmed by The Sanwa Bank, Limited, pursuant to which the Trustee may, under certain circumstances, draw moneys to pay in full the principal of the Certificates. The Letter of Credit is secured by a confirming standby letter of credit issued by The Sanwa Bank, Limited. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto with the written consent of the owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Certificates are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner' s proportionate share of any Lease Payment or prepayment thereof in accordance with such owner' s Certificate. 46 This Certificate is transferable by the owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust. Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new Certificate or Certificates, of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange herefor. The City, the Agency and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the City, the Agency and the Trustee shall not be affected by any notice to the contrary. The Certificates are subject to redemption on any Payment Date, in whole, or in part by lot, from the net proceeds of insurance or condemnation credited towards the prepayment of the Lease Payments by the City pursuant to Section 10.2 of the Lease Agreement, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the date fixed for redemption, without premium. As provided in the Trust Agreement, notice of redemption shall be mailed, not less than twenty-five nor more than sixty days before the redemption date, to the owner of this Certificate, but neither failure to receive such notice nor any immaterial defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Certificate is called for redemption and payment is duly provided therefor as specified in the Trust Agreement, interest shall cease to accrue with respect hereto from and after the date fixed for redemption. IN WITNESS WHEREOF, this Certificate has been executed and delivered by First Interstate Bank of California, as Trustee, acting pursuant to the Trust Agreement. Authentication Date: FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By 47 2513F JHHW:CFA:dfd 6/18/84 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (the "AGREEMENT") is entered into as of May 1, 1984 between the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City") and GOLDEN STATE SANWA BANK, a California banking corporation (the "Bank"). RECITALS WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") as lessor and the City as lessee have entered into a Lease Agreement dated as of May 1, 1984 (the "Lease Agreement") relating to the site and the project (the "Site" and the "Project" respectively) , as defined by the Lease Agreement, and WHEREAS, First Interstate Bank of California, a California banking corporation (the "Trustee") is the Trustee for the benefit of the owners of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) (the "Certificates") executed and delivered under the Trust Agreement dated as of May 1, 1984, among the Trustee, the City and the Agency; and WHEREAS, the Agency has assigned all of its rights under the Lease Agreement to the Trustee pursuant to an Assignment Agreement dated as of May 1, 1984 (the "Assignment") ; and WHEREAS, the Agency and the Trustee, as assignee of the Agency, have entered into a Deed of Trust, Assignment of Rents and Security Agreement dated as of May 1, 1984 on the Site and the Project (the "Deed of Trust"); and WHEREAS, the Lease Agreement requires that the City deposit with the Trustee a Letter of Credit issued by the Bank in favor of the Trustee, confirmed by The Sanwa Bank, Limited, a Japanese banking corporation, supporting, among other things, certain obligations of the City pursuant to the Lease Agreement. NOW THEREFORE, in consideration of the foregoing and the promises and covenants hereinafter contained and for other valuable consideration, the parties hereto agree as follows: ARTICLE I AMOUNT AND TERMS OF THE LETTER OF CREDIT SECTLON 1 1. The Letter of Credit The City hereby applies for the issuance for its account, and the Bank agrees, on the terms and conditions hereinafter set forth, to issue its Irrevocable Letter of Credit, in substantially the form of Exhibit A attached hereto, in favor of the Trustee and for the account of the City, dated June 19, 1984 and expiring on or before October 18, 1994 at 11.59 p.m. Pacific Standard or Daylight Savings Time, as the case may be, for the benefit of the Trustee (the "Letter of Credit"). SECTION 1.2. Fees The City agrees to pay to the Bank an origination fee of one percent (1%) of the original amount available under the Letter of Credit, from the proceeds of the sale of the Certificates as consideration for the issuance of the Letter of Credit. Additionally, the City hereby agrees to pay to the Trustee as agent for the Bank a fee with respect to the Letter of Credit at the rate of one percent (1%) per annum on the amount available to be drawn under the Letter of Credit, as set forth in the Letter of Credit, from and including the date of issuance of the Letter of Credit until the Stated Expiration Date, as defined in the Letter of Credit, payable one year in advance on a monthly basis commencing June 1, 1985, in equal installments, provided however that, notwithstanding anything herein to the contrary, the fee for the first year of the term of the Letter of Credit shall be paid as of the date of issuance of the Letter of Credit, the fee for the second year of the term of the Letter of Credit shall be paid to the Trustee as of the date of issuance of the Letter of Credit to be held until due to the Bank on June 1, 1985, and no fee shall be due on or after October 1, 1993, if all fees have been paid prior thereto. The City' s obligation to pay the fees hereinabove described is payable solely from Revenues, as that term is defined in the Lease Agreement and the City shall have no obligation with respect thereto in excess of such Revenues. In no event is the full faith and credit of the City or the Agency available to satisfy the obligation to pay the fees hereinabove described. 2 ARTICLE II CONDITIONS OF ISSUANCE SECTION 2.1. Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the condition precedent that the Bank shall have received, on or before the date of issuance of the Letter of Credit the following, in form and substance satisfactory to it: (a) An opinion of counsel to the City regarding the matters described in Section 3. 1. hereof; (b) An originally executed copy of this Agreement, the Letter of Credit, the Trust Agreement, the Lease Agreement, the Assignment, the Deed of Trust, and any other agreement or instrument relating thereto (hereinafter collectively referred to as the "Related Documents") and where any such documents have been recorded, a certified copy of the document so originally recorded and any amendments thereto; (c) A copy of one or more ALTA form extended coverage lender' s policies or evidence of an irrevocable commitment therefor satisfactory to the Bank, in form and substance satisfactory to the Bank, issued by an insurer satisfactory to the Bank, together with such endorsements and binders thereto as may be required by the Bank, insuring the City' s interest under the Lease Agreement and the Agency' s fee simple title to the Site subject only to Permitted Encumbrances, as defined by the Trust Agreement and approved by the Bank, and in a maximum stipulated value of $4,600,000. Said policy or policies shall be in favor of the Trustee and such be assignable to the Bank upon a draw under the Letter of Credit; (d) Such other approvals, opinions or documents as the Bank may reasonably request; and (e) On the date of issuance of the Letter of Credit the following statements shall be true and the Bank shall have received a certificate signed by the City, dated the date of such issuance, stating that: (i) The representations and warranties contained in Section 3.1 hereof are correct as of the date of issuance of the Letter of Credit as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes an Event of Default under Section 6.1 hereof or would constitute an Event of Default under Section 6.1 hereof but for the requirement that notice be given or time elapse or both. 3 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.1. Representations and Warranties of the City. The City represents and warrants as follows: (a) The City is a municipal corporation and chartered city duly organized and existing under the laws and constitution of the State of California, and has full powers to own and hold real and personal property, and to lease the same. (b) The execution, delivery and performance by the City of this Agreement and the Related Documents to which it is a party are within the City' s powers, and do not contravene any law, order, rule or regulation applicable to the City. (c) All authorizations or approvals or other action by, and notice to or filing with, any governmental authority or regulatory body have been obtained for the due execution, delivery and performance by the City of this Agreement or any of the Related Documents. (d) This Agreement is the legal , valid and binding obligation of the City, enforceable against the City in accordance with its terms except as the enforceability thereof may be limited by applicable insolvency, liquidation, readjustment of debt or similar proceeding of, or moratorium applicable to, the City. The Related Documents to which the City is a party when executed and delivered will be the legal , valid and binding obligations of the City, enforceable against the City in accordance with their terms except as the enforceability thereof may be limited by applicable insolvency, liquidation, readjustment of debt or similar proceeding of, or moratorium applicable to, the City. (e) There is no pending or threatened action, investigation or proceeding before any court, governmental agency or arbitrator against or affecting, and no pending or proposed legislative, regulatory, rulemaking, rate- setting or investigatory proceeding before any federal , state, county or municipal government, department, commission, board, agency or any other instrumentality or any of them involving or affecting the City which may materially, adversely affect the fi-nancial condition or operations of the City or the ability of the City to perform its obligations under this Agreement. SECTION 3.2. Representations of the Bank. The Bank represents as follows: (a) The Bank is duly organized, validly existing and in good standing under the laws of the State of California, has all requisite corporate power to - carry on its business as now being conducted, and has all requisite corporate power and authority to enter into this Agreement, issue the Letter of Credit, and to perform its obligations hereunder and thereunder; 4 (b) The execution, delivery and performance of this Agreement and the issuance of the Letter of Credit by the Bank have been duly authorized by all necessary corporate action on the part of the Bank and this Agreement constitutes, and the Letter of Credit will constitute, the legal , valid and binding obligations of the Bank enforceable against it in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, or other similar laws affecting creditors' rights generally and by the application of equitable principles; (c) The execution, delivery and performance of this Agreement and the issuance of the Letter of Credit by the Bank do not and will not conflict with or violate any provision of the Articles of Association or By-Laws of the Bank and do not and will not conflict with, violate, result in a breach of, or cause a default under, (i) any provision of federal , state or local law or regulation relating to the business or assets of the Bank, (ii) any provision of any consent, arbitration award, judgment or decree by which the Bank is bound or, to the best of the Bank' s knowledge, by which the Bank or its assets may be affected, (iii ) any provision of any agreement or instrument to which the Bank is a party or by which the Bank or its assets are bound or restricted, or (iv) any other restriction of any kind or character to which the Bank is subject, which conflicts, breaches or defaults in each of clauses (i) , (ii ), (iii) and (iv) above would prohibit the consummation of the transactions contemplated by this Agreement or the Letter of Credit; and (d) There is no pending action or proceeding before any court, governmental agency or arbitrator against or directly involving the Bank and, to the best of its knowledge, there is no threatened action or proceeding affecting the Bank before any court, governmental agency or arbitrator which, in any case, may materially and adversely affect this Agreement or the Letter of Credit. 5 ARTICLE IV REIMBURSEMENT AND PAYMENTS SECTION 4.1. Reimbursement and Other Payments. (a) The City hereby agrees to pay to the Bank on demand or as the parties may otherwise agree, on and after the date on which the Bank shall pay any draft presented under the Letter of Credit: (i) a sum equal to the amount so paid under the Letter of Credit; plus (ii ) interest on any amount paid by the Bank under clause (i ) above from and including the date such amount was paid at an interest rate equal to four percent (4%) above the prime rate of interest as announced by the Bank from time to time as being its "Prime Rate" of interest in effect on and after the date of calculation of the rate of interest hereunder. Any change in said "Prime Rate" shall be effective as of the date announced. (b) If any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall either (i ) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, the Bank or (ii ) impose on the Bank any other condition regarding this Agreement or the Letter of Credit, and the result of any event referred to in the preceding clauses shall be to increase the actual cost to the Bank of issuing or maintaining the Letter of Credit (which increase in cost shall be determined by the Bank' s reasonable allocation of the aggregate of such cost increases resulting from such event) , then, upon demand by the Bank, the City shall pay to the Bank, from time to time as specified by the Bank, additional amounts which shall be sufficient to compensate the Bank for such increased cost. A certificate as to such increased cost incurred by the Bank as a result of any event mentioned in clause (i ) or (ii ) above, and an explanation thereof, submitted by the Bank to the City, shall be conclusive as to the amount thereof. (c) The City hereby agrees to pay to the Bank, on demand, sums equal to any and all charges and expenses including legal fees, which the BanK may pay or incur relative to the issuance of the Letter of Credit or to any payment by the Bank thereunder as limited by Section 7.8 hereof. (d) The City' s obligation to make reimbursement and other payments to the Bank under this Section or any other provision of this Agreement is payable solely from Revenues, as that term is defined in the Lease Agreement and the City - shall have no obligation hereunder in excess of such Revenues. In no event is the full faith and credit of the City or the Agency available to satisfy the obligation to pay the amounts set forth in this Agreement. 6 SECTION 4.2. Payments and Computations. The City shall make the payments required pursuant to Section 4. 1 hereof not later than 12:00 noon Pacific Standard or Daylight Savings Time, as the case may be, on the day when due in lawful money of the United States of America to the Bank at its address referred to in Section 7.2 in same day funds. Computations of interest hereunder shall be made by the Bank on the basis of a year of 360 days. For purposes of ,this Agreement, interest shall be computed on the basis of a month of thirty (30) days for each month actually expired and for the number of days actually expired for any partial month. SECTION 4.3. Payment on Non-Banking Days. Whenever a payment to be made hereunder shall be stated to be due on a Saturday, Sunday or public or bank holiday or the equivalent for banks generally under the laws of the State of California (any other day being a "Banking Day"), such payment shall be made on the next succeeding Banking Day, and such extension of time shall in such case be included in the computation of payment of interest. SECTION 4 4. Obligations Absolute. Except as provided herein, the obligations of the City under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including without limitation, the following: (a) any lack of validity or enforceability of any of the Related Documents; (b) the existence of any claim, set-off, defense or other right which the City may have at any time against the Trustee, any beneficiary of the Letter of Credit, any persons or entities for whom the Trustee or any such beneficiary may be acting, the Bank or any other person or entity, whether in connection with this Agreement or the transactions contemplated herein; (c) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (d) payment by the Bank under the Letter of Credit against presentment of a draft or certificate which does not comply with the terms of the Letter of Credit except to the extent such payment results from willful misconduct or gross negligence in determining whether a draft complies with the terms of the Letter of Credit; or (e) any amendment or waiver of or any consent to departure from all or any of the Related Documents. 7 ARTICLE V COVENANTS SECTION 5.1. Certain Affirmative Covenants. So long as a drawing is available under the Letter of Credit or the Bank shall have any obligation thereunder or the City shall have any obligation to pay any amount to the Bank hereunder, the City will , unless the Bank shall otherwise consent in writing: (a) Compliance with Laws. Comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent contested in good faith; (b) Preservation of Existence. Preserve and maintain its existence; (c) Maintenance of Project. Maintain, preserve and protect the Project, in good working order and condition, ordinary wear and tear excepted and not take or permit to be taken any action which will materially adversely affect the value of the Project; (d) Keeping of Records and Books of Account. Keep adequate records and books of account, in which complete entries shall be made in accordance with generally accepted accounting principles consistently applied, reflecting all its financial transactions; (e) Maintenance of Insurance. Maintain insurance on the Project with responsible and reputable insurance companies or associations or through self— insurance, in such amounts and covering such risks as is required by the Lease Agreement, including both casualty and liability insurance; (f) Entry and Inspection. At any reasonable time and from time to time, after giving notice permit the Bank or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of the City and visit the Site and the Project; (g) Compliance With Certain Agreements. Comply with and perform all of their obligations pursuant to the Related Documents to which either of them is a party; (h) Financial Statements. On each anniversary of this Agreement, during the term hereof, the City shall provide (i) audited financial statements for the preceding fiscal year to the Bank, (ii ) operating statements in form and in sufficient detail satisfactory to the Bank for the Revenue and Project; - (i) Construction Contract and Performance Bond. The City shall cause to be obtained a payment and performance bond in the amount of any construction contract for the Project in form and substance reasonably satisfactory to the Bank and issued by a surety reasonably satisfactory to the Bank prior to the commencement of any construction on the Site. 8 (j) Title to Site. The City shall use its best efforts promptly to secure title to Lots 1 and 13 of the Site as described in Exhibit A to the Deed of Trust and shall immediately thereafter (i) transfer same to the Agency; (ii) execute and record and/or cause to be executed and recorded, amendments to the Lease and the Deed of Trust amending the description of the Site to include said Lots 1 and 13; and (iii ) cause to be delivered to the Bank and the Trustee any endorsements to or substitutes for the Policy of Title Insurance referenced in Section 2. 1(c) hereof, which are necessary to insure the Agency' s fee title to the Site including said Lots 1 and 13. SECTION 5.2. Negative Covenants. So long as a drawing is available under the Letter of Credit or the Bank shall have any obligation thereunder or the City shall have any obligation to pay any amount to the Bank hereunder, the City shall not, without the prior written consent of the Bank: (a) Liens. Create or suffer to exist any lien, security interest or other charge or encumbrance or any other type of preferential arrangement, upon or with respect to the Site or the Project, or assign any right to receive income with respect thereto, to any person or entity, other than as permitted by the Related Documents, (b) Certain Amendments. Enter into or consent to any cancellation, termination, supplement, amendment, modification or waiver of any of the Related Documents that would, in the reasonable opinion of the Bank, have a material adverse effect on the Bank under this Agreement or on the ability of the City to meet any obligations hereunder; (c) Leases. Enter into any sublease of the Site or the Project except with respect to any tenant leasing activity in the ordinary course of operation of the Project. 9 ARTICLE VI EVENTS OF DEFAULT SECTION 6. 1. Events of Default. The occurrence of any of the following events shall be an "Event of Default" hereunder. (a) The City shall fail to pay any amount payable to the Bank hereunder when due or; (b) Any representation or warranty made by the City herein or in connection with this Agreement shall prove to have been incorrect in any material respect on or as of the date hereof as determined by a court of applicable jurisdiction following any applicable appeal period, or (c) The City shall fail to perform or observe any term, covenant or agreement contained in this Agreement (other than those referred to in subsections (a) and (b) of this Section 6 1) and any such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the City by the Bank unless the Bank agrees in writing to an extension of time prior to its expiration; provided however, if the failure stated in such notice cannot be cured within the applicable period, such failure shall not constitute an event of default hereunder, if corrective action is instituted by the City within the applicable period and diligently pursued until the failure is remedied; or (d) The City shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the City seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the City or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property; or the City shall take any action to authorize any of the actions set forth above in this subsection (e), or (e) An event of default (without cure during the applicable period, if any, for cure) under any of the Related Documents, as that term is defined in those agreements respectively shall have occurred. SECTION 6.2. Upon an Event of Default If an Event of Default shall occur: (a) After Issuance of the Letter of Credit. If an Event of Default shall have occurred and be continuing, after the issuance of the Letter of Credit the Bank may take whatever action which is now or hereafter existing at law or in equity or by statute. No remedy conferred upon or reserved to the Bank is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay in exercising 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 10 exercised from time to time and as often as may be deemed expedient. In order to entitle the Bank to exercise any remedy reserved to it in this paragraph it shall not be necessary to give any notice, other than such notice as may be required in this Agreement or by law. (b) Agreement to Pay Attorneys' Fees and Expenses. Subject to Paragraph 7.10 hereof in the event of an Event of Default under any of the provisions hereof and the Bank employs attorneys or incurs other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement.on the part of the City, the City agrees that it will , on demand, pay the Bank the actual fees of such attorneys and such other expenses so incurred. (c) No Additional Waiver by One Waiver. If any Event of Default shall be waived by the Bank such waiver shall be limited to that specific Event of Default and shall not be deemed a waiver of any other Event of Default. 11 ARTICLE VII MISCELLANEOUS SECTION 7.1. Amendments No amendment or waiver of any provision of this Agreement, nor consent to such departure by the City, shall in any way be effective unless the same shall be in writing and signed by the Bank and the City and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notice of any such amendment or waiver shall be delivered to the Trustee. SECTION 7.2. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing or by telex and shall be deemed to have been duly given on the date of service if served personally upon the party to whom notice is to be given, or on receipt if sent by telex or if mailed to the party to whom notice is to be given, by first class mail , registered or certified, postage prepaid and properly addressed as follows: If to the Bank• Golden State Sanwa Bank 9000 East Valley Boulevard Rosemead, California 91770 Attention: Municipal Services Division If to the City: City of Huntington Beach Post Office Box 190 Huntington Beach, California 92648 Attention: City Administrator SECTION 7.3. No Waiver; Remedies; Set-Off. No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. The Bank waives any right it may have, at law or otherwise, to set-off or apply any deposits of the City or the Agency at any time held during the pendency of any proceeding which may initiated by the City or the Agency pursuant to the United States Bankruptcy Code, or any successor statute, wherein the City is the debtor. The Bank agrees that it shall not accept any grant of a security interest in any property of the City or the Agency to secure the obligations of the City hereunder unless the Trustee, for the benefit of the holders of the Certificates, is granted a pari passu interest in such property. SECTION 7.4. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistently applied, except as otherwise stated herein. 12 SECTION 7.5. Indemnification of the Bank. The City hereby indemnifies and holds the Bank harmless from and against any and all claims, damages, losses, liabilities, costs or expenses, including attorneys' fees, which the Bank may incur or which may be claimed against the Bank by any person or entity or by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under the Letter of Credit; provided however, that the City shall not be required to indemnify the Bank pursuant to this Section 7.5 for any claims, damages, losses, liabilities, costs or expenses to the extent caused by (i) the Bank' s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (ii ) the Bank' s willful failure to make lawful payment against drafts presented under the Letter of Credit after the presentment to it by the Trustee (or a successor trustee) under the Trust Agreement of a draft, certificate and assignments strictly complying with the terms and conditions of the Letter of Credit. Nothing in this Section 7.5 is intended to limit the City' s obligations contained in Section 4.1. Without prejudice to the survival of any other obligation of the City hereunder, the indemnities and obligations of the City contained in this Section 7.5 shall survive the payment in full of amounts payable pursuant to Section 4. 1 and the termination of the Letter of Credit. SECTION 7.6. Indemnification of City. The Bank hereby indemnifies and holds the City harmless against any and all claims, damages, losses, liabilities, costs or expenses, including attorneys' fees, which the City may incur or which may be claimed against the City by any person or entity by reason of the Bank' s willful misconduct in failing to pay a draft under the Letter of Credit which strictly complies with the Letter of Credit. SECTION 7.7. Liability of the Bank. The City assumes all risks of the acts or omissions of the Trustee and any beneficiary of the Letter of Credit with respect to its use of the Letter of Credit other than the gross negligence or wilful misconduct of the trustee or any such beneficiary Neither the Bank nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any acts or omissions of the Trustee and any beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentment of documents which appear on their face substantially to comply with the Letter of Credit but which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except that the City shall have a claim against the Bank, and the Bank shall be liable to the City, to the extent of any direct, as opposed to consequential damages suffered by the City which the City proves were caused by the Banks wilful failure to make lawful payment under the Letter of Credit after the presentment to it by the Trustee of a draft, certificate, and 13 assignments strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. SECTION 7.8. Costs, Expenses and Taxes. The City agrees to pay on written demand pursuant to the terms of the Indemnity Agreement dated March 5, 1984, between the City and the Bank, all costs and expenses in connection with the preparation, execution, delivery, filing, recording and adminis- tration of this Agreement and any other documents which may be delivered in connection with this Agreement, including without limitation, the actual fees and out-of-pocket expenses of counsel for the Bank, and local counsel who may be retained by said counsel , with respect thereto and with respect to advising the Bank as to its rights and responsibilities under this Agreement and all costs and expenses (including counsel fees and expenses) in connection with (i) the enforcement of this Agreement and such other documents which may be delivered in connection with this Agreement or (i1) any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Bank from paying any amount under the Letter of Credit. In addition, the City shall pay any and all stamp, sales and use, and other taxes and fees payable or deter- mined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents, and agrees to hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in payment or omission to pay such taxes and fees. SECTION 7.9. Rights Unimpaired Any and all rights of the Bank hereunder shall continue unimpaired, and the City shall be and remain obligated in accordance with the terms and provisions hereof notwithstanding any delay, extension of time, renewal , compromise or other indulgence granted by the Bank in reference to any of the aforesaid obligations, and the City hereby waives notice of any such delay, extension, renewal , compromise or other indulgence and hereby consents to be bound thereby as fully and effectually as if the City had expressly agreed thereto in advance. The Bank, its parent, its affiliates, its subsidiaries and/or its correspondents shall not be liable or responsible in any respect for any: (a) error, omission, interruption or delay in transmission, dispatch or delivery of any one or more messages or advices in connection with the Letter of Credit, whether transmitted by cable, radio, telegraph, mail or otherwise and despite any cipher or code which may be employed, or (b) action, inaction or omission, which may be taken or suffered by it or them in good faith or through inadvertence in identifying or failing to identify any beneficiary(ies) or otherwise in connection with the Letter of Credit. SECTION 7. 10. Attorneys' Fees. In the event that any party hereto shall incur legal fees and costs in connection with the actual or threatened breach of any provision hereof, or to enforce any right or remedy hereunder, such party shall be entitled to recover such fees and costs from the breaching party In the event that an action is brought in connection with this Agreement the prevailing party shall be entitled to recover from the losing party in addition to any money judgment or other relief, such actual attorneys' fees and costs as may be incurred 14 by the prevailing party instituting or defending such litigation, together with such reasonable costs and expenses of litigation as may be allowed by the court. SECTION 7.11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the City and the Bank and their respective successors and assigns, except that the City shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Bank. The Bank may assign to any financial institution all or any part of, or any interest (undivided or divided) in, the Bank' s rights and benefits under this Agreement, and to the extent of that assignment such assignee shall have the same rights and benefits against the City hereunder as it would have had if such assignee were the bank issuing or paying under the Letter of Credit hereunder. SECTION 7 12. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction, shall be ineffective to the extent of such prohibition, unenforceability or non- authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. SECTION 7. 13. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Except as otherwise provided herein or as the Bank and the City may otherwise expressly agree, the Uniform Customs and Practices for Documentary Credits (1974 Revision), International Chamber of Commerce Publication No. 290 or any substitute or successor publication issued by the International Chamber of Commerce shall apply to the Letter of Credit. No claim, demand, action, proceeding, arbitration, litigation, hearing, motion or lawsuit arising herefrom or with respect hereto shall be commenced or prosecuted in any jurisdiction other than the State of California, and any judgment, determination, finding or conclusion reached or rendered in any other jurisdiction shall be null and void between the parties hereto. SECTION 7. 14. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. SECTION 7. 15. Counterparts. This Agreement may be executed in several counterparts and as executed shall constitute one Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatory to the original same counterpart. 15 a IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. THE CITY: CITY OF NTINGTON BEA By yor By ty Admini ator (SEAL) Approved as to form: ATTEST: City Attorney City Clerk THE BANK: GOLDEN STATE SANWA BANK By Andrew Bard Vice President 16 G®iden State Sanwa Bank 9000 East Valley Blvd Rosemead, CA 91770 (818) 288-0220 PAGE 1 OF 3 PAGES IRREVOCABLE LETTER OF CREDIT No. 291/SB84/10040 June 19, 1984 First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Attn: Corporate Trust Department Ladies and Gentlemen: We hereby establish, at the request and for the account of the City of Huntington Beach ( the "City" ) , in your favor for the benefit of the owners of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) ( the "Certificates" ) executed and delivered under the Trust Agreement dated as of May 1 , 1984 among the City, the Redevelopment Agency of the City of Huntington Beach ( the "Agency" ) and you ( the "Trust Agreement" ) , our Irrevocable Letter of Credit No. 291/SB84/10040, whereby we irrevocably authorize you to draw on us in accordance with the terms and conditions hereinafter set forth, by your draft, effective immediately and expiring October 18, 1994 , at 11 :59 p.m. Pacific Standard or Daylight Savings Time, as the case may be, ( the "Stated Expiration Date" ) . We hereby irrevocably authorize you to draw on us, in accordance with the terms and conditions hereinafter contained, in a single draft an aggregate amount not to exceed four million six hundred thousand dollars ($4 ,600,000) ( the "Stated Amount" ) . Demand for payment hereunder shall not exceed the Stated Amount. Funds under this Letter of Credit are available to you against your draft, drawn on us, payable three ( 3) Banking Days - (as hereinafter defined) after sight, and referring thereon to the number of this Letter of Credit, accompanied by your written and completed certificate signed by you in the form of Exhibit "A" attached hereto; your validly executed assignment to us in recordable form in the form of Exhibit "B" attached hereto; and your validly executed assignment to us in recordable form in the form of Exhibit "C" attached hereto, and in the event a draw is Golden State Sanwa Bank 9000 East Valley Blvd Rosemead, CA 91770 (818) 288-0220 IRREVOCABLE LETTER OF CREDIT NO. 291/SB84/10040 PAGE 2 OF 3 PAGES being made under this Letter of Credit due to the Bankruptcy of the City (as hereinafter defined) , your validly executed assign- ment to us in the form of Exhibit "D" attached hereto. As used herein, the term "Bankruptcy of the City" shall mean the filing of a petition by the City commencing a proceeding under the United States Bankruptcy Code , or any substitute or successor statute , wherein the City is the debtor. As used herein, the term "Banking Day" shall mean any day other than a Saturday, Sunday or public or bank holiday or the equivalent for banks under the laws of the State of California. Such draft, certificate and assignments shall be dated the date of presentment, which shall be made at our office located at 9000 East Valley Boulevard, Rosemead, California 91770, Attention: Financial Services Division, three ( 3 ) Banking Days prior to our making funds available to you hereunder. If we receive your draft, certificate and assignments at such office , all in strict conformity with the terms and conditions of this Letter of Credit, on or before the Stated Expiration Date, we will honor the same on or before 11: 00 a.m. , Pacific Standard or Daylight Savings Time, as the case may be , on the third Banking Day after presentment thereof , in immediately available funds, in accordance with your payment instructions. Upon the earliest of ( 1 ) the surrender to us by you of this Letter of Credit for cancellation, ( ii ) our honoring a draft hereunder, or ( iii ) the Stated Expiration Date hereof, this Letter of Credit shall automatically terminate. Upon such termination, you shall promptly return this Letter of Credit to us. This Letter of Credit shall be governed by and subject to the laws of the State of California, the Uniform Customs and Practices for Documentary Credits ( 1974 Revision) , International Chamber of Commerce Publication No. 290 (the "UCP" ) , or any substitute or successor publication issued by the International Chamber of Commerce and the Uniform Commercial Code as in effect in the State of California to the extent it is not inconsistent with the UCP. This Letter of Credit shall be deemed to be issued pursuant to the laws of the State of California and any action or proceeding brought in order to enforce any right or remedy under this Letter of Credit shall be brought in the courts of the State of California. Communications with respect to this Letter of Credit shall be in writing and shall be addressed to Golden State Sanwa Bank 9000 East Valley Blvd Rosemead, CA 91770 (818) 288-0220 IRREVOCABLE LETTER OF CREDIT NO. 291/SB84/10040 PAGE 3 OF 3 PAGES us at 9000 East Valley Boulevard, Rosemead , California 91770, Attention: Financial Services Division, specifically referring to the number of this Letter of Credit. This Letter of Credit is transferrable in whole , but not in part, to any transferee who has succeeded you as Trustee under the Trust Agreement and may be successively transferred. Transfer of this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of Credit accompanied by a certificate in the form of Exhibit "E" attached hereto. Very truly yours, GOLDEN STATE SANWA BANK By -Name: Andrew L. Bard Title: Vice President THIS EXHIBIT "A" BECOMES AN INTEGRAL PART OF OUR LETTER OF CREDIT NO. 291/SB84/10040 DATED JUNE 19, 1984. EXHIBIT "A" CERTIFICATE FOR DRAWING Irrevocable Letter of Credit No. 291/SB84/10040 The undersigned, a duly authorized officer of the undersigned Trustee ( the "Trustee" ) , hereby certifies to Golden State Sanwa Bank (the "Bank" ) , with reference to Irrevocable Letter of Credit No. 291/SB84/10040 (the "Letter of Credit" , the terms defined therein being used herein as therein defined) issued by the Bank in favor of the Trustee, that: ( 1 ) The Trustee is the Trustee under the Trust Agreement. ( 2 ) The Trustee is making a draw under the Letter of Credit by reason of (check appropriate box or boxes ) : ] (a ) The Trustee not receiving from the City within ten ( 10 ) days after its due date any Lease Payment as defined by and pursuant to the Lease Agreement (the "Lease Agreement" ) dated as of May 1 , 1984 between the City and the Agency as assigned to the Trustee by the Agency pursuant to the Assignment Agree- ment, dated as of May 1, 1984, and the Trustee has applied all amounts in the Lease Payment Fund, as defined by the Trust Agree- ment, to the payment of such Lease Payment, excluding payments due because of mandatory or optional prepayments , and the Trustee has applied all amounts in the Lease Payment Fund, as defined by the Trust Agreement , to t the payment of such Lease Payment. ] (b) An event of default pursuant to and as defined by ( 1 ) the Letter of Credit and Reimbursement Agreement dated as of May 1 , 1984 between the City and the Bank or ( ii ) the Deed of Trust, Assignment of Rents and Security Agree- ment dated as of May 1 , 1984 and executed by the Agency in favor of the Trustee ; and the Trustee has received written notice thereof from the Bank, a copy of which notice accompanies this Certificate. [ ] (c) The Bankruptcy of the City ( 3 ) The amount of the draft accompanying this Certifi- cate was computed, and the draw under the Letter of Credit is being made , in accordance with the terms and conditions of the - Trust Agreement. ( 4 ) The amount of the draft accompanying this Certifi- cate is $ and does not exceed the Stated Amount and (check appropriate box) : [ ] (a) If a draw is being made by reasons of an event described in paragraph 2(a ) or (b) above , the amount of the draft consists of all of the principal of the Certificates outstanding as of the date of the draw under the Letter of Credit less all amounts held by the Trustee pursuant to the Trust Agree- ment, other than amounts held in the Interest Reserve Fund, as defined by the Trust Agreement which amounts have been so held for at least one hundred twenty three ( 123 ) days . [ ] (b) If a draw is being made by reason of an event described in paragraph 2(c ) above , the amount of the draft consists of all of ( 1 ) the principal of the Certificates outstanding as of the date of the draw under the Letter of Credit, less ( 11 ) all amounts held by the Trustee pursuant to the Trust Agreement, other than amounts held in the Interest Reserve Fund, as defined by the Trust Agreement which amounts have been so held for at least one hundred twenty-three ( 123 ) days , plus ( 111 ) the amount of the principal component of the amounts received by the Trustee from the City during the one hundred twenty three ( 123 ) day period preceding the Bankruptcy of the City. -2- ( 5 ) The Trustee shall cooperate fully with the Bank and will execute such documents and take such actions as the Bank may reasonably request in order to enable the Bank to exercise any remedies which the Bank may be entitled to exercise by reason of paying a draw under the Letter of Credit . IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate this day of , 19 FIRST INTERSTATE BANK OF CALIFORNIA, Trustee By Name: Title : -3- THIS EXHIBIT "B" BECOMES AN INTEGRAL PART OF OUR IRREVOCABLE LETTER OF CREDIT NO. 291/SB84/10040 DATED JUNE 19, 1984. EXHIBIT "B" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Golden State Sanwa Bank 9000 East Valley Boulevard Rosemead, California 91770 Attention: Financial Services Division ASSIGNMENT OF DEED OF TRUST The undersigned as Trustee under the Trust Agreement dated as of May 1 , 1984 among the Redevelopment Agency of the City of Huntington Beach ( the "Agency" ) , First Interstate Bank of California, a California banking corporation (the "Trustee" ) and the City of Huntington Beach, in consideration for the right to draw under Irrevocable Letter of Credit No. 291/SB84/10040 issued by Golden State Sanwa Bank, a California banking corpora- tion (the "Bank" ) and other good and valuable consideration does grant, assign and transfer to the Bank all beneficial interest under that certain Deed of Trust, Assignment of Rents and Security Agreement, dated as of May 1 , 1984 , among the Agency as trustor, First American Title Insurance Company, as trustee, and First Interstate Bank of California , as beneficiary, recorded on as instrument number of Official Records of Orange County and covering the real property in Orange County, State of California described as follows: DESCRIPTION: ORANGE COUNTY, STATE OF CALIFORNIA THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST OLIARTER OF SECTION 35, TOWN'=.H I P 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LA BOL'=A'., AS SHOWN ON A MAP RECORDED 1N BOOT` 51 , PAGE 13 OF M I S-C ELLANEO S MAPS,, RECORDS iRD OF ORANGE COUNTY, CALIFORNIA, AND THAT PORT I CIN OF BLOCK E AND BLOCF A OF TRACT NO. 172 A' SHOWN ON A MAP RECORDED IN BOC* 12, PAGES 21 AND " OF SAID MISr_ELLANECSUS MAPS AND FORT I ON'=, OF BLOCKS KS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOM 19, PAGE 41 OF M I'_CELLANEGUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BE!�I NN I NG AT THE NORTHWEST CORNER OF LOT NO. 1 OF ':-.A I D BLC iC k E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH U DEGREE' 44 14" EAST C). 00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND 50. oQ FEET SOUTH, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE I'_ SHOWN ON SAID MAP OF TRACT NO. 172, THENCE ALONG '=.A I D PARALLEL LINE, NORTH $9 DEGREES 09 " 301' EAST 90. 44 FEET TO THE BEC INNING CIF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A AADDIS OF :9. 50 FEET; 1HhNL.E SOUTHEA5TERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37" , AN ARC DISTANCE OF 60. •;18 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING• A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANC-,LE OF 30 DEGREES 10, 16" , AN ARC DISTANCE OF 126. 38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF ;:c:0. 00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 31 DEG,REES, 47, 60", 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 1 AND 105 OF SAID BLOCK A, SOUTH 172. 94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID SLOCr' A; THENCE ALONG THE NORTH LINE OF SAID LOT 112, NORTH 89 DEGREES 10 ' `6" EAST 49. 00 FEET TOTHE NORTHEAST CORNER OF SAID LOT 1 12; THENCE ALCINI, THE EAST LINE OF LOTS 112, 113, 124, 130, 136, 146 AND 14:3 OF :AID BLOCK A, CILITH 0 DEGREES 49 10" EAST 172. 93 FEET TO THE SOUTH LINE OF SAID TRACT NO. 176, SAID 'SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO. 3197 AS SHOWN ON A MAP RECORDED IN SO_IP, 452, PAGES 421 THROl h;H 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. 811�7, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCV D OF TRACT NO. 570 AS. SHOWN ON A MAP RECORDED IN BOCIN 19, PAGE 41 OF SAID M I SC ELLANE��Us MAP;; THENCE ALONG, SAID EAST DEGREES 44' 14" EAST 70. 00 FEET TO A POINT BEING LNORTH INE, �OUTH DEGREE'z 44 ' 14" WE':,T 58'7,. FEET FROM THE SOUTHEA:T CORNER CIF _AID B ;u L _k V; THENCE 3r_IUTH 83 d [IEC:REE3 15 ' 46" WEST FEET; THENCE N1_1RTH 57 DECREES 12 51 " WEST 146. •_+? FEET; THENCE NORTH Q DEGREES 47 c;r EAST 1 12. 00 FEET TCI A LINE PARALLEL WITH AND >i� FEET WE:•T, MEASURED BRED AT R I i_HT AN!:LEc- FROM THE WEST LINE OF •_AID TRACT NO. THENCE ALONCI *_:.AT[, PARALLEL LINE, NORTH U DEGREES 44 14" WE=,T 172, 225. 0t.) FEET TO THE NORTH LINE OF THE ::C i!iTH CINE-HALF i iF THE EAST ONE-HALF OF THE NORTHEA•: T O!TARTER OF THE N!IRTHWE:T OIJARTER OF THE NORTHEA:T rI!TARTER OF SAID '3EC T I ON 35; THENCE ALONG ,AIL, NORTH LINE. PN_iRTH DEGREES 10 ' 1(J" EAST 1<<'►. i_��:� FEET TO THE WE'=•T LINE OF SAID TRACT NO. 172; THENCE NORTH o DEGREES 44 14 WE:T ALONG 'SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING. E XC EFT I NI= THEREFROM, ALL Ci I L , GAc•, AND CITHER HYDRCC ARBON :•!i8=TAN+=E:•, IN, C iN OR UNDER SAID LAND, A RE:ERYED AND GRANTED IN DEEDS OF RECORD. Dated FIRST INTERSTATE BANK OF CALIFORNIA, Trustee By Name: Title: STATE OF ) ss. COUNTY OF ) On this day of , 19 , before me, the undersigned Notary Public , in and for said County and State, personally appeared proved to me on the basis of satisfactory evidence to be the , of the corporation, and that he/she executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a reso- lution of its Board of Directors. IN WITNESS WHEREOF , I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for said [Notarial Seal] County and State THIS EXHIBIT "C" BECOMES AN INTEGRAL PART OF OUR IRREVOCABLE LETTER OF CREDIT NO. 291/SB84/10040 DATED JUNE 19, 1984. EXHIBIT "C" ASSIGNMENT OF LEASE AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Golden State Sanwa Bank 9000 East Valley Boulevard Rosemead, California 91770 Attention: Financial Services Division The undersigned as Trustee under the Trust Agreement dated as of May 1 , 1984 among the Redevelopment Agency of the City of Huntington Beach (the "Agency" ) , First Interstate Bank of California, a California banking corporation (the "Trustee" ) , and the City of Huntington Beach (the "City" ) , in consideration for the right to draw under Irrevocable Letter of Credit No. 291/SB84/10040 issued by Golden State Sanwa Bank, a California banking corporation, ( the "Bank" ) and other good and valuable consideration does hereby sell , assign and transfer to the Bank all of the Trustee ' s right , title and interest in, under and to that certain Lease Agreement dated as of May 1 , 1984 between the City and the Agency as assigned by the Agency to the under- signed pursuant to the Assignment Agreement dated as of May 1, 1984 and the security interest in Revenues as defined by and granted pursuant to said Lease Agreement. Executed this day of 19 FIRST INTERSTATE BANK OF CALIFORNIA, Trustee By Name: Title: STATE OF ) ss. COUNTY OF ) On this day of , 19_, before me, the undersigned Notary Public , in and for said County and State, personally appeared proved to me on the basis of satisfactory evidence to be the , of the corporation, that executed the within instru- ment on behalf of the corporation therein named , and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its Board of Directors. IN WITNESS WHEREOF , I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for said [Notarial Seal] County and State THIS EXHIBIT "D" BECOMES AN INTEGRAL PART OF OUR IRREVOCABLE LETTER OF CREDIT NO. 291/SB84/10040 DATED JUNE 19 , 1984 . EXHIBIT "D" ASSIGNMENT OF CLAIMS AND DEFENSES The undersigned as Trustee under the Trust Agreement dated as of May 1 , 1984 among First Interstate Bank of Cali- fornia, a California banking corporation ( the "Trustee" ) , the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach ( the "City" ) in consideration for the right to draw upon Irrevocable Letter of Credit Number 291/SB84/10040 and other good and valuable consideration in hand received , does hereby sell , assign and transfer to Golden State Sanwa Bank, a California banking corporation, ( the "Bank" ) all of the Trustee' s rights to file and prove a claim or claims or to pursue defenses in proceedings under the United States Bankruptcy Code or any other substitute or successor statute in which the City is the debtor, with respect to any amounts received by the Trustee from the City, which may be alleged to be recoverable in such proceedings as voidable transfers pursuant to Section 547 of the United States Bankruptcy Code or any sub- stitute or successor statute. Executed this day of 19 . FIRST INTERSTATE BANK OF CALIFORNIA, Trustee By: Name : Title : THIS EXHIBIT "E" BECOMES AN INTEGRAL PART OF OUR LETTER OF CREDIT NO. 291/SB84/10040 DATED JUNE 19, 1984. EXHIBIT "E" INSTRUCTION TO TRANSFER 19 Golden State Sanwa Bank 9000 East Valley Boulevard Rosemead, California 91770 Attention: Financial Services Division Re: Irrevocable Letter of Credit No. 291/SB84/10040 Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to (Name of Transferee ) (Address of Transferee) all rights of the undersigned beneficiary to draw under the above- captioned Letter of Credit (the "Letter of Credit" , the terms defined therein and not otherwise defined herein being used herein as therein defined) . Said transferee has succeeded the undersigned as Trustee under the Trust Agreement and as beneficiary of the Letter of Credit. By this transfer, all rights of the undersigned bene- ficiary in the Letter of Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as bene- ficiary thereof . The Letter of Credit is returned herewith and in accordance therewith the undersigned beneficiary asks that this transfer be effective and that you endorse this transfer and forward the same directly to the transferee with your customary notice of transfer and, if so requested by the transferee, that you issue a new irrevocable letter of credit in favor of the transferee with provisions consistent with the Letter of Credit and deliver such new irrevocable transferable Letter of Credit to the transferee in exchange for the Letter of Credit with this transfer endorsed on the reverse thereof. Enclosed is remittance of $ in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. A copy of this Instruction has been delivered to the City of Huntington Beach. Very truly yours , FIRST INTERSTATE BANK OF CALIFORNIA, Trustee By Name: Title: -2- Sanwa Bank THE SANWA BANK LIMITED SAN FRANCISCO AGENCY 300 Montgomery Street San Francisco,California 94104 (415)772 8200 First Interstate Bank of California June 19, 1984 707 Wilshire Boulevard Los Angeles, California 90017 Attention: Trust Department Re: Irrevocable Letter of Credit Number: 291/SB84/10040 For: $4,600,000 Dated: June 19, 1984 Issued by: Golden State Sanwa Bank In favor of: Yourselves Ladies and Gentlemen: We hereby confirm the abovementioned Irrevocable Letter of Credit. Upon our receipt from you of a draft or other demand for payment presented to Golden State Sanwa Bank accompanied by your statement that such draft or other demand for payment was not honored by Golden State Sanwa Bank, we shall honor each draft drawn and presented in accordance with the terms of the abovementioned Irrevocable Letter of Credit on the same banking day if the presentment is made on or before 12:00 P.M. (California Time) or on the next banking day if the draft is presented after 12:00 P.M. (California Time) . Very truly yours, THE SANWA BANK, LIMITED San Francisco �Z T. Fujita General Manager RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Jones , Hall , Hill & White 4 Embarcadero Center, Suite 1950 San Francisco, California 94111 Attention: Charles F. Adams DEED OF TRUST , ASSIGNMENT OF RENTS AND SECURITY AGREEMENT THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ( "Deed of Trust" ) is made as of May 1 , 1984 by the Redevelopment Agency of the City of Huntington Beach ( "Agency" or "Trustor" ) , First American Title Insurance Company ( "Trustee" ) , and First Interstate Bank of California, a California banking corporation ( "Beneficiary" ) as trustee for and on behalf of the owners of the Certificates of Participation (Terry Park Senior Citizens Pr03ect ) executed and delivered under that certain Trust Agreement , dated as of May 1 , 1984 among the Trustee , the City of Huntington Beach ( the, "City" ) and the Agency ( "Trust Agreement" ) . WITNESSETH: TRUSTOR DOES HEREBY IRREVOCABLY GRANT, TRANSFER AND ASSIGN to Trustee , in trust , with power of sale and right of entry and possession , all of Trustor' s right , title , interest and estate ( the "Trust Estate" ) now owned or hereafter acquired in and to ( 1) that certain land (the "Land" ) located in Orange County , California and more particularly described in Exhibit A attached hereto , together with all buildings ( "Buildings) and improvements now or hereafter located thereon, and all appurte- nances , easements, water and water rights , pumps and pumping This document is solely for the official business of the City 911. 4 of Huntington Beach, as contem- 1546-20008 plated under Government Code 6/6/8 4 Sec. 6103 and should b• recorded free of charge. plants , and all shares of stock evidencing the same ; all machinery, equipment , appliances and fixtures for generating or distributing air, water, heat , electricity , light , fuel or refrigeration , or for ventilating or sanitary purposes , or for the exclusion of vermin or insects , or for the removal of dust , refuse or garbage; all wall safes , built-in furniture and installations , shelving , lockers , partitions , door stops , vaults , elevators , dumbwaiters , awnings, window shades , venetian blinds , light fixtures , fire hoses and brackets and boxes for the same , fire sprinklers , alarm systems , draperies , drapery rods and brackets , screens , linoleum, carpets , furniture , furnishings , fixtures , plumbing , laundry tubs and trays , ice boxes , refrigerators , heating units , stoves, water heaters , incinerators , communication systems and all installations for which any such building is specially designed; all property referred to in Exhibit B attached hereto and incorporated herein by this reference ; all of said items, whether now or hereafter installed, being hereby declared to be for all purposes of this Deed of Trust a part of the Buildings , the specific enumerations herein not excluding the general , ( 2 ) the rents , issues and profits thereof , and ( 3 ) the Property (as hereinafter defined) to the extent not included in ( 1 ) and ( 2 ) above. FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may determine : ( 1) payment of the indebtedness of City to the Agency set forth in that certain Lease Agreement dated May 1 , 1984 between City and Agency ( the "Agreement" ) as assigned to the Beneficiary pursuant to that certain Assignment Agreement -2- dated May 1 , 1984 between the Agency as assignor and the Bene- ficiary as assignee; ( 2) payment of all other sums (with interest as herein provided) becoming due or payable to Beneficiary or Trustee pursuant to the terms hereof ; ( 3 ) performance of every obligation contained in this Deed of Trust , the Agreement, the Trust Agreement , any instrument now or hereafter evidencing or securing any indebtedness hereby secured , and any and all agreements , supplemental agreements , or other instruments of s security executed by Trustor or City as of even date herewith or at any time subsequent to the date hereof for the purpose of further securing any indebtedness hereby secured , or any part thereof , or for the purpose of supplementing or amending this Deed of Trust or any instrument secured hereby; and ( 4 ) payment of all other sums owed by City to Beneficiary. ARTICLE 1 Definitions As used in this Deed of Trust , in addition to the terms defined elsewhere , the following terms shall have the following meanings : 1 . 1 Bank : Golden State Sanwa Bank , a California state-chartered bank as issuer of Irrevocable Letter of Credit Number 291/SB84/10040 for the benefit of the Beneficiary and for the account of the City. 1 . 2 Financing Documents: The Agreement, the Security Documents and all other documents evidencing , securing or relat- ing to the indebtedness secured hereby. 1 . 3 Fixtures: All fixtures located upon or within -3- the Improvements or now or hereafter installed in , or used in connection with any of the Improvements , including , but not limited to, any and all partitions , screens, awnings , motors , engines, boilers , furnaces , pipes , plumbing , elevators , cleaning and sprinkler systems , fire extinguishing apparatus and equip- ment, water tanks , heating , ventilating , air conditioning and air cooling equipment , built-in refrigerated rooms , and gas and electric machinery and appurtenances , whether or not permanently affixed to the Property or the Improvements. 1 . 4 Impositions: All real estate and personal prop- erty taxes and other taxes and assessments, water and sewer rates and charges , and all other governmental charges and any interest or costs or penalties with respect thereto, ground rent and charges for any easement or agreement maintained for the benefit of the Trust Estate and/or the Property, general and special , ordinary and extraordinary, foreseen or unforeseen , of any kind and nature whatsoever that at any time prior to or after the execution of the Financing Documents may be assessed , levied , imposed , or become a lien upon the Trust Estate and/or the Property or the rent or income received therefrom or any use or occupancy thereof ; and any and all other charges , expenses , payments or assessments of any nature , if any , concerning the Trust Estate and/or the Property. 1 .5 Improvements: All buildings , improvements and appurtenances located on the Property or at any time hereafter constructed or placed upon the Property or any part thereof , and all improvements , additions and replacements thereof . 1 .6 Indebtedness: The principal of and interest -4- on and all other amounts, payments and premiums due under the Agreement and any extension or renewals thereof and all other indebtedness of City to Beneficiary under and/or secured by the Security Documents , together with all other sums owed by City to Beneficiary including those incurred as primary obligor. 1 .7 Obligations: Any and all of the covenants , promises and other obligations ( other than the Indebtedness) made or owing by City to or due to Beneficiary under and/or as set forth in the Financing Documents ( and any or all of the covenants, promises and other obligations made or owing by City to each and every other person or entity , a breach of which would or may affect the Trust Estate or the ownership or operation of Trustor of the Property) . 1. 8 Person: Any natural person, corporation , firm, association , government , governmental agency or any other entity , whether acting in an individual , fiduciary or other capacity. 1 .9 Personalty: Trustor' s interest in , and all accounts, contract rights and general intangibles ( specifically including any insurance proceeds and condemnation awards) arising out of or incident to the ownership, development or operation of the Property , and all furniture, furnishings, construction materials and supplies , leasehold interests in personal property, and all other personal property (other than Fixtures) now or hereafter located in , upon or about the Property, together with all present and future attachments, accessions , replacements, substitutions and additions thereto or therefor , and the cash and noncash proceeds thereof. -5- 1 . 10 Property: The Improvements ,the Fixtures and the Personalty , together with: ( 1 ) all rights, privileges, tenements , rights of way , easements and appurtenances of the Improvements now or here- after belonging or in any way appertaining thereto and ( 11) all of Trustor' s right , title and interest in and to the Improvements and/or the Fixtures and/or the Personalty , including any award or awards for any change or changes of grade of streets affecting the Improvements and/or the Fixtures and/or the Personalty. 1 . 11 Receiver: Any trustee , receiver , fiscal agent, liquidator or similar officer of Trustor , of all or any sub- stantial part of its properties , or of the Property. 1. 12 Security Documents: This Deed of Trust and any and all other documents now or hereafter securing all or any part of the payment of the Indebtedness or the observance or performance of the Obligations. ARTICLE 2 Warranty of Title Trustor warrants that ( i ) it is the lawful owner of the estate hereby conveyed , ( 11 ) it will maintain and preserve the lien of this Deed of Trust until the Indebtedness has been paid in full , ( iii ) it has good , right and lawful authority to mortgage and pledge its interest in and to the Property as provided in and by this Deed of Trust , and ( lv) it will forever warrant and defend its grant made herein against any and all claims and demands what- ever , except as are specifically set forth in this Deed of Trust. -6- ARTICLE 3 Affirmative Covenants Until the entire Indebtedness shall have been paid in full , Trustor hereby covenants to Beneficiary and Trustee , and agrees with Beneficiary and Trustee as follows: 3. 1 obligations of Trustor. Trustor will cause the Indebtedness to be timely paid until paid in full , notwithstanding any actions of partial foreclosure that may be brought hereunder to recover any amount or amounts expended by Beneficiary on behalf of Trustor in order to cure any of Trustor' s defaults or to satisfy any of Trustor' s obligations or covenants under any agreement relating to the Property and to which Trustor is a party. Trustor ( a) will timely perform, or cause to be timely performed , all the covenants, agreements , terms and conditions to be performed by Trustor or City ( 1) under the Agreement ; and ( 11) under all other agreements between Trustor and Beneficiary and Trustor or City and the Bank in accordance with the respective terms thereof ; and ( b) will not cancel , surrender, modify or amend , or permit the cancellation, surrender , modification or amendment of any of the aforedescribed agreements or any of the covenants , agreements, terms or conditions contained in any of them without the prior written consent , in each case , of Beneficiary and the Bank ; and ( c ) will keep Beneficiary and the Bank indemnified against all actions proceedings , costs ( including , without limita- tion, Beneficiary' s and the Bank ' s counsel fees and disbursements) , claims and damages incurred or sustained by it in respect of the nonpayment of any charges or the nonobservance or nonperformance of any of the said covenants , agreements , terms or conditions -7- contained in any of the aforedescribed documents in accordance with the terms and conditions of said documents. 3. 2 Insurance. Trustor , at no expense to Beneficiary and the Bank , and for their mutual benefit, will cause the main- tenance during the term of this Deed of Trust of such insurance, and in such amounts , as is required by the Agreement. All policies of insurance required pursuant to this Paragraph 3. 2 shall be satisfactory in form and substance to Beneficiary and the Bank and shall be approved by Beneficiary and the Bank as to amounts , form, risk coverage , deductibles , insurer , loss payable and cancellation provisions. Effective upon any default hereunder , all of Trustor' s right , title and interest in and to all policies of property insurance and any unearned premiums paid thereon are hereby assigned to Beneficiary who shall have the right , but not the obligation , to assign the same to any purchaser of the Property at any foreclosure sale. 3. 3 Waste and Repair. Trustor will cause the Improvements now or hereafter existing to be maintained in good and tenantable repair , and will not make any additions , modifica- tions or improvements thereto, the contract cost of which exceeds $25, 000 without the prior written consent of Beneficiary and Bank , which consent shall not be unreasonably withheld; nor will Trustor remove or demolish the improvements in whole or in part , nor (except where appropriate replacements free of superior titles, liens and claims and of a value at least equal to the value of the building equipment removed , are immediately made) shall any building equipment be removed from the Property without the prior written consent of Beneficiary and Bank , nor shall -8- Trustor do or permit to be done thereon anything that may in any way impair the security rE this Deed of Trust. Trustor shall not abandon the Property nor leave the Property unprotected , vacant or deserted. 3. 4 Taxes; Assessments. Trustor shall pay or cause to be paid when due all impositions , including but not limited to, taxes and assessments that are or that may become a lien on the Property or are assessed against the Property or its rents, royalties , profits and income. 3 . 5 Compliance with Law. Trustor will promptly and faithfully comply with all present and future laws , ordinances, rules, regulations and requirements of every duly constituted governmental authority or agency and of every board of fire underwriters (or similar body exercising similar functions) having 3urisdiction that may be applicable to it or to the Property , or any part thereof , or to the use or manner of construction, occu- pancy, possession, operation , maintenance , alteration or repair thereon or with respect to any part thereof , noncompliance with which could have a material adverse effect on Trustor or the Property or Trustor' s interest in the Property, whether or not such law, ordinance , rule , order , regulation or requirement shall necessitate structural changes or improvements or interfere with the use or en3oyment of the Property. 3. 6 Further Assurances. Trustor , at any time upon the reasonable request of Beneficiary or Bank , will at Trustor' s expense execute , acknowledge and deliver all such additional papers and instruments ( including , without limitation , a decla- ration of no set-off) and all such further assurances of title -9- and will do or cause to be done all further acts and things as may be proper or reasonably necessary to carry out the purpose hereof and of the Financing Documents. Trustor will also subor- dinate to the liens thereof any property intended by the terms thereof to be covered thereby and any renewals , additions, substitutions , replacements or betterments thereto. 3 . 7 Indemnity. If any action or proceeding is commenced , except an action to foreclose this Deed of Trust or to collect the Indebtedness , to which action or proceeding Beneficiary is made a party and in which it becomes necessary to defend or uphold the lien of this Deed of Trust, all costs and damages incurred by Beneficiary for the expenses of such litiga- tion ( including reasonable attorneys' fees and expenses) shall , within ten ( 10 ) days after the submission of bills for such costs to Trustor, be paid directly to the billing party by Trustor, and , upon the failure of Trustor to make payment thereof within such period , may be paid by Beneficiary, and , if paid by the Beneficiary, the money so paid shall be , together with interest thereon from the date of payment at an interest rate per annum equal to the interest rate applicable to the Certificates as defined by and set forth in the Trust Agreement ( the " Interest Rate" ) a further lien on the Trust Estate and the Property, prior to any right, title or interest in or claim upon the Trust Estate or -the Property attaching or accruing subsequent to the lien of this Deed of Trust, and shall be secured by this Deed of Trust and payable by Trustor to Beneficiary upon demand. 3. 8 Reimbursement. Beneficiary shall have the right to declare immediately due and payable any amount paid by it for -10- any tax , stamp tax , assessment , water rate , sewer rate , insurance premium, repair , rent charge , debt , claim, inspection or lien having priority over thius Deed of Trust , or over any other agree- ment given to secure partially the Indebtedness. Beneficiary , with prior written consent of the Bank , shall further have the right to foreclose for such amount or for any unpaid principal or interest , sub3ect to the continuing lien of this Deed of Trust for the balance of the Indebtedness not then due , but City shall continue to be liable for the payment of the entire Indebtedness until it has been paid in full. 3 . 9 Payments. All payments required to be made here- under or under any section of this Deed of Trust shall be limited to Revenues as defined by the Trust Agreement and Trustor shall have no monetary obligation hereunder in excess of such Revenues. In no event is the full faith and credit of Trustor or City available to satisfy the obligation to pay the amounts set forth in this Deed of Trust. ARTICLE 4 Negative Covenants Until the entire Indebtedness shall have been paid in full , Trustor hereby covenants to Beneficiary and Trustee , and agrees with Beneficiary and Trustee as follows : 4.1 Restrictive Uses. Trustor covenants not to initiate, 3oin in , or consent to any change in any zoning ordinance , private restrictive covenant , assessment proceedings or other public or private restriction limiting or restricting the uses that may be made of the Property or any part thereof without the prior written consent of Beneficiary and the Bank. -11- 4. 2 Other Financing. Except for the liens securing the Indebtedness , Trustor will not create or permit to continue in existence any mortgage, pledge , encumbrance, lien or charge of any kind ( including purchase money and conditional sale liens) upon any of the Trust Estate or the Property except for ( 1 ) liens for taxes not yet delinquent, ( ii ) such other liens or charges as are specifically approved in writing by Beneficiary and the Bank prior to the recordation thereof and ( 111 ) Permitted Encumbrances as defined by the Agreement. Any transaction in violation of this Paragraph shall cause all Indebtedness , irrespective of the maturity dates thereof , at the option of the holder thereof and without demand or notice , immediately to become due and payable. 4 . 3 Transferability. One of the inducements to Beneficiary for entering into the Agreement is the identity of Trustor. The existence of any interest in the Trust Estate or the Property other than the interests of Trustor and Beneficiary and any encumbrance permitted herein or in the Trust Agreement, even though subordinate to the security interest of Beneficiary , would impair the Property and the security interest of Beneficiary, and , therefore , Trustor shall not sell , convey , assign , transfer , alienate , or otherwise dispose of its interest in the Trust Estate or the Property , or any part thereof , either voluntarily or by operation of law, or agree to do so, without the prior written consent of Beneficiary and the Bank. Consent to one such transaction by Beneficiary and the Bank shall not be deemed a waiver of the right to require such a consent for further or successive transactions. Any transaction in violation of this -12- Paragraph shall cause all Indebtedness, irrespective of the maturity dates thereof and without demand or notice, immediately to become due and payable. 4 . 4 Replacement of Fixtures and Personalty. Trustor will not permit the Fixtures or Personalty to be removed at any time from the Property without the prior written consent of Beneficiary and Bank unless actually replaced by an aritcle or equal suitability and value owned by Trustor free and clear of any lien or security interest except such as may be approved in writing by Beneficiary and Bank. ARTICLE 5 Events of Default and Remedies of Beneficiary 5. 1 Events of Default. If one or more of the following events ( "Events of Default" ) shall have occurred and be continuing: A. Default in the payment of any fixed or contin- gent sum or portion of any such sum, when due under the Agreement and; B. Default (without cure during the applicable period , if any, for cure) in the performance on the part of Trustor or City of any term, covenant or condition of the Financing Documents, or any other agreement between Trustor and Beneficiary unless Beneficiary agrees in writing to an extension of time prior to its expiration; provided, however, if the failure stated in such notice cannot be cured within the applicable period , such failure shall not constitute an Event of Default if corrective action is instituted by City or Trustor within the applicable period and diligently pursued until the failure is remedied. -13- C. The failure of Trustor ( sub3ect to the pro- visions of Paragraph 3. 4 hereof ) to exhibit or cause to be exhibited to Beneficiary and the Bank , within seven ( 7 ) business days after demand made therefor , bills ( which shall be receipted from and after the date receipted bills are obtainable) showing the payment to the extent then due of all taxes , assessments ( including those payable in periodic installments) , water rates, sewer rates , and/or any other charge or any other charge or imposition that may have become a lien upon the Trust Estate or the Property or any personal property located thereon prior to the lien of this Deed of Trust; D. The assignment by Trustor , as lessor or sublessor , as the case may be , of the rents or the income of the Property or any part thereof (other than to Beneficiary) without first obtaining the written consent of Beneficiary and the Bank; E. The failure of Trustor to notify Beneficiary and the Bank in writing immediately after material damage or loss to the Property by reason of fire or other casualty, and prior to the making of any repairs thereto , or Trustor' s refusal to permit Beneficiary or the Bank to inspect such damage or loss prior to he making of the any repairs thereto; F. The failure of Trustor to submit to beneficiary and the Bank a duplicate set of plans and specifications for pptoval before any material improvements, repairs or alterations re begun affecting the Property; G. The failure of Trustor for a period of thirty (30 ) days after written notice from Beneficiary or the Bank to ( 1 ) maintain, or proceed with all due diligence to maintain, the -14- Property in a good and tenantable state of repair; ( 11 ) comply, or proceed with all due diligence to comply, with any order of any government department claiming 3urisdiction of the Property; or ( 111 ) comply, or proceed with all due diligence to comply, with all and singular the statutes , requirements , orders and/or decrees of any federal , state or municipal authority relating to the use of the Property or any part thereof. H. ( 1 ) The filing of any claim or lien against the Trust Estate or the Property o"r any part thereof not permitted herein, whether or not such lien shall be prior to this Deed of Trust , and the continued maintenance of such claim or lien for a period of thirty ( 30) days without discharge , satisfaction or adequate bonding thereof in accordance with the terms hereof ; ( ii ) the existence of any interest in the Trust Estate or the Property other than those of Trustor or as permitted herein; or ( iii ) the sale, hypothecation, conveyance or other disposition of the Property; I. The entry of an order for relief under Title 11 of the United States Code or any substitute or successor statute as to Trustor or City or the ad3udication of Trustor or City as insolvent or bankrupt pursuant to the provisions of any state insolvency or bankruptcy act ; the filing by Trustor or City of any petition or answer seeking any reorganization , arrange- meet, composition, read3ustment, liquidation, dissolution or similar relief for itself under any present or future federal , state or other statute , law or regulation relating to bankruptcy, insolvency or other relief for debtors ; Trustor' s or City' s consent to, acquiescence in or attempt to secure the appointment -15- of any trustee , receiver, fiscal agent, liquidator or similar officer ( "Receiver" ) of all or any substantial part of its properties or of the Property; or any general assignment by Trustor or City for the benefit of creditors ; of THEN, upon the occurrence and continuance of any of these points A through I , and in any such event , Beneficiary , with the prior written consent of the Bank , may declare all the Indebtedness to be forthwith due and payable and the same shall thereupon become forthwith due and payable without any further presentment , demand , protest or notice of any kind , and Benefi- ciary may: ( 1 ) In person , by agent , or by a receiver , and without regard to the adequacy of security , the solvency of Trustor or the existence of waste, enter upon and take possession of the Property, or any part thereof , in its own name or in the name of Trustee , sue for or otherwise collect the rents , issues and profits thereof and apply the same , less costs and expenses of operation and collection including reasonable attorneys' fees , upon the Indebtedness , all in such order as Beneficiary , with the prior written consent of the Bank , may determine. The entering upon and taking possession of the Property , the collection of such rents , issues and profits and the application thereof as aforesaid shall not cure or waive any default or notice of default hefeunder or invalidate any act done pursuant to such notice; ( ii ) Commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mort- gages of real property; and/or ( 111 ) Deliver to Trustee a written declaration of -16- default and demand for sale , and a written notice of default and election to cause the Trust Estate or the Property to be sold , which notice Trustee or Beneficiary shall cause to be duly filed for record. 5. 2 Power of Sale. A. Should Beneficiary , with the prior written consent of the Bank , elect to foreclose by exercise of the power of sale herein contained , Beneficiary shall deposit with Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured hereby as Trustee may require. Then , once the notice of default has been given as required by law , and such time has elapsed as may be required by law, and the notice of default has been recorded , Trustee , without demand on Trustor, shall , after notice of sale is given as required by law and such time has elapsed as may be required by law, sell the Trust Estate and the Property at the time and place of sale fixed by it in said notice of sale , either as a whole or in separate parcels as Trustee shall determine , and in such order as it may determine , at public auction to the highest bidder. Trustee may, however , postpone sale of all or any por- tion of the Trust Estate or the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by -the preceding postponement , and without further notice make such sale at the time fixed by the last postponement; or Trustee may , in its discretion, give a new notice of sale. Beneficiary, with the prior written consent of the Bank , may rescind any such notice of default at any time before -17- Trustee' s sale by executing a notice of rescission and recording the same. The recordation of such notice shall constitute a cancellation of any prior declaration of default and demand for sale and of any acceleration of maturity of Indebtedness affected by any prior declaration or notice of default. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any default then existing or subsequently occurring , or impair the right of Beneficiary, with the prior written consent of the Bank , to execute other declarations of default and demand for sale , or notices of default and of election to cause the Trust Estate and the Property to be sold , nor otherwise affect the Agreement or this Deed of Trust , or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder. After sale, Trustee shall deliver to such purchaser its deed conveying the Trust Estate and/or the Property to be sold , but without any covenant or warranty , express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person , including Trustor , Trustee , Beneficiary, or the Bank may purchase at such sale. If allowed by law , Beneficiary or the Bank , if its is the purchaser, may turn in any evidence of indebtedness of the amount owing thereon toward payment of the purchase price (or for endorsement of the purchase prfce as a payment on such evidence of the indebtedness if the owing thereon exceeds the purchase price) . Trustor hereby expressly waives any right of redemption after sale that Trustor may have at the time of sale or that may apply to the sale. B. Upon such sale, Trustee shall make (without -18- any covenant or warranty expressed or implied) , execute and , fter 'ue payment made , deliver to purchaser or purchasers , or bheir heirs or assigns, a deed or deeds , or other record or records of interest , as the case may be , in and to the Trust Estate and/or the Property so sold that shall convey to the purchaser all the title and interest of Trustor in the Trust Estate and the Property (or the portion of the Property sold ) , and shall apply the proceeds of the sale thereof in payment, firstly, of the expenses of such sale together with the reasonable expenses of the trust , including reasonable attorneys' fees , that shall become due upon any default made by Trustor, and also such sums , if any , as Trustee, Beneficiary or the Bank shall have paid or procuring a search of the title to the Property , or any part thereof , subsequent to the execution of this Deed of Trust; and in payment, secondly, of the Indebtedness then remaining unpaid , and the amount of all other monies with interest thereon herein agreed or provided to be paid by Trustor; and thirdly, the Trustee shall pay to Trustor , its successors or assigns , as their interests may appear , the balance or surplus of such proceeds of sale. 5. 3 . Proof of Default. In the event of a sale of the Trust Estate and/or the Property, or any part thereof , and the execution of a deed or deeds therefor , the recital therein of default , and of recording notice of breach and election of sale, and of the elapsing of the required time ( if any) between the foregoing recording and the following notice, and of the giving of notice of sale , and of a demand by Beneficiary, with the prior written consent of the Bank , or its successors or assigns, that such sale should be made , shall be conclusive proof of such -19- default , recording , election, elapsing of time, and of the due giving of such notice , and that the sale was regularly and validly made on due and proper demand by Beneficiary, with the prior written consent of the Bank , its successors or assigns; and any such deed or deeds with such recitals therein shall be effectual and conclusive against Trustor , its successors and assigns , and all other persons ; and the receipt for the purchase money recited or contained in any deed executed to the purchaser as aforesaid shall be sufficient discharge to such purchaser from all obliga- tions to see to the proper application of the purchase money. 5. 4 Protection of Security. If an Event of Default shall have occurred and shall be continuing , then Beneficiary or Trustee, with the prior written consent of the Bank , may, but without obligation to do so and without notice to or demand upon Trustor and without releasing Trustor from any obligations or defaults hereunder : ( a) make, perform or do the same in such manner and to such extent as either may deem necessary to protect the security hereof , Beneficiary and Trustee being authorized to enter upon the Property for such purpose ; (b) appear in and defend any action or proceeding purporting to affect , in any manner whatsoever , the Obligations and/or the Indebtedness , the security hereof or the rights or powers of Beneficiary or Trustee ; ( c) pay, purchase or compromise any encumbrance , charge or lien that in the 3udgment of Beneficiary or Trustee is prior or superior hereto; and (d) in exercising any such powers , pay necessary expenses , employ cosnsel and pay reasonable attorneys' fees, rustor hereby agrees to repay upon demand all sums expended by Trustee or Beneficiary pursuant to this paragraph with interest -20- at the Interest Rate, and such sums , with interest , shall be ecured hereby. 5. 5 Receiver. If an Event of Default shall have occurred and be continuing , Beneficiary, with the prior written consent of the Bank , as a matter of strict right and without notice to Trustor or anyone claiming under Trustor , and without regard to the then value of the Property, shall have the right to apply ex parte to any court having 3urisdiction to appoint a Receiver or Receivers of the Property , and Trustor hereby waives notice of any application therefor provided a hearing to confirm such appointment with notice to Trustor is set within fourteen (14 ) days after such appointment. Any such Receiver or Receivers shall have all the powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust , and shall continue as such and exercise all such powers until the date of confirmation of sale, unless such receivership is sooner terminated. 5.6 Curing of Defaults. If Trustor shall at any time fail to perform or comply with any of the terms , covenants , and conditions required on Trustor' s part under this Deed of Trust , any of the other Loan Documents , or any other agreement under the terms of this Deed of Trust , then , sub3ect to the provisions of any of the aforesaid agreements , Beneficiary, with the prior written consent of the Bank , may , but shall be under no obligation to, after seven ( 7 ) business days notice (or without notice in case of an emergency) , and without waiving or releasing Trustor from any of the Obligations : ( a) make any payments thereunder payable by -21- Trustor and take out, pay for and maintain any of the insurance policies provided therein, and/r - (b) perform any such other acts thereunder on the part of Trustor to be performed , and enter upon the Property for such purpose. The making by Beneficiary of such payment out of 8eneficiary' s own funds shall not, however, be deemed to cure any such default, and the same shall not be so cured unless and until Trustor shall have reimbursed Beneficiary for such payment. All sums so paid and all reasonable costs and expenses incurred and paid by Beneficiary in connection with the performance of any such act, gogether with interest on unpaid balances thereof at the Interest Rate from the respective dates of Beneficiary' s making of each such payment, shall be added to the principal of the Indebtedness , shall be secured by the Security Documents and by the lien of this Deed of Trust, prior to any right , title or interest in or claim upon the Trust Estate or the Property attaching or accruing subsequent to the lien of this Deed of Trust , and shall be payable by Trustor to Beneficiary on demand. 5. 7 Remedies Cumulative. All remedies of Beneficiary provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided in the other Loan Documents , or provided by law , including any banker' s lien and right of offset, all such remedies to be exercised with the prior written consent of the Bank. The exercise of any right or remedy by Beneficiary hereunder shall not in any way constitute a cure or waiver of default hereunder or under the Loan Documents , or invalidate any act done pursuant to any notice of default, or -2 2- prejudice Beneficiary in the exercise of any of its rights here- under or under the other Loan Documents iiless , in the exercise of said rights, Beneficiary realizes all the Indebtedness. ARTICLE 6 Security Agreement 6.1 Grant of Security Interest. Trustor also hereby grants to the Beneficiary a security interest in all of Trustor' s right , title and interest now owned or hereafter acquired in and to the following property (hereinafter collectively referred to as "Collateral" ) now or hereafter affixed to, located on or at the Property , or used in connection with the operation of the Property or the Improvements and all the proceeds of such Property all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water , heat , electricity , light, fuel or refrigeration, or for ventilating or sanitary purposes, or for the exclusion of vermin or insects , or for the removal of dust, refuse or garbage ; all wallbeds, wall safes, built-in furniture and installations , shelving , lockers, partitions , doorstops, vaults , motors , elevators, dumbwaiters , awnings, window shades, venetian blinds , light fixtures , fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems, draperies , drapery rods and brackets , mirrors, mantles , screens, linoleum, carpets and carpeting , plumbing , bathtubs , sinks , bagins , pipes , faucets, water closets , laundry equipment, washers, dryers, ice boxes, refrigerators , heating units, stoves , ovens , ranges , dishwashers , disposals, water heaters , incinerators, furniture , fixtures and furnishings , communication systems , all specially designed installations and furnishings and all of -23- said articles of property , all building materials , supplies and equipment now or hereafter delivered to the Proper °:y, including , without limitation, all property referred to in Exhibit B attached hereto and incorporated herein by this reference , and wood walking decks and security gates, all security and cleaning deposits collected from any tenants or lessees of any part of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property , and , sub3ect to the other provisions of this Deed of Trust , ( i ) all proceeds of any fire and/or builders risk insurance policy , or of any policy insuring the Property ( and the contents of the Improvements) against any other perils, ( ii ) all awards made in eminent domain proceedings , or purchase in lieu thereof , made with respect to the Trust Estate or the Property , and ( iii ) any compensation , award or payment or relief given by any governmen- tal agency or other source because of damage to the Property resulting from earthquake, flood , windstorm or any emergency or any other event and circumstance ; the specific enumerations herein not excluding the general ; together with all additions to, substitutions for , changes in or replacements of the whole or any part of said articles of property, together with all contract rights of Trustor in construction contracts , bonds , agreements for purchase and sale of the Property, all policies of -insurance arising out of the improvement or ownership of the Property, and all accounts , contract rights , chattel paper , instruments , general intangibles and other obligations of any kind now or hereafter existing arising out of or in connection with the operation or development of the Property , all rights -24- now or hereafter existing in and to all security agreements, leases , and other contracts securing or otherwise relating --o any such accounts, contract rights , chattel paper , instruments, general intangibles or obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property and all proceeds of any and all of the foregoing Collateral and , to the extent not otherwise included, all payments under insurance (whether or not the Beneficiary is the loss payee thereof ) , or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any trade fixtures and tenant improvements located on the Property and not owned by Trustor , provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty ( 30) days from the expiration of the lease with any tenant owning such trade fixtures and/or such tenant improvements. 6. 2 Remedies. This Deed of Trust constitutes a security agreement with respect to the Collateral in which the Beneficiary is hereby granted a security interest and the Bene- ficiary shall have all of the rights and remedies of a secured party under the California Commercial Code as well as all other rights and remedies available at law or in equity all such reme- dies to be exercised with the prior consent of the Bank. The Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints the Beneficiary, the attorney-in-fact of Trustor , to execute , deliver and , if appro- priate, to file with the appropriate filing officer or office such security agreements, financing statements , continuation -25- statements or other instruments as the Beneficiary may request or require in order to impose , perfect or continue the perfection of the lien or security interest created hereby. Upon the occur- rence of any Event of Default hereunder ( taking into account any applicable period of grace or to cure) , the Beneficiary, with the prior written consent of the Bank, shall have the right to cause any of the Collateral which is personal property to be sold at any one or more public or private sales as permitted by applicable law, and the Beneficiary shall further have all other rights and remedies , whether at law, in equity, or by statute as are available to secured creditors under applicable law, and the Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute as are available to secured creditors under applicable law, all such remedies to be exercised with the prior written consent of the Bank. Any such disposition may be conducted by an employee or agent of the Beneficiary of the Trustee. Any person, including Trustor, Beneficiary and the Bank, shall be eligible to purchase any part or all of such Collateral at any such disposition. 6 . 3 Expenses. Expenses of retaking , holding , preparing for sale , selling or the like shall be borne by Trustor and shall include the Beneficiary' s and the Trustee ' s attorneys' fees and legal expenses as provided in the Letter of Credit and Reimbursement Agreement dated as of May 1 , 1984 between the Bank and the City. Trustor upon demand of the Beneficiary , with the prior written consent of the Bank, shall assemble such Collateral and make it available at the Property, a place which is hereby deemed to be reasonably convenient to the Beneficiary, -26- the Bank and Trustor. The Beneficiary shall give Trustor and the Bank at least ten ( 10 ) days prior written notice of the time and place of any public sale or other disposition of such Collateral or of the time of or after which any private sale or any other intended disposition is to be made, and if such notice is sent to Trustor in the manner provided for the mailing of notices herein, it is hereby deemed such notice shall be and is reasonable notice to the Trustor. ARTICLE 7 Assignment of Leases 7 . 1 Leases. As additional security, Trustor shall , upon request by Beneficiary, give such further written assignments of the lessor' s interest in any or all leases and the rentals due thereunder and Trustor' s interest in any or all agreements, contracts , licenses and permits affecting the Land and the Property and all security for the performance of such leases as Beneficiary or Trustee requires , such assignments to be made by instruments in form satisfactory to Beneficiary and Bank; but no such assign- ment shall be construed as a consent by Beneficiary to any lease, agreement, contract, license or permit so assigned , or to impose upon Beneficiary any obligations with respect thereto. Trustor shall not cancel any of the leases now or hereafter assigned to Beneficiary pursuant to this Article 7 , including the Lease , or terminate or accept a surrender thereof , or reduce the amount of rent thereunder, or modify any of said leases or accept any prepayment of rent thereunder (except any -27- mount, not exceeding two ( 2 ) month' s rent, which may be required to be prepaid by the terms of any such lease) without first obtaining on each occasion , the written approval of Beneficiary and Bank, unless such cancellation or termination is as to tenant activities in the ordinary course of management of the Property. 7. 2 Performance by Trustor. Trustor shall perform each and every obligation of the landlord under each of the leases now or hereunder assigned to Beneficiary pursuant to this Article 7. ARTICLE 8 Miscellaneous 8 . 1 Successor Trustee. Beneficiary , with the prior written consent of the Bank , may remove Trustee or any successor trustee at any time or times and appoint a successor trustee by recording a written substitution in the county where the Property is located , or in any other manner permitted by law. Upon that appointment, all of the powers , rights and authority of Trustee will immediately become vested in such successor. 8. 2 Change of Law. In the event of the passage, after the date of this Deed of Trust, of any law deducting from the value of the Property, for the purposes of taxation, any lien thereon, or changing in any way the laws now in force for the taxation of mortgages , deeds of trust , or debts secured by mortgage or deed of trust ( other than laws imposing taxes on income ) , or the manner of the collection of any such taxes on income , or the manner of the collection of any such taxes so as to affect materially and adversely the rights of Beneficiary or the Bank under this Deed of Trust, the Indebtedness shall become -28- due and payable at the option of Beneficiary, with the prior written consent of the Bank , exercised by thirty (30 ) days notice to Trustor unless Trustor , within such thirty ( 30) day period , shall , if permitted by law, assume the payment of any tax or other charge so imposed upon Beneficiary or the Bank for the period remaining until full payment by Trustor of the Indebtedness. 8. 3 No Waiver. No waiver by Beneficiary of any default or breach by Trustor hereunder shall be implied from any omission by Beneficiary to take action on account of such default if such default persists or is repeated , and no express waiver shall affect any default other than the default in the waiver and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant , term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by Beneficiary to or of any act by Trustor requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The Beneficiary shall not waive any default , breach , covenant , term or condition without first securing the written consent of the Bank to such waiver. 8. 4 Abandonment. Sub3ect to such chattel mortgages, security agreements , or other liens on title as may exist thereon wi£h the consent of Beneficiary and the Bank , or any provided for herein, any and all Personalty that upon foreclosure of the Property is owned by Trustor and is used in connection with the operation of the Property shall be deemed at the option of Benefi- ciary , with the prior written consent of the Bank , to have become -29- on such date a part of the Property and abandoned to Beneficiary in its then condition. 8. 5 Notices. All notices, advices, demands , requests, consents , statements , satisfactions, waivers , designations , refusals , confirmations or denials that may be required or other- wish provided for or contemplated under the terms of this Deed of Trust for any party to serve upon or give to any other shall , whether or not so stated , be in writing , and if not so in writing shall not be deemed to have been given , and be either personally served or sent with return receipt requested by registered or certified mail with postage ( including registration or certifica- tion charges) prepaid in a securely enclosed and sealed evenlope: ( i ) If to Trustor, Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention: Chief Executive Officer ( 11 ) If to Trustee , First American Title Insurance Company 114 East Fifth Street P. O. Box 267 Santa Ana, California 92701 ( iii ) If to Beneficiary , First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Attention: Corporate Trust Department ( iv) If to Bank , Golden State Sanwa Bank 8000 East Valley Boulevard Rosemead , California 91770 Attention: Financial Services Division -30- Any party hereto may designate any other address for receipt of such notice by written notice to Trustor and Trustee . Any matter so served upon or sent to Beneficiary, Trustee , the Bank , or Trustor in the manner aforesaid shall be deemed sufficiently given for all purposes hereunder on the second day following the date the same was deposited in a United States Post Office, except that notices of changes of address shall not be effective until actual receipt. 8. 6 Survival. The covenants and agreements herein contained shall bind and inure to the benefit of Beneficiary, Trustor and Bank and their successors and assigns. It is agreed the Beneficiary may assign , or grant a participation in, to any oen or more lenders , free from any right of counterclaim, recoup- ment or setoff by Trustor, Beneficiary' s rights and obligations in whole or in part under the Loan Documents. 8.7 Severability. If any provision hereof should be held unenforceable or void , in whble or in part, then such unen- forceable or void provision or part shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Deed of Trust. 8. 8 References to Foreclosure . References hereto to "foreclosure" and related phrases shall be' deemed references to the appropriate procedure in connection with Trustee' s private power of sale as well as any 3udicial foreclosure proceeding . 8. 9 Joinder of Foreclosure. Should Beneficiary hold any other or additional security for the payment of any Indebt- edness or performance of any Obligation , its sale or foreclosure , upon any default in such payment or performance, in the sole -31- discretion of Beneficiary , may be prior to, subsequent to, or 3oined or otherwise contemporaneous with any sale or foreclosure hereunder. In addition to the rights herein specifically con- ferred, Beneficiary , at any time and from time to time , may exercise any right or remedy now or hereafter given by law to beneficiaries under deeds of trust generally , or to the holders of any obligations of the kind hereby secured. 8. 10 Rights of Beneficiary and Trustee. At any time or from time to time , with3out liability therefore and without notice , and without releasing or otherwise affecting the liability of any person for payment of any Indebtedness , ( a) Beneficiary, with the prior written consent of the Bank , at its discretion and only in writing may extend the time for, or release any Person now or hereafter liable for, payment of any or all such Indebtedness , or accept or release additional security therefor , or subordinate the lien or charge hereof , or (b) Trustee upon written request of Beneficiary, the prior written consent of the Bank and presentation of this Deed of Trust for endorsement may reconvey any part of the Trust Estate and/or the Property, consent to the making of any map or plat thereof , 3oin in granting any easement thereon, or 3oin in any such agreement of extension of subordination. Upon written request of Beneficiary, the prior written consent of the Bank and surrender of this Deed of Trust to -Trustee for cancellation , and upon payment to Trustee of its fees and expenses, Trustee shall reconvey without warranty the then trust property. The recitals in any reconveyance shall be conclusive proof of the truthfulness thereof and the grantee in any reconveyance may be described as the person or persons -32- legally entitled thereto. " 8 . 11 Copies. Trustor will promptly give to Bene- ficiary and the Bank copies of all notices, advices , demands, requests, consents, statements, approvals , disapprovals , autho- rizations, determinations , satisfactions, waivers , designations, refusals , confirmations or denials that Trustor shall give or receive under any agreement that Trustor covenants to perform hereunder. 8 . 12 Governing Law. The parties expressly agree that this Deed of Trust ( including, without limitation, all questions regarding permissible rates of interest) shall be governed by and construed according to the laws of the State of California. 8 . 13 Conflict of Provisions. In the event any of the provisions of this Deed of Trust may be in conflict with any provision of the Agreement or the Trust Agreement, the terms and conditions of the Agreement of the Trust Agreement , respectively, shall control. IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of the day and year first above written. RED VELOPM T AGENCY O THE CITY Approved as to Form: OF H NTINGT CH ��E�►-u.-c -f` By City Att�oney Chair n I�7h Z. . 4e a�0 tea✓�� 1 By: Af S ci ounsel Chie Executi e facer Attest: Secretary -33- STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On this 13th day of "-y , 1984 , before me , the undersigned , a Notary Public in and for said County and State , personally appeard Jack Kelly, Charles W. Thompson and Alicia M.Wentworth known to me to be the Chairman, Chief Executive ye of f i .Pr and Clerk of the Redevelopment Agency of the City of Huntington Beach and known to me to be the person who executed the within instrument on behalf of said political subdivision , and acknowledged to me that such political subdivision executed the same pursuant to a resolution of its governing body. WITNESS my hand and official seal. [Notarial Seal] /"t'o� d �t;� Notary Public in and for sa County and State OFFICIAL SEAL CONNIE A BPOCKWAY $o = NOTAPY PUoLIC CALIFORNIA PRINCIPL OFFICE IN ORANGE COUNTY MyCOMMISSION E PARES OCT 10 1985 -34- THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO i LA_, BOLAS, AS 'SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORTS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND B! iCF A OF TRACT N!�. 172 AS SHOWN ON A MAP RECORDED IN BOC F 12, PAS L S 21 AND 22 OF ':AID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 57�� AS 'SHOWN ON A MAP RECORDED IN BOOI 10, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOC k E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH 0 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 I'S SHOWN ON 'SAID MAP OF TRACT NO. 172; THENCE ALONE; SAID PARALLEL LINE, NORTH 80 DEGREES 09 ' 30" EAST 90. 44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A PAD T HS OF =O. 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37" , AN ARC_ DISTANCE OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10 ' 16" , AN ARC DISTANCE OF 126. 38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 200. 00 FEET; THENCE SOUTHERLY ALONG :AID CURVE, THROUGH A CENTRAL ANGLE OF 31 DEGREES 40 00" , 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 61 AND THE EAST LINE OF LOTS 75, 81 , 87, 93, TO 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 89 DEGREES 10' 26" EAST 49. 00 FEET To THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 14S OF SAID BLOCK A, SOUTH 0 DEGREES 49 10" EAST 172. 91 FEET TO THE SOUTH LINE OF SAID TRACT N O. 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 DEGREE 10 ' 50" WEST 245. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 8157, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 Ai SHOWN ON A MAP RECORDED IN BOC it 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONE_, SAID EAST LINE, SOUTH 0 DEGREES 44 ' 14" EAST 70. 00 FEET TO A POINT BEING NORTH 0 DEGREES 44 ' 14" WEST 589. 52 FEET FROM THE SOUTHEA IT CORNER IRNER i�F '_AID BLOCK U; THENCE ?OUTH 89 DEGREE'S 15 46" WELT Sm. ?6 FEET; THENCE NORTH 57 DEGREES 12 51 " WEST 146. Q3 FEET; THENCE NORTH 32 DEGREES 47 iram" EAST 112. 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 ALONG: SAID PARALLEL LINE, NORTH 0 DEGREES 44 14" WEST 2:5. 0v FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST OTARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST OUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH DEGREES 1 n ' 10" EAST 15��. 00 FEET TO THE WEST LINE OF SAID ;TRACT NO. 172; THENCE NORTH 0 DEGREES 44 14" WEST ALONG SAID WEST 'LINE, 270. 76 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT "A' E XC EFT I NC, THEREFROM, LOTS 1 AND 1 IN BLCIC k A �iF =AID TRACT NO. 172. AL:-0 EXCEPTINC THEREFROM, ALL C L, GAS- , AND OTHER HYDROCARBCIN =_IB_•TANj:E3, IN, i iN CIR UNDER SA i, i LAND, A'. RE:-,ER`JED AND GRANTED IN DEED,-: i�F REC oRii. EXHIBIT "A" All of Trustor' s right , titlt and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as "Collateral" ) now or here- after affixed to, placed upon , or used in connection with the operation of that certain real property described in Exhibit A hereto ( the "Property" ) and incorporated herein by this reference or the improvements on the Property and all the proceeds of such property: all machinery , equipment , engines , appliances and fixtures for generating or distributing air , water , heat , electricity , light , fuel or refrigeration , or for ventilating or sanitary purposes , or for the exclusion of vermin or insects , or for the removal of dust , refuse or garbage ; all wallbeds, wall safes, built-in furniture and installations , shelving , lockers , partitions , doorstops , vaults , motors , elevators , dumbwaiters , awnings , window shades , venetian blinds , light fixtures, fire hoses and brackets and boxes for the same , fire sprinklers, alarm systems , draperies , drapery rods and brackets , mirrors , mantles , screens , linoleum, carpets and carpeting , plumbing , bathtubs , sinks , basins , pips , faucets , water closts , laundry equipment, washers , dryers , ice boxes , refrigerators , heating units , stoves , ovens , ranges, dishwashers , disposals , water heaters , incinerators , furniture , fixtures and furnishings, communications systems , all specially designed installations and furnishings and all of said articles of property , all building materials , supplies and equipment nor or hereafter delivered to the Property , all security and cleaning deposits collected from EXHIBIT "B" any tenants or lessees of any part of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property, and , s,�D3ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( 1) all proceeds of any fire and/or builders risk insurance policy , or of any policy insuring the Property ( and the contents of the improvement therein) against any other perils, ( ii ) all awards made in eminent domain proceedings , or purchased in lieu thereof , made with respect to the Property and ( iii ) any compensation , award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood , windstorm or any emergency or any other event and circumstance ( the specific enumerations herein not excluding the general ) ; together with all additions to, substitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts, bonds , agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property , all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums , and all accounts , contract rights, chattel paper, instruments , general intangibles and other obligations of any kind now or hereafter existing , arising out of or in connection with the operation or development of the Property , all rights now or hereafter existing in and to all security agreements , leases, and other contracts securing or otherwise relating to any such accounts , contract rights, chattel EXHIBIT "B" papers, instruments, general intangibles or obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property, and all proceeds of any and all of the foregoing Collateral and , to the extent not otherwise included , all payments under insurance (whether or not Secured Party is the loss payee thereof ) , or any indemnity , warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30 ) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. s EXHIBIT "B" - � �e�amefa THE CITY OF HUNTINGTON BEACH The document you are viewing contains additional information that is not possible to produce electronically . For information on how to locate this document for viewing , please contact or visit the City Clerk's Office for assistance . 2000 Main Street 2nd Floor — City Hall Huntington Beach CA 92648 (714) 536-5227 $4, 600, 000 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing a Proportionate Interest of the Owner Thereof in Lease Payments to be made by the City of Huntington Beach, California to the Redevelopment Agency of the City of Huntington Beach, California CONTRACT OF PURCHASE Mav 31 , 1984 Ladies/Gentlemen: We the undersigned underwriters (the "Underwriters") , hereby offer to enter into this Contract of Purchase with You, First Interstate Bank of California, a California banking corporation (the "Trustee" ) , for the purchase by the Underwriters and the execution and delivery by you of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) specified below. This offer is made subject to acceptance by the Trustee prior to 9: 00 o°clock A.M. , Local Time, on the date hereof, and upon such acceptance this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon both the Trustee and the Underwriters. All terms not defined herein shall have the meanings set forth in the Official Statement hereinafter mentioned. 1. Upon the terms and conditions and upon the basis of the representations herein set forth, in the City of Huntington Beach (the "City" ) Letter of Representation dated the date hereof and executed and delivered by the City and attached hereto as a Exhibit A (the "City Letter of Representation") , and the Redevelopment Agency of the City of Huntington Beach (the "Agency") Letter of Representation, dated the date hereof and executed and delivered by the Agency and attached hereto as Exhibit B (the "Agency Letter . 1 of Representation") the Underwriters hereby agree to purchase from you and you hereby agree to sell to the Underwriters all (but not less than all) of the 84 , 600,000 aggregate principal amount of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) (the "Certificates") to be dated June 1 , 1984 (and more fully described in the Official Statement hereinafter mentioned) , at an aggregate purchase price of 84 , 473,500 plus interest accrued thereon to the date of Closing referred in Section 6 hereof. Each Certificate evidences a proportionate interest of the owners thereof in Lease Payments to be paid by the City as the rental price for the Emerald Cove Senior Citizens Housing Project pursuant to the Lease Agreement (the "Lease") , dated as of May 1 , 1984 between the City and the Agency. The Agency' s right to receive the Lease Payments and to exercise remedies upon an Event of Default have been assigned to the Trustee for the benefit of the Certificate owners pursuant to the Assignment Agreement, dated as of Mav 1 , 1984 between the Agency and the "_'rustee (the "Assignment" ) . The Certificates shall be as described in, and shall be securea unaer and pursuant to the Trust Agreement, dated as of I!av 1 , 1984 (herein called the "Trust Agreement" ) , by and among the ngercv, the City and the Trustee, substantially in the form previously submitted to the Underwriters with only such chang_as therein as shall be mutually agreed upon by the Trustee ana tre Underwriters. The Certificates are secured by the pease Pavments which are payable solely from Revenues, as defined in the Trust Agreement. The Certificates are also secured by a Deed of Trust, Assignment of Rents and Security Agreement, entered into by the Agency, the Trustee name therein, as beneficiary, dated as of May 1 , 1984 (the "Deer', of Trust" ) which grants a first lien on and a security interest in the Project, defined in the Trust Agreement. The Certificates are further secured by a Letter of Credit (the "Letter of Credit") , dated June 19, 1984 , issued by Golden State Sanwa Bank (the "Bank") pursuant to a Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement" ) , dated as of May 1, 1984 , between the City and the Bank. The Trustee is authorized to draw on the Letter of Credit an amount sufficient to pay the principal of the - Certificates. The Letter of Credit will be confirmed by The Sanwa Bank, Limited (the "Confirming Bank") . The Bank is a wholly owned subsidiary of the Confirming Bank. 2. You shall deliver or cause to be delivered to the Underwriters promptly after your acceptance hereof, two l 2 . 1 copies of the Preliminary Official Statement dated May 14 , 1984 and the Official Statement dated May 31 , 1984 relating to the Certificates approved for distribution by respective resolutions of the City and the Agency (the Preliminary Official Statement and the Official Statement, including the cover pages , the appendices thereto and all information incorporated therein by reference is hereinafter referred to as the "Official Statement" , except that if the Official Statement has been amended between the date thereof and the date of Closing referred to in Section 6 hereof, the term "Official Statement" shall refer to the Official Statement as so amended) . The Underwriters agree that they will not confirm the sale of any Certificates unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the final Official Statement. 3 . The Trustee , subiect to the limitations provided herein, warrants, represents to and agrees with the Underwriters that: (a) The Trustee is, and will be at the date of Closing, duly organized and existing as a California banking corporation in good standing under the laws of California having the full power and authority to enter into and perform its duties under the Trust Agreement, the Assignment, the Deed of Trust and this Contract of Purchase and to deliver the Certificates to the Underwriters pursuant to this Contract of Purchase. (b) The Trustee is duly authorized to enter into the Trust Agreement, the Deed of Trust, the Assignment and the Contract of Purchase and when the Trust Agreement and the Contract of Purchase are duly executed and delivered by the respective parties thereto, to deliver the Certificates to the Underwriters pursuant to the terms of the Trust Agreement and this Contract of Purchase, and, when executed and delivered by the respective parties thereto, the Trust Agreement, the Deed of Trust, the Assignment and this Contract of Purchase will constitute valid and binding limited obligations of the Trustee in accordance with their respective terms. (c) In the opinion of the undersigned no consent, approval , authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Certificates or the consummation by the 3 Official Statement or the exemption from taxation as set forth herein. (f) Sub3ect to the provisions of the Trust Agreement, the Trustee will apply the proceeds from the Certificates to the purposes specified in the Trust Agreement. (g) The Trustee agrees to cooperate with the Underwriters and their counsel in endeavoring to qualify the Certificates for offering and sale under the securities or Blue Sky laws of such 3urisdictions of the United States as the Underwriters may request; provided, however, that the Trustee will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such aualification in any jurisdiction in which it is not now so sub3ect. _ The execution and delivery of this Contract of Purchase by the Trustee shall constitute a representation by the Trustee to the City, the Agency and the Underwriters that the representations and warranties contained in this Paragrapn 3 are true as of the date hereof; provided, however, that it is specifically understood and agreed that the Trustee mazes no representations or warranties as to the financial position or business condition of the Agency, the City or any other party to the agreements or instruments described herein and does not represent or warrant in any respect as to any of the statements, information (financial or otherwise) , action taken or to be taken, representations or certifications furnished, or to be made and furnished, by the Agency, the City or any other parties to the agreements or instruments described herein in connection with the execution and delivery of the Certificates or any such statements or information (financial or otherwise) contained in the Preliminary Official Statement or the Official Statement; and provided further that no director, officer or employee of the Trustee shall be individually liable for the breach of any representation or warranty made by the Trustee in this Paragraph 3. 4. The City represents , warrants and covenants to the Underwriters that: (a) The City is a municipal corporation and Political subdivision of the State of California organized and operating pursuant to its charter and the Constitution and laws of the State of California and has all necessary power and authority to enter into and 5 M � perform its duties under the Lease', the Trust Agreement, the Reimbursement Agreement and this Contract of Purchase and, when executed and delivered by the respective parties thereto, the Lease Agreement, the Trust Agreement, the Deed of Trust, the Reimbursement Agreement, and this Contract of Purchase will constitute legal, valid and binding obligations of the City in accordance with their respective terms. (b) The execution and delivery of this Contract of Purchase, the Trust Agreement, the Lease, the Reimbursement Agreement and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the City' s duties under said documents or any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the City is sub3ect or by which it is bound. (c) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having 3urisdiction over the City required for the issuance and sale of the Certificates or the consummation by the City of the other transactions contemplated by the Official Statement and this Contract of Purchase. (d) To the best knowledge of the City, there is no action, suit , proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the City to restrain or en3oin the issuance or delivery of the Certificates, or the collection of the payments to be made pursuant to the Lease, or in any way contesting or affecting the validity of this Contract of Purchase, the Trust Agreement, the Certificates, the Reimbursement Agreement, or the Lease or contesting the powers of the City to enter into or perform its obligations under any of the foregoing. (e) The information relating to the City, its functions, duties and responsibilities contained in the - Preliminary Official Statement as of its date was and in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the 6 l circumstances under which they were made, not misleadinq. (f) The City agrees to cooperate with the Underwriters in endeavoring to qualify the Certificates for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriters may request. (g) The City covenants that it will not take any action which would cause interest on the Certificates to be subiect to Federal income taxation. 5. The Agency represents, warrants and covenants to the Underwriter that: (a) The Agency is a public body cortorate and politic duly organized and existing pursuant to the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Lease, the Assignment, the Trust Agreement, the Deed of Trust and this Contract of Purchase and, when executed and delivered by the respective parties thereto, the Lease Agreement, the Deea of Trust, the Assignment, and this Contract of Purchase will constitute legal, valid and binding obliaations of the Agency in accordance with their resT,ective terms. (b) The execution and delivery of this Contract of Purchase , the Lease, the Deed of Trust, the Trust Agreement, the Assignment and compliance with the provisions thereof , will not conflict with, or constitute a breach of or default under, the Agency' s duties under said documents or any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the Agency is sub3ect or by which it is bound. (c) Except as may be required under blue sky or other securities laws of any state and any applicable building codes of the City related to the development of the Pro3ect, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Agency required for the issuance and sale of the Certificates or the consummation by the Agency of the other transactions contemplated by the Official Statement and this Contract of Purchase. 7 (d) To the best knowledge of the Agency, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Agency to restrain or en3oin the issuance or delivery of the Certificates, or the collection of the payments to be made pursuant to the Lease, or in any way contesting or affecting the validity of this Contract of Purchase, the Trust Agreement, the Certificates, the Deed of Trust, the Assignment, or the Lease or contesting the powers of the Agency to enter into or perform its obligations under any of the foregoing. (e) The information relating to the Agency, contained in the Preliminary Official Statement as of its date was and in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state anv material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) The Agency agrees to cooperate with the Underwriters in endeavoring to qualify the Certificates for offering and sale under the securities or blue sky laws of such 3urisdictions of the United States as the Underwriter may request. (g) The Agency covenants that it will not take any action which would cause interest on the Certificates to be sub3ect to Federal income taxation. 6. At 10 : 00 o 'clock A.M. , Local Time, on June 7, 1984, or at such other time or on such earlier or later date as the Trustee, the Agency, the City, the Bank and the Underwriters mutually agree upon (herein called the "Closing") , the Trustee will deliver or cause to be delivered to the Underwriters at the office of Jones Hall Hill & White , San Francisco, California or such other place as the Trustee, the Agency, the City, the Bank and the Underwriters mutually agree upon, the Certificates in definitive form (all of the Certificates to be printed on lithographed or steel engraved borders) , duly executed and - authenticated, together with the other documents hereinafter mentioned. CUSIP identification numbers shall be printed on the Certificates, and the failure to print such number on any Certificate or any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept delivery of, or pay for, the 8 Certificates in accordance with the terms of this Contract of Purchase. All expenses in relation to the printing of CUSIP numbers on said Certificates and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid for by the City from Certificate proceeds. The Underwriters will accept delivery of the Certificates and pay the purchase price thereof by certified or official bank check or checks payable in Clearinghouse funds to the order of the Trustee in an amount equal to the purchase price. The Certificates will be made available for checking and packaging not later than 12: 00 o' clock noon on the business day prior to the Closing. In the event that temoorary Certificates are delivered, Trustee and the Agency will deliver definitive Certificates to us as soon after the Closing as is reasonably possible, but in no event more than 15 days thereafter. The temporary Certificates will be made available for checking and packaging at the above-mentioned office one business day prior to the Closing. 7. The Underwriters have entered into this Contract of Purchase in reliance upon the representations and agreements of the Bank, the Conforming Bank, the Trustee herein, the representations and warranties of the City contained herein and in the City Letter otf Representation, the representations and warranties of the Agency contained herein ana in the Agency Letter of Representation, the performance by the Trustee of its obligations hereunder, both as of the date hereof and as of the date of Closing, and the opinions of Counsel to the Bank and the Confirming Bank, and the Underwriters and the Trustee have entered into this Contract of Purchase in reliance on the representations and warranties on the part of the Agency in the Agency Letter of Representation and on the part of the City in the City Letter of Representation, both dated the date hereof, from the Agency and the City, respectively to the Underwriter and the Trustee and on the representations made by the Bank and the Confirming Bank in the Legal Documents. The Underwriters ' obligations under this Contract of Purchase are and shall be subject to the following further conditions: (a) at the time of Closing, this Contract of Purchase, the Agency Letter of Representation, the City Letter of Representation, the Trust Agreement, the Assignment, the Reimbursement Agreement, the Letter of Credit, the confirmation of the Letter of Credit by the Confirming Bank, the Lease and the Deed of Trust (collectively the "Legal Documents") all as described in the Official Statement, shall be in full force and effect as valid and binding agreements between or among 9 the various parties thereto and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters , and there shall be in full force and effect such resolutions as , in the opinion of Jones Hall Hill & White, San Francisco, California (herein called "Special Counsel") , shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriters shall receive the following documents, in each case satisfactory in form and substance to it and its counsel: (1) the unqualified approving opinion of Special Counsel in substantially the form included as Exhibit C to this Contract of Purchase, dated the date of Closing, approving the validity of the Certificates; (2) a supplementary opinion of Special Ccunsel in form and substance satisfactory to the Underwriters, dated the date of Closing to the effect that: (i) the information in the Official Statement on the cover page relating to tax exemption, description of the Certi=lcates and security for the Certificates and statements under the captions "Introduction" , "The City" , "The Agency" , "Security for the Certificates" , "The Letter of Credit" , "The Certificates of Participation" , "The Absence of Material Litigation" , "Tax Exemption" , "Approval of Legal Proceedings" and the "Summary of Principal Legal Documents" are, to the extent they relate to the City, the Certificates and the transactions contemplated by the Official Statement, correct and complete to the best of their knowledge and belief; (11) the Legal Documents and this Contract of Purchase have been duly authorized, executed and delivered by the respective parties thereto and each constitutes a legal, valid and binding agreement of the respective parties thereto and are enforceable in accordance with their 10 respective terms , except as enforcement thereof may be limited by bankruptcy, insolvencv or other laws affecting enforcement of creditors ' rights and by the application of equitable principles if equitable remedies are sought; (iii) nothing came to such counsel ' s attention that would lead them to believe that the Official Statement, as of the date thereof or the Closing, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the light of the circumstance under which they were made, not misleading (except such counsel need express no view as to financial statements and the statistical data contained in the Official Statement) ; (iv) the Certificates are exempt from registration pursuant to the Securities Act of 1933 , as amended, and the Trust Agreement is e.,-emat from qualification as an indenture pursuant to the Trust Agreement Act of 1939 , as amended; (v) payments of Interest to the owners of the Certificates in accordance with the terms of the Trust Agreement will not constitute voidable preferences under the Federal Bankruptcy Code or other applicable laws and regulations in the event of the bankruptcy, insolvency, liquidation, reorganization or similar situation of the City or the Agency; and (vi) the structure and marketing of the Certificates comports with all present Department of Treasury regulations regarding serial and term maturities relating to the sale of certificates of participation. (3) an opinion of Gail Hutton, Esq. , City Attorney for the City of Huntington Beach, dated the date of Closing in form and substance satisfactory to the Underwriters, to the effect that: (i) the City is a corporation duly organized and validly existing under its 11 charter, the Constitution and the laws of the State of California; (ii) the Official Statement has been duly approved by the City and the information therein as to the City and the Citv' s obligations under the Trust Agreement, the Lease, the Reimbursement Agreement and the Deed of Trust is correct and does not omit any statement which, in such counsel ' s opinion, should be included or referred to therein; (iii) the resolution of the City approving and authorizing the execution and delivery of the Trust Agreement, the Lease , the City Letter of Representation, the Reimbursement Agreement and approving the Official Statement , and this Contract of Purchase was duly adopted at meetings of the governing bogy of the Citv which were called and held pursuant to law ana with all public notice required by law and at which a quorum was present and acting througnout; (Iv) co the best knowledge of such counsel, after reasonable investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best of their knowledge, threatened against or affecting the City, which would adversely impact the City' s and Agency ' s ability to complete the transactions described in and contemplated by the Official Statement, to restrain or enjoin the collection of revenues pledged under the Lease, or in any way contesting or affecting the validity of the Trust Agreement, the Certificates, the Lease, the City Letter of Representation, the Reimbursement Agreement, or the transactions relating to the Project as described in the Official Statement wherein an unfavorable decision, ruling or - finding would adversely affect the validity and enforceability of the Trust Agreement, the Lease, the City Letter of Representation, the Reimbursement Agreement; 12 (v) the execution and delivery of the Trust Agreement, the Lease, the City Letter of Representation, the Reimbursement Agreement and the approval of the Official Statement, and this Contract of Purchase, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject; (vi) the Trust Agreement, the Lease, the Citv Letter of Representation and the Reimbursement Agreement have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable in accordance with their respective terms, excepz as the enforcement thereof may be limited by bankruptcy, insolvencv or other laws affecting the enforcement of creditors ' rights generally; (vii) no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California is required for the valid authorization, execution and delivery of the Trust Agreement, the Lease, the City Letter of Representation or the Reimbursement Agreement and the approval of the Official Statement and this Contract of Purchase; and (viii) the Lease have been recorded and all financing statements (including any financing statements required to be filed under the provisions of the California - Commercial Code) have been duly recorded and filed in such manner and in such place as is required by law to establish, preserve and protect the security interest thereby created on all collateral specifically or generally described in such documents as subject to 13 such security interest and under the laws in force, and it will not be necessary_ to rerecord any such documents except that it will be necessary to file continuation statements at the end of each five (5) year period as required by the California Commercial Code, (4) The favorable opinion of Stradling, Yocca, Carlson & Rauth, counsel to the Agency dated the date of Closing, in form and substance satisfactory to the Underwriters, to the effect that: (i) the Agency is a public body corporate and politic duly organized, validly existing and in good standing under the laws of the State of California; (-i) the Agency has full legal power and adequate corporate autnority to enter into the Trust P_areement, the Lease, the Deed of Trust, the Assignment and the Agency Letter of Representation, to approve this Contract of Purchase, to own its properties and to carr- on its business as then conducted; (112.) the Agency Letter of Representation has been authorized, executed and delivered by the agency, and constitutes the valid and binding agreement or the Agency, except as enforceability of the indemnification provisions thereof may be limited by applicable securities law or public policy; (iv) the Deed of Trust, the Trust Agreement, the Assignment, the Agency Letter of Representation and the Lease have been validly authorized, executed and delivered by the Agency and constitute valid and binding agreements of the Agency, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws - affecting enforcement of creditors ' rights and by the application of equitable principles if equitable remedies are sought; (v) the Agency has approved this Contract of Purchase; 14 (vi) the description of the Trust Agreement, the Lease Agreement, the Assignment, the Pro]ect, and the Agency in the Official Statement are correct; (vii) except for the issuance of building permits, zoning variances , if any, and similar ministerial governmental approvals associated with the construction of the ProDect, no consent, approval , authorization or order of any court or governmental body is required for the consummation by the Agency of the transactions contemplated herein except such as have been obtained and except such as may be required under the state securities or Blue Skv laws in connection with the purchase and distribution of the Certificates by the Underwriters; (viii) there are no legal or governmental proceedings pending or to the best of the knowledge and information of such counsel threatened against the Agency which are required to be disclosed in the Official Statement, other than those disclosed therein; (ix) the execution and delivery of the Trust Agreement, the Lease, the Assignment , the Agency Letter of Representation and the Deed of Trust by the Agency and performance by the Agency of its obligations thereunder will not conflict with or result in a breach of any of the terms , conditions or provisions of any agreement or instrument to which the Agency is a party or constitute a default thereunder and all consents, approvals, authorizations and orders of a governmental or regulatory authority, if any, which are required to be obtained by the Agency for the consummation of the transactions contemplated thereby or as conditions precedent to the issuance of the Certificates have been obtained (provided no opinion need be expressed as to any action required under state securities or Blue Sky Laws in connection with the purchase or distribution of the Certificates by the Underwriters) ; and 15 (x) nothing has come to the attention of such counsel which would indicate that the description of the Agency contained in the Official Statement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (5) the opinion of counsel to the Trustee, dated the date of Closing, to the effect that: (i) the Trustee is and will be as of the date hereof a California banking corporation duly organized and validly existing under the laws of California having full power and being qualified to enter, accept and administer the trust created under the Trust Agreement and the Assignment, and to execute and deliver the Certificates; and (11) the Trust Agreement, the Assignment, the Certificates and this Contract of Purchase have been duly authorized, executed and delivered by the Trustee and the Deed of Trust has been duly executed by the Trustee. (6) the opinion of Brown, Wood, Ivey, Mitcnell & Petty, San Francisco, California, counsel for the Underwriters , dated the date of Closing, to the effect that (a) the Certificates are exempt from registration pursuant to the Securities Act of 1933 , as amended, and the Trust Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (b) based upon examinations which they have made, which shall be specified, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, nothing has come to their attention which would lead them to believe that the Official Statement - (other than financial statements therein and incorporated therein by reference and information pertaining to the Bank and the Confirming Bank, as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated 16 therein or necessary to make the statements therein, in the light of the circumstances under ,;hick thev were made, not misleading; in giving such opinion such counsel may rely to the extent stated therein upon the opinions of other counsel (in giving the opinion expressed in subparagraph (a) above, such counsel may do so in reliance on the opinion of Bond Counsel to the effect that the Certificates have been validly issued and are exempt from federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1954 , as amended, and rulings and regulations promulgated thereunder) . (7) the opinion of Rosen, Wachtell & Gilbert, counsel to the Bank, dated the date of Closing, and addressed to the Trustee and the T'rderwriters , substantially to the effect that: `,i) the Banx is a California banxinq corporation, duly organized and validly existing under the laws of the State of California, and has full corporate rignt, mower and authority to perform all obligations on its part to be performed and to take all actions required or permitted on its part to oe taxen under the Letter of Credit; (ii) the setter of Credit and the Confirming Letter of Credit has been duly authorized, executed and delivered by the Bank, and under California law constitutes a valid, legal and binding obligation of the Bank, enforceable in accordance with its terms , except as such enforceability may be limited by bankruptcy, insolvency, or similar laws relating to or affecting creditors ' rights generally and such counsel need express no opinion on the availability of any equitable remedies; (iii) payments of principal to the owners of the Certificates in accordance with the terms of and moneys drawn under the Letter of Credit and the Confirming Letter of Credit will not constitute voidable preferences under the Federal Bankruptcy Code or other applicable laws and regulations in the event of the bankruptcy, insolvency, liquidation, 17 i reorganization or similar situation of the City or the Agency; (iv) nothing has come to the attention of such counsel which would indicate that the information regarding the Bank contained under the caption "Golden State Sanwa Bank" in the Preliminary Official Statement and the Official Statement and the information contained under the captions "The Letter of Credit" and "Summary of Legal Documents - Deed of Trust and Assignment of Rents" contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which thev were made, not misleading; and (v) the confirmation of the Letter of Credit by The Sanwa Bank, Limited does not constitute a separate security and that such confirmation would not sub]ect the Letter of Credit to registration under the Securities Act of 1933. (8) an opinion of Bronson, Bronson & 1Icuinnon, counsel to The Sanwa Bank, Limited, addressed to the Trustee and the Underwriters, dated the date of Closing to the effect that W the Confirmina Letter of Credit has been duly authorized, executed and delivered and under the laws of Japan and constitutes a valid, binding and legal obligation of the Confirming Bank, except as such enforceability may be limited by bankruptcy, insolvency, or similar laws relating to or affecting creditors ' rights generally and such counsel need express no opinion on the availability of any equitable remedies; (ii) nothing has come to the attention of such counsel which would indicate that the information regarding the Confirming Bank contained in the Preliminary Official Statement and Official Statement contains an untrue statement of a material fact or omits to state a material fact - required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 18 (9) a certificate, dated the date of Closing, signed by a duly authorized official of the City satisfactory in form and substance to the Underwriters and counsel to the Underwriters, to the effect that to the best of his knowledge no litigation or proceeding is pending or threatened against the City (a) to restrain or en]oin the delivery of any of the Certificates or the collection of revenues pledged under the Trust Agreement, (b) in any way contesting the validity of the Certificates , the Trust Agreement, the Reimbursement Agreement, the Lease , the Deed of Trust, the City Letter of Representation or this Contract of Purchase, or the authority of the City to enter into the Agreement, this Contract of Purchase, the Lease , the Deed of Trust, the City Letter of Representation or the Trust Agreement, or (c) in any way contesting the powers of the City i.z connection with anv_ action contemplated by this Contract of Purchase; (10) a certificate, dated the date of Closing, signed by a duly authorized official of the Agency satisfactory in form and substance to the Underwriters and counsel to the underwriters , to the effect that to the best of his knowledge no litigation or proceeding is pending or threatened against the agency (a) to restrain or en]oin the delivery of any of the Certificates or the collection of revenues pledged under the Trust Agreement, (b) in any way contesting the validity of the Certificates, the Trust Agreement, the Assignment, the Lease, the Deed of Trust, the Agency Letter of Representation or this Contract of Purchase, or the authority of the Agency to enter into the Assignment, this Contract of Purchase, the Lease, the Deed of Trust, the Agency Letter of Representation or the Trust Agreement, or (c) in any way contesting the powers of the Agency in connection with any action contemplated by this Contract of Purchase; (11) two executed or certified copies of this Contract of Purchase and the Legal Documents ; _ (12) two copies of the Official Statement, with the approval thereof executed on the behalf of the City by the Mayor of the City, on behalf of the Agency by the Chairman of the Agency; 19 b (13) two certified copies of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Certificates , the Trust Agreement, the Assignment, and this Contract of Purchase and the execution of the Deed of Trust; (14) copies of resolutions adopted by the City and certified by the City Clerk authorizing the execution and delivery of the Lease, the Reimbursement Agreement, the Deed of Trust, the Trust Agreement and the City Letter of Representation and the approval of this Contract of Purchase and the Agency Letter of Representation; (15) conies of resolutions adopted by the Agencv and certified by the Secretary or Assistant Secretary of the Agency, authorizing the execution and delivery of the Lease, the Trust Agreement , the Assignment and the Agency Letter of Penresentation and rae approval of this Contract of Purchase and the City Letter of Representation; (16) a certificate of an authorized officer of the Trustee , dated the date of Closing confirming as of such date the representations and warranties of the Trustee contained in Paragraph 3 of this Contract of Purchase; (17) a certificate of an authorized officer of the City, dated the date of Closing confirming as of such date the representations and warranties of the City contained in this Contract of Purchase and in the City Letter of Representation; (18) a certificate of an authorized officer of the Agency, dated the date of Closing confirming as of such date the representations and warranties of the Agency contained in this Contract of Purchase and in the Agency Letter of Representation; (19) arbitrage certifications by the City and the Agency in form and substance acceptable to Special Counsel; 20 (20) evidence from Moody ' s Investors Service that the Certificates have been rated AAA; (21) a certificate of an authorized officer of the Bank that: (i) to the signer' s knowledge, after reasonable investigation, the information contained under the captions "The Letter of Credit" and "Golden State Sanwa Bank" in the Official Statement as of the date of the Official Statement did not, and as amended and supplemented to the date of the Closing does not, contain any untrue statement of a material fact or omit to state any material fact required or necessary to make the statements therein, in the light of the circumstances under which they are madam, not misleading in anv material respect. The Bark confirms its prior authorization of the use of the Preliminary Official Statement in connection witn the offer, sale and distribution of the Certificates; (ii) the Banx has dulv authorized, executed and delivered the Confirming Letter of Credit and the Confirming Letter of Credit is a valid and binding agreement of the Bank, enforceable in accordance with its terms , except as the same may be limited by (a) insolvency, reorganization, liquidation, read3ustment of debt or other laws affecting the enforcement of creditors ' rights as they may be applied in the event of the insolvency, reorganization, liquidation, read3ustment of debt or similar event of the Bank, or (b) moratorium or similar occurrence affecting the Bank. (22) a certificate of an authorized officer of the Confirming Bank that: (i) to the signer' s knowledge, after reasonable investigation, the information - contained under the captions "The Letter of Credit" and "The Sanwa Bank, Limited" in the Official Statement as of the date of the Official Statement did not, and as amended and supplemented to the date of the Closing does not, contain any untrue statement of a 21 material fact or omit to state any material `act required or necessary to make the statements therein, in the light of the circumstances under which they are made , not misleading in any material respect. The Confirming Bank authorizes the use of the Preliminary Official Statement and Official Statement in connection with the offer, sale and distribution of the Certificates; (ii) the Confirming Bank has duly authorized, executed and confirmed the Letter of Credit and Letter of Credit Agreement and Reimbursement Agreement and the Letter of Credit and the Letter of Credit Agreement and Reimbursement Agreement are the valid and binding agreements of the Confirming Bank, enforceable in acccrdance witn their terms , except as the same may be limited by (a) insolvency, reorganization, liquidation, read-lustment of debt cr other laws affecting the enforcement of creditors ' rights as they may be applied in the event of the insolvency, reorganization, liquidation, read]ustment of debt or similar event of the Confirming Bank, or (b) moratorium or similar occurrence affecting the Confirming Bank; and (lzi) the Confirming Bank has, to the best of my knowledge, complied and will , after the date of the Official Statement and prior_ to the termination of the offering of the Certificates offered hereby, comply with written requests for copies of the documents referred to under the caption "The Sanwa Bank, Limited" . (23) such additional legal opinions, certificates, proceedings, instruments and other documents as Special Counsel and counsel for the , Underwriters may reasonably request to evidence compliance by the Trustee with legal requirements, the truth and accuracy, as of the time of Closing, of the representations contained herein and in the Official Statement and the due performance or satisfaction by the Trustee, the Agency and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. 22 a (c) All matters relating to this Contract of Purchase , the Certificates and the sale thereof, the Trust agreement, the Lease, the Assignment, the Deed of Trust, the Reimbursement Agreement, the Citv Letter of Representation, the Agency Letter of Representation and the consummation of the transactions contemplated by this Contract of Purchase shall have been approved by the Underwriters and counsel for the Underwriters, such approval not to be unreasonably withheld. If the conditions to the Underwriters' obligations contained in this Contract of Purchase are not satisfied or if the Underwriters ' obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriters nor the Trustee shall have any further obligation hereunder. In the event that the Underwriters fail (other than for a reason permitted by this Contract of Purchase) to accept and pay for the Certificates at the Closing, the amount of one half of one percent (2%) of the principal amount of the Certificates shall be full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters , and the acceptance of such amount shall constitute a full release and discharge of all claims and rights of the Trustee, the City and the Agency against the Underwriters. 7. The Underwriters shall have the right to cancel its obligations to purcnase cne Certificates if, between the date hereof and the Closing: (a) legislation shall have been enacted by the Congress of the United States or the legislature of the State of California or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered b_y a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation or a temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal or California taxation upon revenues or other income or payments of the general character to be derived by the City or upon interest received on obligations of the general character of the Certificates, which in the reasonable opinion of the Underwriters materially adversely affects the market for the Certificates; or 23 (b) there shall exist any event which in the reasonable opinion of the Underwriters either M makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (ii) is not reflected in the Official Statement but should be reflected therein to make the statements and information contained therein not misleading in any material respect; or (c) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as would make it impracticable, in the reasonable opinion of the Underwriters, for the Underwriters to sell the Certificates; or (d) there shall be in force a general suspension of trading on the New York Stock Exchange or other minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges -for prices for securities shall have been required ana be in force on the New York Stock Exchange or such other exchange, whether by virtue of a determination by tnat Exchange or such other exchange or by orders of the Securities and Exchange Commission or any other governmental authority; or (e) a general banking moratorium shall have been declared by either Federal, California, New York or Japanese authorities having 3urisdiction and be in force; or (f) there shall be established any new restrictions on transactions in securities materially affecting the free market for securities (including the imposition of any limitations on interest rates) or the extension of credit by, or the charge to the net capital requirements of, underwriters established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; or (g) an adverse event occurs in the affairs of the Trustee , the City or the Agency which, in the opinion of the Underwriters, requires or has required a supplement or amendment to the Official Statement; or 24 O (h) the rating of the Certificates shall have been downgraded or withdrawn by a national rating service, which, in the Underwriters opinion, materially adversely affects the market price of the Certificates; or or (i) the Bank fails to issue the Letter of Credit; (D ) the Confirming Bank fails to validly confirm the Letter of Credit. 8. The Trustee ' s obligations hereunder shall be subject to the following conditions: (a) the performance by the City and the Agency of their obligations , to be performed hereunder at or prior to the Closing; (b) at or :erore the Closing, the Trustee shall have received: (�) executed counterparts or the Legal Oocumenzs and this Contract of Purchase; and (_-, ) duly executed copies of the letters , documents ana certificates referred to in sections 7 (b) (9 ) , 7 (b) (10) , 7 (b) (11 ) , 7 (b) (12) , 7 (b) (13) , 7 (b) (14 ) , 7 (b) (15 ) , 7 (b) (16) , 7 (b) (17) , 7 (b) (18) , 7 (b) (19) , 7 (b) (20) , 7 (b) (21) , 7 (b) (22) , 7 (b) (23) and the opinicns referred to in sections 7 (b) (1) , 7 (b) (2) , 7 (b) (3) 7 (b) (4) , 7 (b) (5) , 7 (b) (6) , 7 (b) (7) and 7 (b) (8) . 9. After the Closing (a) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriters shall object in writing or which shall be disapproved by counsel for the Underwriters and (b) if any event relating to or affecting the Trustee, the City or the Agency shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Certificates, the Trustee, the City and the Agency will forthwith prepare and furnish to the Underwriters a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) 25 which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the Certificates, not misleading. For the purposes of this section the Trustee , the City and the Agency will each furnish such information with respect to itself as the Underwriters may from time to time request. 10. Whether or not the transactions contemplated by this Contract of Purchase are consummated, all expenses and costs of the Trustee incident to the performance of its obligations in connection with the authorization, issuance and sale of the Certificates to the Underwriters, including, without limitation, the cost of printing or reproducing the Certificates, the Trust Agreement, the Assignment, the Deer of Trust, the Lease, the Reimbursement Agreement, this Contract of Purchase, the Preliminary Official Statement and the Official Statement and all ancillary papers , in reasonable quantities , credit rating agency fees, the costs of obtaining CUSIP numbers for the Certificates , fees and expenses or Special Counsel fees and expenses for Blue Sky and Legal Investment Survey and related services , shall be paid from the proceeds of the Certificates, and to the extent not so paid shall be paid by either the City or the Agency. 11. The City and the Agency shall indemnify and hold harmless the Underwriters and employees and each person who controls the Underwriters within the meaning of Section 15 of the Securities Act of 1933 (such Act being herein called the "Act" and any such person being herein sometimes called an "Indemnified Party") , against any and all losses , claims , damages or liabilities, Doint or several, to which such Indemnified Party may become subDect under any statute or at law or in equity or otherwise, and shall reimburse any such Indemnified Party for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions , insofar as such losses , claims, damages, liabilities or actions arise out of or are based upon (i) an allegation or determination that the Certificates should have been registered under the Act or the Indenture should have been qualified under the Trust Indenture Act of 1939, as amended, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Official Statement (including the Appendix thereto) , or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein not 26 misleading; provided, however, that the City and the Agency shall not be liable in any such case to the extent that any such loss , claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in that particular part of the Official Statement, or any amendment thereof or supplement thereto, under the captions "The City, " , "The Agency" , "Tax Exemption" or "Underwriting" , or the omission or alleged omission to state under any of such captions a material fact necessary to make the statements therein not misleading. This indemnity agreement shall not be construed as a limitation on any other liability which the City and the Agency may otherwise have to any Indemnified Party provided that in no event shall the City and the Agency be obligated for double indemnification. An Indemnified Party shall, promptly after the receipt of notice of the commencement of any action against such Indemnified4 Party in respect of which indemnification may be sought against the City and the Agency notify the City and the Agency in writing of the commencement thereof, but the omission to notify the City and the Agency of any sucn action shall not relieve the City and the Agency rrom any liability which it may have to such Indemnified Party otherwise than under the indemnity agreement contained herein. In case any such action shall be brought against an Indemnified Party and such Indemnified Partv shail notify the City and the Agency of the commencement thereof, the City and the hgency may, or if so requested by such Indemnified Party shall, participate therein or assume the defense thereof, with counsel satisfactory to such Indemnified Party, and after notice from the City and the Agency to such Indemnified Party of an election so to assume the defense thereof, the City and the Agency will not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that unless and until City and the Agency assume the defense of any such action at the request of such Indemnified Party, the City and the Agency shall have the right to participate at its own expense in the defense of any such action. If the City and the Agency shall not have employed counsel to have charge of the defense of any such - action or if an Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the City and the Agency (in which case the City and the Agency shall not have the right to direct the defense of such action on behalf of such Indemnified Party) , legal and 27 other expenses incurred by such Indemnified Party shall be borne by the City and the Agency. The City and the Agency shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, but if settled with the consent of the City and the Agency or if there be a final ]udgment for the plaintiff in any such action against the City and the Agency or any Indemnified Party, with or without the consent of the City and the Agency, the City and the Agency agree to indemnify and hold harmless such Indemnified Party to the extent provided herein. In order to provide for just and equitable contribution in circumstances in which the indemnification is applicable but for any reason is held to be unavailable from the City and the Agency, the City and the Agency and the Underwriters shall contribute to the aggregate losses , claims , damages and liabilities (including anv investigation, legal and other expenses incurred in connection with, ana an,r amount paid in settlement of, anv action, suit or proceeding or any claims asserted, to wnich the City and the Agency and the Underwriters may be subDect in such proportion so that the Underwriters are responsible fer teat portion represented by the percentage that the underwriting discount sez forth in the Official Statement bears to the public offering price appearing thereon and the City and the agency is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph, each person, if any, who controls an Underwriter within the meaning of the Act shall have the same rights to contribution as such Underwriters. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under the paragraph, notify such party or parties from whom contribution may be sought, but the omission to so notify such party from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph. No party shall be liable for contribution with respect to any action or claim settled without its consent. 12. Any notice or other communication to be given to the Trustee under this Contract of Purchase may be given by 28 delivering the same in writing to First Interstate Bank of California, 707 Wilshire Blvd. Los Angeles, California 90017, Attention: Corporate Trust Department and any such notice or other communication to be given to the Underwriters may be given by delivering the same to Stone & Youngberg, One California Street, Suite 2800 , San Francisco, California 94111 , to the attention of the Public Finance Department and any such notice may be given by delivering same to Golden State Sanwa Bank, 9000 East Valley Blvd. , Rosemead, California 91770. All notices or communications hereunder by any party shall be given and served upon each other party. Anv notice or communication to be given the City or the agency under this Contract of Purchase may be given by delivering the same to the Redevelopment Agency of the City of Huntington Beach, 2000 Main Street, P. O. Box 190 , Huntington Beach, California 92648 , Attention: Chief Executive Officer. The approval of the Underwriters when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by Stone & Youngberg and delivered to you. 13. This Contract of Purchase is made solely for the benefit of the Trustee, the City, the Agency and the Underwriters (including the successors or assigns thereof) and no other person snail acquire or have any right hereunder or ny virtue hereof. All representations , warranties and agreements of the Trustee in this Contract of Purchase snail remain operative and in full force and effect regardless o_` any investigation made by or on behalf of the Underwriters and shall survive the delivery of and payment for the Cert1ficates. 14. This Contract of Purchase may be executed by the parties hereto in separate counterparts , each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 29 This Contract of Purchase shall be governed by the laws of the State of California. STONE & YOUNGBERG KIDDER, PEABODY & CO. Incorporated By STONE & YOUNBERG by 1/C al Accepted: Partner FIRST INTERSTATE BANK OF CALIFORNIA Dv ZTitl�e � CITY OF PrINGTON B I f � By Title: City Admini trator By Title: City Clerk REDEVELOP14ENT AGENCY OF THE CITY OF HUNTINGTON BEACH By '� � ti'�2-ram ��. -- Ch of xecutive Officer By Tit e: Agency ecretary APProved: / City Attorney SS-'3/-ky Sp 41 tinsel 30 EXHIBIT A to the CONTRACT OF PURCHASE CITY LETTER OF REPPESENTATION May 31 , 1984 Stone & Youngberg Kidder, Peabody & Co. Incorporated C/O Stone & Youngberg One California Street Suite 2800 San Francisco, California 94137 Redevelopment Agency or the City of Huntington Beach 2000 D?ain Street Huntington Beach, California 92648 First Interstate Bank or California 707 Wilshire Boulevard Los Angeles , California 90017 Ladies/Gentlemen: The City of Huntington Beach, California (the "City") , and the Redevelopment Agency of the City of Huntington Beach, Huntington Beach, California, (the "Agency" ) propose to enter into a lease to be dated as of May 1 , 1984 (the "Lease") . Pursuant to a Contract of Purchase, dated May 31, 1984 (the "Contract of Purchase" ) , between Stone & Youngberg and Kidder, Peabody & Co. , Incorporated, as Underwriters (the "Underwriters" ) , the City, the Agency and First Interstate Bank of California, a California banking corporation (the "Trustee" ) the Trustee will execute and deliver $4 , 600 , 000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizen Housing Project) (the "Certificates" ) , each evidencing proportional interests of the holders thereof in Lease Payments to be paid by the City as the rental of the Project, as defined in the Trust Agreement, pursuant to the Lease (hereinafter mentioned) . A-1 The payments under the Lease are to be pledged to secure the payment of the Certificates. Pursuant to the Assignment Agreement (the "Assignment" ) dated as of May 1, 1984 between the Agency and the Trustee, the Agency has assigned its right to receive all Lease Payments under the Lease to the Trustee. The Certificates are limited obligations of the City payable solely from Revenues (as such term is defined in the Trust Agreement) . The Certificates will be executed and delivered pursuant to a Trust Agreement dated as of May 1 , 1984 executed by and between the City, the Agency and the Trustee (the "Trust Agreement" ) . The Certificates are secured by the Lease Payments, a Deed of Trust, Assignment of Rents and Security Agreement, entered into by the Agency, and the Trustee named therein, as beneficiary, dated as of May 1 , 1984 (the "Deed of Trust") which grants a first lien on and a security interest in the Project and by a Letter of Credit (the "Letter of Credit" ) , dated June 19 , 1984 , issued by Golden State Sanwa Bank (the "Bank" ) pursuant to a Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement" ) , dated as of flay 1 , 1984 , between the City and the Ban' . The Trustee is authorized to draw on the Letter of Credit an amount up to $4 , 600 , 000 to pay the principal of the Certificates. The Letter of Credit is being confirmed by The Sanwa Banc, Limited (the "Confirming Bank" ) . The Bank is a wholly owned subsidiary of the Confirminq Bank. In order to induce you to enter into the Contract of Purchase and the Agency Letter of Representation and to make the offering and sale of the Certificates therein contemplated, the City hereby represents , warrants, covenants and agrees with you as follows: (a) both at the date hereof and at the date of Closing, the statements and information contained in the Official Statement relating to the City, its functions, duties and responsibilities are and will be true, correct and complete in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation or agreement - shall apply to statements or information in or omissions from the Official Statement dated May 17 , 1984 (the "Official Statement" ) relating to the Certificates with respect to which the Agency agrees to indemnify the Underwriters pursuant to the Agency Letter of Representation; A-2 (b) the City is and will be at the date of Closing a municipal corporation duly organized and existing under its charter, the Constitution and laws of the State of California with the full power and authority to enter into the Lease, the Reimbursement Agreement, the Contract of Purchase, the City Letter of Representation and the Trust Agreement; (c) by official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement dated Mav 14 , 1984 (the "Preliminary Official Statement") relating to the Certificates, and the distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Trust agreement, the Lease, the Reimbursement Agreement and this City Letter of Representation and the consummation by it of all other transactions contemplated by the Official Statement and the Contract of Purchase; (d) the execution and delivery of the Trust Agreement, the Lease, the Reimbursement Agreement and this City Letter of Representation and approval and execution oL the Official Statement, the Contract of Purchase and the Agency Letter of Representation and compliance with the provisions on the City ' s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Agreement, the Lease, the Reimbursement Agreement and the Deed of Trust; (e) the City is not in breach of or default under its charter, any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is A-3 otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the City affecting the existence of the City or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution or delivery of the Certificates or the collection of revenues pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Certificates , the Lease , the Contract of Purchase, the Reimbursement Agreement, the Aaencv Letter of Representation and this Citv Letter of Representation or contesting the powers of the Citv or its authority to enter into, adopt or perform its obligations under any of the foregoing, including, but not limited to, the consummation olf the transactions relating to the Project as described in the Official Statement, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supp-event thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates, the Legal Documents , as defined in the Contract of Purchase, this City Letter of Representation or the Contract of Purchase; (g) the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (1) to qualify the Certificates for offer and sale under the Blue Skv or other securities laws and regulations of such states and other jurisdictions of the United States as the p Underwriters may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Certificates; (h) if between the date of this Contract of Purchase and the date of the Closing an event occurs, A-4 of which the City has knowledge, which might or would cause the information relating to the City, its functions, duties and responsibilities contained in the Official Statement, as then supplemented or amended, to contain an untrue statement Of' a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Underwriters , and if in the opinion of the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriters in the preparation of an amendment or Supplement to the Official Statement in a form and in a manner approved by the Underwriters , provided all expenses thereby incurred will be paid for by the City; (1) if the information relating to the City, its functions, duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the ir-ediately preceding subparagrapn, at the time of each supplement or amendment thereto and (unless subseauenzly again supplemented or amended pursuant to such suoparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including ur._v financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; and (3 ) the City covenants that it will take no action and will cause no action to be taken that would cause the interest on the Certificates to be subject to Federal income taxation. The representations, warranties, covenants and agreements contained herein shall survive the Closing as defined in the Contract of Purchase and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters described in or related to the transactions contemplated hereby and by the Contract or Purchase, the Official Statement and the Legal Documents. This City Letter of Representation shall be binding upon and inure solely to the benefit of you, the Trustee and A-5 the Agency and, to the extent set forth herein, persons controlling any of you, and their respective personal representatives , successors and assigns, and no other person or firm shall acquire or have any right under or by virtue of this City Letter of Representation. No recourse under or upon any obligation, covenant or agreement contained in this City Letter of Representation shall be had against any officer or director of the City as individuals, except as caused by their bad faith. Very truly yours, CITY OF HUNTINGTON BEACH, CALIFORNIA By /s/ JACK KELLY flavor CHARLES -11014PSON Liw Administrator Approved as to form: /s/ GAIL HUTTON City :attorney ATTEST /s/ ALLISON M. WENTWORTH City Clerk Accepted and confirmed as of the date first above written. STONE & YOUNGBERG KIDDER, PEABODY & CO. Incorporated By STONE & YOUNGBERG By /s/ WARREN E. MILLER Partner A-6 EXHIBIT B to the CONTRACT OF PURCHASE AGENCY LETTER OF REPRESENTATION May 31 , 1984 Stone & Youngberg Kidder, Peabody & Co. Incorporated C/O Stone & Youngberg One California Street Suite 2800 San Francisco, CA 94137 City of Huntington Beach 2080 Main Street Huntington Beach, CA 92648 First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Ladies/Gentlemen: The City of Huntington Beach, California (the "City") , and the Redevelopment Agency 01-f the City of Huntington Beach, Huntington Beach, California, (the "Agency") propose to enter into a Lease to be dated as of May 1 , 1984 (the "Lease") . Pursuant to a Contract of Purchase, dated May 31 , 1984 (the "Contract of Purchase" ) , between Stone & Youngberg and Kidder, Peabody & Co. , Incorporated, the Underwriters (the "Underwriters") , the City, the Agency and First Interstate Bank of California, a California banking corporation (the "Trustee" ) the Trustee will execute and deliver $4 , 600, 000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizen Housing Pro3ect) (the "Certificates") , each evidencing proportional interests of the holders thereof in Lease Payments to be paid by the City as the rental of the Pro3ect, as defined in the Trust Agreement, pursuant to the Lease. The payments under the Lease are to be pledged to secure the payment of the principal and interest due on the Certificates. Pursuant to the Assignment Agreement (the "Assignment" ) dated as of Play 1 , 1984 between the Agency and the Trustee, the Agency has assigned its right to receive all Lease Payments under the Lease to the Trustee. The Certificates are limited obligations of the City payable solely from Revenues, as defined in the Trust Agreement. The Certificates will be executed, delivered and secured pursuant to a Trust Agreement dated as of May 1 , 1984 executed by and between the Citv, the Agency and the Trustee (the "Trust Agreement") . The Certificates are secured by the Lease Payments, a Deed of Trust, Assignment of Rents and Security Agreement, entered into by the Agency, and the Trustee named therein, as beneficiary, dated as of May 1 , 1984 (the "Deed of Trust") which grants a first lien on and a security interest in the ProDect and by a Letter of Credit (the "Letter of Credit") , dated June 19 , 1984 , issued by Golden State Sanwa Bank (the "Bank" ) pursuant to a Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement" ) , dated as of May 1 , 1984 , between the City and the Bank. The Trustee is authorized to draw on the Letter of Credit an amount up to $4 , 600 , 000 to pav the principal of the Certificates. The Letter of Creait is being confirmed by The Sanwa Bank, Limited (the "Confirming Bank" ) . The Bank is a wholly owned subsidiary of the Con-firming Bank. In order to induce you to enter into the Contract of Purchase and the City Letter of Representation and to make the offering and sale of the Certificates therein contemplated, the Agency hereby represents , warrants, covenants and agrees with you as follows: (a) both at the date hereof and at the date of Closing, the statements and information contained in the Official Statement relating to the Agency, its functions, duties and responsibilities described in the sections entitled "Introduction" and "The Agency" are and will be true, correct and complete in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect;it being further understood that no such representation or agreement shall apply to statements or information in or omissions from the Official Statement dated May 31 , 1984 (the "Official Statement Statement" ) relating to the Certificates with respect to which the B-2 ti City agrees to indemnify the Underwriters pursuant to the City Letter of Representation; (b) the Agency is and will be at the date of Closing a public body corporate and politic duly organized and existing under the Constitution and laws of the State of California with the full power and authority to enter into the Lease, the Trust Agreement, the Contract of Purchase, the Deed of Trust, the Agency Letter of Representation and the Assignment; (c) by official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly approved the distribution of the Preliminary Official Statement dated May 14, 1984 (the "Preliminary Official Statement") relating to the Certificates, and the distribution of the Official Statement , and has duly authorized and approved the execution and deiivery of, and the performance by the Agency of the obligations on its part contained in the Lease , the Trust agreement, the Assignment, the Deed of Trust and this Agencv Letter of Representation and the consummation by it of all other transactions contempiatea by the Official Statement and the Contract of Purchase; (d) the execution and delivery of the Lease, the Assignment, the Trust Agreement, the Deed of Trust and this Agency Letter of Representation and approval and execution of the Official Statement, the Contract of Purchase and compliance with the provisions on the Agency ' s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Agency under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Assignment, the Lease, the Trust Agreement and the Deed of Trust; (e) the Agency is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any B-3 I applicable judgment or decree or any loan agreement, indenture , bond, note , resolution, agreement or other instrument to which the Agency is a party or is other171se subDect which would have an adverse impact on the Agency' s ability to perform its obligations under the Legal Documents , and no event has occurred and is cone-nuing which, with the passage of time or the giVing or notice, or both, would constitute a default or an event of default under any such instrument; (L) there is no action, suit, proceeding, inquiry or in-1,estigation, at law or in equity, before or by any court , governmental agency, public board or body, pending or threatened against the Agency affecting the existence of the Agency or the titles of its officers to their respective offices or seeking to prohibit, restrain or enDoin the execution or delivery of the Cartlr-cater or the collection of revenues pleaged or `o ja cledaed to pay the principal of and interest on �-ertyricates , or the pledge thereof , or in anv wav ccnz2sting or affecting the validity or enforceabiiity Of one Assignment, the Certificates , the Lease, the "aed cf Trust, the Trust Agreement, the Contract of ,urcnase , and this agency Letter of Representation or ccncastinq the powers of the Agency or its authority to entar into, adopt or perform its obligations under any c-' ..�e _oregoing, including, but not limited to, the consumTation of the transactions relating to the ?ro-ect as described in the Official Statement, or contesting in any way the completeness or accuracy or the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates , the Legal Documents, this Agency Letter of Representation or the Contract of Purchase; (g) the Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (1) to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other Durisdictions of the United States as the Underwriters may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions , and will use its best efforts to continue such B-4 qualification in effect so long as required for distribution of the Certificates; (h) if between the date of this Contract of Purchase and the date of the Closing an event occurs , of which the Agency has knowledge , which might or would cause the information relating to the Agency, its functions, duties and responsibilities contained in the sections entitled "Introduction" and "The Agency" in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material tact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriters, and if in the opinion of the Underwriters , such event requires the preparation and publication of a supplement or amendment to sucn portions of the Official Statement, the Aaencv will cooperate with the Underwriters in the nrenaration of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriters , provided all expenses thereby incurred will be paid for by the Agency; ` (i) if the information relating to the Agency, its functions , duties and responsibilities contained in the sections entitled "Introduction" and "The Agencv" in the Offic_al Statement is amended or supplemented pursuant to the immediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; and (3 ) the Agency covenants that it will take no - action and will cause no action to be taken that would cause the interest on the Certificates to be subject to Federal income taxation. The representations, warranties , covenants and agreements contained herein shall survive the Closing as B-5 defined in the Contract of Purchase and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters described in or related to the transactions contemplated hereby and by the Contract of Purchase, the Official Statement and the Legal Documents. This Agency Letter of Representation shall be binding upon and inure solely to the benefit of you, the Trustee and the City and, to the extent set forth herein, persons controlling any of you, and their respective personal representatives, successors and assigns , and no other person or firm shall acquire or have any right under or by virtue of this Agency Letter of Representation. No recourse under or upon any obligation, covenant or agreement contained in this Agency Letter of Representation shall be had against B-6 any officer or director of the Agency as individuals , except as caused by their bad faith. Very truly yours, REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By /s/ JACK KELLY Chairman By /s/ CHARLES THOMPSON Chief Executive Officer ATTEST: /s/ ALICIA M. WE=,70RTFi S�cr�tary Approved as to form: a/ '-:3ARNEY ALLISON rgercy Special Counsel Accepted and confirmed as of the date first above written. STONE & YOUNGBERG KIDDER, PEABODY & CO. Incorporated By STONE & YOUNGBERG By /s/ WARREN E. 14ILLER Partner B-7 This Contract of Purchase shall be governed by the laws of the State of California. STONE & YOUNGBERG KIDDER, PEABODY & CO. Incorporated By STONE & YOUNGBERG by /s/ WARREN E. MILLER Accepted: Partner FIRST _!NTERSTATE BANK OF CALIFORNIA By /s/ "ClE 2T 3ALDINO fit_a: _yssistant Secretary CITE' OF :'_U T INGTON BEACH Ey /s! CL PLES THCnPSON 3y /s/ ALICIA M. WENTWORTH Title : City Administrator title : City Clerk REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By /s/ CHARLES THOMPSON Title: Chief Executive Officer By /s/ ALICIA M. WENTWORTH Title: Agency Secretary Approved: GAIL HUTTON /s/ BARNEY ALLISON City Attorney Special Agency Counsel 30 4 Form No 1056(1/70) ALTA Loan Policy—1970 with AM E ALTA Indorsement—Form 1 coverage S R ! C (Amended 10-17-70) �4` 9 4 9 v yyG yS31 41 ys 3 9 R yyGG POLICY OF TITLE INSURANCE vfrf ISSUED BY yyg 3 yydy 7 F-brst American Title Insurance Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS CONTAINED IN SCHEDULE B AND THE PROVISIONS OF THE CONDITIONS AND STIPULATIONS HEREOF, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called the Company, Insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the amount of insurance stated in Schedule A, and costs, attorneys' fees and expenses which the Company may become obligated to pay hereunder, sustained or incurred by the insured by reason of 1 title to the estate or interes a bed in Schedule A being vested otherwise than as stated therein, 2 any defect in or lien or encumbrance on such title, 3 lack of a right of access to and from the land, 4 unmarketability of such title, 5 the invalidity or unenforceability of the lien of the insured mortgage upon said estate or interest [ except to the extent that such invalidity or unenforceability, or claim thereof, arises out of the transaction evidenced by the insured mortgage and is based upon a usury,or b any consumer credit protection or truth in lending law, 6 the priority of any lien or encumbrance over the lien of the insured mortgage, 7 any statutory lien for labor or material which now has gained or hereafter may gain priority over the lien of the insured mortgage, except any such lien arising from an improvement on the land contracted for and commenced subsequent to Date of Policy not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance, 8 any assessments for street improvements under construction or completed at Date of Policy which now have gained or hereafter may gain priority over the insured mortgage, or 9 the invalidity or unenforceability of any assignment,shown in Schedule A,of the insured mortgage or the failure of said assignment to vest title to the insured mortgage in the named insured assignee free and clear of all liens IN WITNESS WHEREOF, First American Title Insurance Company has caused this policy to be signed and sealed by its duly authorized officers as of Date of Policy shown in Schedule A. .01 \I L E I s� "itt4 First American Title Insurance Company BY PRESIDENT SEPTEMBER 24. � 0� ATTEST 1{/. as+.� V. ��a�.ai.C�.v y SECRETARY vk SCHEDULE OF EXCLUSIONS FROM COVERAGE THE FOLLOWING MATTERS ARE EXPRESSLY EXCLUDED FROM THE COVERAGE OF THIS POLICY 1 ANY LAW, ORDINANCE OR GOVERNMENTAL REGULATION (INCLUDING BUT NOT LIMITED TO BUILDING AND ZONING ORDINANCES) RESTRICTING OR REGULATING OR PROHIBITING THE OCCUPANCY, USE OR ENJOYMENT OF THE LAND,OR REGULATING THE CHAR- ACTER, DIMENSIONS OR LOCATION OF ANY IMPROVEMENT NOW OR HEREAFTER ERECTED ON THE LAND, OR PROHIBITING A SEPARATION IN OWNERSHIP OR A REDUCTION IN THE DIMENSIONS OR AREA OF THE LAND, OR THE EFFECT OF ANY VIOLATION OF ANY SUCH LAW, ORDINANCE OR GOVERNMENTAL REGULATION 2 RIGHTS OF EMINENT DOMAIN OR GOVERNMENTAL RIGHTS OF POLICE POWER UNLESS NOTICE OF THE EXERCISE OF SUCH RIGHTS APPEARS IN THE PUBLIC RECORDS AT DATE OF POLICY 3 DEFECTS, LIENS, ENCUMBRANCES, ADVERSE CLAIMS, OR OTHER MATTERS (a) CREATED, SUFFERED, ASSUMED OR AGREED TO BY THE INSURED CLAIMANT, (b) NOT KNOWN TO THE COMPANY AND NOT SHOWN BY THE PUBLIC RECORDS BUT KNOWN TO THE INSURED CLAIMANT EITHER AT DATE OF POLICY OR AT THE DATE SUCH CLAIMANT ACQUIRED AN ESTATE OR INTEREST INSURED BY THIS POLICY OR ACQUIRED THE INSURED MORTGAGE AND NOT DISCLOSED IN WRITING BY THE INSURED CLAIMANT TO THE COMPANY PRIOR TO THE DATE SUCH INSURED CLAIMANT BECAME AN INSURED HEREUNDER, (c) RESULTING IN NO LOSS OR DAMAGE TO THE INSURED CLAIMANT, (d) ATTACHING OR CREATED SUBSEQUENT TO DATE OF POLICY (EXCEPT TO THE EX- TENT INSURANCE IS AFFORDED HEREIN AS TO ANY STATUTORY LIEN FOR LABOR OR MATERIAL OR THE EXTENT INSURANCE IS AFFORDED HEREIN AS TO ASSESSMENTS FOR STREET IMPROVEMENTS UNDER CONSTRUCTION OR COMPLETED AT DATE OF POLICY) 4 UNENFORCEABILITY OF THE LIEN OF THE INSURED MORTGAGE BECAUSE OF FAILURE OF THE INSURED AT DATE OF POLICY OR OF ANY SUBSEQUENT OWNER OF THE INDEBTEDNESS TO COMPLY WITH APPLICABLE "DOING BUSINESS" LAWS OF THE STATE IN WHICH THE LAND IS SITUATED CONDITIONS AND STIPULATIONS 1 DEFINITION OF TERMS provided the transferee is the parent or wholly defect, lien, encumbrance, or other matter insured The following terms when used in this owned subsidiary of the insured, and in favor of against by this policy policy mean any governmental agency or instrumentality which (b) The insured shall notify the Company acquires all or any part of the estate or interest promptly in writing (i) in case any action or pro- (a) "insured" the insured named in pursuant to a contract of insurance or guaranty ceeding is begun or defense or restraining order or Schedule A The term "insured" also includes (i) insuring or guaranteeing the indebtedness secured injunction is interposed as set forth in (a) above, the owner of the indebtedness secured by the in- by the insured mortgage, provided that the amount (ii) in case knowledge d shall come to an insure sured mortgage and each successor in ownership of of insurance hereunder after such acquisition, ex- hereunder of any claim shall title or interest which such indebtedness(reserving,however,all rights and clusive of costs,attorneys'fees and expenses which is adverse to the title to the estate or interest or the defenses as to any such successor who acquires the the Company may become obligated to pay, shall lien of the insured mortgage,as insured,and which indebtedness by operation of law as distinguished not exceed the least of might cause loss or damage for which the Company from purchase including, but not limited to,heirs, dlstr-hutees,devisees,survivors,personal representa- (I) the amount of insurance stated in may be liable by virtue of this policy,or(III) if title gn }ext of km or corporate or fiduciary succes- Schedule A, to the estate or interest or the lien of the insured mortgage, as insured, is rejected as unmarketable sore .at the Company would have had against the (ii) the amount of the unpaid princi- If such prompt notice shall not be given to the successor's transferor),and further includes(ii) any pal of the indebtedness as defined in paragraph 8 Company, then as to such insured all liability of governmental agency or instrumentality which is hereof, plus interest thereon, expenses of fore- the Company shall cease and terminate in regard to an insurer or guarantor under an insurance contract closure and amounts advanced to protect the lien the matter or matters for which such prompt or guaranty insuring or guaranteeing said indebted- of the insured mortgage and secured by said in- notice is required, provided, however, that failure ness, or any part thereof, whether named as an in- sured mortgage at the time of acquisition of to notify shall in no case prejudice the rights of sured herein or not, and (III)the parties designated such estate or interest in the land, or any such insured under this policy unless the in paragraph 2(a) of these Conditions and Stipu- lations (III) the amount paid by any govern- Company shall be prejudiced by such failure and mental agency or instrumentality, if such agency then only to the extent of such prejudice (b) "insured claimant" an insured or instrumentality is the insured claimant, in the (c) The Company shall have the right at claiming loss or damage hereunder acquisition of such estate or interest in satisfaction its own cost to institute and without undue delay (c) "knowledge" actual knowledge, of its insurance contract or guaranty prosecute any action or proceeding or d do any notconstructive knowledge or notice which may be other act which tits opinion may be necessary or imputed to an insured by reason of any public (b)CONTINUATION OF INSURANCE AF- odesirable ther ac to establish the title to the estate or records TER CONVEYANCE OF TITLE interest or the lien of the insured mortgage, as in- (d) "land" the land described, speci- The coverage of this policy shall continue sured, and the Company may take any appropriate fically or by reference in Schedule C,and improve- in force as of Date of Policy in favor of an insured action under the terms of this policy, whether or ments affixed thereto which by law constitute real so long as such insured retains an estate or interest not it shall be liable thereunder, and shall not property, provided,however,the term"land"does in the land, or holds an indebtedness secured by a thereby concede liability or waive any provision not include any property beyond the Imes of the purchase money mortgage given by a purchaser of this policy area specifically described or referred to in Schedule from such insured, or so long as such insured shall C, nor any right, title, interest, estate or easement have liability by reason of covenants of warranty (d) Whenever the Company shall have g made by such insured in any transfer or convey- brought any action or interposed a defense as re- in abutting streets, roads, avenues, alleys, lanes, ance of such estate or interest, provided,however, quired or permitted by the provisions of this policy, ways or waterways, but nothing herein shall mode this policy shall not continue in force �n favor of a any purchaser the Company may pursue any such litigation to or limit the extent to which a right of access to haser from such insured of either said final determination by a court of competent juris- estate or interest or the indebtedness secured by a and from the land is insured by this policy diction and expressly reserves the right, in its sole (e) "mortgage" mortgage, deed of purchase money mortgage given to such insured discretion, to appeal from any adverse judgment or trust, trust deed, or other security instrument order (f) "public records" those records 3 DEFENSE AND PROSECUTION OF AC- (e) In all cases where this policy permits which by law impart constructive nonce of matters TIONS — NOTICE OF CLAIM TO BE or requires the Company to prosecute or provide relating to said land GIVEN BY AN INSURED CLAIMANT for the defense of any action or proceeding,the in- (a) The Company, at its own cost and sured hereunder shall secure to the Company the 2 (a)CONTINUATION OF INSURANCE without undue delay, shall provide for the defense right to so prosecute or provide defense in such ac- AFTER ACQUISITION OF TITLE of an insured in all litigation consisting of actions tion or proceeding,and all appeals therein,and per- �hispolicy shall continue in force as of Date or proceedings commenced against such insured, mit the Company to use,at its option,the name of of F "icy in favor of an insured who acquires all or or defenses, restraining orders or injunctions inter- such insured for such purpose Whenever requested posed against a foreclosure of the insured mort- by the Company, such insured shall give the any part of the estate or interest in the land de gage or a defense interposed against an insured in Company all reasonable aid in any such action or convey in Schedule C by foreclosure,trustee's sale, an action to enforce a contract for a sale of the m_ proceeding, in effecting settlement, securing evi- conveyance in lieu of foreclosure, or other legal , dence, obtaining witnesses, or prosecuting or de- manner which discharges the lien of the insured debtedness secured by the insured mortgage, or a fending such action or proceeding,and the Company mortgage, and if the insured is a corporation, its sale of the estate or interest in said land,to the ex- shall reimburse such insured for any expense so transferee of the estate or interest so acquired, tent that such litigation is founded upon an alleged incurred, (Continued on inside back cover) CONDITIONS AND STIPULATIONS (C(11 ued from inside front cover) (c) When liability has been definitely fixed 10 SUBROGATION UPON PAYMENT OR SET- 4 Ie.JTICE OF LOSS — LIMITATION OF AC- in accordance with the conditions of this policy, TLEMENT TION the loss or damage shall be payable within 30 days Whenever the Company shall have settled a thereafter claim under this policy, all right of subrogation In addition the notices required under Para- shall vest in the Company unaffected by any act of graph ant n these damage Conditions and Stipulations, a is liable under e for 7 LIMITATION OF LIABILITY the insured claimant, except that the owner of the which it is claimed the Company s statement in writing of any loss indebtedness secured by the insured mortgage may this policy shall be furnished to the Company No claim shall arise or be maintainable under release or substitute the personal liability of any this policy(a)if the Company,after having received debtor or guarantor,or extend or otherwise modify within 90 days after such loss or damage shall have been determined and no right of action shall accrue notice of an alleged defect, lien or encumbrance the terms of payment, or release a portion of the b an insured claimant until a days after such insured against hereunder,by litigation or otherwise, --state or interest from the lien of the insured mort- statement shall have been furnished Failure to removes such defect, lien or encumbrance or es- gage,dn or release any collateral security for the in- furnish such statement of loss or damage shall tablishes the title, or the lien of the insured mort- debteess, provided such act occurs prior to terminate any Lability the Company under this gage, as insured, within a reasonable time after re- receipt by the insured of notice of any claim of Policy as to such loss or damage ceipt of such notice, (b) in the event of litigation title or interest adverse to the title to the estate or until there has been a final determination by a interest or the priority of the lien of the insured court of competent jurisdiction, and disposition mortgage and does not result in any loss of priority of all appeals therefrom, adverse to the title or of the lien of the insured mortgage The Company 5 OPTIONS TO PAY OR OTHERWISE SETTLE to the lien of the insured mortgage, as insured, as shall be subrogated to and be entitled to all rights CLAIMS provided in paragraph 3 hereof, or (c) for liability and remedies which such insured claimant would voluntarily assumed by an insured in settling any have had against any person or property in respect The Company shall have the option to pay or claim or suit without prior written consent of the to such claim had this policy not been issued,and otherwise settle for or in the name of an insured Company if requested by the Company,such insured claim- claimant any claim insured against or to terminate ant shall transfer to the Company all rights and all liability and obligations of the Company here- remedies against any person or property necessary under by paying or tendering payment of the 8 REDUCTION OF LIABILITY in order to perfect such right of subrogation and amount of insurance under this policy together any costs, attorneys' fees and expenses in_ (a) All payments under this policy, except shall permit the Company to use the name of such with within- curred u to the time such payment or tender of payments made for costs, attorneys' fees and ex- insured claimant in any transaction or litigation p p y menses, shall reduce the amount of the insurance volving such rights or remedies It the payment payment by the insured claimant and authorized pro tanto, provided, however, such payments, does not cover the loss of such insured claimant, by the Company In case loss or damage is claimed the Company shall be subro ated to such rights under this policyb an insured, the Company prior to the acquisition of title to said estate or 9 g is and y n p y interest as provided in paragraph 2(a) of these remedies in the proportion which said payment shall have the further option to purchase such in- debtedness for the amount owing thereon tog Conditions and Stipulations, shall not reduce pro bears to the amount of said loss,but such subroga- ether tion shall be in subordination to the insured mort- with all costs, attorneys' fees and expenses which tanto the amount of the insurance afforded here- gage If loss of priority should result from any act the Company is obligated hereunder to pay If the under except to the extent that such payments re- of such insured claimant, such act shall not void Company offers to purchase said indebtedness as duce the amount of the indebtedness secured by this policy, but the Company, in that event,shall he, provided, the owner of such indebtedness the insured mortgage be required to pay only that part of any losses in- sh. ansfer and assign said indebtedness and the payment in full by any person or voluntary sured against hereunder which shall exceed the mortgage and any collateral securing the same to the Company upon payment therefor as herein satisfaction or release of the insured mortgage amount, if any, lost to the Company by reason of provided shall terminate all Lability of the Company except the impairment of the right of subrogation as provided in paragraph 2(a) hereof 11 LIABILITY LIMITED TO THIS POLICY (b) The Lability of the Company shall not This instrument together with all endorsements 6 DETERMINATION AND PAYMENT OF LOSS be increased by additional principal indebtedness and other instruments, if any, attached hereto by created subsequent to Date of Policy, except as to the Company is the entire policy and contract be- (a) The liability of the Company under this amounts advanced to protect the lien of the in- tween the insured and the Company policy shall in no case exceed the least of sured mortgage and secured thereby Any claim of loss or damage, whether or not (1) the actual loss of the insured No payment shall be made without producing based on negligence, and which apses out of the claimant, or this policy for endorsement of such payment un- status of the lien of the insured mortgage or of the 60 the amount of insurance stated in less the policy be lost or destroyed, in which case title to the estate or interest covered hereby or any Schedule A, or, if applicable, the amount of insur- proof of loss or destruction shall be furnished to action asserting such claim, shall be restricted to ance as defined in paragraph 2(a) hereof, or the satisfaction of the Company the provisions and conditions and stipulations (w) the amount of the indebtedness of this policy secured by the insured mortgage as determined 9 LIABILITY NONCUMULATIVE No amendment of or endorsement to this policy . under paragraph 8 hereof, at the time the loss or can be made except by writing endorsed hereon or damage insured against hereunder occurs, together If the insured acquires title to the estate or attached hereto signed by either the President, a with interest thereon interest in satisfaction of the indebtedness secured Vice President, the Secretary, an Assistant Secre- by the insured mortgage, or any part thereof, it is tary, or validating officer or authorized signatory of the Company (b) The Company will pay, in addition to expressly understood that the amount of insurance any loss insured against by this policy,all costs im- under this policy shall be reduced by any amount 12. NOTICES,WHERE SENT posed upon an insured in litigation carried on by the Company may pay under any policy insuring a given the Company the Company for such insured, and all costs, mortgage hereafter executed by an insured which All notices required to be and any statement in writing required to be fur- attorneys' fees and expenses in litigation carried is acharge or lien on the estate or interest described nished the Company shall be addressed to it at its on by such insured with the written authorization or referred to in Schedule A, and the amount so main office at 421 North Main Street,Santa Ana, of the Company paid shall be deemed a payment under this policy California,or to the office which issued this policy P®hcY ®f I itle Insurance .� A M E Now r First American Title Insurance Company NATIONAL HEADQUARTERS 114 E FIFTH ST , SANTA ANA, CA 92701 • (714) 558-3211 Q S C A M E R j C ti 9 4 2 01. ALTA LOAN POLICY OR-1383838 SCHEDULE A TOTAL FEE FOR TITLE, EXAMINATION AND TITLE INSURANCE $5,750.00 AMOUNT OF INSURANCE: $4,600, 000.00 LOAN NO. (NONE SHOWN) DATE OF POLICY: JUNE 1Q, 1984 AT 8:00 A.M. 1 . NAME OF INSURED: FIRST INTERSTATE BANK OF CALIFORNIA, A CALIFORNIA BANKING CORPORATION, AS TRUSTEE. 2. THE ESTATE OR INTEREST REFERRED TO HEREIN, IS AT DATE OF POLICY VESTED IN: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. 3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE C. AND WHICH IS COVERED BY THIS POLICY IS: A FEE. 4. THE MORTGAGE, HEREIN REFERRED TO AS THE INSURED MORTGAGE, AND THE ASSIGNMENTS THEREOF, IF ANY, ARE DESCRIBED AS FOLLOWS: A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF $4,600,000. 00, RECORDED JUNE 19, 1924 AS INSTRUMENT NO. 84-251297 OF OFFICIAL RECORDS. DATED: MAY 1 , 1984. TRUSTOR: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY. BENEFICIARY: FIRST INTERSTATE BANK OF CALIFORNIA, A CALIFORNIA BANKING CORPORATION, AS TRUSTEE. PAGE 2 St Ah1ER ! c ALTA LOAN POLICY OR-1383838 SCHEDULE B PART I THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING: 1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1934-19557 A LIEN NOT YET PAYABLE. 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO CHAPTER 498 STATUTES. OF 19237 OF THE STATE OF CALIFORNIA. 3. COVENANTS, C►.7NDITIONS AND RESTRICTIONS COVERING THAT PORTION THEREOF LYING WITHIN THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 357 AS CONTAINED IN THE DEED FROM THE HUNTINGTON BEACH COMPANY, RECORDED MAY 21, 1913 IN BOOK 152, PAGE 198 OF DEEDS, BUT DELETING RESTRICTIONS BASED UPON COLOR, RACE, RELIGION OR NATIONAL ORIGIN. 4. ANY RESTRICTIONS COVERING THE FUTURE USE OF SAID LAND, AS DISCLOSED BY A "STATEMENT FOR A REDEVELOPMENT PROJECT" RECORDED OCTOBER 5, 1932 AS INSTRUMENT NO. 82-350907 OF OFFICIAL RECORDS, COVERING THE HEREIN DESCRIBED AND OTHER LAND. 5. AN EASEMENT ALONG THE SOUTHERLY PORTION OF TALBERT AVENUE FOR EITHER OR BOTH OVERHEAD OR UNDERGROUND ELECTRICAL DISTRIBUTION FACILITIES, AS DESCRIBED IN THE DEED TO SOUTHERN CALIFORNIA EDISON COMPANY RECORDED MARCH 27 1979 IN BOOK 130547 PAGE 1732 OF OFFICIAL RECORDS. 6. EASEMENTS ALONG THE SOUTH SIDE OF TALBERT ROAD FOR GAS DISTRIBUTION PIPES AND INCIDENT, THERETO, AS DESCRIBED IN THE AGREEMENT BY W. E. JOLLY AND OTHERS, AND THE SOUTHERN COUNTIES GAL, COMPANY OF CALIFORNIA, RECORDED MAY 31, 1950 IN BOOK 20207 PAGE SS OF OFFICIAL RECORDS. 7. A LEASE DATED MAY 17 19547 EXECUTED BY REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AS LESSOR, AND BY CITY OF HUNTINGTON BEACH, AS LESSEE, FOR THE PERIOD AND UPON THE TERMS, CONDITIONS AND COVENANTS THEREIN CONTAINED, RECORDED JUNE 19, 1954 AS INSTRUMENT NO. 34-251295 OF OFFICIAL RECORDS, REFERENCE BEING HEREBY MADE TO THE RECORD THEREOF FOR FULL PARTICULARS. PAGE 3 AhfERJ c ALTA LOAN POLICY OR �V S. AN ASSIGNMENT AGREEMENT DATED MAY 17 1984, EXECUTED BY THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH TO FIRST INTERSTATE HANK OF CALIFORNIA, AS TRUSTEE OF THE REDEVELOPMENT AGENCIES RIGHTS, UNDER THE LEASE SHOWN IN ITEM 7, RECORDED JUNE 19, 1984 AS INSTRUMENT NO. 84-251296 OF OFFICIAL RECORDS. PAGE 4 ¢S T A M E R ! c �1 9 2 ALTA LOAN POLICY OR-1383838 SCHEDULE B PART II IN ADDITION TO THE MATTER. SET FORTH IN PART I OF THIS SCHEDULE, THE TITLE TO THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN SCHEDULE C IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE 'SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERS ARE SUBORDINATE TO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST NONE. PAGE 5 QST ANiER1 c ALTA LOAN POLICY OR-138 838 R~ SCHEDULE C THE LAND REFERRED TO IN THIS POLICY I'3 SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE—HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS? AND PORTION'S OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOON; 1c), PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E9 THENCE ALONG THE WEST LINE OF SAID LOT NO. 17 SOUTH G 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 TRACT NO. 172; THENCE ALONG. SAID PARALLEL LINE, NORTH 89 DEGREES 0Q ' 30" EAST 90.44 FEET TO THE BEGINNING. OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET! THENCE SOUTHEASTERLY ALONG vAID CURVE, THROUGH A CENTRAL ANGLE OF SS DEGREES 27" 37", AN ARC DISTANCE OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET,* THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16", AN ARC DISTANCE OF 126.38 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 31 DEGREE': 4'P 01_i", AN ARC DISTANCE OF 111.06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID BLOCK Ae THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 87, 93, P9 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 89 DEGREE . 10' 26" EAST 44.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112, THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 0 DEGREES 4q' 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. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAPS! THENCE ALONG, SAID EAST LINE, SOUTH 0 DEGREES 44' 14" EAST 70.00 FEET TO A POINT BEING NORTH 0 DEGREES PAGE 6 SST A N1 E R ! C ALTA LOAN POLICY OR-1383838 44` 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D9 THENCE SOUTH 89 DEGREES 15 ' 46" WEST 89.36 FEET; THENCE NORTH 57 DEGREES 12" 51" WEST 146.93 FEET; THENCE NORTH 32 DEGREES 47 ' 0Q" EAST 112.00 FEET TO A LINE PARALLEL WITH AND 150.00 FEET WENT, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172 THENCE ALONG SAID PARALLEL LINE, NORTH 0 DEGREES 44" 14" WEST 225. 00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 89 DEGREE'S lo' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 0 DEGREES 44, 14" WEST ALONG SAID WEST LINE, 279.76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING, THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAIL LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. GTG:CLS PAGE 7 � Iw -LJ 2 2 m V I 7 � U T,4LBER,' AVENUE g g( T.4LBERT k U 64 , . 19 y 2Z5 50 . ( ' j TRACT y', [-7) 4/2 35 1 (( �'s� IQ r 7 d 3l 3� �3 s 25 c 7 15 o v `r v 3 4. i 5 3 3 �3; 136 n . r7 *H 6 3 63 n 14 ,/ 62 ,'r? i 22 3s 39 ti n ti /oeap 'Slr BLK''tG6OAG5 �S 55 `K�9 53 ' �54 t.9 5 (�, :� _ , s BLK 1 � 60 57 5 d 56 5' '4 '391 se �� e. ��2 �63 > n �3 <,v � � s3 86i 4 U U .bc I / 17 r r 'sv ?^ 24 oB �6v 41 ,- a �4� '47 ei G, 25 'e/ 2g ♦ I , �� _� 44 40 �hn Ed R' aq I 67 60 61 fi- h6 h I I - l6 �/ . 193 /. 95 I r6 a a„ 14 9. �^ �� ` 9 I7 19, 9 9 r of 2 97 99 9 d 3 F ' 7 1 I„3 /Pi /011 r 6 /0, ,.7l _ f, I � I l5, ' ' •J 6 I..d .v �120 I,,6 4/7 :,/b I19 2- 5 tl6_ I/ "2' 3 /25 /2s Ill! �/'2 �/23 I 1i_1 I r I I f I/24 H/ I/2d /'S '/30 ;a/ 13 '/33 �h. �1� /'6 /57 1Td 13 �/34 135 ,/36 37 �33 _ �133 _i134_ _�/ Ri-oolvooLE 1.1 3/ /JO 1/ �/� �,3 7� 40_ I/J2 I/13 70 h I/4 I i i I i I I _ S ft6 '3' ' ------- ----------- 'a� ,-,9 /��' „ MF Uj o m O s cD N N T ' N N U > • ° a O T y � _ ° rn R 00 i r INVESTMENT AGREEMENT This Investment Agreement (hereinafter "Agreement") , dated as of June 19, 1984 by and between First Interstate Bank of California (the "Trustee") , a state bank organized and existing under the laws of the State of California, and Golden State Sanwa Bank, a state bank organized and existing under the laws of the State of California. WITNESSETH: WHEREAS, the Redevelopment Agency of the City of Huntington Beach, California (the "Issuer") executed and delivered the Trust Agreement (the"Agreement") , securing the issuance of its $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) for the purpose of providing funds for the construction of a multi family rental housing facility located in the City of Huntington Beach, California; and WHEREAS, the Issuer pursuant to the Trust Agreement has directed the Trustee to invest under this Agreement certain moneys held by the Trustee under the Trust Agreement (which moneys to be invested hereunder are hereinafter referred to as the "Invested Funds") as provided in this Agreement. WHEREAS, The Sanwa Bank, Limited, a bank organized and existing under the laws of Japan shall guarantee all obligations of the Bank under this Agreement pursuant to the Guaranty attached to this Agreement. NOW, THEREFORE, in consideration of the foregoing and of mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1 On or after June 20, 1984 this Agreement and all moneys in any Fund or Account established by the Trust Agreement received by the Trustee shall constitute part of the assets pledged to secure payment of the Bonds under the Trust Agreement, and such proceeds shall be applied as provided in the Trust Agreement. The obligation of the Bank under this Agreement to pay interest at the rate provided herein on Invested Funds and to disburse such Invested Funds, including interest thereon, to the Trustee upon reasonable notice, shall continue notwithstanding the timing of the receipt of interest _ on any investment of the Invested Funds by the Bank and notwithstanding any default or delay in payment of interest on or principal of such investment. SECTION 2 Upon reasonable notice, in writing, ( not more than ten (10) days, nor less than five (5) days) by the Trustee, the Bank agrees to remit in immediately available funds to the Trustee the Invested Funds in amounts designated by the Trustee necessary for the construction of the project and the redemption of Certificates and/or payment of debt service, or any other use permitted by the Trust Agreement (with respect to the Construction Fund not sooner nor in amounts greater than those in Exhibit A) ; provided, however, that any amount remitted to the Trustee may be redeposited by the Trustee under this Agreement. The Bank agrees to provide to the Trustee a rate of return on the Invested Funds during the times they are held by the Bank until the date on which this Agreement terminates in accordance with Section 3 of this Agreement at the following rate: 10.25% per annum for Invested Funds held in the Construction Fund; 8.50% per annum for Invested Funds held in the Lease Payment Reserve Fund; 11 .00% per annum for Invested Funds held in the Interest Reserve Fund; 10.50% per annum for Invested Funds held in the Lease Payment Fund for the December 1 , 1984 interest payment on the Certificates; 11 .25% per annum for Invested Funds held in the Lease Payment Fund for the June 1 , 1985 interest payment on the Certificates and 8.500% per annum for Invested Funds held in any other Fund or Account established by the Trust Agreement. Such return shall be compounded semiannually on the basis of a 365-day year and shall be credited by Bank to the Trustee, included in Invested Funds and reinvested under the Agreement (at the aforementioned rates) semiannually on the day prior to each interest payment date established by the Trust Agreement for the Certificates (such interest payment dates being June 1 and December 1 of each ,year) and notice of such crediting shall be given by the Bank to the Trustee by 12:00 noon ( California time) on the date of such crediting by telephone (followed within two business days by written confirmation) . By 12:00 noon (California time) on the date thirty ( 30) days prior to each interest payment date for the Certificates (as above described) , and at any other time upon request by the Trustee, the Bank shall report to the Trustee by telephone (followed within two business days by written confirmation) the amount of any interest accrued but not then credited to the Invested Funds. Notwithstanding anything to the contrary contained herein, the Trustee shall be entitled to cause the Bank to remit Invested Funds to the Trustee in such amounts and at such times as necessary in the opinion of nationally recognized bond counsel provided to Bank by the Trustee to preserve or protect the exemption of interest on the Bonds from federal income taxation or otherwise to comply with the terms and conditions of the Trust Agreement, SECTION 3 This Agreement shall terminate on October 18, 1994, or when the Trust Agreement is discharged, which ever is earlier. At such time all Invested Funds not previously remitted to the Trustee, together with all accrued and _ unpaid earnings calculated as provided in this Agreement, shall be paid to the Trustee in immediately available funds. SECTION 4 No failure or delay on the part of the Bank or the Trustee in exercising any right or remedy hereunder shall operate as waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy. The rights and remedies of the Bank or the Trustee hereunder are cumulative and are not exclusive of any rights or remedies provided by law or in any other contract between the Trustee and the Bank. Bone of the terms or provisions of the Agreement may be waived, modified or amended, except in writing duly signed by the Bank and the Trustee. SECTION 5 This Agreement shall be binding upon the Trustee and the Bank and upon their successors. SECTION 6 The Bank and the Trustee mutually represent and warrant to each other that this Agreement constitutes a valid and binding Agreement of the Bank and the Trustee and that neither the execution and delivery of the Agreement nor the performance of the obligations by the Bank or the Trustee under this Agreement will violate any federal or state law or any order, decree, license, permit or the like which is applicable to the Bank and/or the Trustee or will cause any default by the Bank or the Trustee under any other agreement to which the Bank or the Trustee is a part. In the event this Agreement shall become unenforceable by operation of law, the rights and obligations shall terminate and the parties hereto agree to mitigate losses and damages to the other party. Section 7 The Bank consents to be named in the Official Statement relating to the Certificates as a party to this Agreement. The Trustee hereby acknowledges that the Bank has assumed no responsibility for, and shall not be held responsible for the validity of the Certificates as for the adequacy or completeness of any statement made in such Official Statement other than information regarding the Bank and furnished in writing by the Bank. SECTION 8 All notices pursuant to the Agreement shall be in writing, be effective on receipt thereof and shall either be delivered or mailed by certified or registered mail , return receipt requested, postage prepaid to the attention of the persons listed below and to the party intended as the recipient thereof at the address of such party set forth below, or at such other address or to the attention of such other person as such party shall have designated for such purpose in a written notice complying as to delivery with the terms of this paragraph® The Bank: Golden State Sanwa Bank Financial Services Division 9000 East Valley Boulevard - Rosemead, Ca 91770 The Trustee: First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Attention: Trust Department • SECTION 9 Nothing expressed or implied herein is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto, any right, remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto or their successors. SECTION 10 This Agreement shall be governed by and construed in accordance with the laws of the State of California. SECTION 11 This Agreement may be executed in one or more counterparts and when party hereto has executed at least one counterpart, this Agreement shall become binding on all parties and such counterparts shall be deemed to be one and the same documents. SECTION 12 The Bank may designate another bank or other financial institution to perform its obligations hereunder, but in any such case the Bank shall remain liable for the performance by its designee of all such obligations. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers on June 19,1984. FIRST INTERSTATE BANK OF CALIFORNIA Trustee By: '-�AZ "" Name: SE ,--(. ue/pS Title: #Sf;r, GOLDEN STATE SANWA BANK Bank By Name: E.A. Slagosk Title: Executive V' President EXHIBIT "A" CONSTRUCTION DRAW SCHEDULE Date Amount July 15, 1984 $ 563,607.82 August 15, 1984 780,627.00 September 15, 1984 1,450,792.00 October 15, 1984 506,100.00 November 15, 1984 272,854.00 GUARANTY WHEREAS, First Interstate Bank of California desires to enter into an Investment Agreement with Golden State Sanwa Bank to be dated June 19, 1984 (the "Investment Agreement") providing for the investment of funds emi nat i ng from the issuance by the Redevelopment Agency of the City of Huntington Beach of its Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the amount of $4,600,000 for the purpose of providing funds for the construction of a multi family residential housing facility located in the City of Huntington Beach, California; WHEREAS, First Interstate Bank of California desires the guaranty of The Sanwa Bank, Limited of all obligations of Golden State Sanwa Bank under the Investment Agreement in order to induce it to enter into such Investment Agreement; and NOW, THEREFORE, in order to induce First Interstate Bank of California to enter into the Investment Agreement with Golden State Sanwa Bank, The Sanwa Bank, Limited hereby unconditionally and irrevocabaly guarantees the full performance of Golden State Sanwa Bank of all the obligations of Golden State Sanwa Bank under the Investment Agreement. This Guaranty was executed in Califoria and shall be governed by the laws of that state. THE SANWA BANK, LIMITED A bank organized and existing under the laws of Japan By Title Deputy General Manager 2315F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CITY INCUMBENCY AND SIGNATURE CERTIFICATE The undersigned hereby state and certify: (i ) that we are the duly appointed, qualified and acting Mayor, City Administrator and City Clerk of the City of Huntington Beach, California (the "City") , and as such, we are familiar with the facts herein certified and are authorized to certify the same, (ii ) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected, qualifed and acting members of the City Council of the City, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names: Date of Date of Beginning of Ending of Member Current Term Current Term Jack Kelly April , 1980 November, 1984 John Thomas April , 1982 November, 1986 Ron Pattinson April , 1980 November, 1984 Ruth Finley April , 1980 November, 1984 Ruth Bailey April , 1982 November, 1986 Robert P. Mandic, Jr. April , 1982 November, 1986 Don MacAllister April , 1982 November, 1986 (iii ) that the signatures set forth opposite the names of the following persons are the true and correct specimens of their genuine signatures. Name nat re Jack Kelly, Mayor Alicia M. Wentworth, City Clerk , Charles W. Thompson, City Administrator (iv) that the Lease Agreement, dated as of May 1 , 1984, by and between the Redevelopment Agency of the City of Huntington Beach and the City bears the manual signatures of the within—named Mayor, City Administrator and City Clerk, and that the seal of the City is impressed thereon and hereon Dated: June 19, 1984 iz Mayor, Ci H ntingt c r C t A -mini stralinr , City off Huntington Beach (SEAL) City Clerk, City o, Huntington Beach 2 2470F JHHW:SSW 06/13/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE AS TO ARBITRAGE I , the undersigned Chief Executive Officer of the City of Huntington Beach, California, (the "City") , being the person duly charged, with others , with the responsibility for the execution and delivery on behalf of the City of the Lease Agreement, dated as of May 1 , 1984 (the "Agreement") , by and between the Redevelopment Agency of the City of Huntington Beach (the "Lessor") and the City, which Agreement is being delivered this day, HEREBY CERTIFY that: 1 . The Agreement is executed and delivered under and pursuant to the laws of the State of California to enable the City to lease certain multifamily and related facilities and property (the "Project") to be used for the governmental and proprietary purposes of the City. Pursuant to the Agreement, the City agrees to lease the Project from the Lessor for a total principal cost of $4,600,000 and the Lessor agrees to lease_ the--Project- to the City. In consideration of such sale, the City agrees to make monthly lease payments (the "Lease Payments") to the Lessor or its assignee, which Lease Payments include an interest component. 2. On the basis of the facts , estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Agreement and the proceeds thereof: (a) Under the Agreement, the Lessor is required to deposit, or cause to be deposited on its behalf, with First Interestate Bank of California, as Trustee (the "Trustee") $4,600,000, plus an amount representing interest to the date of delivery of the Agreement and less discount on the sale of certificates of participation. (See subparagraph (b) below. ) (b) The Lessor has assigned its rights to receive Lease Payments to the Trustee and pursuant to the Trust Agreement dated as of May 1 , 1984, the Trustee has agreed to prepare and deliver to the purchasers thereof certificates of participation (the "Certificates") evidencing a proportionate interest of the owners thereof in the Lease Payments to be made by the City. Amounts received from the sale of the Certificates will be deposited by the Trustee in the respective Funds and in the respective amounts set forth in paragraph 4 below. (c) The net proceeds fror the sale of the Certificates , including accrued interest, will be $4 , 495,350. Of said amount, $437,000.00 representing interest accrued Irom June 1 , 1984 to the date hereof and the interest component of Lease Payments from the date hereof to June 1 , 1985, will be deposited in the Lease Payment Fund; $194,222.22 will be deposited in the Interest Reserve Fund to be held to secure timely payment of the Lease Payments; $36,416 67 will be deposited in the Lease Payment Reserve Fund; the amount of $46,000 will be deposited in a special fund established for payment of the letter of credit; and the remaining $3,781 ,711 11 will be deposited in the Construction Fund to be used to pay construction costs , engineering fees and expenses , and other costs and expenses associated with the Project and the entering into by the City of the Agreement. The aforesaid net proceeds of the sale of the Certificates, together with investment earnings thereon, less issuance costs , will not exceed the amount necessary for the governmental purposes of the Agreement, namely, the amount necessary to pay construction costs of the Project, the initial letter of credit fee and the interest component of Lease Payments during the construction period and the amount necessary to fund reasonably required reserves. (d) Pursuant to the terms of the Agreement, the Lessor will undertake acquisition and construction of the Project. Construction and related costs will be disbursed by the Trustee from the Construction Fund. The Lessor has awarded a contract relating to construction of a major portion of the Project, which contracts substantially exceed $100,000 and which contract bind the Lessor to proceed with the construction of the Project on behalf of the Lessor. Construction will proceed with due diligence to completion, and completion is expected by June 1 , 1985. It is expected that the proceeds of the Certificates deposited in the Construction Fund and investment earnings thereon will be fully expended prior to said date. Amounts deposited in the Construction Fund will be invested without regard to yield limitations for the period of time necessary to complete the Project but not to exceed three (3) years. (e) Amounts deposited in the special fund established for the letter of credit will be expended for the letter of credit fee payable on June 1 , 1985, and on said date said fund will be depleted. Amounts deposited in said special fund, if invested, will be invested without yield limitations (f) The decision to date the Agreement and the Certificates was dictated solely by the schedule of required construction disbursements. Due diligence will be exercised in the expenditure of proceeds of the Certificates . 2 (g) The amount deposited in the Interest Reserve Fund ($194,222.22) represents 160 days of th, interest component of Lease Payments, and the amount deposited in the Lease Payment Reserve Fund ($36,416.67) represents maximum monthly Lease Payments payable by the City under the Agreement. Said deposits were required by the issuer of the letter of credit and in the opinion of the City are reasonably required in order to assure timely payment of Lease Payments and to assure sale of the Certificates at rates reflecting the lowest Lease Payment schedule available to the City in the present market. Amounts deposited in said Reserve Funds will at no time exceed either maximum annual Lease Payments or 125 percent of average annual Lease Payments or 15 percent of the net proceeds of the sale of the Certificates. Said amounts will be invested without yield limitations . (h) Lease Payments will be paid by the City from Revenues, consisting primarily of amounts derived from the Project. Revenues will be deposited in the Special Fund and monthly an amount equal to one-sixth of semiannual Lease Payments will be transferred to the Lease Payment Fund and will be used by the Trustee to make semiannual payments due with respect to the Certificates. The Special Fund, the Lease Payment Fund and the Letter of Credit Account within the Lease Payment Fund are being established primarily to achieve a proper matching of revenues and payments due with respect to the Certificates in each year. Moneys deposited in the said Funds and Account will be depleted at least once a year except for a reasonable carryover amount not to exceed one year' s earnings on said respective Funds and Account, and all moneys deposited in such Funds and Account will be spent within a thirteen month period beginning on the date of deposit. Amounts said Funds and Account will be invested without regard to yield limitations. (1 ) No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement funds) which are otherwise available to be used as a source of financing for any part of the cost of the Project or for Lease Payments and which have been or will be used to acquire directly or indirectly securities producing a yield in excess of the yield of the Agreement or the Certificates. (k) Net proceeds of insurance and condemnation not used for repair or replacement of the Project will be used for prepayment of Lease Payments and redemption of the Certificates. Moneys and net proceeds of insurance and condemnation deposited in the Insurance and Condemnation Fund will , at such time as such moneys and net proceeds are not reasonably expected to be used for repair or replacement of the Project, be depleted annually except for a reasonable carryover amount not to exceed one year' s interest earnings on said Fund Moneys and net proceeds in said Fund will be invested without regard to yield limitations. 3 3 The City has not received notice that its Certificate as to Arbitrage may not be relied upon with respect to its obligations nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts , estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of June, 1984 Chief Execu ive Offfcer, City of Huntington Beach 4 STONE & YOUNGBERG MEMBERS PACIFIC STOCK EXCHANGE June 19, 1984 City of Huntington Beach $4, 600, 000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) As the purchaser of the above-referenced Certificates, we confirm our advice to you that: 1. The sizes of the Lease Payment Reserve Fund and the Interest Reserve Fund were designed to assure the marketability of the Certificates by enabling the Certificates to receive a rating of Aaa from Moody' s Investors Service. 2 . The Certificates have been reoffered at a price equal to 1000 of their principal amount by us (or by dealers to whom we sold Certificates) to the general public (i.e. , persons other than bond houses and brokers or similar persons or organizations acting in the capacity of under- writers or wholesalers) and that a substantial amount of the Certificates was sold at such price. 3. The Investment Agreement as defined in the Trust Agreement provides the most favorable rates for the investment of funds under the Trust Agreement that could be obtained given due consideration to the requirements of the Trust Agreement with regard to the quality, of investments and the need to invest all such funds until required to be used. Very truly yours , STONE & YOUNGBERG KIDDER, PEABODY & CO. t By St ne & You gb rg ONE CALIFORNIA STREET SAN FRANCISCO,CALIFORNIA 94111 (415)981-1314 EXHIBIT A to the CONTRACT OF PURCHASE t CITY LETTER OF REPRESENTATION May 31 , 1984 Stone & Youngberg s Kidder, Peabody & Co. - Incorporated c/o Stone & Youngberg One California Street Suite 2800 San Francisco, California 94137 Redevelopment Agency of the City or Huntington Beach 2000 `!ain Street Huntington Beach, California 92648 First Interstate Bank of California 707 Wilshire Boulevard Los Anqeies, California 9001; Ladies/Gentlemen: The City of Huntington Beach, California (the "City") , and the Redevelopment Agency of the City of Huntington Beach, Huntington Beach, California, (the "Agency" ) propose to enter into a lease to be dated as of May 1 , 1984 (the "Lease") . Pursuant to a Contract of Purchase, dated May 31 , 1984 (the "Contract of Purchase") , between Stone & Youngberg and Kidder, Peabody & Co. , Incorporated, as Underwriters (the "Underwriters") , the City, the Agency and First Interstate Bank of California, a California banking corporation (the "Trustee" ) the Trustee will execute and deliver $4 , 600, 000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizen Housing Project) (the "Certificates") , each evidencing proportional interests of the holders thereof in Lease Payments to be paid by the City as the rental of the Project, as defined in the Trust Agreement, pursuant to the Lease (hereinafter mentioned) . A-1 The payments under the Lease are to be pledged to secure the pay~ =nt of the Certificates. Pursuant to the Assignment Agreement (the "Assignment" ) dated as of May 1, 1984 between the Agency and the Trustee, the Agency has assigned its right to receive all Lease Payments under the Lease to the Trustee. The Certificates are limited obligations of the City payable solely from Revenues (as such term is defined in the Trust Agreement) . The Certificates will be executed and delivered pursuant to a Trust Agreement dated as of May 1 , 1984 executed by and between the Citv, the Agencv and the Trustee (the "Trust Agreement") . The Certificates are secured by the Lease : Payments, a Deed of Trust, Assignment of Rents and Security Agreement, entered into by the"Agency, and the Trustee named therein, as beneficiary, dated as of May 1 , 1984 (the "Deed of Trust") which grants a first lien on and a security interest in the Proiect and by a Letter of Credit (the "Letter of Credit" ) , dated June 19 , 1984 , issued bv_ Golden State Sanwa Bank (tne "Bank" ) pursuant to a Letter of Credit and Reimbursement Aqreement (tne "Reimbursement Agreement" ) , dated as of ray 1 , 198,4 , between the Citv and the Bank. The Trustee is autnorized to draw on the Letter of Credit an amount up to S4 , 600 , 000 to pay the principal of the Certificates. The Letter of Credit is being confirmed by The Sanwa Ban-,, Limited (the "Confirming Bank" ) . The Bank is a wholly owned subsidiary of the Confirming Banx. In order to induce you to enter into the Contract of Purchase and the Agency Letter of Representation and to make the offering and sale of the Certificates therein contemplated, the City hereby represents , warrants, covenants and agrees with you as follows: (a) both at the date hereof and at the date of Closing, the statements and information contained in the Official Statement relating to the City, its functions, duties and responsibilities are and will be true, correct and complete in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation or agreement shall apply to statements or information in or omissions from the Official Statement dated May 17 , 1984 (the "Official Statement") relating to the Certificates with respect to which the Agency agrees to indemnify the Underwriters pursuant to the Agency Letter of Representation; A-2 (b) the City Ls and will be at the date of Closing a municipai corporation duly organized and existing under its charter, the Constitution and laws of the State of California with the full power and authority to enter into the Lease, the Reimbursement ' Agreement , the Contract of Purchase, the City Letter of Representation and the Trust Agreement; (c) by official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement dated Mav 14 , 1984 (the "Preliminarw Official Statement") relating to the Certificates, and the distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Trust Agreement, the Lease, the Reimbursement Agreement and this City Letter of Representation and the consummation by it of all other transactions contemplated by the Official Statement and the Contract of Purcnase; (d) the execution ana delivery of the Trust Agreement, the Lease , the Reimbursement Agreement and this Citv Letter of Representation and approval and execution of the Official Statement, the Contract of Purcnase and zhe Agency Letter of Representation and compliance with the provisions on the City ' s part contained therein, will not conflict with or constitute a breach of or de�ault under any law, administrative regulation, Dudgment, decree, loan agreement, indenture , bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subDect, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Agreement, the Lease, the Reimbursement Agreement and the Deed of Trust; (e) the City is not in breach of or default under its charter, any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is A-3 otherwise subDect, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; f (f) there is no action, suit, proceeding, inquiry 9 or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the City affecting the existence of the City or the titles of its officers to their respective offices or seeking to prohibit, restrain or enDoin the execution or delivery of the a Certificates or the collection of revenues pledged or to be pledged to pay the ,principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, the Certificates , the Lease , the Contract of Purchase, the Reimbursement Agreement, the Aaencv Letter of Representation and this City Letter cf Representation or contesting the powers of the Cit• cr its authority to enter into, adopt or perform its obligations under any of the foregoing, including, but rot limited to , the consummation of the transactions relating to the ProDect as described in the Official Statement, or contesting in any way the comtleteness or accuracy of the Preliminary Official Statement or the Official Statement, or anv amendment or supplement thereto, wherein an unfavorable decision, ruling cr finding would materially adversely affect the validity cr enforceability of the Certificates , the Legal Documents, as defined in the Contract of Purchase, this City Letter of Representation or the Contract of Purchase; (g) the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (1) to qualify the Certificates for offer and sale under the Blue Skv or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Certificates; (h) if between the date of this Contract of Purchase and the date of the Closing an event occurs, A-4 of which the Ci I has knowledge, which might or would cause the information relating to the City, its functions, duties and responsibilities contained in the Official Statement, as then supplemented or amended, to contain an untrue statement Of' a material fact or to t omit to state a material fact required to be stated ` therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Underwriters , and if in the opinion of the Underwriters , such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriters, provided all expenses thereby incurred will be paid for by the City; (1) if the information relating to the City, its functicns , duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the irjnediately preceding subparagrapn, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such su,oparagrapn) at all times subsequent thereto up tc and including the date of the Closing, the portions of the O==icial Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material -fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; and (3 ) the City covenants that it will take no action and will cause no action to be taken that would cause the interest on the Certificates to be sub3ect to Federal income taxation. The representations, warranties, covenants and agreements contained herein shall survive the Closing as defined in the Contract of Purchase and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters described in or related to the transactions contemplated hereby and by the Contract or Purchase, the Official Statement and the Legal Documents. This City Letter of Representation shall be binding upon and inure solely to the benefit of you, the Trustee and A-5 the Agency and, to th4e extent _, et forth herein , per-,ons controlling any of you, and their respective rersenal representatives , successors and assigns , and no other person or firm shall acquire or have any right under or by virtue of this City Letter of Representation. No recourse under or upontany obligation, covenant or agreement c^ntained in this City setter of Representation shall be had aaa7nst any officer or director of the City as individuals , Pxcept as caused by their bad faith. Very tru rs , CITY 0 HUNTI.' TC ' BE C , s CALIFO By r or Approved as ro _fcrm: J'- 314,W I-'Li' A:tornev ATT7S7 '._it" C'_erx Accepted and confirmed as of the date first above written. STONE & ;.'CL:NGBERG KIDDER, PEABODY & CO. Incorporated By STONE & YOUtiGBERG BY Partner A-6 2318F JHHW.SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners # Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH OFFICERS' CERTIFICATE OF CITY "* The undersigned hereby state and certify: (i ) that we are the duly appointed, qualified and acting City Administrator and City Clerk of the City of Huntington Beach, a municipal corporation and chartered city duly organized and existing under the Constitution and the laws of the State of California (the "City") and as such, we are familiar with the facts herein certified and are authorized and qualified to certify the same; (ii ) that the resolution entitled "Resolution of the City Council of the City of Huntington Beach Authorizing and Directing Execution of Lease Agreement, Assignment Agreement, Trust Agreement, Reimbursement Agreement, Approving Form of Official Statement and Sale of Certificates of Participation with Respect to Multifamily Housing Facilities (Emerald Cove Senior Citizens Housing Project) , and Approving Related Documents and Official Action" , duly adopted by the City Council of the City on May 31 , 1984, has not been amended, modified, supplemented or repealed and is in full force and effect as of the date hereof, (iii ) that the City has duly authorized the execution, delivery and performance of the following agreements (herein collectively the "Agreements") . (a) Lease Agreement, dated as of May 1 , 1984 (the "Lease Agreement") , by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City, (b) Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, as trustee , (the "Trustee") , the Agency and City, (c) Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement") , dated as of May 1 , 1984, by and between the City and Golden State Sanwa Bank (the "Bank") , and (d) Contract of Purchase, dated May 31 , 1984 (the "Contract of Purchase") , by and among Stone & Youngberg (the "Underwriter") , the Trustee, the City and the Agency; (iv) that there are no easements , rights of way, mineral sights, drilling rights and other rights , reservations, covenants , conditions or restrictions which exist of record as of the date hereof which would materially impair the use of the Site for the Project, as the terms "Site" and "Project" are defined in the Lease Agreement; (v) that, to the best of our knowledge, there is no action, suit, proceeding or investigation pending or threatened against the City (a) to restrain or enjoin the collection of revenues pledged under the Lease Agreement or the delivery of any of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) executed and delivered pursuant to the Trust Agreement (the "Certificates") , (b) in any way contesting the validity of the Certificates, the Agreements or the letter of representation of the City delivered pursuant to the Contract of Purchase (the "Letter of Representation") , or the authority of the City to enter into the Agreements or the Letter of Representation, or (c) in any way contesting the powers of the City in connection with any action contemplated by the Contract of Purchase; (vi ) that the representations and warranties of the City contained in Section 3. 1 of the Reimbursement Agreement, in the Contract of Purchase and in the Letter of Representation are true and correct as of the date hereof as though made on and as of the date hereof; and (vii ) that no event has occurred and is continuing, or would result from the issuance of the Letter of Credit pursuant to the Reimbursement Agreement, which constitutes an Event of Default under Section 6. 1 of the Reimbursement Agreement or would constitute an Event of Default under said Section but for the requirement that notice be given or time elapse or both Dated: June 19, 1984 Cit i Ki s tra4f or, City of Huntington Beach City Clerk, City of Huntington Beach 2 CERTIFICATE OF INSURANCE NO. 150 Certificate issued to Name and address of Insured CITY OF HUNTINGTON BEACH THE WILLIAM LYON COMPANY 2000 MAIN STREET 19 CORPORATE PLAZA HUNTINGTON BEACH, CA 92648 NEWPORT BEACH, CA 92660 ATTN: STEVEN KOHLER, RE—DEVELOPMENT AGENCY Perils insured against $ 1,000 deductible, applying to [� Fire and Lightning ❑ Sprinkler Leakage ALL PERILS [ Extended Coverage ALL RISK SUBJECT TO [ Vandalism & Malicious Mischief ❑ STATED EXCLUSION Location of property covered �1) EMERALD COVE, HUNTINGTON BEACH (3) (4) Policy Insurer Term Coverage & Amount of Number From To Locations Insurance 2025-00— EMPLOYERS OF WAUSAU 11/12/82 11/12/85 1 $3,500,000.00 053371 Legend SP—Specific insurance B —Building(s) 1—Location #1 BL—Blanket insurance BE—Building(s) & Equipment 2—Location #2 R —Reporting form—amount of ins E —Equipment 3—Location #3 shown is limit of liability for all ES —Equipment & Stock 4—Location #4 contributing insurance S —Stock A—All locations ❑ Mortgagee Clause (requires 10 day written notice of cancellation to mortgagee) E� Lenders Loss Payable Endorsement (policy continues in force 10 days after written notice of cancellation is received by lender) 438 BFU NS ATTACHED ❑ Other payee clause (copy attached to this Certificate) Policies contain clause indicated above Loss, if any, payable to the party to whom this Certificate is issued, unless otherwise noted below The following is provided pursuant to California Insurance Code Section 384 "This certificate or verification of insurance is not an insur- ance policy and does not amend, extend or alter the coverage afforded by the policies listed herein Notwithstanding any requirement term or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain,the insurance afforded by the oohcies described herein is subject to all the terms,exclusions and conditions of such policies" I certify that the above described policies exist and cover only in accordance with the policy terms 6�Z �,L-_ PRESIDENT 05/18/84 ATURE) (TITLE) (DATE) FRANK B. HALL & CO., ORANGE COUNTY DIV., P.O. BOX 8050, COSTA MESA, CA 92626 (FIRM AND ADDRESS) t B.l. FORK Form 438BFU NS , (Rev. May 1. 1942)x LENDER'S LOSS PAYABLE ENDORSEMENT 1. Las or damage,if any,under this policy, shall be paid to the Payee named on the first page of this policy,its successors and assigns, hereviafter referred to as "the Lender", ui Whatever form or capacity its interests may appear and whether said interest be vested in said Lender in its individual or m its disclosed or undisclosed fiduciary or representative capacity,or otherwise,or vested is a nominee or trustee of said Lender. 2. The insurance under this policy, or any rider or endorsement attached thereto,as to the interest only of the Lender,its succes- sors and assigns, shall not be imalidatd nor suspended (a) by any error, omission. or change respecting the ownership, descriptions, possession,or location of the subject of the insurance or the interest therein,or the title thereto, (b) by the commencement of foreclosure proceedings or the giving of notice of sale of any of the property covered by this policy by virtue of any mortgage or trust deed, (c) by any breach of warrant),act,om:snon,neglect,or non-compliance with any of the provisions of this policy,including any and all riders now or hereafter attached thereto,by the named insured, the borrower,mortgagor,trustor, vendee, owner, tenant, warehouseman,cus- todian,occupant,or by the agents of either or any of them or by the happening of any event permitted by them or either of them,or their agents,or which they failed to prevent,%%nether occurring before or after the attachment of this endorsement,or whether before or after a loss, which under the provisions of this policy of insurance or of any rider or endorsement attached thereto would invalidate or sus- pend the insurance as to the named insured, excluding herefrom,however,any acts or omissions of the Lender while exercising active control and management of the property. 3. In the event of failure of the insured to pay any premium or additional premium which shall be or become due under the terms of this policy or on account of any change in occupancy or increase in hazard not permitted by this policy, this Company agrees to give written notice to the Lender of such non-payment of premium after sixty (60) days from and within one hundred and twenty (120) days after due date of such premium and it is a condition of the continuance of the rights of the Lender hereunder that the Lender when so notified in writing by this Company of the failure of the insured to pay such premium shalt pay or cause to be paid the premium due within ten(10) days following receipt of the Company's demand in writing therefor If the Lender shall decline to pay said premium or additional premium,the rights of the Lender under this Lenders Loss Payable Endorsement shall not be terminated before ten (10) days after receipt of said written notice by the Lender. 4. Whenever this Company shall pay to the Lender any sum for loss or damage under this policy and shall claim that as to the insured no liability therefor exists, this Company,at its option, may pay to the Lender the whole principal sum and interest and other indebtedness due or to become due from the insured, whether secured or unsecured. (with refund of all interest not accrued). and this Company,to the extent of such payment, shall thereupon receive a full assignment and transfer, without recourse, of the debt and ail rights and securities held as collateral thereto. S. If there be any other insurance upon the-a ithin described property,this Company shall be liable under this policy as to the loender for the proportion of such loss or damage that the sum hereby insured bears to the entire insurance of similar character on said property under policies held by,payable to and expressly consented to by the Lender Any Contribution Clause included in any Fallen Building Clause Waiver or any Extended Coverage Endorsement attached to this contract of insurance is hereby nullified,and also any Contn'bu- tion Clause in any other endorsement or rider attached to this contract of insurance is hereby nullified except Contribution Clauses for the compliance with which the insured has receivd reduction in the rate charged or has received extension of the coverage to include hazards other than fire and compliance with such Contribution Clause is made a part of the consideration for insuring such other hazards. The Lender upon the payment to it of the full amount of its claim,will subrogate this Company (pro rats with all other insurers con- tributing to said payment) to all of the Lender's rights of contribution wider said other insurance. 6. This Company reserves the right to cancel this policy at any time. as provided by its terms, but in such case this policy shall continue in force for the benefit of the Lender for ten (10) days after written notice of such cancellation is received by the Lender and shall then cease- s. This policy shall remain in full force and effect as to the interest of the Lender for a period of ten (10) days after its expiration unless an acceptable policy in renewal thereof with loss thereunder payable to the Lender in accordance with the terms of this Leader's Loss Payable Endorsement. shall have been issued by some insurance company and accepted by the Lender. & Should legal title to and beneficial ownership of any of the property covered under this policy become vested in the Lender or its agents,insurance under this policy shall continue for the term thereof for the benefit of the Lender but, in such event.an) privileges granted by this Lender's Loss Payable Endorsement which are not also granted the insured under the terms and conditions of this policy and/or under other riders or endorsements attached thereto shall not apply to the insurance hereunder as respects such property. Payable All ndorsement shal notices herein l be mail d to to beoriven delivered to tthe he Lenderoathts office oer ribrraanc branch on this the fist page this of the po1>ry.�� Approved: Board of Fire Underwriters of the Pacific, _ California Bankers' Association. Committee on Insurance. CITY OF HUNTINGTON 2000 MAIN STREET CALIFORNIA 92648 INSURANCE AND BENEFITS DIVISION (714)536-5990 CERTIFICATE OF SELF INSURANCE This is to certify that the City of Huntington Beach, California, is partially self-insured. With regard to public liability, the city has a self-insured retention of $100,000 per occurrence. The city is insured for general liability claims which exceed $100,000 per occurrence up to a limit of $3,000, 000. In addition, The city currently has in force all-hazard coverage with Allianz Insurance Company insuring its real property and the contents thereof . The city will use its best efforts , without the expenditure of additional funds, to cause the Redevelopment Agency to be named as an additional insured and loss payee as its interest may appear in the foregoing policies . The city maintains suitable cash reserves for its uninsured losses . The city will furnish 30 days ' written notice to the Redevelopment Agency of any coverage cancellations . ATTEST: APPROVED AS TO FORM: City Clerk / City Attorney 7,E INITIATING DEPARTMENT: IN URANCE AND BENEFITS: a 7vtl" Ne-epfvel & Housing Insurance & Benefi s Manager Address inquiries regarding city insurance coverage and limits to the Insurance & Benefits Manager. All claims shall be filed with the City Clerk, 2000 Main Street, Huntington Beach, California 92648. June 15 , 1984 cJ®NES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 15, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIER PHILIP N LEE (415) 391 5784 JONATHAN STAEBLER JORGEN L NIELSEN TRACY E CONNER Mr. G. Thomas Gower First American Title Insurance Company 114 East Fifth Street Santa Ana CA 92701 RE- City of Huntington Beach (Emerald Cove Senior Citizens Housing Project) ; Your Ref. OR-1383838 Dear Mr. Gower: Subject to telephonic confirmation from the undersigned in the afternoon of Monday, June 18, you are hereby requested and authorized to record the enclosed originally executed and notarized documents with the Orange County Recorder at 8:00 a.m. on Tuesday, June 19, 1984, in the order listed below, but only when you are prepared to issue an ALTA Lender' s Policy of Title Insurance in the amount of $4,600,000, naming First Interstate Bank of California insured and the Redevelopment Agency of the City of Huntington Beach as vested and legal owner of the property described in your preliminary title report of April 26, 1984: (a) Lease Agreement dated as of May 1, 1984, by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency"), as lessor, and the City of Huntington Beach, as lessee; (b) Assignment Agreement dated as of May 1, 1984, by and between First Interstate Bank of California and the Agency; and (c) Deed of Trust dated as of May 1, 1984, by the Agency, as trustor, to First American Title Insurance Company, as trustee, and First Interstate Bank of California, as beneficiary. Said policy of Title Insurance is to be subject to the above, to general and special taxes for the fiscal year 1984-1985 (a lien not yet payable) and to the exceptions listed in said preliminary title report as items 3, 4, 5 and 6. Also enclosed are the following originally executed financing statements to be filed with the Orange County Recorder: Mr. G. Thomas Gower June 15, 1984 Page 2 (a) UCC-1 Financing Statement by the Agency, as debtor, to First Interstate Bank of California (the "Trustee") , as secured party, and (b) UCC-2 Assignment of Financing Statement by the Trustee to Golden State Sanwa Bank. It is our understanding that you will deliver your Title Insurance policy, reflecting recordation of the Lease, Assignment and Deed of Trust, following recordation. The original and 11 copies of said policy are to be delivered to the undersigned Your bill for the insurance premium and any recordation costs is to be submitted to the following. Mr. Stephen V. Kohler, Senior Community Development Specialist Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 Please advise of any questions or comments at your earliest convenience y yours, S Charles F. Adams CFA: ssr Encl . 2485F A NF1i / C � 7 t 1 ALTA LOAN POLICY PRO-FORMA tJR-1;'8�53 SCHEDULE A TOTAL FEE FOR TITLE, EXAMINATION AND TITLE INSURANCE $--------------- AMOUNT OF INSURANCE.- $4, 600, 000. Cio LOAN NCI. (NONE SHOWN) DATE OF POLICY-- --------------------- AT 0: 00 A.M. I. NAME Off' IN�.LIRED: FIRST INTERSTATE BANK OF CALIFORNIA, A CALIFORNIA BANKING CORPORATION, AS TRUSTEE. 2. THE ESTATE OR INTEREST REFERRED TO HEREIN, IS AT DATE OF POLICY VESTED IN: REDEVELOPMENT AGENCY ►iF THE CITY OF HUNTINGTON BEACH. 3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE G AND WHICH IS COVERED BY THIS POLICY I:: A FEE. 4. THE MORTGAGE, HEREIN REFERRED 1`0 AS THE INSURED MORTOAGE, AND THE ASSIGNMENT, THEREOF, IF ANY, ARE DESCRIBED A` FOLLOWS., A DEED OF TRI_15T TO SECURE AN INDEBTEDNESS OF $4,600, OUO. 0O, RECORDED - _- _-----~-- AS INSTRUMENT NCB. OF OFFICIAL RECORDS. ---- " �- "`� DATED: MAY 1 , 1984. TRUyTOR: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY. BENEFICIARY: FIRST INTERSTATE BANK OF CALIFORNIA, A CALIFORNIA BANKINi: CORPORATION, AS TRUSTEE. I i Cnr_� �St AKif �♦ 9 f ALTA LOAN POLICY \� /L� PRO-FORMA OR-1383818 SCHEDULE S PART I THIS POL I t_Y DOE'S NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE PCILLOW I NO: 1. GENERAL, AND SPECIAL. TAXES FOR THE FISCAL YEAR 1954-1455, A LIEN NOT YET PAYABLE. �' THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO CHAPTER 4`,0 $TATUTES OF 1Q$Z , OF THE STATE OF CALIFORNIA. 3. COVENANTS, CONDITIONS AND RESTRICTIONS COVERING THAT PORTION THEREOF LYING WITHIN THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION n, AS CONTAINED IN THE DEED FROM THE HUNTINGTON BEACH COMPANY, RECORDED MAY 21, 191 S IN BOOK 152, PAGE 198 OF DEED„ 9UT DELETING RESTRICTION: BASED UPON CCLftR, RACE, RELIGION OR NATIONAL ORICiN. 4. ANY RESTRICTIONS COVERING THE FUTURE USE OF SAID LAND, AS DISCLcisEI+ BY A "STATEMENT FOR A RLDEVELOPMENT PROJECT" RECORDED OCTOBER ;, 19$2 AS INSTRUMENT NO. $2-350907 OF OFFICIAL RECORDS, COVERING THE HEREIN DESCRIBED ANIi OTHER LAND. 5, AN EASEMENT ALONG THE SOUTHERLY PORTION OF TALBERT AVENUE FOR EITHER OR BOTH OVERHEAD OR UNDERGROUND ELECTRICAL DISTRIBUTION FACILITIES, AS DESCRIBED IN THE DEED TO SOUTHERN CALIFORNIA EDISON COMPANY RECORLtED MARCH 2, 1979 IN BOOK iSOS4, PACE 1732 OF OFFICIAL RECORDS. 6. EASEMENTS ALONG THE SOUTH SIDE OF TALBERT ROAD FOR CAS DISTRIPUTICAN PIPES AND INCIDENTS THERETO, AS DESCRIPEIt IN THE AGREEMENT By W. E. JOLLY AND OTHERS, AND THE SOUTHERN COUNTIES GAS COMPANY OF CALIFORNIA, RECORDED MAY 31 , 1950 IN BOOK 2020, PACE 68 OF OFFICIAL RECORDS. 7. A LEASE DATED MAY It 19841 EXECUTED BY REDEVELOPMENT AGENCY OF THE CITY 4F HUNTINGTON BEACH, AS LESSOR, AND BY CITY OF HUNTINGTON BEACH, AS LESSEE, FOR THE PERIOD AND UPON THE TERMS, CONDITIONS AND COVENANTS THEREIN CONTAINED, RECORDED __ ---_- - AS -- INSTRUMENT NO. _ - - - OF OFFICIAL RECORDS, REFERENCE BEING HEREBY MADE TO THE RrCORDTHEREOF FOR FULL PARTICULARS. E`QST AMF, �, lC1 ALTA LOAN POLICY PRO-FORMA GR-138 S3O 8. AN ASSIGNMENT OF ALL RENTS, ROYALTIES, I5-GUEW AND PROFITS ACCRUING FROM L,AIIl LAND, AS ADDITIONAL SECURITY FOR THE PAYMENT OF THE INDEDTEDNES'S SECURED BY THE DEED OF TRUST SHOWN IN PARAGRAPH 4 OF SCHEDULE A. RECORDED: -_- i AS INSTRUMENT NO. OFOFFICIALRECORD -`---_- --____ EXECUTED BY : REDEVELOPMENT AGENCY OF THE CITY OP HUNTINGTTON BEACH. TO° FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE. J 4� A4tEk / , � r PRO-FORMA LOAN POL-ICY OR--1�tQ yc�G SCHEDULE S PART II ' IN ADDITION TO THE MATTER'S SET FORTH IN PART I OF THIS SCHEDULE, THE TITLC TO THE ESTATE OR INTEREST IN THE LAND DESCRIBED CAR REFERRED TO IN SCHEDULE C IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERw ARE SUBORDINATL TO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST NONE. ST A r1E RI A y •��! /�i ALTA LOAN POLICY PRO-FORMA OR-13828 ,_. SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH AND IS DESCRIBED► AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF -OP THE NORTHEAST QUARTER OF SECTION 3n, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAB. BOLSAT, A$ SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAP',a, RECORDS Or ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 Or SAID MISCELLANEOUS MAPS, AND PORT TONS OF BLOCK'S C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNINO AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH 0 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, A'. SAID CENTERLINE IS SHOWN CAN SAID MAP OF TRACT NO. 172; THENCE ALONG SAIL►PARALLEL LINE, NORTH 89 DECREES 09 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS Op 3- 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OP 8S DEGREES 17' 37", AN ARC DISTANCE OF 60. 90 FEET TO THE BEG I NN I N5 OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 140. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10, 16", AN ARC DISTANCE OF 06-3B 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 31 DEGREES 491 000 , 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 EATT 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 LAID LOT 112, NORTH E9 DEGREES 10' 26" CAST 49.00 FEET To THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 115, 124, 130, 136, 142 AND 14 ; OF SAIL► BLOCK A, SOUTH 0 DEGREES 49' 10" EAST 172. 93 FEET TO THE SOUTH LINE OF SAID TRACT I NO. 172. SAID SOUTH LINE ALSO BEING THE NORTH LINE Or TRACT NO. !8197 AS SHOWN CAN A MAP RECORDED IN BOOK 450, PAGES 42 THROUGH 48 ► INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, f SOUTH 89 DEGREES 10r 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. 570 AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 41 OF SAID MISCELLANEOUS MAP'=R THENCE ALONG SAID EAST LINE, SOUTH 0 DECREES 44' 14" EAST 70. 00 FEET TO A POINT BEING NORTH 0 DEGREES ` I �1�yT A M E R frsub, PRO—FORMA 'RCi— ALTA LOAN POLICY FO RMA GR—130 44 ' 14" WEST 5:3 e).52 FEET FROM THE SCILITHEAST C ORNLR OF SAID BLOCK A THENCE SOUTH 89 DEGREES 1:' 4E." WEST 89 SE, FEET, THENCE NORTH 57 ";. DEGREES47 ' Oa" EAST 112. 00 FEET TO A LINE PARALLEL WITH AND 150. 00 FEET WEST, DE+=BEES 12' 51 " WE'T 146. 93 FEET, THE-NCE NORTH MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT No. 172 y THENCE ALCINC, SAID PARALLEL LINE, NORTH 0 DEGREE2, 44' 14" WEST 225. 00 FEET TO THE NORTH LINE OF THE SOUTH ONE—HALF OF THE EAST ONE—HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST Qi_IARTER OF SAID SEF.TION 251 THENCE ALONG SAID NORTH LINE, NORTH 8"' DEC,REEL 10' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172, THENCE NORTH C DEGREES 44 14" WEST ALONG SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT GP BEGINNING EXCEPTING THEREFROM, LOT_ 1 AND 1 IN PLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON 4R UNDER SAID LAND, AS RESERVELi AND GRANTED IN DEEDS OF RECORD. GTGcEP �N11NGtpHB OFFICE OF CITY ATTORNEY 2000 MAIN STREET uNTI HUNTINGTON BEACH CALIFORNIA 92648 GAIL HUTTON TELEPHONE City Attorney (714) 536-5555 AN OPINION OF THE CITY ATTORNEY CITY OF HUNTINGTON BEACH 1 . The city is a corporation duly organized and validly existing under its charter, the Constitution and laws of the State of California; 2. The Official Statement has been duly approved by the city and the information therein as to the city and the city' s obligations under the Trust Agreement, the Lease, the Reimbursement Agreement and the Deed of Trust is correct and does not omit any statement which, in such counsel ' s opinion, should be included or referred to therein; 3 . The resolution of the city approving and authorizing the execution and delivery of the Trust Agreement, the Lease, the City Letter of Representation, the Reimbursement Agreement and approving the Official Statement, and this Contract of Purchase was duly adopted at meetings of the governing body of the city which were called and held pursuant to law and with all public notices required by law and at which a quorum was present and acting throughout; 4. To the best knowledge of such counsel, after reasonable investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best of their knowledge, threatened against or affecting the city, which would adversely impact the city' s and Agency' s ability to complete the transactions described in and contemplated by the Official Statement, to restrain or enjoin the collection of revenues pledged under the Lease, or in any way contesting or affecting the validity of the Trust Agreement, the Certificates, the Lease, the City Letter of Representation, the Reimbursement Agreement, or the transactions relating to the Pro3ect as described in the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Trust Agreement , the Lease, the City Letter of Representation, the Reimbursement Agreement; 5. The execution and delivery of the Trust Agreement, the Lease, the City Letter of Representation, the Reimbursement Agreement and the approval of the Official Statement, and this Contract of Purchase, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the city a breach of or default under any agreement or other instrument to which the city is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the city is subject ; 6. The Trust Agreement, the Lease, the City Letter of Representation and the Reimbursement Agreement have been duly authorized, executed and delivered by the city, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the city, enforceable in accordance with their respective terms , except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors ' rights generally; - - 7 . No authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California is required for the valid authorization, execution and delivery of the Trust Agreement, the Lease, the City Letter of Representation or the Reimbursement Agreement and the approval of the Official Statement and this Contract of Purchase; and 8. The Lease has been recorded and all financing statements ( including any financing statements required to be filed under the provisions of the California Commercial Code) have been duly recorded and filed in such manner and in such place as is required by law to establish, preserve and protect the security interest thereby created on all collateral specifically or generally described in such documents as subject to such security interest and under the laws in force, and it will not be necessary to rerecord any such documents except that it will be necessary to file continuation statements at the end of each five ( 5 ) year period as required by the California Commercial Code. GAIL HUTTON City Attorney City of Huntington Beach 2. 2320F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AGENCY INCUMBENCY AND SIGNATURE CERTIFICATE The undersigned hereby state and certify. (i ) that we are the duly appointed, qualified and acting Chairman, Chief Executive Officer and Secretary of the Redevelopment Agency of the City of Huntington Beach (the "Agency") , and as such, we are familiar with the facts herein certified and are authorized to certify the same; (ii ) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly qualifed and acting members of the Agency, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names: Date of Date of Beginning of Ending of Member Current Term Current Term Jack Kelly April , 1980 November, 1984 John Thomas April , 1982 November, 1986 Ron Pattinson April , 1980 November, 1984 Ruth Finley April , 1980 November, 1984 Ruth Bailey April , 1982 November, 1986 Robert P Mandic, Jr. April , 1982 November, 1986 Don MacAllister April , 1982 November, 1986 (iii ) that the signatures set forth opposite the names of the following persons are the true and correct specimens of their genuine signatures. Name Si natur Jack Kelly, Chairman Alicia M. Wentworth, Secretary Charles W. Thompson, Chief Executive Officer (iv) that the Lease Agreement, dated as of May 1 , 1984, by and between the Agency and the City of Huntington Beach bears the manual signatures of the within-named Chairman, Chief Executive Officer and Secretary, and that the seal of the Agency is impressed thereon and hereon. Dated June 19, 1984 41 /Q� Ch irman, e velXrl ment cy of he C' y of ui W114Y Beach C h'Te Execu ive er, R GTevelopment Agency of the City of Huntington Beach (SEAL) Secretary, Redevelopment Agency of the City of Huntington Beach 2 EXHIBIT E to the CONTRACT OF PURCHASE S AGENCY LETTER OF REPRESENTATION P"_ay 31 , 1984 Stone s Youngberg Kidder, Peabody & Co. Incorporated C/O Stone & Youngberg One California Street Suite 2300 San Francisco, CA 94137 City Ot ?'unt,_natcn B`acn 2080 ..air. Street Huntingtcn Beacn, CA 926418 First Interstate Banx of California 707 t1i lshire Boulevard Los Angeles , California 90017 Ladies/Genciemen: The City or 11unZington Beach, California (the "City" ) , and the Redevelopment Agency of the City of Huntington Beach, Huntington Beach, California, (the "Agency" ) propose to enter into a Lease to be dated as of May 1 , 1984 (the "Lease" ) . Pursuant to a Contract of Purchase, dated May 31 , 1984 (the "Contract of Purchase" ) , between Stone & Youngberg and Kidder, Peabody & Co. , Incorporated, the Underwriters (the "Underwriters" ) , the City, the Agency and First Interstate Bank of California, a California banking corporation (the "Trustee" ) the Trustee will execute and deliver $4 , 600, 000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizen Housing Project) (the "Certificates") , each evidencing proportional interests of the holders thereof in Lease Payments to be paid by the City as the rental of the Project, as defined in the Trust Agreement, pursuant to the Lease. The payments under the Lease are to be pledged to secure the payment of the principal and interest due on the Certificates. Pursuant to the Assignment Agreement (the "Assignment" ) dated as of ^Iav 1 , 1984 between the Agency and + the Trustee , the Agency has assigned its right to receive all Lease Payments under the Lease to the Trustee. The Certificates are !Invited obligations of the City payable solely from Revenues , Ets defined in the Trust Agreement. The Certificates will be executed, delivered and secured pursuant to a Trust Agreement dated as of May 1 , 1984 executed by and between the City, the Agency and the Trustee (the "Trust t'�gree-ent" ) . The Certificates are secured by the Lease Payments , a Deed of Trust, Assignment of Rents and Security Agreement, entered into by the Agency, and the Trustee named therein, as beneficiary, dated as of May 1 , 1984 (the "Deed of Trust" ) which grants a first lien on and a security interest in the Pro]ect and by a Letter of Credit (the "Letter of Credit ' ) , dated June 19 , 1984 , issued by Golden State Sanwa Bank (the "Ban' " - pursuant t�, a Letter o�Credit and Rei:-,uurserent Agreement (the "Reimbursement Agreement" ) , dated as cr _'av 1 , 1984 , between the City and the Baru. The T;u5tee is authorized to draw on the Letter of Credit an aunt up to 54 , 600 , 000 to pay the principal of the Certificates. The ,,-otter of Credit is being confirmed by The Sanwa i3anx, Lir�1_tcC (the "Confirming Bank" ) . The Bank is a wriolly c ned sunsiaiary of the Confirming Bank. In order to induce you to enter into the Contract of Purchase and t,e Cit17 Letter of Representation and to make the offering an(( sale of the Certificates therein contemplated, the Zigency hereby represents, warrants, covenants and agrees with you as follows: (a) both at the date hereof and at the date of Closing , the statements and information contained in the Official Statement relating to the Agency, its functions, duties and responsibilities described in the sections entitled "Introduction" and "The Agency" are and will be true, correct and complete in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; it being further understood that no such representation or agreement shall apply to statements or information in or omissions from the Official Statement dated May 31 , 1984 (the "Official Statement Statement") relating to the Certificates with respect to which the B-2 City agrees to indemnify the Underwriters pursuant to the City Letter of Representation; (b) the Agency is and will be at the date of Closing a public body corporate and politic duly organized and existing under the Constitution and laws of the State of California with the full power and authority to enter into the Lease, the Trust Agreement, the Contract of Purchase, the Deed of Trust, the Agency Letter of Representation and the Assignment; (c) by official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly approved the distribution of the Preliminary Official Statement dated May 14, 1984 (the "Preliminary Official Statement" ) relating to the Certificates , and the distribution of the Official Statement , and has duly_ autnorizeo and approved the execution and delivery of, and the performance by the Agency of the obligations on its part contained in the Lease , the Trust _greement, tre Assignment, the Deed of -rust and this Agency Letter of Representation and the consummation ov it of ail other transactions contempiatea by the Official Statement and the Contract of Purcnase; (d) the execution and delivery of the Lease, the Assignment, the Trust Agreement, the Deed of Trust, and this agency Letter of Representation and approval and execution of t::e Official Statement, the Contract of Purchase and ccr-pliance with the provisions on the Agency ' s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree , loan agreement, -r_denture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise sub]ect , nor will any such execution, delivery, adoption or compliance result in the creation or imposition of anv lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Agency under the terms of anv such law, administrative regulation, ]udgment, decree, loan agreement, indenture, bond, note , resolution , agreement or other instrument, except as provided by the Assignment, the Lease, the Trust Agreement and the Deed of Trust; (e) the Agency is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any B-3 applicable 3udgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise sub-ect �ihich would have an adverse impact on the Agency ' s ability to perform its obligations under the Legal Documents- , and no event has occurred and is continuing which, with the passage of time or the giving of notice , or both, would constitute a default or an event of dcfault under any such instrument; (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by anv court , aovern:nental agency, public board or body, pending or threatened against the Agency affecting the existence of the Agency or the titles of its officers to their respective offices or seeking to prohibit, restrain or en3oin the execution or delivery of the Certificates or the collection of revenues pledged or to be p.'zdged to _nay the principal of and interest on the Certif-icates , or the pledge thereof, or in anv wav contesting or affecting the validity or enforceability of the Ass', gnnient, the Certificates, the Lease , the Deed o; _rust , the ^rust Agreement, the Contract of Purchase, and tnis Agency Letter of Representation or contesting the powers of the Agency or its authority to enter -into, adcDt or perform its obligations under any of the Forego-ir_g, -including, but not limited to, the consummation cz the transactions relating to the Project as described in the Official Statement, or contesting in any wav the completeness or accuracy of the Prelimar.ary Off i cial Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would matey-i411y adversely affect the validity or enforceability of the Certificates, the Legal Documents, this Agency Letter of Representation or the Contract of Purchase; (g) the Agency will furnish such information, execute such -instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (1) to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other 3urisdictions of the United States as the Underwriter may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other 3urisdictions, and will use its best efforts to continue such B-4 qualification in effect so long as required for distribution of the Certificates; (h) if between the date of this Contract of j Purchase and the date of the Closing an event occurs , of which the rgency has knowledge , which might or would cause the information relating to the Agencv, its functions , duties and responsibilities contained in the sections entitled "Introduction" and "The Agency" in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material 'Fact required to be stated therein or necessary to mane such information therein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriters, and if in the opinion of the Underwriters , such event requires the preparation and publication of a supplement or amendment to such portions of the Official Statement , the Agency will cocp`rate with the Underwriters in the preparation. of an amendment or supplement to the C)f_icial Statement in a Zorn- and in a manner approved by the Underwriters , provided all expanses thereby incurred will be paid for by the Agency; ;1) if the Information relating to the Agency, its functicns , duties and responsibilities contained in the sections entitled "Introduction" and "The Agency" in the Official Statement is amended or supplemented pursuant to the inmediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to Make such information therein, in the light of the circumstances under which it was presented, not misleading; and (J ) the Agency covenants that it will take no action and will cause no action to be taken that would cause the interest on the Certificates to be subject to Federal income taxation. The representations , warranties , covenants and agreements contained herein shall survive the Closing as B-5 defined in the Contract of Purchase and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters described in or related to the transactions contemplated herebv and by the- Contract of Purchase , the Official Statement and the Legal Documents. This Agencv Letter of Representation shall be binding upon and inure solely to the benefit of you, the Trustee and the City and, to the extent set forth herein, persons controlling any of you, and their respective personal representatives, successors and assigns, and no other person or firm shall acquire or have any right under or by virtue of this Agency Letter of Representation. No recourse under or upon any obligation, covenant or agreement contained in this Agency Letter of Representation shall be had against B-6 any officer or director of the Agency as '- nc'---, duals , except as caused by their bad faith. `Jeri, GE�:C`_' OL' THE CT +, OF T,TC N R ACH By Fri y Chief Executive ffi er ATTLS^: :.pprov as =o_ Accepted ana ccn-firmed as of t:ze date first : move Tvri-cten. STONE & �CI :;Gc?rG KIDDER, PEa30:y & CO. Incorperated By STONE & x OU-1IG3ERG By Partner B-7 2321F JHHW.SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners f Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH OFFICERS' CERTIFICATE OF AGENCY '# The undersigned hereby state and certify: (i ) that we are the duly appointed, qualified and acting Chief Executive Officer and Secretary of 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 (the "Agency") and as such, we are familiar with the facts herein certified and are authorized and qualified to certify the same; (ii ) that the resolution entitled "Resolution of the Redevelopment Agency of the City of Huntington Beach Authorizing and Directing Execution of Lease Agreement, Assignment Agreement, Trust Agreement, Reimbursement Agreement and Deed of Trust, Approving Form of Official Statement and Sale of Certificates of Participation with Respect to Multifamily Rental Housing Facilities (Emerald Cove Senior Citizens Housing Project) , and Approving Related Documents and Official Actions" , duly adopted by the Agency on May 31 , 1984, has not been amended, modified, supplemented or repealed and is in full force and effect as of the date hereof; (iii ) that the Agency has duly authorized the execution, delivery and performance of the following agreements (herein collectively the "Agreements") : (a) Lease Agreement, dated as of May 1 , 1984, by and between the Agency and the City of Huntington Beach (the "City") , (b) Assignment Agreement, dated as of May 1 , 1984, by and between the Agency and First Interstate Bank of California, as trustee (the "Trustee") , (c) Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among the Trustee, the Agency and City, (d) Deed of Trust, Assignment of Rents and Security Agreement, dated as of May 1 , 1984, by the Agency to the Trustee, and (e) Contract of Purchase, dated May 31 , 1984 (the "Contract of - Purchase") , by and among Stone & Youngberg (the "Underwriter") , the Trustee, the City and the Agency; (iv) that, to the best of our knowledge, there is no action, suit, proceeding or investigation pending or threatened against the Agency (a) to restrain or enjoin the collection of revenues pledged under the Lease Agreement or the delivery of any of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) executed and delivered pursuant to the Trust Agreement (the "Certificates") , (b) in any way contesting the validity of the Certificates , the Agreements or the letter of representation of the Agency delivered pursuant to the Contract of Purchase (the "Letter of Representation") , or the authority of the Agency to enter into the Agreements or the Letter of Representation, or (c) in any way contesting the powers of the Agency in connection with any action contemplated by the Contract of Purchase, (v) that the representations and warranties of the Agency contained in the Contract of Purchase and in the Letter of Representation are true and correct as of the date hereof as though made on and as of the date hereof Dated. June 19, 1984 Chief Ex ive Off cer , Redevelopment Agency of the City of Huntington Beach Secretary, Redevelopment Agency of the City of Huntington Beach 2 2322F JHHW-SSR 05/16/84 CERTIFICATES OF PAR1 _CIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WRITTEN REQUEST TO TRUSTEE The undersigned hereby states and certifies ( i ) that I am the duly appointed, qualified and acting Chief Executive Officer of 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 (the "Agency") and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same; and (11 ) that, pursuant to Section 2.01 of that certain Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, as trustee (the "Trustee") , the Agency and the City of Huntington Beach (the "City") , the undersigned hereby requests the Trustee to prepare and execute Certificates of Participation (Emerald Cove Senior Citizens Housing Project) substantially in the form attached to the Trust Agreement in an aggregate principal amount of $ 4,600,000 , evidencing proportionate interests of the owners thereof in lease payments to be made by the City to the Agency under that certain Lease Agreement, dated as of May 1 , 1984, by and between the Agency and the City, and to deliver said Certificates of Participation to Stone & Youngberg. Dated. June 19, 1984 7 �k2-1,44,v� Chief Exe i e Offieer, Redevelopment Agency of the City of Huntington Beach Accepted: FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee Xq ) ss' t Secre ary This FINANCING STATEMENT is presented for®fil nl ,pi4rsuant to the California Uniform Commercial CQd&,' 1 DEBTOR (LASTNAME FIRST IFAN INDIVIDUAL) 1 A SOCIAL SECURITY OR FEDERAL TAX NO ELOPOEKT AGE)�CY OF TH SITY L F 11bINITIRIGTGN EDEu' GEAC;q 1 B MAILING ADDRESS - C CITY STATE i D ZIPCODE 2000 i"ain Street �;iUnti8lgtOn Beach, CEI.Ii fOrnia 192613 ; g aDDITIONAL DEBTOR (IF ANY) (LASTNAMEFIRST IFANINDIVIDUAL) 2A SOCIAL SECURITY OR FEDERAL TAx NO 2B MAILING ADDRESS 2C CITY STATE - 2D ZIPCODE 3 DEBTORS TRADE NAMES OR STYLES (IFANY) 3A FE DERALTAX NUMBER 4 SECUREDPARTY fi'1' {,T, y r ubCALIFORNIA, TRUSTEE Rss ry UNIDE 4A SOCIAL SECURITY NO FEDERATTAXNO a:� #=.4a �'klt... S3 :�)� �� ."'i tf\� i � t3 mE.f i� �g}y 'p {� y� �+ }c�,�^ �g }� �g 3 OR BANK 7RANSII AND A B A NO -:r NAMETISY,iS s''fC^^���;;PE F'Giy.!! LrF'o ED PZ OF 4iff�lg$pL 19C�'�'S' MAILINGpA^�DDREss 07 AilShire 3 oul awe Ta dy A0t€, Floor �y y -w CITY Los Angeles STATE "'ZI i fo rnia ZIP CODE 9001 S ASSIGNEE OF SECURED PARTY OF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX NO NAME �� y�� q a (('' �`�,,y �^y OR BANK TRANSIT AND A B A NO MAILINGADDRESS 9000 Cast VaIIby Boulevard < CITY Rosemead STATE C41 i f orni a ZIP CODE11770 6 This FINANCING STATEMENT covers the following types or Items of property(include description of real property on which located and owner of record when required by instruction 4) See Attach..vni A hereto and by t1ais r fereice incorporated herein i 7B DEBTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE WITH 7 CHECK 7A PRODUCTS OF COLLATERAL INSTRUCTION 5(A)ITEM IF APPLICABLE ❑ ARE ALSO COVERED ❑( 1 ) ❑ ( 2) F (3) F (4) I 8 CHECK I IF APPLICABLE I ❑ I DEBTOR IS A TRANSMITTING UTILITY IN ACCORDANCE WITH UCC g 91 OS(i)(N) g��_ � I 9 �..-, �'.%i �,f-y;,.`' �f „y�,tp,w Z�;� r.�,,,•,,; DATE () � ,1,�j C 10 THIS SPACE FOR USE OF FILING OFFICER ; '4 O (DATE TIME FILE NUMBER Chief Executive OfficerD f f ry f Y„( 5 E AND FILING OFFICER) SIGNATURE(S)'OFDEBTOR(S) _"11 = Sec,y. :i,ary 1 PEDEVELCPMEET AGENCY OF THE CITE` OF HUNTINGTON' BEACH TYPE OR PRINT NAME(S)OF DEBTOR(S) 2 I� D - 3 SIGNATURE(S)OF SECURED PARTY(IES) Assistant Secretary 4 f � 2 FIRST INTERSTATE UAdK OF CALIFORNIA, AS TRUSTEE 5 TYPE OR PRINT NAM E(S)OF SECURED PARTY(I ES) 6 '� -x 1 1 Return copy to 7 NAME 7,>ar,-. i S a MiE das a T ADDRESS Jones Hall Hill & W h i to CITY Four Emba>r•cader,o Center, Sui tw 195I3_ 9 -1TE San Crranciscc CA 94111 O r(ODE L — FORM UCC 1 - FILING FEE S 3 00 (4)FILE COPY-DEBTOR Approved by the Secretary of State REDIFORM® 5S801 Poly Pak (50 sets) 5P801 ONSTRUCTI®NS IRev. 1 /76) 1 PLEASE TYPE THIS FORM USING BLACK TYPEWRITER,RiBBON 2 If the space provided for any item is inadequate a Note Cont d in the appropriate slpace(s) h Continue the items) preceded by the Item No on an additional 8'✓2 x1 1 sheet c Head each additional sheet with i�the Debtor s name (lost name first for individuals) ap- pearing in Item No 1 of this form ' Be sure to attach a copy of the additional sheet to each copy of the form 3 NUMERICAL IDENTIFICATION o If the Debtor, Secured Party or Assignee is an individual, include Social Security number in the appropriate space Disclosure of Social Security number is optional for the filing of this statement It will be used to assist] in correctly identifying individuals with similar names (UCC § 9403[51► 1 b If the Debtor, Secured Party or Assignee is other thon an individual or a bank, show Federal Taxpayer Number in the appropriate space c If the Secured Party or Assignee is o bank, show Transit and ABA number in the appropriate space This must be the complete i Oj digit number 4 COLLATERAL DESCRIPTION - item 6 a If the financing statement covers crops growing or to be grown, the statement must also con- tain a description of the real estate concerned in accordance with UCC § 940211 ) b If the financing statement covers timber to be cut or covers minerals or the like, oil cpr gas or accounts subject to UCC § 9103(5), the statement must show that it covers this type of collateral and the statement must oilso show it is to be recorded in the real estate records, and the financing statement must contain a description of the real estate sufficient if it were con- tained in a mortgage of the real estate to give constructive notice of the mortgage under the law of this State If the debtor does not have an interest of record in the real estate, the financing statement must show the name of a record owner in Item No 6 5 SIGNATURES Before mailing, be sure that the financing statement has been properly signed A financing state- ment requires the signature of the debtor only except under the following circumstances If any of these circumstances apply, check the appropriate box in item 713 and enter required information in Item 6 c Under the provisions of UCC § 9402(2) a financing statement is sufficient when it is signed by � the secured party alone if it is filed to perfect a security interest in (1 ) collateral already subleci to a [security interest in another jurisdiction when it is brought into this State or when the debtor s location is changed to this State Such a financing state- ment must state that the collateral was brought into this State 5r that the debtor's location was changed to this State (2) proceeds under UCC § 9306 if the security interest in the original collateral was perfected Such a financing statement must desci ibe the original collateral and give the date of filing and the file number of the prior financing statement 13) collateral as to which the filing has lapsed Such a tinanarig statement must include a staiement to the effect that the prior financing statement hos lapsed and g.ve the date of riling and the file number of the prior financing statement (E) collateral acquired after a chonge of name, identify or corporate strudiuie of the debtor Such a financing statement must ilnclude a siaiemenT that the name, dentity or corporate structure of the debtor has been changed and give she date of filing and the file number of ;he prior financing statement and Ithe narxie of the debtor as shown in the prior financing statement l-;LING FEE PROPER PLACE TO FILE Friclose filing fee of three dollars ($3 00) rayable to the appwpnu;e Filing Officer Financing �mtements and related pavers pertaining to consumer goods should be filed 'Vith the County Rccoider in the county of the debior ; residence, or if the debtor ,s not a resident of this Stave, thF,n in the office of the Caun;y Recorder of the county in which the goods are kept When the i_ollc,teral is crops growing or to be grown timber too be cut, or n",nerals or the hke lincludfr'g oil and gc s), or accounts subject to i�CC § 9103 i51, i Seri filing is with the County Recorder where the property is located in ail otl,�.r cases, filin j is \/�.irh th=. Secrcirry of S+a,e 7 '�EMOVF SECURED PARFY AND DEBTOR COPIES Send the original and first COPY IMTN inieriea,,ed carbon ;gaper to 01�, Filing Officer with the cc,rrect filing 'lee The original will hel�rmainecl by the Fling Officer The copy be returned tal,t� he 1-iling Jczfe and tirtie s)ci npEd th-?reon lncica p 8he n,)n,e and 71aJmg address of the) person or firm io whorn the copy is to be returned in !tern No 1 1 T This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code 1 FILE NO OF CRIS FINANCING STATEMENT 1 A DATE OF FILING OF ORIG FINANCING 1 B DATE OF ORIG FINANCING STATEMENT I C PLACE OF FILING ORIG FINANCING STATEMENT STATEMENT u ran e County Recorder. CA OR (LAST NAME FIRST) 2A SOCIAL SECURITY OR FEDERAL TAX NO REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 211 MAILING ADDRESS 2C CITY STATE 2D ZIP CODE 2000 Main St get IHUntlnqtgn Beach Calif rnia 92648 3 ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST) 3A SOCIAL SECURITY OR FEDERAL TAX NO 313 MAILING ADDRESS 3C CITY STATE 3D ZIP CODE 4 SECURED PARTY FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE UNDER TRUST 4A SOCIAL SECURITY NO FEDERAL TAX NO OR BANK TRANSIT AND A B A ND NAMEAGREEMENT DATED AS OF MAY 1, 1984 MAILING ADDREss 707 Wilshire Boulevard, 10th Floor CITY STATE ZIP CODE 7 5 ASSIGNEE OF SECURED PARTY (IF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX ND OR BANK TRANSIT AND A B A NO NAME Golden State Sanwa Bank MAILING ADDRESS 9000 East Valley Boulevard CITY Rosemead STATE ZIP CODE 6 CONTINUATION The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown above is continued If collateral is crops or timber check here ❑ and Insert description of real property on which growing or to be grown in Item A a 7 below RELEASE From the collateral described in the Financing Statement bearing the file number shown above, the Secured Party releases the collateral B described in Item 7 below ASSIGNMENT The Secured Party certifies that the Secured Party has assigned to the Assignee above named all the Secured Party's rights under the C Financing Statement bearing the file number shown above in the collateral described in Item 7 below k ATION The Secured Party certifies that the Secured Party no longer claims a security Interest under the Financing Statement bearing the file shown above MENT-The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required amendments) Fa OTHER 7 TO BE RECORDED/FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, STATE OF CALIFORNI See Attachment A hereto and by this reference incorporated herein B CO 9 This Space for Use of Filing Officer (Date) June 19 1984 D (Date Time, Filing Office) R D PMENT ENC THE CITY OF HUNTINGTON BEACH 1 $ ���� Chief Executive Officer 2 ��2d� By SecretaryS 6( (TITLE) I � FIRST N ATE BANK OF CALIFORNIA, AS TRUSTEE 4 B _ ��-� Assistant Secretary5 y SIGNATURE(S) OF SECURED PARTY(IES) (TITLE) 6 „pf 10 Return Copy �® V v/• r Sarah S. Rhodes � 7 N Jones Hall Hill & White 8 cl ,STATE Four Embarcadero Center, Suite 1950 AND ZIP San Francisco CA 94111 L J (1) FILING OFFICER COPY STANDARD FORM FILING FEE S3 00 APPROVED BY THE SECRETARY OF STATE UNIFORM COMMERCIAL CODE- FORM UCC 2 ReoiFC)RM®5S802 Poly Pak(50 sets)5P802 35 'v This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code 1 FILE NO OF ORIG FINANCING STATEMENT 1 A DATE OF FILING OF ORIG FINANCING 1 B DATE OF ORIG FINANCING STATEMENT 1 C PLACE OF FILING ORIG FINANCING STATEMENT STATEMENT t Orange Count Recorder CA *OR (LAST NAME FIRST) 2A SOCIAL SECURITY OR FEDERAL TAX NO REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2B MAILING ADDRESS _ 2C CITY STATE 2D ZIP CODE 9000 Main Street lHuntington Beach California 92648 3 ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST) 0 3A SOCIAL SECURITY OR FEDERAL TAX NO S 3B MAILING ADDRESS 3C CITY STATE 3D ZIP CODE 4 SECURED PARTY FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE UNDER TRUST 4A SOCIAL SECURITY NO FEDERAL TAX ND OR BANK TRANSIT AND A B A NO NAMEAGREEMENT DATED AS OF MAY 1, 1984 MAILING ADDRESS707 Wilshire Boulevard,, loth Floor + CITY STATE California ZIP CODE 90017 �. 5 ASSIGNEE OF ISECURED PARTY (IF ANY) , 5A SOCIAL SECURITY NO FEDERAL TAX Nq�OR - di BANK TRANSIT AND A B A NO k, �I NAME Golden State Sanwa Bank 4 rvF MAILING ADDRESS 9000 East Valley Boulevard CITY Rosemead STALE ZIP CODE 6 CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown above s continued If collateral is crops or timber check here 1-1 andInsert description of real property on which growing or to be grown in Item A below� i e�RELEASE From the collateral described in the Financing Statement bearing the file number shown above, the Secured Party releases the collateral described in Item 7 below (��ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named all the Secured Party's rights under the �lyy l Financing Statement bearing the file number shown above In the collateral described In Item 7 below a MINATION The Secured Party certifies that the Secured Party no longer claims a security Interest under the Financing Statement bearing the file ber shown above 11 ENDMENT The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required all amendments) F OTHER 7 TO BE RECORDED/FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE,, STATE OF CALIFORNI See Attachment A hereto and by this reference incorporated herein , K B C 9 This Space for Use of Filing Officer (Date) June 19 984 D (Date, Time, Filing Office) E REDEVI",PMENT AGENCYIXTHE CITY OF HUNTINGTON BEACH 1 Chief Executive Officer 2 By Secretary3 E( E R(S) (TITLE) FIRST INTERSIATE BANK OF CALIFORNIA AS TRUSTEE 4 By Assistant Secretary 5 SIGNATURE(S) OF SECURED PARTY(IES) (TITLE) 6 10 Returih-Copy to rSarah Se Rhodes N Jones Hall Hill & White B A S Four Embarcadero Center,, Suite 1950 aN ..Si TE San Francisco CA 94111 9 L J (2) FILING OFFICER COPY - ACKNOWLEDGMENT Filing Officer is requested to note date and hour of filing on this copy and return to the above party STANDARD FORM FILING FEE 5300 APPROVED BY THE SECRETARY OF STATE UNIFORM COMMERCIAL CODE- FORM UCC-2 REDIFORM®5SS02 Poly Pak(50 sets) 5PS02 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code FILE NO OF ORIG FINANCING STATEMEN= DATE OF FILING OF ORIG FINANCING 113 DATE OF ORIG FINANCING STATEMENT 1 C PLACE OF FILING ORIG FINANCING STATEMENT sx'F STATEMENT Orange County Recorder CA rOR ([AST NAME FIRST) 2A SOCIAL SECURITY OR FEDERAL TAX NO r" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 213 MAILING ADDRESS 2C CITY STATE 2D ZIP CODE 2000 Main Street lHuntinqton Beach California 9264E 3 ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST) 3A SOCIAL SECURITY OR FEDERAL TAX NO 313 MAILING ADDRESS 3C Cliv sinrE 3D ZIP CODE 4 SECURED PARTYFIRST INTERSTATE BANK OF CALIFORNIA, AS TRtlSTEE ONDER TP,UST 4A SOCIAL SECURITY NO FEDERAL TAX NO OR S BANK TRANSIT AND A B A NO NAMEAGREEMENT DATED AS OF MAY I, 1934 ` MAILING ADDRESS707 Wilshire Boulevard, 10th Floor r C ITUS AngeleA STATE California ZIP CODE 90017 - 5 ASSIGNEE OF45ECURED PARTY (IF ANY) i. 5A SOCIAL SECURITY NO FEDERAL TAX NO OR t BANK TRANSIT AND A B A NOi NAME Golden State Sanwa Bank MAILING ADDRESS 9000 East Valley Boulevard CITY Rosemaiad STATE iforniaZIP DE91770 7 6 CONTINUATION The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown above s continued If collateral is crops or timber, check here and Insert description of real property on which growing or to be grown in Item A❑ 7 below B❑RELEASE From the collateral described in the Financing Statement bearing the file number shown above the Secured Party releases the collateral described in Item 7 below ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item 7 below a RMINATION The Secured Party certifies that the Secured Party no longer claims a security Interest under the Financing Statement bearing the file mber shown above ENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required all amendments) F❑OTHER 7 TO BE RECORDED/FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, STATE OF CALIFORNI See Attachment A hereto and by this reference incorporated herein I - g C 9 This Space for Use of Filing Officer (Date) June 19 19$� D (Date, Time, Filing Office) REDEV16OPMENT A ENCY-W THE CITY OF HUNTINGTON BEACH � Chief Executive Officer 2 B ;� Secretar Y �STi ATURQ F`6E`Bi'OR(S) (TITLE) 3 FIRST INTERSTATE BAND OF CALIFORNIA AS TRUSTEE 4 B ��--- Assistant Secretary6 Y SIGNATURE(S) OF SECURED PARTY(IES) (TITLE) (� o Return Copy t® ` rSarah S. Rhodes N Jones Hall Hill & White E SS Four Embarcadero Center. Suite 1950 .T ,ZIP TE San Francisco CA 94111 9 L J (3) FILE COPY - SECURED PARTY STANDARD FORM FILING FEE S3 DO APPROVED BY THE SECRETARY OF STATE UNIFORM I +ti�MERCIAL CODE- FORM UCC 2 aEDiF'DRM 9 5S802 Poly Pak (50 sets)5P802 This STATEMENT Is presented for filing pursuant to the California Uniform Commercial Code 1 FILE NO OF ORIG FINANCING STATEMENT 1 A DATE OF FILING OF ORIG FINANCING 1 B DATE OF ORIG FINANCING STATEMENT 1 C PLACE OF FILING ORIG FINANCING STATEMENT STATEMENT [�[q Orange County p �q g� �{ 'roITOR (LAST NAME FIRST) _ 2A SOCIAL SECURITY OR FEDERAL TAX NO REDEVELOPMENT AGENCY OF T14E CITY OF HUNTINGTON BEACH 26 MAILING ADDRESS 2C CITY STATE 2D ZIP CODE 20 gain Street lHuntington Beach California 92648 3 ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST) 3A SOCIAL SECURITY OR FEDERAL TAX NO 313 MAILING ADDRESS 3C CITY STATE 3D ZIP CODE r 4 SECURED PART gp/{ D 4A SOCIAL SECURITY NO FEDERAL TAX NO OR N AMAGREEMENT DATED AS OF MAY 1. 1984 R,? BANK TRANSIT AND ABA NO MAILING ADDRES707 Wilshire Boulevard, 10t• floor C ITLoS Angeles STATE California ZIP CODE9V gy 5 ASSIGNEE(�OF,"SECURED PARTY (IF ANY) n.3 5A SOCIAL SECURITY NO FEDERAL TAX NO,DR Col den State Sanwa Bank BANK TRANSIT AND A 8 A NO NAME MAILING ADDRESS 9000 East Valley Boulevard {( CITY C oswead STATE California ZIP CODE91 1U 6 CONTINUATION The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown above s continued If collateral is crops or timber check here and Insert description of real property on which growing or to be grown in Item A 7 below RELEASE From the collateral described in the Financing Statement bearing the file number shown above, the Secured Party releases the collateral B described in Item 7 below ASSIGNMENT The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured Party's rights under the Financing Statement bearing the file number shown above in the collateral described in Item 7 below F ATION -The Secured Party certifies that the Secured Party no longer claims a security Interest under the Financing Statement bearing the file shown above MENT The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required amendments) F OTHER 7 TO BE RECORDED/FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF OP, " GE9 STATE OF CTLIFORNI, See Attachment A hereto and by this reference incorporated herein B C 9 This Space for Use of Filing Officer (Date) June 1� )24 DE (Date Time, Filing Office) REDEYRt PMENT AGENCY Of THE CITY OF HU�iTINGTON BEACH � _m chief Executive Officer 2 By Secretary ' SIGNATURE(S) OF DEBTOR(S) (TITLE) 3 FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE � By ,�` , " , _;� Assistant Secretary b SIGNATURE(S) OF SECURED PARTY(IES) (TITLE) 6 10 Return Copy 4o rsarah S. Rhodes Jones Hall Hill & White 2ATESan 8 s Four Embarcadero Center° Suite I95 0 Francisco CA 941,11 AND ZIP L J (4) FILE COPY - DEBTOR STANDARD FORM FILING FEE S3 00 APPROVED BY THE SECRETARY OF STATE UNIFORM COMMERCIAL CODE- FORM UCC-2 (REDiFOFRM 9 5S802 Poly Pak (50 sets)5P802 ATTACHMENT A (a) All of Trustor°s right , title and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as "Collateral" ) now or here- after affixed to, placed upon, or used in connection with the operation of that certain real property described in Exhibit A hereto (the "Property" ) and incorporated herein by this reference or the improvements on the Property and all the proceeds of such property: all machinery, equipment , engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes , or for the exclusion of vermin or insects, or for the removal of dust , refuse or garbage ; all wallbeds, wall safes , built-in furniture and installations, shelving, lockers , partitions , doorstops , vaults, motors, elevators, dumbwaiters, awnings , window shades , venetian blinds, light fixtures, fire hoses and brackets and boxes for the same , fire sprinklers, alarm systems , draperies , drapery rods and brackets, mirrors , mantles , screens, linoleum, carpets and carpeting, plumbing , bathtubs, sinks , basins , pipes, faucets, water closets, laundry equipment, washers, dryers , ice boxes, refrigerators, heating units, stoves , ovens , ranges, dishwashers, disposals, water heaters, incinerators , furniture, fixtures and furnishings, communication systems, all specially designed installations and furnishings and all of said articles of property, all building materials , supplies and equipment now or hereafter delivered to the Property, all security and cleaning deposits collected from any tenants or lessees of any part of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property, and , sub,ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( i ) all proceeds of any fire and/or builders risk insurance policy, or of any policy insuring the Property (and the contents of the improvement therein) against any other perils , ( ii ) all awards made in eminent domain proceedings , or purchased in lieu thereof, made with respect to the Property and ( iii ) any compensation, award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood, windstorm or any emergency or any other event and circumstance (the specific enumerations herein not excluding the general ) ; together with all additions to, substitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts, bonds , agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property, all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums, and all accounts , contract rights , chattel paper, instruments, general intangibles and other obligations of any kind now or hereafter existing , arising out of or in connection with the operation or development of the Property, all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such accounts, contract rights , chattel 2 papers , instruments , general intangibles or obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property , and all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included , all payments under insurance (whether or not Secured Party is the loss payee thereof ) , or any indemnity , warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. (b) The owner of record of the real property more particularly described on Exhibit A hereto is the Redevelopment Agency of the city of Huntington Beach. 3 EXHIBIT A THE LAND REFERRED TO HEREIN IS SITUATED IN THE 'STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS! THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 357 TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTION'S OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID FLOCK E; THENCE ALONG THE WEST LINE OF -.AID LOT NO. 1 , SOUTH 0 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 AN15LES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON SAID MAP OF TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 89 DEGREES 09' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE 'SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27' 37" , AN ARC. DISTANCE Y OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG, SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16" , AN ARC DISTANCE OF 126.38 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 31 DEGREES 49' 00" , AN ARC DISTANCE OF 111 . 06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID SLOCK A; THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 37, 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 89 DECREES 10 ' 26" EAST 41P.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONE+ THE EAST LINE 0',- LOTS 112, 118, 124, 130, 136, 142 AND 14:3 OF '_AID BLOCK A, SOUTH 0 DEGREE'S 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. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PASSE 41 OF SAID MISCELLANEOUS 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 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D THENCE SOUTH 89 DEGREES 15' 46" WEST 89.36 FEET; THENCE NORTH 57 DEGREES 12' S 1" WEST 146.93 FEET*7 THENCE NORTH 32 DEGREE'S 47' OQ 11 EAST 112.00 FEET TO A LINE PARALLEL WITH AND 150. O0 FEET WEST, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF 'SAID TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 0 DEGREES 44' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE 'SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 357- THENCE ALONG ',AID NORTH LINE, NORTH 89 DEGREES 10 ' 10" EAST 150.00 FEET TO THE WEST LINE OF SAID TRACT NO. 172, THENCE NORTH 0 DEGREES 44' 14" WEST ALONG 'SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING+. EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF '=,AID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. 2 This FINANCING STATEMENT is presented for filing pursuant t0 the California Uniform Commercial Code 1 DEBTOR (LASTNAMEFIRST IFANINDIVIDUAU 1A SOCIAL SECURITY OR FEDERAL TAX NO 4 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH I MAILING ADDRESS 1 C CITY STATE 1 D ZIP CODE _ )00 Main Street lHuntington Beach, California 92648 G nDDITIONAL DEBTOR OF ANY) (LAST NAME FIRST IF AN INDIVI 1U 2 A SOCIAL SECURITY OR FEDERAL TAX NO 28 MAILING ADDRESS 2C CITY STATE 2D ZIPCOOE V 3 DEBTORS TRADE NAMES OR STYLES OF ANY) 3A FEDERAL TAX NUMBER i 4 SECUREDPARTY FIRST INTERSTATE BANK OF CALIFORNIA AS TRUSTEE UNDER 4A SOCIAL SECURITY NO FEDERALTAXNO , NAME TRUST AGREEMENT DATED AS OF MAY 1, 1984 OR BANK TRANSIT AND A B A NO MAILING ADDRESS 707 Wilshire Boulevard, 10th Floor CITYRosemead STATE California ZIPCOD91770 5 ASSIGNEE OF SECURED PARTY OF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX NO OR BANK TRANSIT AND A B A NO NAME Gol den State Sanwa Bank MAILING ADDRES!90OO East Valley Boulevard CITY Rosemead STATE California ZIPCODi91770 6 This FINANCING STATEMENT covers the following types Or items of property(include desulptlon of real property on which located and owner of record when required by instruction 4) TO BE RECORDED/KEY FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, STATE OF CALIFORNIA See Attachment A hereto and by this reference incorporated herein 1 713 DEBTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE WITH 7 CHECK ® 17A PRODUCTS OF COLLATERAL INSTRUCTION 5(A)ITEM IF APPLICABLE ❑ARE ALSO COVERED ❑( 1 ) ❑(2) ❑(3) ❑ (4) I 8 CHECK ® I ❑ IF APPLICABLE j DEBTOR IS A TRANSMITTING UTILITY IN ACCORDANCE WITH UGC § 9105(1)IN) 1 9 DATE 6/19/1984 10 THIS SPACE FOR USE OF FILING OFFICER O (DATE TIME FILE NUMBER ® Chief Executive Officer D AND FILING OFFICER) SIG • B Secretary E REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 1 TYPE OR PRINT NAME(S)OF DEBTORS) 2 054 3 EISIO SECUREDPARTYIIESI Assistant Secretar 4 FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE 5 TYPE OR PRINT NAME(S)OF SECURED PARTY(IES) 6 1 1 Return copy to 7 URE f-Sarah S. Rhodes 8 ADDRESS Jones Hall Hill & White e Four Embarcadero Center, Suite 1950 San Francisco CA 94111 O ZIP CODE L J FORM UCC 1 - FILING FEE S 3 00 01 FILING OFFICER COPY Approved by the Secretory of State FR1E5iF0F"--j 6 S$S0, Poly Pak (50 sets)SPi01 ATTACHMENT A (a) All of Trustor 's right , title and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as 'Collateral' ) now or here- after affixed to, placed upon, or used in connection with the operation of that certain real property described in Exhibit A hereto (the 'Property' ) and incorporated herein by this reference or the improvements on the Property and all the proceeds of such property: all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light , fuel or refrigeration, or for ventilating or sanitary purposes , or for the exclusion of vermin or insects, or for the removal of dust , refuse or garbage ; all wallbeds, wall safes, built-in furniture and installations, shelving , lockers , partitions, doorstops , vaults , motors, elevators, dumbwaiters, awnings , window shades, venetian blinds, light fixtures , fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems , draperies , drapery rods and brackets, mirrors , mantles , screens, linoleum, carpets and carpeting, plumbing, bathtubs , sinks, basins, pipes, faucets, water closets , laundry equipment, washers , dryers , ice boxes, refrigerators, heating units, stoves , ovens , ranges, dishwashers, disposals , water heaters, incinerators, furniture, fixtures and furnishings, communication systems, all specially designed installations and furnishings and all of said articles of propertyp all building materials , supplies and equipment now or hereafter delivered to the Property, all security and cleaning deposits collected from any tenants or lessees of any part of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property, and , sub,ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( i ) all proceeds of any fire and/or builders risk insurance policy, or of any policy insuring the Property (and the contents of the improvement therein) against any other perils , ( ii ) all awards made in eminent domain proceedings , or purchased in lieu thereof , made with respect to the Property and ( iii ) any compensation, award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood, windstorm or any emergency or any other event and circumstance (the specific enumerations herein not excluding the general ) ; together with all additions to, subgtitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts, bonds, agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property, all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums , and all accounts, contract rights, chattel paper, instruments, general intangibles and other obligations of any kind now or hereafter existing, arising out of or in connection with the operation or development of the Property, all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such accounts, contract rights, chattel 2 papers, instruments , general intangibles or obligations , '511 causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property, and all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included , all payments under insurance (whether or not Secured Party is the loss payee thereof ) , or any indemnity , warranty or guaranty , payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. (b) The owner of record of the real property more particularly described on Exhibit A hereto is the Redevelopment Agency of the city of Huntington Beach. 3 EXHIBIT A THE LAND REFERRED TO HEREIN IS SIT►JATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED A .. FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING_. AT THE NORTHWEST CORNER OF LOT NO. i OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1, SOUTH 0 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 TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 89 DEGREES 09' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39. 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37", AN ARC DISTANCE OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16", AN ARC DISTANCE OF 126. 38 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 31 DEGREES 49 ' 00", 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, " 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 89 DEGREES 10' 26" EAST 49.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE 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. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS. 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 589. 52 FEET FROM THE SOUTHEAST CORNER OF :AID BLOCK D; THENCE SOUTH 89 DEGREES 15 ' 46" WEST 89.36 FEET; THENCE NORTH 57 DEGREES 12' 51" WEST 146.93 FEET; THENCE NORTH 32 DEGREES 47' 09" EAST 112. 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 ALONG SAID PARALLEL LINE, NORTH O DEGREES 44' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST IDUARTER OF SAID 'SECTION 35; THENCE ALONG '=AID NORTH LINE, NORTH 89 DEGREES 10 ' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 0 DEGREES 44 ' 14" WEST ALONG SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, LOTS i AND 13 IN BLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. 2 This FINANCING STATEMENT is presented for filing pursuant to the California Uniform Commercial Code I DEBTOR (LASTNAME FIRST IFAN INDIVIDUAU 1 A SOCIAL SECURITY OR FEDERALTAX NO REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH IS MAILING ADDRESS 1 C CITY STATE 1 D Zip CODE '000 Main Street lHuntinqton Beach California 192648 DITIONAL DEBTOR (OF ANY) (LAST NAME FIRST IFAN INDIVIDUAU 2A SOCIAL SECURITY OR FEDERAL TAX NO 2B MAILINGADDRESS 2C CITY STATE 2D ZIPCODE 3 DEBTORS TRADE NAMES OR STYLES (IF ANY) 3A FEDERAL TAX NUMBER 4 SECUREDPARTY FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE UNDER 4A OR BIANKSECURITY NO TRANSIT AND A B AR NO TAX NO NAM'TRUST AGREEMENT DATED AS OF MAY 1, 1984 MAILING ADDRESs707 Wilshire Boulevard, 10th Floor 1 CITY Angeles STATECalifornia ZIP CODE 9QQ 17i 5 ASSIGNEE OF SECURED PARTY OF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX NO OR BANK TRANSIT AND A B A NO NAME Golden State Sanwa Bank f MAILING ADDRESS 9000 East Valley Boulevard t CITY pnSpMpgd STATE ra 1 ifirimia ZIP COD I3 This FINANCING STATEMENT covers the following types or Items df property(include description of real property on which located and owner of record when required by instruction 4). See Attachment A hereto and by this reference incorporated herein 1 7B OEBTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE WITH 7 CHECK ® 17A PRODUCTS OF COLLATERAL INSTRUCTION 5(A)ITEM IF APPLICABLE ARE ALSO COVERED ( 1 ) ❑(2) 1 3) (4) 1 8 CHECK DEBTOR IS A TRANSMITTING UTILITY IN ACCORDANCE WITH UCC § 91 OS(t)INI IF APPLICABLE 1 g 1 DATE 6/19/1984 C 10 THIS SPACE FOR USE OF FILING OFFICER o (DATE TIME FILE NUMBER 11111, Ch of Executive Officer O AND FILING OFFICER) E SIG O 1 . Secretary 1 TYPE=9V9JPffAT.AqVCY OF THE CITY OF HUNTINGTON BEACH 2 3 SIGNATU EIS)O IECUR�..PAR �=)� Assistant Secretary4 5 FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE TYPE OR PRINT NAME(SI OF SECURED PARTYIIES) G 1 t Return copy to 7 NAME r—Sarah S. Rhodes � 8 ADDRESS Jones Hall Hill & White s (ITV Four Emba rcadero Center, Suite 1950 San Francisco CA 94111 o nr coot L -J FORM UCC t - FILING FEE S 3 00 I1)FILING OFFICER COPY Approved by the Secretary of State �0 SS801 Poly Pak (SO sets) 5P901 ATTACHMENT A All of Trustor°s right , title and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as "Collateral' ) now or here- after affixed to, placed upon, or used in connection With the operation of that certain real property described in Exhibit A hereto (the ®Property" ) and incorporated herein by this reference or the improvements on the property and all the proceeds of such property: all machinery, equipment , engines , appliances and fixtures for generating or distributing air, eater, heat , electricity , light , fuel or refrigeration, or for ventilating or sanitary purposes , or for the exclusion of vermin or insects , or for the removal of dust , refuse or garbage ; all wallbeds ► wall safes , built-in furniture and installations , shelving , lockers , partitions , doorstops , vaults , motors , elevators, dumbwaiters, awnings , window shades , venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems, draperies, drapery rods and brackets, mirrors , mantles , screens , linoleum, carpets and carpeting, plumbing, bathtubs , sinks , basins, pipes, faucets, water closets , laundry equipment , washers, dryers, ice boxes, refrigerators, heating units , stoves, ovens , ranges , dishwashers, disposals , water heaters, incinerators , furniture, fixtures and furnishings, communication systems, all specially designed installations and furnishings and all of said articles of property, all building materials , supplies and equipment now or hereafter delivered to the Property, all security and cleaning deposits collected from any tenants or lessees of any pr ,t of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property, and, sub)ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( i ) all proceeds of any fire and/or builders risk insurance policy, or of any policy insuring the Property (and the contents of the improvement therein) against any other perils , ( ii ) all awards made in eminent domain proceedings , or purchased in lieu thereof , made with respect to the Property and ( iii ) any compensation, award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood, windstorm or any emergency or any other event and circumstance (the specific enumerations herein not excluding the general ) ; together with all additions to, substitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts, bonds, agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property, all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums, and all accounts , contract rights, chattel paper, instruments, general intangibles and other obligations of any kind now or hereafter existing, arising out of or in connection with the operation or development of the Property, all rights now or hereafter existing in and to all security agreements , leases, and other contracts securing or otherwise relating to any such accounts, contract rights , chattel 2 papers , instruments, general intangibles �r obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property, and all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included , all payments under insurance (whether or not Secured Party is the loss payee thereof ) , or any indemnity, warranty or guaranty , payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. 3 EXHIBIT A THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE—HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOM' 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH 0 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 TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 89 DEGREES 09 ' 30" EAST 90. 44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27' 37" , AN ARC DISTANCE OF 60. 98 FEET TO THE BEGINNING• OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16", AN ARC DISTANCE OF 126.38 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 31 DEGREES 49' 00", 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 89 DEGREES 10' 26" EAST 49.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE 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 LI14E OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOM 19, PAGE 41 OF SAID MISCELLANECoUS 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 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 89 DEGREES 15' 46" WEST 89. 36 FEET; THENCE NORTH 57 DEGREES 12' 51 " WEST 146.93 FEET; THENCE NORTH 32 DEGREES 47' 09" EAST 112.00 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 ALONG SAID PARALLEL LINE, NORTH 0 DEGREES 44' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 89 DEGREES 10 ' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 0 DEGREES 44 ' 14" WEST ALONG SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, LOTS i AND 13 IN BLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. 2 2323F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REQUISITION FOR DISBURSEMENT OF DELIVERY COSTS The undersigned hereby states and certifies: (i ) that I am the duly appointed, qualified and acting Chief Executive Officer of 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 (the "Agency") and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same; and (ii ) that, pursuant to Section 3.02(1 ) of that certain Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, as trustee (the "Trustee") , the Agency and the City of Huntington Beach (the "City") , the undersigned hereby requests the Trustee to disburse from the Construction Fund established under the Trust Agreement to each of the payees designated below, the respective sums set forth opposite such designation, in payment or reimbursement of the following described Delivery Costs, as that term is defined in the Trust Agreement. Each of said amounts to be disbursed pursuant to this Requisition, a copy of the bill or statement of account for each of which is hereto attached, is for Delivery Costs properly chargeable to said Construction Fund and has not been the basis of any previous disbursement. PAYEE AND ADDRESS DESCRIPTION AMOUNT Golden State Sanwa Bank Letter of Credit Fees $92,000.00 9000 East Valley Boulevard Rosemead CA 91770 Jones Hall Hill & White, A Special Counsel Legal Fees $30,257 91 Professional Law Corporation Four Embarcadero Center Suite 1950 San Francisco CA 94111 PAYEE AND ADDRESS DESCRIPTION AMOUNT Redevelopment Agency of the Reimburseable Expenses $ 920.92 City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 Moody' s Investors Service Rating Agency Fee $10,000 00 99 Church Street New York NY 10007 California Municipal Statistics Debt Service Calculation Fee $ 300.00 244 Kearny Street San Francisco CA 94108 Rosen, Wachtell & Gilbert Legal Fees re• Letter of Credit $12 ,000.00 1888 Century Park East 21st Floor Los Angeles CA 90067 Dated: June 19, 1984 r Chief E cutive fficer, Redevelopment Agency of the City of Huntington Beach 2 2324F JHHW:SSR 05/16/84 .gfb 06/18/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REQUISITION NO 1 FOR DISBURSEMENT OF CONSTRUCTION COSTS The undersigned hereby states and certifies: (i ) that I am the duly appointed, qualified and acting Senior Community Development Specialist of 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 (the "Agency") and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same; (ii ) that, pursuant to Section 3.020 ) of that certain Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, as trustee (the "Trustee") , the Agency and the City of Huntington Beach, the undersigned hereby requests the Trustee to disburse from the Construction Fund established under the Trust Agreement to each of the payees designated below, the respective sums set forth opposite such designation, in payment or reimbursement of the following described Construction Costs, as that term is defined in the Trust Agreement: PAYEE AND ADDRESS DESCRIPTION AMOUNT Golden State Sanwa Bank Construction Overview Fee $62,251 .46 9000 East Valley Boulevard Rosemead CA 91770 (iii ) that each of said amounts to be disbursed pursuant to this Requisition, a copy of the bill or statement of account for each of which is hereto attached, has been properly incurred as a Construction Cost properly chargeable to said Construction Fund and has not been the basis of any previous disbursement; and it "r (iv) that no notice of any lien or claim affecting the right of any person to receive payment of the amount stated in this Requisition has been filed or attached. Dated: June 19, 1984 = enior Comm ity Deve opm nt Specialist, development Agency f--th City of Huntington Beach APPROVED: June 19, 1984 GOLDEN STATE SANWA BANK By - T i t 1 U ce �.t,,�e,,,� i 2 9000 East Valley Blvd Rosemead, CA 91770 (818) 288-0220 June 15, 1984 INVOICE RE: $4 , 600 , 000 Certificates of Participation (Emerald Cove Senior Citizens Housing Porject) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental For Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Item Amount Letter of Credit Origination Fee. . . . . . . . . . . . . . . $ 46, 000. 00 Letter of Credit First Year' s Annual Fee. . . . . . . 46, 000. 00 Construction Overview Fee. . . . . . . . . . . . . . . . . . . . . . 62,251. 46 Total Due at Closing (6/19/84) $154 , 251. 46 STONES HALL MILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLESF ADAMS (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON PHILIP N LEE AUTOMATIC TELECOPIER JONATHAN STAEBLER (418) 391 5784 JORGEN L NIELSEN TRACY E CONNER June 19, 1984 City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Re: $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interest of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as Rental for Certain Property Pursuant to a Lease Agreement With the Redevelopment Agency of the City of Huntington Beach INVOICE For Legal Services Rendered: 1% of the firs $1 ,000,000 of principal $10,000.00 1/2% of the remaining $3,600,000 of principal 18,000.00 $28,000.00 For Reimbursable Expenses: Delivery and Messenger $470.91 GKL Corporate Search 25 00 Travel 982.00 Closing Costs 780 00 $2,257.91 $30,257.91 may$ investors se mce »Church Street New York,N Y.10 M7 MA-293 May 31, 1984 Huntington Beach Redevelopment Agency, California-LOC Backed c/o Ms. Pamela Wiget Stone & Youngberg One California Street San Francisco, California 94111 For Professional Services Municipal Bond Rating: $4,600,000 Emerald Cove Senior Citizens Housing, Certificates of Participation (LOC: Sanwa Bank, Ltd.) FEE: $10,000. Cam_ -TI " r54y J-4Y Tx � i - a d C CALIFORNIA MLINICIPAL STATISTICS, INC. 244 KEARNY STREET SAN FRANCISCO 941oe 415 421 3316 April 10, 1984 Ms. Pamela Wiget Stone & Youngberg One California St. , Suite 2800 San Francisco, CA 94111 INVOICE ------------------------------------------------------------------------------ Debt Statement for the City of Huntington Beach (Sent to Miller & Schroeder Municipals on December 21, 1983) $ 300.00 LAW OFFICES BOSEN, WACHTELL & GILBEBT A PROFESSIONAL CORPORATION 1888 CENTURY PARK EAST-SUITE 2100 LOS ANGELES CALIFORNIA 90067-1725 (213)553-2900 FAX(213)553-1507 (213)879-9979 June 18, 1984 1546-20008 First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Re: City of Huntington Beach - (Emerald Cove) Senior Citizens Housing Project For legal services rendered and costs. $12, 000 . 00 FHITZ R STRADLING STRADLING, YOCCA, CARLSON & RAUTH NICE E YOCCA A PROFESSIONAL CORPORATION C CRAIO CARLSON WILLIAM R RAUTH III ATTORNEYS AT LAW C SCHAAF 660 NEWPORT CENTER DRIVE, SUITE 1600 HARD C GOODMAN aNJ MURPHY WELLS FARGO BANK BUILDING JOHNE BRECEENRIDOE 1 HOMAS P CLAPB,JR BEN FRYDMAN POST OFFICE BOX 7680 OF COUNSEL Rwm R MCEwEN PAUL L GALE NEWPORT BEACH, CALIFORNIA 92660-6401 RUDOLPH C SHEPARD M D TALBOT TELEPHONE(714)640 7035 BRUCE C STUART DOUGLAS F HiOHAM TELECOPIER (714)640 7332 E KURT YEAGEH DARYL H CARLSON ROBERT J WHALEN JAMES M PHILLIPS.JR SCOTT E MCCONNELL RENA C STONE RANDALL J SHEHMAN BARNEYA ALLISOx June 19, 1984 BRUCE FEUCHTEB LAwRENCE D FRENZEL MARE J HUEBSCH PEOIA GROUNDWATER DONALD J HAMMAN ToNY L LowE CHRISTOPHER J KILPATRICK NANCY RADER WHITEHEAD LEWIS G FELDMAN SYLVIA D LAUTSCH CLAPS H LIBENSON Stone & Youngberg, as representative of the Underwriters Kidder, Peabody & Co. Incorporated c/o Stone & Youngberg One California Street Suite 2800 San Francisco, California 94111 Re: $4,600,000 Principal Amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Ladies/Gentlemen: We have acted as special counsel for the Redevelopment Agency of the City of Huntington Beach ( "Agency") in connection with the sale and delivery of $4. 6 million principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) dated as of June 1, 1984 ( "Certificates" ) . This opinion is delivered to you as required by that certain Contract of Purchase ( "Contract of Purchase" ) dated May 31, 1984 by and among you as purchaser of the Certificates, the Agency, the City of Huntington Beach ( "City" ) and First Interstate Bank, as trustee. All capitalized terms used herein shall have the same meaning ascribed to them in the Contract of Purchase unless indicated to the contrary. In rendering this opinion we have examined originals or certified copies of the Contract of Purchase, Trust Agreement, the Lease, the Deed of Trust, the Assignment, the Agency Letter of Representation, and such other resolutions, ordinances, documents, agreements, certificates, opinions and Stone & Youngberg June 19, 1984 Page Two information as we have deemed necessary. We have assumed, for the purposes of this opinion, that all signatures on all documents are genuine, the documents shown to us are complete, no modifications to any thereof exist, and that all documents, other than documents executed by the Agency, have been executed by persons with full authority to execute them and bind the parties thereto. We have, in addition, relied upon certificates of officers of the Agency and an opinion of the attorney of the City dated as of the date hereof, and the certificates and opinions of others as to certain factual matters, and in connection therewith, have not made any independent investigation or verification of the matter set forth therein, but have relied solely on such certificates and opinions for the purposes of our opinion. We have not been engaged nor have we undertaken to review the accuracy, completeness or sufficiency of any financial information or offering material relating to the Certificates or the senior citizens housing project to be constructed with the proceeds thereof, and we express no opinion relating thereto, except as specifically set forth herein. Based upon the foregoing and subject to the conditions, limitations and assumptions set forth herein, we are of the opinion that: (i ) the Agency is a public body, corporate and politic, duly organized, validly existing and in good standing under the laws of the State of California; ( ii) the Agency has full legal power and adequate corporate authority to enter into the Trust Agreement, Lease, Deed of Trust, the Assignment and the Agency Letter of Representation, to approve the Contract of Purchase, to own its properties and to carry on its business as then conducted; ( iii) The Agency Letter of Representation has been authorized, executed and delivered by the Agency, and consti- tutes the valid and binding agreement of the Agency, except as enforceability of the indemnification provisions thereof may be limited by applicable securities laws or public policy; ( iv) The Deed of Trust, the Trust Agreement, the Assignment, the Agency Letter of Representation and the Lease have been validly authorized and executed and delivered by the Agency and constitute valid and binding agreements of the Stone & Youngberg June 19, 1984 Page Three Agency, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principals if equitable remedies are sought, provided that in rendering the foregoing opinion we have relied upon the telephonic advice today from a representative of Jones, Hall, Hill & White, a professional corporation ( "Special Counsel") as to (a) the recording of the Deed of Trust, (b) the payment of all applicable recording charges, filing fees and taxes, and (c) the title company' s issuance of its lender' s policy of title insurance in the form required by Section 5.6 of the Trust Agreement and the statement of a representative of Special Counsel that the UCC-1 Financing Statement executed by the Agency as debtor, in favor of First Interstate Bank of California as trustee, will be duly filed with the Secretary of the State of California; (v) The Agency has approved the Contract of Purchase; (vi) The description of the Agency in the official Statement is correct; (vii) Except for the issuance of building permits, zoning variances, if any, and similar ministerial governmental approvals associated with the construction of the project, no consent, approval, authorization or order of any court or governmental body is required for the consummation by the Agency of the transactions contemplated herein, except as such as have been obtained and as such as may be required under the State Securities or Blue Sky laws in connection with the purchase or distribution of the Certificates by you; (viii) To the best of our knowledge, no litigation or proceeding is pending or threatened against the Agency (a) to restrain or enjoin the delivery of any of the Certificates or the collection of revenues pledged under the Lease Agreement, (b) in any way contesting the validity of the Certificates, the Trust Agreement, the Assignment, the Lease, the Deed of Trust, the Agency Letter of Representation or the Contract of Purchase, or the authority of the Agency to enter into the Assignment, the Lease, the Deed of Trust, the Agency Letter of Representation or the Contract of Purchase, or the Trust Agreement, or (c) in any way contesting the powers of the Agency in connection with any action contemplated by the Contract of Purchase; Stone & Youngberg June 19, 1984 Page Four (ix) The execution and delivery of the Trust Agreement, the Lease, the Assignment, the Agency Letter of Representation and the Deed of Trust by the Agency and performance by the Agency of its obligations thereunder will not conflict with or result in any breach of any of the terms, conditions or provisions of any agreement or instrument to which the Agency is a party or constitute a default thereunder, and all consents, approvals, authorizations and orders of a governmental or regulatory authority, if any, which are required to be obtained by the Agency for the consummation of the transactions contemplated hereby or as conditions precedent to the issuance of the Certificates have been obtained (provided no opinion is hereby expressed as to any action required under State security or Blue Sky laws in connection with the purchase or distribution of the Certificates by you) ; ( x) Nothing has come to our attention which would indicate that the description of the Agency contained in the Official Statement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The validity and binding nature of the Trust Agreement, Lease, Deed of Trust and Assignment are subject to and limited by the following: (a) Limitations imposed by certain California court decisions on granting strict enforcement of certain covenants in contracts absent a showing of damage to the party to whom the covenants run, impairment of value of collateral or impairment of the obligor' s ability to pay; (b) The unenforceability under certain circumstances of contractual provisions respecting various self-help or summary remedies without notice or opportunity for hearing or correction, especially if their operation would work a substantial forfeiture or impose a substantial penalty upon the burdened party; (c) The unenforceability under certain circumstances of provisions waiving broadly or vaguely stated rights, rights expressed by statute or public policies, or unknown future rights and of provisions that rights or remedies are not Stone & Youngberg June 19, 1984 Page Five exclusive, that every right or remedy is cumulative and may be exercised in addition to or with some other right or remedy or the election of some particular remedy or remedies does not preclude recourse to one or more others; (d) The effect of Section 1670.5 of the California Civil Code which provides that a court may refuse to enforce a contract which was "unconscionable" at the time it was made; (e) The effect of Sections 3439.01 to 3442, inclusive, of the California Civil Code; (f) The effect of Section 2954.5 of the California Civil Code which provides that before a default, delinquency or late payment which may be assessed by any lender, the borrower must be given notice or informed by billing or other notices provided in such section; and - (g) The effect of Section 2924( c) of the California Civil Code which provides that whenever the maturity of an obligation secured by a deed of trust is accelerated by reason of a default in the payment of interest or by any installment of principal or other sums secured thereby, the trustor and certain other entitled persons have the right at any time within three months of the recording of the notice of default under such Deed of Trust to secure such default by paying the entire amount then due (including certain reasonable costs and expenses incurred in enforcing such obligations, but excluding any amounts which would not otherwise be due but for such acceleration) and thereby reinstate such Deed of Trust and the obligations secured thereby to the same effect as if such acceleration had not occurred. With respect to the opinion rendered in paragraph ( iv) above, we call your attention to the fact that the validity, binding nature and enforceability of certain provisions of the Deed of Trust related to the remedies available thereunder upon the default of the Agency are subject to the effect of Section 9501 (4) of the California Uniform Commercial Code and Section 726 of the California Civil Procedure which provides that there could be but one form of action for recovery on a debt secured by real property. Stone & Youngberg June 19, 1984 Page Six The opinions expressed herein are subject to the City' s and/or Agency' s failure to obtain title to Parcels 1 and 13 as described in Exhibit A to the Deed of Trust. We are licensed to practice law only in the State of California. Accordingly, the foregoing opinion applies only insofar as the laws of the State of California or the United States of America may be concerned. This opinion is furnished pursuant to your request and it is intended solely for your benefit and may not be relied upon by, nor copies delivered to any other person, without our prior written consent. Very truly yours, X VI 16yo 8458P/2273/00 INCUMBENCY CERTIFICATE I, Joni Kemsley, Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation, hereby certify that by resolution duly adopted by the Board of Directors of this Corporation, the officers named upon this certificate have been duly elected, are now acting and are qualified to sign on behalf of this Corporation, that the specimen signatures appearing opposite the names and titles are the genuine signatures of such officers and that said resolutions electin ese officers are now in full force and effect. Carmel Tully, Vice President & Assistant Secretary e s R. Bradley, Trust Officer & Assistant Secretary i R. Ruelos , Assistant Trust Officer � P. Emge, Assistant Trust Officer � WITNESS my hand and the seal of said Corporation this 19th day of June, 1984 . Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS of FIRST INTERSTATE BANK OF CALIFORNIA RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Vice President, the Cashier, the Comptroller, or any Senior Trust Officer, together with the Secretary or any Manager, Assistant Manager, Trust Officer, Assistant Vice President, Assistant Trust Officer, Assistant Cashier, Assistant Comptroller, Corporate Facilities Officer, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer, with or without the seal of this Corporation, may: (1) make, sign, execute, and deliver in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account, all bond indentures, conveyances, deeds, quit-claims, leases, mortgages, security agreements, powers of attorney, bonds of indemnity or other undertakings, contracts for the purchase or sales of real or personal property, repurchase agreements, guaranties, reconveyances of property, releases and satisfactions of mortgages, security agreements, judgments, and other liens; (2) assign, transfer, and deliver bonds, certificates of stock and other obligations and instruments belonging to this Corporation or any trust held by this Corporation; (3) except as otherwise provided in this resolution, make, sign, execute, and deliver any other instruments, documents or agree- ments relating to or affecting the property or business of this Corporation, or the property or business of any court trust held by this Corporation, or the property or business of any private trust held by this Corporation, which may be found necessary, proper or expedient to be executed, signed or delivered in conduct- ing the business of this Corporation. FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Vice President, the Cashier, Comptroller, Secretary, any Senior Trust Officer, or Manager, with or without the seal of this Corporation, and in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account may. (1) make, execute, and deliver loan agreements and modifications or amendments thereto and extend, or consent to the extension of, the time for payment of any note, mortgage, security agreement or deed of trust, (2) make, execute, and deliver assignments or reassignments of any notes, mortgages, security agreements, leases, royalties, insurance policies or any other documents executed in favor of or assigned to this Corporation as security for any indebtedness. FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Vice President, the Cashier, Comptroller, Secretary, any Senior Trust Officer, Manager, Assistant Manager, Trust Officer, Assistant Vice President, Assistant Trust Officer, Assistant Cashier, Assistant Comptroller, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, International Banking Officer, or Leasing Officer, with or without the seal of this Corporation, and in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account may: (1) make, execute, and deliver full or partial releases or satisfactions of mortgages, security agreements, loan agreements, assignments or liens relating to or affecting real or personal property; (2) make, execute, and deliver financing statements, statements of continuation, release, assignment, termination, and amendment, and any other documents relating to or affecting a security interest in personal property, settlement agreements, bankruptcy claims; (3) accept delivery and receipt for any money or property paid or delivered to this Corporation; (4) A. Make, execute and deliver (a) requests to any trustee or trustees named in any deed of trust under which this Corporation is or may hereafter become beneficiary or assignee of any benefi- ciary, for a full or partial reconveyance of the property covered by such deed of trust; (b) notices of breach and election of this Corporation to sell or cause to be sold any property described in any aforementioned deed of trust, to satisfy the obligation secured by said deed of trust, as is provided in Section 2924, of the Civil Code; (c) notices to trustee or trustees named in any aforementioned deed of trust, to proceed to carry out the terms of said described in the said deed of trust, as is provided for by law, and to apply the proceeds to the satisfaction of the obliga- tion to this corporation secured by said deed of trust, (d) full and/or partial reconveyances when and as required under deeds of trust pursuant to which this Corporation is acting as Trustee and Notices of Trustee' s Sale and any and all other documents of every nature to be executed in connection with foreclosures under such deeds of trust excepting Trustee' s deed after sale; (e) certify notes as being secured by deeds of trust and/or declarations of trusts, B. Do any other act or sign any other document that may be necessary, expedient or proper in order to protect the rights of the said Corporation in any of said deeds of trust, and bring about the performance of the terms of any of said deeds of trust to satisfy the obligation to this Corporation on its own account or in any fiduciary or representative capacity; -2- (S) accept court trusts, accept private trusts, accept and consent to the conversion of private trusts into court trusts, sign and verify petitions and accounts and returns of sale and reports and all other pleadings and documents proper to be filed in probate or other court proceedings respecting a court or private trust, sign and verify pleadings in actions at law or in equity, petition for the appointment of this Corporation as Executor, Administrator, Administrator with the Will Annexed, Guardian, Trustee, Conservator, and Receiver in any proceedings in probate or in equity, take and sign oaths and verifications to Letters Testamentary, Letters of Administration, Letters of Guardianship, Letters of Conservatorship, appointments as Trustee and Receiver, and such other oaths and verifications on the part of this Corporation as may be necessary or proper in any proceeding, resign as Executor, Administrator, Guardian, Trustee, Conservator or Receiver, (6) execute and deliver proxies and powers of attorney to vote shares of corporate stocks held by this Corporation for itself or as Executor, Administrator, Receiver or Trustee, or any other repre- sentative or fiduciary capacity; (7) certify Certificates of Beneficial Interest, certificates of ownership and other evidences of the rights of beneficiaries in and to court and private trusts held by this Corporation, (8) sign (a) certificates of authentication for and on behalf of this Corporation as trustee, or in other representative capacities , with respect to bonds , notes, debentures and other obligations issued under corporate mortgages , trust agreements and other indentures executed to this Corporation and (b) certificates for securities deposited, interim certificates and other certificates for and on behalf of this Corporation as depository or agent, (9) countersign bonds, notes, certificates of stock, voting trust certificates or participation certificates on behalf of this Corporation as transfer agent or registrar; (10) certify certificates of cancellation and of cremation of stocks and bonds, (11) certify copies of any By-Law, record, document or any instrument belonging to this Corporation or to any trust held by it FURTHER RESOLVED, that a copy of this resolution be recorded at the discretion of the Secretary in the office of the County Recorder of any County of the State of California. -3- I, Joni hemsley, Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation, hereby certify that the foregoing is a full, true, and correct copy of a resolution duly adopted by the Board of Directors of said Corporation at a meeting of said Board duly and regularly held on the 16th day of April, 1984, at which meeting a quorum of said Board was present and acting, and that said resolutions are in full force and effect and have not been revoked. WIT'' ESS my hand and seal of said Corporation this 1 9 t h day of June , 1984 . Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA 2326F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF TRUSTEE The undersigned hereby states and certifies: (i ) that I am a duly appointed, qualified and acting Assistant Secretary of First Interstate Bank of California, as trustee (the "Trustee") under that certain Trust Agreement, dated as of May 1 , 1984, by and among First Interstate Bank of California, the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach; and 00 that the representations and warranties of the Trustee contained in the Contract of Purchase, dated May 31 , 1984, by and among Stone & Youngberg, the Trustee, the City and the Agency, are true and correct as of the date hereof as though made on and as of the date hereof. Dated: June 19, 1984 sis ant Secre ary, First Ier Bank f nt California This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code ) FILE NO OF ORIG FINANCING STATEMENT IA DATE OF FILING OF ORIG FINANCING 113 DATE OF ORIG FINANCING STATEMENT )C PLACE OF FILING ORIG FINANCING STATEMENT STATEMENT, me n Rcrdr CA 2 '4 (LAST NAME FIRST) 2A SOCIAL SECURITY OR FEDERAL TAX NO — )EVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2f} MA ING ADDRESS Uuntjngtan-jgdgh. 0 CITY STATE 2D ZIP CODE ili r i 3 ADDITIONAL DEBTOR ryF ANY, ,LAST NAME FIRST, 3A SOCIAL SECURITY OR FEDERAL TAX NO 3B MAILING ADDRESS 7 Y STATE 3D ZIP CODE 4 SECURED PARTY FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE UNDER TRUST 4A SOCIAL SECURITY NO FEDERAL TAX NO DR BANK TRANSIT AND ABA NO NAMEAGREEMENT DATED AS OF MAY 1, 1984 MAILING ADDREs�707 Wilshire Boulevard, loth Floor CITYAagp] STATEifQrniaZIP COPE 5 ASSIGNEE OF SECURED PARTY IF AN Y 5A SOCIAL SECURITY No FEDERAL TAX NO OR , BANK TRANSIT AND A B A No NAME Golden State Sanwa Bank MAILING ADDRESS 9000 East Valley Boulevard CITY Rosemead STATEifQrnj& ZIP CODE 917ZQ + 6 CONTINUATION The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown above ❑is continued If collateral is crops Or timber check here and insert description of real property on which growing or to be grown in Item A 7 below eaRELEASE From the collateral described In the Financing Statement bearing the file number shown above the Secured Party releases the collateral ! described in Item 7 below nASSIGNMENT The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured Party's rights under the EIXX� Financing Statement beonng the file number shown above in the collateral described in Item 7 below (�TERMINATION The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing Statement bearing the file o+ number shown above u AMENDMENT The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required on all amendments) F❑OTHER 7. TO BE RECORDED/FILED IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, STATE OF CALIFORNIP See Attachment A hereto and by this reference incorporated herein B CO 9 This Space for Use of Filing Officer (Date) June 19 1984 D (Date, Time, Filing Office) Ar—riirV,4rX THE CITY OF HUNTINGTON BEACH Chief Executive Officer 2 By, Secretary3 E�( (TITLE) BANKFIRST NTrDrTATP F CALIFORNIA AS TRUSTEE 4 By Assistant Secretary 5 SIGNATURES) OF SECURED PARTY(IES) (TITLE) 6 10 Return Copy $® r Sarah S. Rhodes 7 NJ Jones Hall Hill & White 8 AD' Four Embarcadero Center, Suite 1950 ATY,STA ND ZIPS San Francisco CA 94111 9 L —� (1) FILING OFFICER COPY STANDARD FORM FILING FEE f3 00 ®SSB02 Poly Pak(50 soft)SP302 STANDARD BY FOTWEE SECRETARY Of STATE YNIFORY COtlgERC1AL CODE- FORM YCG-E ATTACHMENT A (a) All of Trustor's tight , title and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as 'Collateral® ) now or here- after Sffixed to, placed upon , or used in connection with the operation of that certain real property described in Exhibit A hereto (the 'Property' ) and incorporated herein by this reference or the improvements on the Property and all the proceeds of such property: all machinery , equipment , engines, appliances and fixtures for generating or distributing air, water• heat ' electricity , light , fuel or refrigeration , or for ventilating or sanitary purposes , or for the exclusion of vervain or insects, or for the removal of dust , refuse or garbage ; all wallbeds, wall safes , built-in furniture and installations , shelving, lockers, partitions , doorstops , vaults, motors , elevators, dumbwaiters, awnings , window shades , venetian blinds , light fixtures, fire hoses and brackets and boxes for the same , fire sprinklers, alarm systems , draperies , drapery rods and brackets, mirrors , mantles , screens , linoleum, carpets and carpeting, plumbing, bathtubs , sinks , basins , pipes, faucets, water closets, laundry equipment , washers , dryers , ice boxes, refrigerators, heating units, stoves , ovens , ranges, dishwashers , disposals, water heaters, incinerators, furniture, fixtures and furnishings, communication systems, all specially designed installations and furnishings and all of said articles of property, all building materials , supplies and equipment now or hereafter delivered to the Property , all security and cleaning deposits collected from any tenants or lessees of any part of the property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the property, and , sub,ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( i ) all proceeds of any fire and/or builders risk insurance policy, or of any policy insuring the property (and the contents of the improvement therein) against any other perils , ( ia ) all awards made in eminent domain proceedings , or purchased in lieu thereof , made with respect to the property and ( iii ) any compensation, award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood, windstorm or any emergency or any other event and circumstance (the specific enumerations herein not excluding the general ) ; together with all additions to, substitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts , bonds , agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property, all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums , and all accounts, contract rights, chattel paper® instruments, general intangibles and other obligations of any kind now or hereafter existing , arising out of or in connection with the operation or development of the Property, all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such accounts, contract rights ► chattel 2 papers , instruments , general intangibles or obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property , and all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included , all payments under insurance (whether or not Secured party is the loss payee thereof ) ► or any indemnity , warranty or guaranty , payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. (b) The owner of record of the real property more particularly described on Exhibit A hereto is the Redevelopment Agency of the City of Huntington Beach. 3 EXHIBIT A THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS! THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK. E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF tRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING_, AT THE NORTHWEST CORNER OF LOT NO. i OF SAID 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 TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 89 DEGREES 09' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF -3.9. 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37" , AN ARC DISTANCE OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16", AN ARC DISTANCE OF 126.38 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 31 DEGREES 49 ' 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 89 DEGREES 10' 26" EAST 49.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE 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 FEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS 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 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 89 DEGREES 15 ' 46" WEST 89. 36 FEET; THENCE NORTH 57 DEGREES 12' 51" WEST 146.93 FEET; THENCE NORTH 32 DEGREES 47' 09" EAST 112. 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 ALONG SAID PARALLEL LINE, NORTH 0 DEGREES 44' 14" WEST 225. 00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 89 DEGREES 10 ' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 0 DEGREES 44 ' 14" WEST ALONG, SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. 2 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code I FILE NO OF ORIG FINANCING STATEMW 1 A DATE OF FILING OF ORIG FINANCING I B DATE OF ORIG FINANCING STATEMENT IC PLACE OF FILING ORIG FINANCING STATEMENT STATEMENT June 19, 1984 June 19, 1984 Sacramento, California 2 IR (LAST NAME FIRSTI 2A SOCIAL SECURITY OR FEDERAL TAX NO KEDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH i� MAILING ADDRESS 2C CITY STATE 2D ZIP CODE 2000 MAIN STREET HUNTINGTON BEACH, CALIFORNIA 92648 3 ADDITIONAL DEBTOR IIF ANY, (LAST NAME FIRST, 3A SOCIAL SECURITY OR FEDERAL TAX NO 3B MAILING ADDRESS 3C CITY STATE 3D ZIP CODE 4 SECURED PARTY 4A SOCIAL SECURITY NO FEDERAL TAX NO OR FIRST INTERSTATE BANK OF CALIFORNIA, TRUSTEE UNDER TRUST BANK TRANSIT AND ABA NO NAME AGREEMENT DATED AS OF MAY 1, 1984 MAILING ADDRESS 707 Wilshire Boulevard, 10th Fl . CITYLos Aagelps STATE California ZIP LODE 20017 5 ASSIGNEE OF SECURED PARTY IF ANY, 5A SOCIAL SECURITY NO FEDERAL TAX NO OR BANK TRANSIT AND A B A NO NAMEGolden State Sanwa Bank MAILING ADDRESS9000 East Valley Boulevard ' CITYRosemead STATECal ifQrnia ZIP CODE 6 CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and dote shown above Is continued If collateral is crops or timber check here and Insert description of real property on which growing or to be grown in Item A a 7 befaw RELEASE From the collateral described in the Financing Statement bearing the file number shown above the Secured Party releases the collateral I s�described in Item 7 below nASSIGNMENT The Secured Party certifies that the Secured Party has assigned to the Assignee above named all the Secured Party s rights under the cu s i Financing Statement bearing the file number shown above in the collateral described in Item 7 below TERMINATION The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing Statement bearing the file D�number shown above AMENDMENT The Financing Statement bearing the file number shown above is amended as set forth in Item 7 below (Signature of Debtor required on all amendments) IF OTHER 7. see Attachment A hereto and by this reference incorporated herein I i B C 9 This Space for Use of Filing Officer Date )June June 19, 1984 19 D (Date, Time, Filing Office) REDEV MENT AUNCYooiftr THE jGITY OF HUNTINGTON BEACH I ief Executive Officer 2 By - Sec r e t a r 3 @( p (TITLE) FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE 4 B - � Assistant Secretary 5 y SIGNATURE(S) OF SECURED PARTY(IES) (TITLE) 6 10 Return Copy to 7 NA rSarah S. Rhodes � g ADDRESS Jones Hall Hill & White CITY,STATE Foue Embarcadero Center, Suite 1950 9 AND ZIP LSan Francisco CA 94111 J (1) FILING OFFICER COPY STANDARD FORM FfUNG FEE S300 APPROVED BY THE SECRETARY OF STATE UNIFORM COME CODE- FORM UCC�E M 9 SS802 Poly Pak(50 sets)WSW ATTACHMENT A All of Trustor's right , title and interest now owned or hereafter acquired in and to the following property (here- after collectively referred to as 'Collateral' ) now or here- after affixed to, placed upon, or used in connection with the operation of that certain real property described in Exhibit A hereto (the 'Property' ) and incorporated herein by this reference or the improvements on the Property and all the proceeds of such property: all machinery► equipment , engines, appliances and fixtures for generating or distributing air, water, heat , electricity► light , fuel or refrigeration, or for ventilating or sanitary purposes , or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage ; all wallbeds, wall safes, built-in furniture and installations , shelving , lockers , partitions , doorstops , vaults , motors , elevators, dumbwaiters, awnings , window shades, venetian blinds , light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems , draperies, drapery rods and brackets, mirrors, mantles , screens, linoleum, carpets and carpeting, plumbing ► bathtubs , sinks , basins , pipes, faucets , water closets, laundry equipment, washers , dryers, ice boxes, refrigerators, heating units, stoves, ovens , ranges, dishwashers, disposals, water heaters, incinerators , furniture, fixtures and furnishings, communication systems, all specially designed installations and furnishings and all of said articles of property, all building materials , supplies and equipment now or hereafter delivered to the Property, all security and cleaning deposits collected from ,ny tenants or lessees of any part of the Property, all deposits collected from purchasers pursuant to contracts for sale of the Property or any portion of the Property, and , sub]ect to the provisions of that certain Deed of Trust covering the Property securing the obligations of Trustor, ( i ) all proceeds of any fire and/or builders risk insurance policy, or of any policy insuring the Property (and the contents of the improvement therein) against any other perils , ( ii ) all awards made in eminent domain proceedings , or purchased in lieu thereof , made with respect to the Property and ( iii ) any compensation , award of payment or relief given by any governmental agency or other source because of damage to the Property resulting from earthquake, flood, windstorm or any emergency or any other event and circumstance (the specific enumerations herein not excluding the general ) : together with all additions to , substitutions for, changes in or replacements of the whole or any part of said articles of property together with all contract rights of the Debtor in construction contracts , bonds , agreements for purchase and sale of the Property, all policies of insurance arising out of the improvement or ownership of the Property, all present and future agreements pertaining to the operation of the Property or the conversion of the improvements to condominiums, and all accounts , contract rights , chattel paper, instruments, general intangibles and other obligations of any kind now or hereafter existing, arising out of or in connection with the operation or development of the Property , all rights now or hereafter existing in and to all security agreements , leases, and other contracts securing or otherwise relating to any such accounts, contract rights , chattel 2 papers , I general intangibles or obligations , all causes of action and recoveries now or hereafter existing for any loss or diminution in value of the Property, and all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included , all payments under insurance (whether or not Secured Party is the loss payee thereof ) , or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral , but excluding any and all trade fixtures and tenant improvements located on the Property and not owned by the Debtor, provided that such trade fixtures and/or such tenant improvements are removed from the Property within thirty (30) days after the expiration of the lease with any tenant owing such trade fixtures and/or such tenant improvements. 3 EXHIBIT A THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED A , FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51 , PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND i2 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1 , SOUTH 0 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 TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 89 DEGREES 09' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88 DEGREES 27 ' 37", AN ARC DISTANCE OF 60. 98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 10' 16", AN ARC DISTANCE OF 126.38 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 31 DEGREES 49 ' 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 89 DEGREES 10' 26" EAST 49.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE 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. $197, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAP'; THENCE ALONG SAID EAST LINE, SOUTH 0 DEGREES 44' 14" EAST 70.00 FEET TO A POINT BEING NORTH 0 DEGREES 44' 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 89 DEGREES 15' 46" WEST 89. 36 FEET; THENCE NORTH 57 DEGREES 12' 51" WEST 146.93 FEET; THENCE NORTH 32 DEGREES 47' 09" EAST 112.00 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 ALONG SAID PARALLEL LINE, NORTH 0 DEGREES 44' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 89 DEGREES 10 ' 10" EAST 150. 00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 0 DEGREES 44 ' 14" WEST ALONG SAID WEST LINE, 279. 76 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, LOTS 1 AND 0 IN BLOCK A OF SAID TRACT NO. 172. ALSO EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. 2 2329F JHHW:SSR 06/18/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH TRUSTEE' S RECEIPT OF FUNDS AND LETTERS OF CREDIT The undersigned hereby states and certifies: (i ) that I am a duly appointed, qualified and acting Assistant Secretary of First Interstate Bank of California, as trustee (the "Trustee") under that certain Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach; (ii ) that on the date hereof I received from Stone & Youngberg and Kidder, Peabody & Co Incorporated, as purchasers of $4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) , the following amounts , being the purchase price of said Certificates, for deposit in the following funds and accounts established pursuant to the Trust Agreement. $ 194,222 22 For deposit into the Interest Reserve Fund (representing the Interest Reserve Requirement of 160 days ' interest component of the Lease Payments) , $ 36,416 67 For deposit into the Lease Payment Reserve Fund (representing the maximum monthly Lease Payment) , $ 437,000.00 For deposit into the Lease Payment Fund (representing $21 ,850.00 accrued interest from June 1 , 1984 to the date hereof and $415,150 00 capitalized interest from the date hereof to June 1 , 1985) , $ 46,000.00 For deposit into the special Letter of Credit Fee Account, and $3,781 ,711 .11 For deposit into the Construction Fund; TOTAL $4,495,350.00 (iii ) that said total purchase price was computed as follows: $4,600,000.00 Face Amount of Certificates (126,500.00) Less Underwriting Discount of 2.75% 21 ,850.00 Plus Accrued Interest from June 1 , 1984 to June 19, 1984 $4,495,350.00 O v> that I received this date from Golden State Sanwa Bank an irrevocable letter of credit for the account of the City in favor of the Trustee in the amount of $4,600,000, and (v) that I received this date from The Sanwa Bank, Limited, an irrevocable letter of credit confirming the above-described letter of credit, in favor of the Trustee Dated: June 19, 1984 i6x' A S Si stantry, First Interstate Bank of California 2 S S TONE AND YOUNGBB'MVE L IJ S FAR G O BAN X v NATIONAL ASSOCIATION Na 5 0 5 8 9 9 sC FFIE tJ CASHIERS CHECK 42DMONTGOMERYSTTV RT V4 ETEITSSANFRANCSCOO CALIFORNIA 9416Q NE 19, „ 24 001 19 1210,8, FAY �43 495, 350.00 FIRST INTERSTATE BANK OF CALIFORNIA.' R TO THE TRUSTEE FOR CITY OF HUNTINGTON BEACH ORDER OF CLEARING HOUSE FUNDS. TIAO SIGNATT R REOJIPEC L J n• 505899110 a® b 2 &000 2480® 976 7 5030 L4111 Al GETACH FPCM CHE,, ON, RETAIN'HI,vOUCr EP"OR vOJP NECOOD NO.5 0 5 8 9 9 sc 420 MONTGOMERt STREET WE IIA IS FAR G® IBAW X SAN FRANCISCO CALIFORNIA NATIONAL ASSOCIATION SETTLEMENT DF SEC 50A l2 821 F%I'Sf First Interstate Bank of California .. A Box 3667 Terminal Annex nte►state Los Angeles, CA 90051 ®Bank June 19 , 1984 Stone & Youngberg One California Street, Suite 2800 San Francisco, California 94111 Re: 4 , 600 , 000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project ) City of Huntington Beach, Ca. As counsel to First Interstate Bank of California, a Trustee under the Trust Agreement dated as of May 1, 1984 , securing the issuance of the above-referenced certificates ( the "Trustee" ) , I have examined the Contract of Purchase executed by you in connection with the purchase of the above- referenced certificates ( the "Contract of Purchase" ) together with the Trust Agreement, the Assignment and the Certificates as those terms are defined in the Contract of Purchase. Based upon such examination, it is my opinion that : ( 1) the Trustee is and will be as of the date hereof a California banking corporation duly organized and validly existing under the laws of California having full power and being qualified to enter, accept and administer the trust created under the Trust Agreement and the Assignment , and to execute and deliver the Certificates ; and ( 11 ) the Trust Agreement, the Assignment , the Certificates and the Contract of Purchase have been duly authorized, executed and delivered by the Trustee. ------'--- G. Sinclair Price Vice President and Trust Counsel First Interstate Bank of California GSP:kad � W The Official Bank of the 1984 ®d)ymp!CS 2331F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE DESIGNATING BANK REPRESENTATIVE For all purposes of that certain Letter of Credit and Reimbursement Agreement, dated as of May 1 , 1984, by and between the City of Huntington Beach (the "City") and Golden State Sanwa Bank (the "Bank") , and for all purposes of that certain Trust Agreement, dated as of May 1 , 1984, by and among First Interstate Bank of California, as trustee (the "Trustee") , the Redevelopment Agency of the City of Huntington Beach and the City, and for all purposes with respect to the financing to be accomplished from the proceeds of the above-referenced Certificates of Participation, the following named person or persons are hereby designated to act on behalf of the Bank as Bank Representative, as that term is defined in said Trust Agreement: Name Title Signature Eugene A. Slagoski Executive Vice President Andrew L. Bard Vice President Ted Emmons Assistant Vice Presid At This designation may be amended or rescinded at any time hereafter by written notice to the City and the Trustee given by any authorized officer of the Bank at the respective addresses set forth in said Reimbursement Agreement, provided that no such action shall be deemed to affect any action taken pursuant to any certificate prior to the time notice of the amendment or rescission has been given to the City and to the Trustee. Dated: June 19, 1984 GOLDEN STATE SANWA BANK By Vice President r , S 2332F JHHW:SSR 05/16/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF BANK The undersigned hereby states and certifies: (i ) that I am the duly appointed, qualified and acting Vice President of Golden State Sanwa Bank (the "Bank") , and as such am a Bank Representative, as that term is defined in that certain Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement") , by and among First Interstate Bank of California, as trustee (the "Trustee") , the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City of Huntington Beach (the "City") , am familiar with the facts herein certified and am authorized to certify the same on behalf of the Bank; (ii ) that, to the best of my knowledge and after reasonable investigation, the information concerning the Bank contained in the Official Statement dated May 31 , 1984 pertaining to the captioned Certificates of Participation (the "Official Statement") under the captions "The Letter of Credit" and "Golden State Sanwa Bank" , as of the date of the Official Statement and as of the date hereof, does not contain any untrue statement of a material fact required or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in any material respect, (iii ) that the Bank hereby confirms its prior authorization of the use of the Preliminary Official Statement in connection with the offer, sale and distribution of said Certificates of Participation; (iv) that the Bank has duly authorized, executed and delivered the Letter of Credit and Letter of Credit and Reimbursement Agreement, dated as of May 1 , 1984, by and between the City and the Bank (the "Reimbursement Agreement") , and the Letter of Credit and the Reimbursement Agreement are the valid and binding agreements of the Bank, enforceable in accordance with their terms, except as the same may be limited by (a) insolvency, reorganization, liquidation, readjustment of debt or other laws affecting the enforcement of creditors' rights as they may be applied in the event of the insolvency, reorganization, liquidation, readjustment of debt or similar event of the Bank, or (b) moratorium or similar occurrence affecting the Bank; and (v) that the Bank has, to the best of my knowledge, complied and will , after the date of the Official Statement and prior to the termination of the offering of said Certificates of Participation offered by the Contract of Purchase, dated May 31 , 1984, by and among Stone & Youngberg, the Trustee, the City and the Agency, comply with written requests for copies of the documents referred to under the caption "Golden State Sanwa Bank" . Dated: June 19, 1984 GOLDEN STATE SANWA BANK Vice President 2 2334F JHHW:SSR 05/16/84 :gfb 06/18/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF CONFIRMING BANK The undersigned hereby states and certifies: (i ) that I am the duly appointed, qualified and acting Deputy General Manager of The Sanwa Bank, Limited (the "Confirming Bank") , and as such am familiar with the facts herein certified and am authorized to certify the same on behalf of the Confirming Bank; (ii ) that, to the best of my knowledge and after reasonable investigation, the information concerning the Confirming Bank contained in the Official Statement dated May 31 , 1984 pertaining to the captioned Certificates of Participation (the "Official Statement") under the captions "The Letter of Credit" and "The Sanwa Bank, Limited" , as of the __date of the Official Statement and as of the date hereof, does not contain any untrue statement of a material fact required or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in any material respect; (iii ) that the Confirming Bank hereby confirms its prior authorization of the use of the Preliminary Official Statement in connection with the offer, sale and distribution of said Certificates of Participation; (iv) that the Confirming Bank has duly authorized, executed and confirmed the Letter of Credit and Letter of Credit and Reimbursement Agreement, dated as of May 1 , 1984, by and between the City of Huntington Beach and Golden State Sanwa Bank (the "Reimbursement Agreement") , and the Letter of Credit and the Reimbursement Agreement are the valid and binding agreements of the Confirming Bank, enforceable in accordance with their terms, except as the same may be limited by (a) insolvency, reorganization, liquidation, readjustment of debt or other laws affecting the enforcement of - creditors' rights as they may be applied in the event of the insolvency, reorganization, liquidation, readjustment of debt or similar event of the Confirming Bank, or (b) moratorium or similar occurrence affecting the Confirming Bank; and (v) that the Confirming Bank has , to the best of my knowledge, complied and will , after the date of the Official Statement and prior to the termination of the offering of said Certificates of Participation offered by the Contract of Purchase, dated May 31 , 1984, by and among Stone & Youngberg, First Interstate Bank of California, the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach, comply with written requests for copies of the documents referred to under the caption "The Sanwa Bank, Limited" Dated June 19, 1984 THE SANWA BANK, LIMITED By i T- Title Deputy General Manager 2 i LAW OFFICES HARVEY S GILBERT M ICHAEL L WACHTELL AoSEN, WACHTELL & GILBEBT HARVEY H ROSEN SAN FRANCISCO OFFICE ANITA Y WOLMAN A PROFESSIONAL CORPORATION LAWRENCE C MEYERSON 3 EMBARCADERO CENTER LARRY W GABRIEL 1888 CENTURY PARK EAST MARTIN D FERN SUITE 2100 SUITE 1830 PETER F MCANDREWS SAN FRANCISCO,CALIFORNIA 94111-40 2 1 ROBERT M SILVERMAN LOS ANGELES, CALIFORNIA 90067-1725 DAVID J BLOCK TELEPHONE JONATHAN JOSEPH TELEPHONES (415)434-2300 JANIS S PENTON KIRK S RENSE (213) 5S3-2900 (213) 879-9979 TELECOPIER BEVERLY A COOK 415 788-4592 DANY MARGOLIES TELECOPIER JEFFREY S WRUBLE MARK S SHIPOW (213) 553-IS07 EDWARD A MURPHY RICHARD L GALIN CABLE ADDRESS RWGLAW DAVID M BROWNE RUSSELL F WOLPERT BRIAN R STRANGE JEAN BERKOWITZ IN REPLY LYNN NICHOLAS OF COUNSEL June 19 , 1984 REFER TO DAVID BOW WOO NEIL G M<CARROLL U 918 . 18 EDWARD B RASCH 1546-20008 Stone & Youngberg One California Street San Francisco, California 94111 Re: Certificates of Participation ( Emerald Cove Senior Citizens Housing Project) ( the "Certificates" ) Ladies and Gentlemen: We have acted as special counsel to Golden State Sanwa Bank, a California banking corporation ( the "Bank" ) and to The Sanwa Bank Limited , a Japanese banking corporation ( the "Confirming Bank" ) and , as such, are delivering this opinion pursuant to the terms of Section 7 (b) (7 ) of the Contract of Purchase among you, the City of Huntington Beach ( the "City" ) , the Redevelopment Agency of the City of Huntington Beach ( the "Agency" ) and First Interstate Bank of California ( the "Trustee" ) as trustee for the benefit of the owners of the Certificates executed and delivered under the Trust Agreement dated as of May 1 , 1984 among the Trustee, the City and the Agency ( the "Trust Agreement" ) , and in connection with the issuance by the Bank of its Irrevocable Letter of Credit dated June 19 , 1984 ( the "Letter of Credit" ) confirmed by the Confirming Bank ( the "Confirming Letter of Credit" ) . The Letter of Credit is issued in favor of the Trustee and for the account of the City. As such special counsel for the Bank and the Confirming Bank, we have reviewed the terms of the Letter of Credit, the Confirming Letter of Credit, the Letter of Credit and Reimbursement Agreement dated as of May 1 , 1984 , between the Bank and the City and examined and relied upon such other documents and opinions and made those inquiries which we deemed necessary or appropriate. June 19 , 1984 Page Two Based upon the foregoing and incorporating the law, regulations and published interpretations as of this date, in our opinion: ( 1 ) the Bank is a California corporation duly and validly existing and in good standing under the laws of the State of California- ( 2 ) the Letter of Credit constitutes the legal , valid , binding , unconditional and irrevocable obligation of the Bank enforceable against the Bank in accordance with its terms, except as the enforceability thereof may be limited by applicable reorganization, insolvency , liqui- dation, adjustment of debt, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, as such laws may be applied in the event of the reorganization, insolvency, liquidation, adjustment of debt or similar proceeding or a moratorium applicable to the Bank, and by general principles of equity- ( 3 ) the Confirming Letter of Credit constitutes the legal , valid , binding, unconditional and irrev- ocable obligation of the Confirming Bank enforce- able against the Confirming Bank in accordance with its terms, except as the enforceability thereof may be limited by applicable reorgani- zation, insolvency, liquidation, adjustment of debt, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, as such laws may be applied in the event of the reorganization, insolvency, liqui- dation, adjustment of debt or similar proceeding or a moratorium applicable to the Confirming Bank , and by general principles of equity- (4 ) payments of principal to the owners of the Certificates from moneys drawn under either the Letter of Credit or the Confirming Letter of Credit will not constitute a voidable trans- fer under the United States Bankruptcy Code in the event of a bankruptcy of the City or the Agency. June 19 , 1984 Page Three ( 5) the Confirming Letter of Credit is exempt from registration under the Securities Act of 1933, as amended pursuant to Section 3 (a) ( 2 ) of said act. (6 ) the insolvency of the Bank would be governed by the California Financial Code and the regulations promulgated by the Superintendent of Banks of the State of California and by the Federal Deposit Insurance Corporation, which code and regulations do not grant the receiver of an insolvent bank the right to bring an action similar to an action available to a trustee in bankruptcy pursuant to Section 547 (b) of the United States Bankruptcy Code, except that such receiver may rely upon general principles of equity. (7 ) nothing has come to our attention which would indicate that the information regarding the Bank contained in the Preliminary Official Statement and the Official Statement under the caption "Golden State Sanwa Bank" and the in- formation contained under the captions "The Letter of Credit" and "Summary of Legal Docu- ments - Deed of Trust and Assignment of Rents" contains an untrue statement of a material fact or omits to state a material fact neces- sary to make the statements therein, in the light of the circumstances under which they were made, not misleading . In rendering the opinion set forth in paragraph ( 1 ) above , we have relied upon a Certificate of Status of recent date issued by the Secretary of State of the State of Cali- fornia or telephone verification of same . In rendering the opinion set forth in paragraph ( 3 ) above , we have relied upon the opinion of Bronson, Bronson & McKinnon of even date herewith addressed to you. We are qualified to practice law in the State of California and we do not purport to be experts in, or to express any opinion herein concerning , any law other than the law of the State of California and the federal law of the United States. June 19 , 1984 Page Four This opinion is limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. You are authorized to deliver a copy of this opinion to each of the Trustee and Moody' s Investor Service who may rely upon this opinion as though it had been addressed to each of them. Very truly yours, ROSEN, WACHTELL & GILBERT A Professional Corporation� L_&W OFFICES OF BPONSON, BRoNSON & MCKINNON MAILING ADDRESS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 444 SOUTH FLOWER STREET 'OST OFFICE BOX 7358 1 FRANCISCO,CA 9412o BANK OF AMERICA CENTER 2 FLOOR LOS ANGEGELES,CA 90017 555 CALIFORNIA STREET 213/626-5314 TELEX 34485 SAN FRANCISCO TELECOPY 213/626-7944 CABLE KINBRO 415/3 91-4 5 0 0 912 FORBES STREET TELECOPX 415/952-1394 LAKEPORT,CA 95453 707/263 6400 June 19, 1984 100 PRINGLE AVENUE WALNUT CREEK,CA 94596-3587 415/945-6660 First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 Stone & Youngberg As Representative of the Underwriters One California Street, Suite 2800 San Francisco, California 94111 Gentlemen: I am counsel for The Sanwa Bank, Limited, San Francisco Agency ( "Sanwa Bank" ) , and have acted as counsel for Sanwa Bank in connection with the confirming letter of credit issued by Sanwa Bank in favor of First Interstate Bank of California for the benefit of the owners of the Certificate of Participation (Emerald Cove Senior Citizens Housing Project) executed and delivered under the Trust Agreement dated as of May 1, 1984 among the City of Huntington Beach, California, the Redevelopment Agency of the City of Huntington Beach and your bank. I am also admitted to practice law in Japan as a foreign attorney. In connection with such issuance, I have examined copies of the confirming letter of credit, the Irrevocable Letter of Credit No. 291/SB84/10040 issued by our subsidiary, Golden State Sanwa Bank, and copies of the other pertinent documents in the described transaction. I have also examined the Preliminary Official Statement dated May 14, 1984, relating to the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) and the Official Statement dated May 31, 1984, relating to the Certificates of Partici- pation (Emerald Cove Senior Citizens Housing Project) (the "Preliminary Official Statement" )and the "Official Statement" ) . In our examination, we have assumed the authenticity of all such documents, the genuineness of all signatures and the due authority of the parties executing such documents. We have assumed, also, that the confirming letter of credit when issued will comply with all applicable laws and regu- lations of all jurisdictions other than Japan and that under the applicable laws and regulations of all jurisdictions other than Japan, the confirming letter of credit has been duly authorized and issued, and constitutes the legal, valid and enforceable obligation of Sanwa Bank. First Interstate Bank of California Stone & Youngberg June 19, 1984 Page 2 Based on the foregoing, an examination of corporate documents of Sanwa Bank, conversations with officers of Sanwa Bank and on such examinations of questions of law as I have deemed necessary and appropriate for the purposes of this opinion, it is my opinion that: 1. Sanwa Bank is a corporation validly existing and in good standing under the laws of Japan and authorized to engage and engaged in business in the State of California. 2 . The execution and delivery by Sanwa Bank of the confirming letter of credit have been duly authorized by Sanwa Bank and such action does not violate any provision of any law of Japan or regulation of any governmental agency of Japan or any political subdivision thereof, or, to our knowledge, any order of any Court of Japan or any order of any governmental agency of Japan or any political subdivision thereof; and 3 . The obligations of Sanwa Bank contained in the confirming letter of credit constitute, under the laws of Japan, the legal, valid, and enforceable obligations of Sanwa Bank and the confirming letter of credit ranks pari passu with Sanwa Bank's unsecured debts, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors ' rights as such laws would apply in the event of the bankruptcy, insolvency, or reorganization of, or similar occurrence with respect to, Sanwa Bank, or in the event of any moratorium or similar occurrence affecting Sanwa Bank. 4. Nothing has come to our attention which would indicate that the information regarding Sanwa Bank contained in the Preliminary Official Statement and the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. A copy of this opinion is also being sent to Moody' s Investor Service who is entitled to rely thereon. Very truly yours, Jack D. Tomlinson JDT:sn moo ys Investors Service 99 Church Street,New York,N Y 10007 212 553-0300 June 18► 1984 = Mr. D.T. Villella Assistant Finance Director City of Huntington Beach 2000 Main Street, Box 190 Huntington Beach. California 92648 Dear Mr. Villella: We wish to inform you that our Rating Committee has assigned the rating of PwA to the S4r600 ►000 Huntington Beach Redevelopment Agencyr California (Emerald Cove Senior Citizens Housing) Certificates of Participation (Letter of Credit-Sanwa Bank► Ltd. )which sold through negotiation May 29r 1984. In order that we may maintain the currency of this rating over the period of the loanr we will require current financial and other updating information. We will appreciate your cooperation in the future. Enclosed please find our credit report on the above referenced bond sale. { Sincerely yours. Freda Stern Ackerman Executive Vice President cc: Ms. Pamela Wiget Stone & Youngberg One California Street San Francisco, California 94111 pI�®O�Q�D G3[�C�034C��`3[�D CERTIFICATE OF PARTICIPATION (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT) - --__-__- Evidencing a Proportionate Interest of the Owner '- Hereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA = As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CUSIP 446181 AA 7 THIS IS TO CERTIFY THAT: or registered assigns, as the registered owner of this Certificate of Participation (the "Certificate") is the owner of an undivided proportionate interest in the right to receive certain Lease Payments and prepayments thereof under and defined In that certain Lease Agreement(the"Lease Agreement")dated as of May 1, 1984,by and between the Redevelopment Agency of the City of Huntington Beech,a public body corporate and politic duly organized and existing under the laws of the State of California,(the"Agency")and the City of Huntington Beach,California,a chartered city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), which Lease Payments and prepayments and certain other rights and interests under the Lease Agreement have been assigned to First Interstate Bank of California, as trustee(the "Trustee"), having a principal corporate trust office in Los Angeles, California (the "Principal Office"). The owner of this Certificate is entitled to receive, subject to the terms of the Lease Agreement, on June 1, 1994. the principal amount of DOLLARS, representing a portion of the Lease Payments designated ae principal coming tl during the term of the Lee Agreement and to State f America by heck or draft mailed by the Trustee to the registered owner hereof at his address as it appears on the mcaiveon December I.1994.and aemlennuellythereaX r f andJ a t of eaM ay Oates )un111peyrQ(�nt ��� fFgFon Doohs of m TruataS'Qr�atquchpFad6[eas va filed with the Trustee for that purpose. intuit of said portion of principal,the owner's Proportional rep the Leese Pavmemede a eat ,pdutiy{uring A EPER IS HEREBYt4ADE 1CTHEF( TF1ERPROVI IS CERTIFICATE SET FORTH ON THE REVERSE SIDE months immediately preceding each of the Payment Data. mdadthetlnterest Hh reaps t be le Ion t OF.Wt FURTHER PROVISIONS SHALL FOR ALL PURP S THE SAME EFFECT AS IF SET FORTH IN THIS PLACE. Date next preceding the date of authenticetion oilMSCe dBte(unlese I. the Ge tifipatei n on I event interest shall be payable from such Payment DBtmbi80 this Curti is SdtYronlit P De r a .� prW d In the Trust Agreement nonce of retlempllan fie led,not lose than twenty-five nor more than sixty days close of business on the fifteenth day of the month Immediately preceding such Payment Date,in which event interest shall be payable before the redemption date,to the owner of this Certificate,but neither failure to receive such notice nor any immaterial detect in from such Payment Date,or(III)unless this Certificate is authenticated prior to November 15,1east,in which event interest Shall be the notice so mailed shall affect the sufficiency of the proceedings for redemption. payable from June 1,1g134).Said proportionate share of the portion of the Lease Payments designated as interest is the result of the multiplioslme of the eforeeeid porion of the Lease Payments designated as principal by the rate of If this Certificate is called for redemption and payment is duly provided therefor as specified in the Trust Agreement,Interest NINE AND FIFTY HUNDREDTHS PERCENT(9.60nb) shall cease to accrue with respect hereto from and after the date fixed for redemption. par arum.Said amount representing principal is payable in lawful money of the United States of America upon presentation and IN WITNESS WHEREOF,this Candidate has been executed and delivered by First Interstate Bank of all omia,as Trustee, surrender hereof at the Principal Office of the Trusts .Said amount.representing interest are payable in lawful money of the United acting pursuant to the Trust Agreement. Authentication Date: FIRST INTERSTATE BAN O I IA, ru BY: 0% i AUTHORIZED OFFICER a uevemae awanare coxwnv CERTIFICATE OF PARTICIPATION (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT) Evidencing a Proportionate Interest of the Owner Hereof In Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH This Certificate has been executed and delivered by the Trustee pursuant to the terms of consent of the owners of at least sixty percent(60%)in aggregate principal amount of the the Trust Agreement by and among the Trustee,the Agency and the City,dated es of May 1. Certificates then outstanding,and may be emended without such consent under certain circum 19N(the 'Trust Agreement').The City is authorized to enter into the Lease Agreement and .fences but in n0 event such that the interests of the owners of the Certificates are adversely the Trust Agreement under the Constitution and laws of the State of California.Reference is effected,provided that no such amendment shall impair the right of any owner to receive in an hereby made to the Leese Agreement and the Trust Agreement(Copies of which are on file at y the Principal Office of the Trustee)for a description of the terms on which the Certificates ere Case such owner a proportionate share of any Lease Payment or prepayment thereof in delivered. the right. thereunder of the owners of the Certificates, the rights, duties and accordance with such owner's Certificate, immunities of the Trustee and the rights and obligations of the City under the Leese Agreement, to all of Its provisions of which Lease Agreement and Trust Agreement the owner of this This Certificate is transferable by the owner hereof, in person or by his attorney duly Certificate,by acceptance hereof,assents and agrees, authorized in writing,at the Principal Office of the Trustee,but only in the manner,Subject to the The City Is obligated under the Leese Agreement to pay Leese Payments from Revenues limitations and upon payment of the charges provided in the Trust Agreement and upon derived from the operation of the Project(as such terms is defined In the Leese Agreement). surrender and cancellation of this Certificate.Upon such transfer a new Certificate or Cmrtifi The obligation of the City to pay the Lease Payments does not constitute an obligation of the Coles,of authorized denomination or denominations,for the same aggregate principal amount City for which the City is obligated to levy of pledge any form of taxation or for which the City will be delivered to the transferee in exchange herefor.The City,the Agency and the Trustee has levied of pledged any form of taxation.The obligation of the City to pay Lease Payments may vest the registered owner hereof as the absolute owner hereof for all purposes.whether and not co t consta debt of the City,the State of California .any of its political eubdiv tutor, or not this Certificate shall be overdue,and the City,the Agency and the Trustee shell not be and dame not constitute an indebtedness Payments the meaning of any crevocables or by letter effected by any notice to the contrary. debt did(the 'L restriction.Cr.The Lease Payments are ate San by an irrevocable pursuant which letter of credit(the 'Letter of Credit')issued by Golden Stets Sanwa Bank,pursuant ci which thhe e Trustee may, under certain eitiscurcircumstances, draw moneys to pay in full the principal of the The Certificates are subject to redemption on any Payment tDate.owards in whole, p in part by lot. Certificates.The Lefler of Credit is secured by a confirming standby letter of credit issued by bore the net Payment. by the C insurance pursuant or condemnation f the Le towards the prepayment of the The To the Bank,Limited. Lease Payments by the City amount u t t to Section re of the Leese Agreement,accrued ru a redemption To the extent and A the manner permitted am tl e the y these of the Trust Agreement,the price date to the principal amount utpre to be redeemed together with accrued interest to provisions of the Trust Agreement may be amended by the parties thereto with the written the date fixed for redemption,without premium. LEGAL OPINION I hereby certify that the following is a correct copy of the signed legal opinion of Jones Hell HIII&White,A Professional Law Corporation.San Francisco,California,addressed to the City of Huntington Beach and on His in my once,dated the data of delivery of and payment for the Certificates therein described. CITY CLERK JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW FOUR EMBARCADERO CENTER SUITE 19W SAN FRANCISCO.CA 94111 OPINION: $4,600,000 Contrast..of Participation(Emerald Cove Senior Classes Housing Project)Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach,California,as the Rental for Certain Property Pursuant to a Lee"Agreement with the Redevelopment Agency of the City of Huntington Beach We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Huntington Beach(the"City' In connection with the authorization,execution and delivery by the City of Lease Agreement(the 'Lease Agreement'I dated as of May 1, 1984.by and between the City and the Redevelopment Agency of the City of Huntington Beach(the "Agency');end a Trust Agreement(the"Trust Agreement")dated as of May 1, 1984.by and among First Interstate Bank of California,as trustee(the"Trustee'),the Agency and the City.We have also reviewed the executed Lease Agreement,the executed Trust Agreement and such other information and documents as we consider nec98eary to render this opinion. Pursuant to the Trust Agreement,the Trustee has agreed to execute and deliver Certificates of participation(the"Certificates of Participation')each evidencing a proportionate Interest of the owner thereof in Leese Payments to be made by the City pursuant to and as dented In the Lease Agreement.The City has entered into the Lease Agreement pursuant to the Constitution and laws of the State of California for the purpose of leasing from the Agency certain multifamily rental housing facilities and property. Based upon the foregoing.we are of the opinion that the Lease Agreement and the Trust Agreement have been duly authorized,executed and delivered by the City and constitute valid and legally bindent agreements of the City enforceable in accordance with their respective terms,except as the same may be limited by bankruptcy,insolvency,reorganization.moratorium or other laws relating to or affecting generally Creditors'rights and except as their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity,and subject to the limitations on legal remedies against cities In California,which include the limitation that judgments may not be enforced against funds held by a city which serve the public welfare and interest. We are of the opinion that the Certificates of Participation have been validly executed and delivered by the Trustee pursuant to the Trust Agreement and are enforceable in accordance with their lerme. We are further of the opinion that,under exisl'mg laws,regulation.,rulings and judicial decisions.the portion of each Lease Payment due under the Lease Agreement designated as and comprising Interest and received by the owners of the Certificates of Participation is exempt from income taxation by the United States of America and Inom personal income taxation imposed by the State of California, Respectfully submitted. f ate, !/ A Professional Law Corporation ASSIGNMENT For value received -_ the undersigned sells, assigns and transfers unto the within-mentioned Certificate and hereby irrevocably constitutes and appoints attorney to transfer the said Certificate on the books kept for registration thereof with full power of substitution in the promisee. • Dated: NOTE: The signature to this Assignment must correspond with the name of the rests tared owner as it appears on the face of the within Certificate In every particular, without attention or setting ement or any change whatever. 2338F JHHW SSR 05/17/84 CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH RECEIPT FOR CERTIFICATES The undersigned hereby states and certifies that, on behalf of Stone & Youngberg and Kidder, Peabody & Co. Incorporated, she received from First Interstate Bank of California, as Trustee under that certain Trust Agreement, dated as of May 1 , 1984, by and among First Interstate Bank of California, the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach, the following described Certificates of Participation executed and delivered by the Trustee pursuant to said Trust Agreement: "Certificates of Participation" (Emerald Cove Senior Citizens Housing Project)" , in the aggregate principal amount of $4,600,000, dated as of June 1 , 1984, issuable in fully registered form in denominations of $5,000 each or any integral multiple thereof. Dated. June 19, 1984 STONE & YOUNGBERG and KIDDER, PEABODY & CO. INCORPORATED By Stone Youngberg By g � ti Title BROWN, WOOD, IVEY, MITCHELL & PETTY 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 ONE WORLD TRADE CENTER 415 398-3909 ONE FARRAGUT SQUARE SOUTH NEW YORK,N Y 10048 WASHINGTON,D C 20006 212 839-S300 202-393 7400 June 19 , 1984 Stone & Youngberg, as representative of the Underwriters One California Street, Suite 2800 San Francisco, California 94111 �4 , 600 , 000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach , California as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies/Gentlemen: We have acted as counsel for you, Stone & Youngberg and Kidder, Peabody & Co. (the "Underwriters" ) , named in the Contract of Purchase, dated May 31 , 1984 (the "Contract of Purchase") , by and among the Underwriters , First Interstate Bank of California (the "Trustee") , the Redevelopment Agency of the Citv of Huntington Beach (the "Agency") and the City of Huntington Beach (the "City") , in connection with the purchase by the Underwriters of the Certificates of Participation, evidencing the Proportionate Interests in Lease Payments to be made by the City of Huntington Beach, California as the Rental for Certain Property pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach, dated as of May 1 , 1984 , in the aggregate principal amount of $4 ,600 , 000 (the "Certificates") . We have, as such counsel, examined the following documents: (a) Resolution No. 5361 of the City, adopted by the City Council on May 31 , 1984 , approving the transaction herein referred to and (i) authorizing and directing the execution and delivery of a certain lease agreement, dated May 1 , 1984 , between the City and the Agency (the "Lease Agreement") , a certain assignment agreement, dated May 1 , 1984 , between the Agency and the Trustee (the "Assignment") , a certain trust agreement, dated May 1 , 1984 , by and among the Citv and the Trustee (the "Trust Agreement" ) , a certain letter of credit reimbursement agreement, dated May 1, 1984, between the City and the Golden State Sanwa Bank (the "Bank" ) (the "Reimbursement Agreement") , a certain deed of trust, assignment of rents and security agreement executed by the Agency as trustor for the benefit of the Trustee as beneficiary thereunder (the "Deed of Trust" ) , a certain city letter of representation, dated May 31 , 1984 , between the City and the Underwriters (the "City Letter of Representation") , (ii) approving the execution and delivery of the Contract of Purchase, a certain agency letter of representation, dated May 31 , 1984 , between the Agency and the Underwriters (the "Agency Letter of Representation" ) , and (iii) approving the distribution of a certain preliminary official statement, dated May 17 , 1984 , (the "Preliminary Official Statement") , and the execution and distribution of a certain official statement, dated May 31 , 1984 (the "Official Statement") relating to the offering of the Certificates for sale; (b) Resolution No. 78 of the Agency approving the transaction herein referred to adopted on May 31 , 1984 by the Agency; (c) The resolution of the Trustee approving the transaction referred to herein and adopted by its governing board; (d) A copy of the Official Statement; (e) The approving legal opinion on the Certificates of Jones Hall Hill & White, a Professional Law Corporation, San Francisco, California ("Special Counsel" ) , dated the date hereof; (f) The supplementary legal opinion of Special Counsel, dated the date hereof, required by paragraph 7 (b) (2) of the Contract of Purchase; (g) The legal opinion of the City Attorney for the City of Huntington Beach, California, dated the date hereof, required by paragraph 7 (b) (3) of the Contract of Purchase; (h) The legal opinion of Stradling, Yocca, Carlson & Rauth, Newport Beach, California ("Counsel to the Agency") , 2 dated the date hereof, required by paragraph 7 (b) (4) of the Contract of Purchase; (i) The legal opinion of counsel to the Trustee, dated the date hereof, required by paragraph 7 (b) (5) of the Contract of Purchase; (3 ) The legal opinion of Rosen, Wachtell & Gilbert, Los Angeles, California ("Counsel to the Bank") , dated the date hereof, required by paragraph 7 (b) (7) of the Contract of Purchase; (k) The legal opinion of Bronson, Bronson & McKinnon, San Francisco, California, counsel to The Sanwa Bank, Limited (the "Confirming Bank") , dated the date hereof, required by paragraph 7 (b) (8) of the Contract of Purchase; (1) Executed counterparts of the following documents: (1) the City Letter of Representation from the City to the Underwriters, the Agency and the Trustee; (2) the Agency Letter of Representation from the Agency to the Underwriters , the City and the Trustee; (3) the Contract of Purchase; (4) the Trust Agreement providing for the issuance of the Certificates; (5) the Deed of Trust; (6) the Lease Agreement; (7) the Assignment Agreement; (8) the Letter of Credit of the Bank and the Confirming Letter of Credit of the Confirming Bank; (9) the Reimbursement Agreement; (m) Such other relevant documents and related matters as we deemed necessary in order to render this opinion. On the basis of the foregoing, we are of the opinion that: (1) The Certificates are exempt from registration under the Securities Act of 1933 , as amended, and the Trust 3 Agreement is exempt from qualification under the Trust Indenture Act of 1939 , as amended. (2) Without having undertaken to determine indepen- dently the accuracy or completeness of the statements in the Official Statement, we cannot make any representation to you concerning the accuracy of such statements, but on the basis of our conferences and discussions with representatives of the City, the City Attorney, the Agency, Counsel to the Agency, Special Counsel , Counsel to the Bank, Representatives of the Bank and the Underwriters , and our examination of the documents and matters referred to in paragraphs (a) through (1) above and other relevant documents and related matters, nothing has come to our attention which would lead us to believe that the Official Statement (except for the financial statements therein and incorporated therein by reference and information pertaining to the Bank and The Sanwa Bank, Ltd. concerning which no view is expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering our opinion, we are expressing no opinion on the validity of the Certificates. This opinion is being rendered to you solely for your benefit. Respectfully submitted, 4 JONES HALL HILL & WRITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 19, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIEI3 PHILIP N LEE (415) 391 5784 JONATHAN STAEBLER JORGEN L NIELSEN TRACY E CONNER City Council of the City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 OPINION: $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Members of the City Council : We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Huntington Beach (the "City") in connection with the authorization, execution and delivery by the City of Lease Agreement (the "Lease Agreement") dated as of May 1, 1984, by and between the City and the Redevelopment Agency of the City of Huntington Beach (the "Agency"); and a Trust Agreement (the "Trust Agreement") dated as of May 1, 1984, by and among First Interstate Bank of California, as trustee (the "Trustee") , the Agency and the City. We have also reviewed the executed Lease Agreement, the executed Trust Agreement and such other information and documents as we consider necessary to render this opinion. Pursuant to the Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation (the "Certificates of Participation") each evidencing a proportionate interest of the owner thereof in Lease Payments to be made by the City pursuant to and as defined in the Lease Agreement. The City has entered into the Lease Agreement pursuant to the Constitution and laws of the State of California for the purpose of leasing from the Agency certain multifamily rental housing facilities and property. Based upon the foregoing, we are of the opinion that the Lease Agreement and the Trust Agreement have been duly authorized, executed and delivered by the City and constitute valid and legally binding agreements of the City enforceable in City Council of the City of Huntington Beach June 19, 1984 Page 2 accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally creditors' rights and except as their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity We are of the opinion that the Certificates of Participation have been validly executed and delivered by the Trustee pursuant to the Trust Agreement and are enforceable in accordance with their terms. We are further of the opinion that, under existing laws, regulations, rulings and judicial decisions, the portion of each Lease Payment due under the Lease Agreement designated as and comprising interest and received by the owners of the Certificates of Participation is exempt from income taxation by the United States of America and from personal income taxation imposed by the State of- California, and subject to the limitations on legal remedies against cities in California, which include the limitations that judgments may not be enforced against funds held by a city which serve the public welfare and interest. Respectfully submitted, A Professional Law Corporation JONES HALL KILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 19, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIER PHILIP N LEE JONATHAN STAEBLER (415) 391 5784 JORGEN L NIELSEN TRACY E CONNER Stone & Youngberg One California Street Suite 2800 San Francisco, California 94111 SUPPLEMENTAL OPINION $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen- We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Huntington Beach (the "City") in connection with the authorization, execution and delivery by the City of Lease Agreement (the "Lease Agreement") dated as of May 1, 1984, by and between the City and the Redevelopment Agency of the City of Huntington Beach (the "Agency"). We have also reviewed the executed Lease Agreement, the executed Assignment Agreement dated as of May 1, 1984, by and between the Agency and First Interstate Bank of California, as trustee (the "Trustee"), the executed Trust Agreement (the "Trust Agreement") dated as of May 1, 1984, by and among the Trustee, the Agency and the City; the executed Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement") dated as of May 1 , 1984, by and between the City and Golden State Sanwa Bank (the "Bank"); the executed Letter of Credit issued by the Bank pursuant to the Reimbursement Agreement; the confirmation of said Letter of Credit by The Sanwa Bank, Limited; the executed Deed of Trust, Assignment of Rents and Security Agreement dated as of May 1, 1984, by the Agency to the Trustee; the executed Contract of Purchase (the "Contract of Purchase") dated May 31, 1984, by and among Stone & Youngberg, the Trustee, the City and the Agency (the foregoing sometimes collectively referred to herein as the "Legal Documents") , and such other information and documents as we consider necessary to render this opinion. Based upon the foregoing, we are of the opinion as follows: (a) The information in the Official Statement dated May 31, 1984 (the "Official Statement") on the cover page relating to tax exemption, description of the Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Stone & Youngberg June 19, 1984 Page 2 (the "Certificates") and security for the Certificates and statements under the captions "Introduction" , "The City" , "The Agency" , "Security for the Certificates", "The Letter of Credit" , "The Certificates of Participation" , "The Absence of Material Litigation" , "Tax Exemption" , "Approval of Legal Proceedings" and the "Summary of Principal Legal Documents" are, to the extent they relate to the City, the Certificates and the transactions contemplated by the Official Statement, correct and complete to the best of our knowledge and belief (b) The Agency and the City Letters of Representation delivered pursuant to the Contract of Purchase and the Legal Documents have been duly authorized, executed and delivered by the respective parties thereto and each constitutes a legal , valid and binding agreement of the respective parties thereto and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought, and subject to the limitations on legal remedies against cities in California, which include the limitations that ,judgments may not be enforced against funds held by a city which serve the public welfare and interest (c) Nothing has come to our attention that would lead us to believe that the Official Statement, as of its date or the date hereof, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the light of the circumstances under which they were made, not misleading (except that we express no view as to financial statements and the statistical data contained in the Official Statement) . (d) The Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended (e) Any payments to the owners of the Certificates from amounts held by the Trustee in the Interest Reserve Fund and derived from the proceeds of sale of the Certificates will not constitute voidable transfers of property of the Agency or the City under Section 547(b) of the United States Bankruptcy Code (constituting 11 U S C. Section 547(b)) . Respectfully submitted, ()-,4u #a " Lt" Professional Law Corporation cJONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 19, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIER PHILIP N LEE (415) 391 5784 JONATHAN STAEBLER JORGEN L NIELSEN TRACY E CONNER Stone & Youngberg One California Street Suite 2800 San Francisco, California 94111 Kidder, Peabody & Co. Incorporated 555 California Street Suite 3200 San Francisco, California 94104 RELIANCE LETTER Regarding Final Approving Legal Opinion: $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen- We have this day released to the City of Huntington Beach our final approving legal opinion with respect to the captioned Certificates of Participation. The foregoing opinion may be relied upon by Stone & Youngberg and Kidder, Peabody & Co. Incorporated, as original purchasers of said Certificates of Participation, to the same extent as if such opinion were addressed to it. Respectfully submitted, \UkA1�� A� A Professional Law Corporation cJONES MALL MILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 19, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIER PHILIP N LEE JONATHAN STAEBLER (415) 391 578�i JORGEN L NIELSEN TRACY E CONNER First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 RELIANCE LETTER Regarding Final and Supplemental Opinions: $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen: We have this day released to the City of Huntington Beach our final approving legal opinion and to Stone & Youngberg our supplemental opinion with respect to the captioned Certificates of Participation. The foregoing opinions may be relied upon by First Interstate Bank of California, as Trustee, to the same extent as if such opinions were addressed to it Respectfully submitted, Professional Law Corporation cJONES HALL MILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW KENNETH I JONES FOUR EMBARCADERO CENTER ANDREW C HALL, JR SUITE 1950 ROBERT J HILL SAN FRANCISCO 94111 SHARON STANTON WHITE CHARLES F ADAMS June 19, 1984 (415) 391-5780 STEPHEN R CASALEGGIO WILLIAM H MADISON AUTOMATIC TELECOPIER PHILTP N LEE (415) 391 5784 JONATHAN STAEBLER JORGEN L NIELSEN TRACY E CONNER Golden State Sanwa Bank 9000 Valley Voulevard Rosemead, California 91770 RELIANCE LETTER Regarding Final and Supplemental Opinions: $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen: We have this day released to the City of Huntington Beach our final approving legal opinion and to Stone & Youngberg our supplemental opinion with respect to the captioned Certificates of Participation The foregoing opinions may be relied upon by Golden State Sanwa Bank to the same extent as if such opinions were addressed to it. Respectfully submitted, A Professional Law Corporation i