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SR-203-002 (6) . . . Sales to Instltut~ons It lS belleved that offers and sales of the Certlflcates to the below-speclfled lnstltutlons may be made In the followlng jurlsdlctlons wlthout registratlon of the Certlflcates and wlthout the maklng of any flllngs, and the persons maklng such offers and sales need not be reglstered or 11censed dealers or brokers ln any of the respectlve ]urlsdlctlons (except as otherWlse lndlcated): Alabama Any bank, savlngs lnstltutlon, credlt unlon, trust company, lnsurance company, lnvestment company as deflned ln the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Alaska(l) Any bank, savlngs lnstltutlon, trust company, lnsurance company, lr.ves~ment company as deflned 1n the Investment Company Act of 2940, per-slon or proflt-sharlng trust or other flnanClal ~nstltutlon o~ lnstltutlonal buyer. Arlzona(2) Any bank, savlngs lns~ltutlon, lnsu~ance company, agency or lns~rumentallty 0= the Unlted States or of any state or any person a prlnclpal part of whose buslness conS1S~S of bUYlng securlt18S. Arkansas(l) Any bank, savlngs lns~ltutlon, trust company, lnsurance company, lnvestment company as deflned ln the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Callfornla(3) Any bank, savlngs and loan aSSoclat~on, trust co~pany, lnsurance company, lnvestment company reglstered under the Investment Company Act of 1940, penslon or prof~t-shar~ng trust (other than a pe~s~on or prof~t-5har~ng trust of the 15suer, a self-employed lnd~vldual retlrement plan or lndlVldual retlrement account), any college or unlverslty WhlCh has total endowment funds {lncludlng annulty and 11fe lncorne SWM9-0 9 . . . Colorado(4} Connect~cut(l} Delaware(l) SWM9-0 funds) of not less than $5,000,000 accord~ng to lts most recent audlted flnanc~al statement, any corporatlon WhlCh has a net worth on a consol~dated baS1S accordlng to 1ts most recent audlted f~nanclal statement of not less than $14,000,000 (provlded that the securltles acqulred are senlor securlt~es), or any wholly-owned Subsldlary of any of the forego1ng purchasers; prov1ded the purchaser represents that 1t 1S purchaslng for 1tS own account (or for such trust account) for investment and not wlth a Vlew to or for sale ln connectlon wlth any dlS- trlbut~on of the Certlflcates; the federal government, any agency or lnstrumentallty of the federal government, any corporatlon wholly-owned by the federal government, any state, any Clty, Clty and county, or county, or any agency or lnstrume~tallty of a state, Clty, Clty and county, or co~~~y, or any state unlverslty or state college, and any retlre~ent sys~em for the beneflt of employees of any of the foregolng governments or governmental lnstrumentalltles. Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestment company as deflned ln the Invest~ent Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Any state bank and trust company, a nat~onal banklng assoclatlon, a mutual sav- lngs bank, a savlngs and loan aSSoclat~on, a federal savlngs and loan assoc~atlon, a credlt unlon, a federal credlt unlon, trust company, ~nsurance company, lnves~ment company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust, or other flnanc~al lnstltutlon or lnstltutlonal buyer. Any bank, savlngs ~nstltutlon, trust company, lnsurance company, 1nvestment 10 . . . company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Dlstrlct of Columbla(l) Any bank, savlngs lnstltutlon, trust company lnsurance company, lnvestrnent company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Florlda Any bank or trust company, whether actlng In ltS lndlVldual or flduclary capaclty, savlngs lnstltutlon, lnsurance company, regulated lnvestment company, or penslon or proflt-sharlng plan haVIng assets not less than $500,000, provlded that such offers or sales are not for the dlrect or lndlrect promotIon of any scheme or en~erprlse wlth the l~tent of vlo1atlng or evadlng any prOV1Slon of the Florlda Securltles Act. Georgla Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnves~ment company as deflned ln the Investment Company Act of 1940, real estate Investment trust, small buslness lnvestment corporatlon, penslon or proflt-sharlng plan or trust or other fInanclal Instltutlon. Guam(l) Any bank, saVlngs lnstltutlon, trust company, Insurance company, lnves~ment company as deflned ln the Investment Company Act of 1940, penslon or pro:lt-sharing trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Hawall(1) Any bank, saVIngs InstItutlon, trust company, lnsurance company, Investment company as defIned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanClal ~nstltutlon or lnstltutlonal buyer {lncludlng any organlzatlon comlng wlthln SWM9-0 11 . the scope of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended). Idaho Any bank, savings lnstltutlon, trust company, lnsurance company, Investment company as defined in the Investrrent Company Act of 1940, penslon or proflt-sharing trust or other financla1 lnstitutlon or lnstltutlonal buyer. Illlnols Any corporation, bank, savlngs lnstltution, trust company, lnsurance company, bUlldlng and loan aSSoclatlon, penslon fund or penSion trust, employees' proflt-sharlng trust, other flnanclal lnstltutlon or lnstltutlonal lnvestor (lncludlng, but not llmlted to, lnvestment companles, unlversltles, and other organlzatlons whose prlmary purpose 15 to lnvest ltS own assets or those held ln trust fo~ lt by ot~ers; trust accounts and 2ndlvldua1 or group retlrement accounts ln WhlCh a bank, ~rust company, lnsurance company or savlngs and loan instltutlon acts ln a =lduclary capaclty; and foundatlons and endow~ent funds exempt from taxatlon under the !nternal Revenue Code, a prlncipal functlon of WhlCh 1S to Invest funds to produce lncome ln order to carry out the purpose of the foundatlon or fund), or any par~nershlp or any aSSoclatlon engaged as a substantlal part of lts b~slness or operatlons ln purcr-aslng or holclng securltles or any trust ln respect of WhlCh a bank or trust company 1S trustee or co-trustee . Ind:.ana(1) Any bank, saVIngs lnstitut~on, trust company, lnsurance company, ~nvestment company as deflned ln the Inves~ment COMpany Act of 1940, pens~on or proflt-sharlng trust or other flnanc~al 2nst~tutlon or lns~ltutlonal buyer. Iowa(l) Any bank, saVIngs lnstltutlon, trust company, lnsurance company, lnvestment company as defIned 1n the Investment Company Act of 1940, penslon or . SVi~"19 - 0 12 . . . Kansas Kentucky Lcu~slana(5) Malne(5) ~aryland(l) Massachusetts(l) SWM9-0 proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Any bank, saVlngs lnstltutlon, trust company, lnsurance company, lnvestment company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestrnent company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanClal lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance company or any corporatlon. Any bank, savlngs lnstlt~tlon, ~rust company, 2nsurance co~pany, lnves~ment company as defIned In the Inves~ment Company Act of 1940, penSIon or proflt-sharlng ~rust or other flnanclal lnst~tu~lon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestment com- pany as deflneci In the Investment Company Act of 1940, penslon-sharlng or profl~- sharlng trust or other fInanclal lnstltu- tlon or lnstltutlonal buyer. Any bank, saVIngs lnstltutlon, trust company, Insurance company, lnvestment company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other fInanCIal lnstl~utlon or lnstltutlonal buyer (IncludIng, but not Ilmlted to, an entlty, other than an Indlvldual, a substantlal part of whose buslness actlvl~les conslsts of lnvest~ng, purchas~ng, selllng or tradlng ln securltles of others, haVIng gross assets of $1,000,000 or more at the 13 . . . M~ch~gan(l) M~nnesota(l) rh 5Sl Ss:,pp:, ( 1 ) f<hsSOUr-1 (1) Mon-cana Sh'rV:9-Q end of Its latest f~scal year, ~nclud~ng, but not llm~ted to, any char~table organlzat~on) . Any bank, savIngs ~nstItutIon, trust company, Insurance company, Investment company as defIned In the Investment Company Act of 1940, pensIon or profIt-sharIng trust the assets of WhICh are managed by a bank or trust company or other InstItutIonal manager, or other fInanCIal InstItutIon or InstItutIonal manager. Any bank, saVIngs InstItutIon, trust company, Insurance company, Investment company as defIned In the Investment Company Act of 1940, penSIon or profIt-sharIng trust or other fInanCIal InstItutIon or InstItutIonal buyer (Includ:.ng, but not lImIted to, an entlty WIth a class of eqUIty securItIes regIstered u~der SectIon 12(g) of ~he SecurItIes Exchange Act of 1934, as amendedi and a person who IS an raccredIted Investor" WIthIn the meanIng of Rule SC1(a) promulgated by the SecurItIes and Exchange CommISSIon pursuant to the Sec~rItIes Act of 1933). any bank, savI~gs :.nstItutlon, trust com?any, Insurance company, Investment co~pany as defIned In the Investment Company Act of :940, penSIon or profIt-sharIng trus~ or other fInanCIal InstItutIon or Inst:tutIonal buyer. Any bank, savlngs Instl~utlon, trust companYI Insurance company, Investment company as defIned In the Investment Company Act of 1940, penSIon or proflt-sharlng trus~ or other fInanCIal Instltu~lcn or Instltutlonal buyer Any bank, saVIngs Instltutlon, trust company, Insurance company, InvestMent company as defIned In the Invest~ent 14 . . . Nebraska Nevada(l) New Hampsh~re(l) New Jersey(7) New Mex~co New Yo~k(8) Sw~9-0 Company Act of 1940, pens~on or prof~t-shar~ng trust or other f~nancla1 lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestment company as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanCla1 lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestment company as deflned In the Investment Company Act of 1940, penslon or proflt-sha~lng trust or other flnanc~al lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, ~nsurance company, lnvestment company as deflned ~n the Investment Company Act of 1940, penslon or prof~t-shar~ng trus~ or other f~nanclal ~nst~tutlon or lnst~tutlonal buyer. Any bank, savl~gs lnstltut~on, trust company, lnsurance company, lnves~men~ company as deflned In the Investment Company Act of 1940, pens~on or proflt-sharlng trust or other flnanClal lnst~tutlon or lnstltutlonal buyer. Any bank, savlngs lnstltutlon, trust company, lnsurance cOMpany, lnvestmen~ cowpany, as deflned In the Investment Company Act of 1940, penslon or proflt-sharlng trust or other f~nanclal lnstltutlon or lnstltutlonal buyer. Any state or natlonal bank, trust company or savlngs lnst~tutlon lncorpcrated under the laws and subJect to the examlnatlon, supervlslon and control of any s~ate or of the Unlted States or of any lnsular posses- Slon thereof. 15 . . . North Carol~na(l) North Dakota Oh~o(9) Oklahoma(l) Oregon SWM9-0 Any corporat~on wh~ch has a net worth ~n excess of one m~ll~on dollars ($1,000,000) as determlned under generally accepted accountlng prlnclples, bank, saVIngs InstItutIon, trust company, Insurance company, lnvestment company as defIned 1n the Investment Company Act of 1940, penslon or profIt-sharIng trust or other f1nanCIal Instltutlon or InstItutIonal buyer. Any bank, saVIngs bank, saVIngs InstItutIon, trust company, Insurance company, or any corporatlon, organIzatIon or assocIatIon, a prInCIpal part of whose bUSIness conSIsts of the bUYIng of securItIes. Any corporatIon, bank, trust company, bUIldIng and loan aSSOClat~on or saVIngs aSSOCIatIon Incorporated or organIzed under the laws of the UnIted States or any state thereof, or of the DomInIon of Canada or any prOVInce thereof, and subJect ~o regulatIon or supervISIon by such country, state or prOVInce, or any Insurance company, penSIon fund or trust, employees' profIt-sharIng fund or trust, any aSSOCIatIon engaged, as a substantIal part of ItS bUSIness or operatIons, In purchaSIng or holdIng securIt1es, or any trus~ In respect of WhICh a bank IS trustee or co-trus~ee. Any bank, sav:ngs Instltu~~cn, trust company, Insurance co~pany, Investment co~pany as deflned In the Investment Company Act of 1940, penSIon or profIt-sharIng trust or other f~nanClal 1nstItut1on or Instltutlonal buyer. Any bank, saVIngs Instltutlon, t~ust company, lnsurance company, lnvestmer.t company, pens10n or profIt-sharIng trust or other fInanCIal Ins~ltutIon or Instltutlonal buyer 16 . Pennsylvan1a(10) . . SWM9-0 Any bank, bank1ng and trust company, sav1ngs bank, trust company or prlvate ba~k as deflned 1n the Pennsylvanla Bank1ng Code, or sav1ngs and loan aSSoclat1on as def1ned 1n the Pennsylvanla Savlngs Assoclat1on Code, or bank1ng 1nst1tut1on, trust company or sav1ngs and loan 1nst1tut1on organlzed under the laws of the Unlted States, or of any state, terrltory or the D1str1ct of Columb1a, or a rece1ver, conservator or other llqu1catlng agent of any of the foregolng, or any lnsurance company, penSlon or proflt-sharlng plan or trust, 1nvestment company as def1ned 1n the Invest~ent Company Act of 1940, other flnanC1al lnstltutlon or any person other than an lndlV1dual Wh1Ch controls any of the foregolng; the federal government, state or any agency or pollt1cal subd1v1s1on thereof; any corporat10n, bUSlness trust or any wholly-owned Subs1dlary of s~ch corporat1on or trust. (1) Wh1Ch has a tang1ble net worth on a consol1dated basls, as reflected 1n 1tS most recent audlted flnanclal statements, of not less than $10,000,000, and (11) WhlCh has had net earn1ngs before taxes, not 1nclud1ng extraordlnary ltens, as ref~ected 1n 1tS aud1ted flnanclal statements of not less than $1,000,000 during 1ts most recent f1scal year or averag1ng $1,500,000 dur1ng lts most recent three flscal years, provlded the aggregate dollar amount of the sec~rltles sold to such ccrpora~lcn or trust shall not exceed f1ve percent of such tanglble net worth; or any college, unlverslty or other publlC or prlvate lnst1tutlon WhlCh has rece1ved exempt status under Sectlon 501(c)(3) of the Internal Revenue Code of 1954, as amended, and WhlCh has a total endo~went or trust funds (lncludlng annul~y and llfe 1ncome funds) of not less than $5,000,000 accordlng to 2ts most recent aud1ted flnanclal statements, provlded the aggregate dollar amount of the securltles sold to such college, unlverslty or 17 . . . Puerto R~co(1) Rhode Island South Carol~na(l) South Dako~a SW~9-0 ~nst~tut~on shall not exceed flve percent of such endowment or trust funds. Any bank, savlngs ~nst~tutlon, trust company, lnsurance company, ~nvestment company as def~ned ~n the Investment Companles Act of Puerto R~co, pens~on or prof~t-shar~ng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Any nat~onal bank, or any bank, trust company, lnsurance company or assoclat1on under the superV1Slon of the Dlrector of Bus~ness Regulat~on of Rhode Island, ~nvestment company as def1ned 10 the Investment Company Act of 1940, penSlon or proflt-shar1ng trust or lnst1tutlonal buyer, such secur~tles be~ng purchased by such lnstltut10n for ltS own account and lnvestment. Any bank, savlngs lnstltut1on, trust company, ~nsurance company, lnvestment company as deflned 1n the Investnent Company Act of 1940, pe~slon or proflt-sharlng trust or o~her flnanc1al ~nst~tutlon or ~~stltut~ona~ buyer Any bank, sav1ngs l~st~tut~on, trust company, :nsurance company, savlngs and Lear. assoclatlon, :nvestrr-ent cOMpany as deflned 1n the Investment Company Act of !940, penS10n or prof~t-sharlng trust, the state or any state agency or polltlcal subdlv~slon thereof, or other flnanclal lnst:tutlon or ~nst1tu~lonal buyer (lnclud1ng, but not llmlted to, an endowment or trust fund of a charltable organlzat1on speclf1ed ~n Sectlon 170(b)(1)(A) of the Internal Revenue Code of 1954 and any wholly-owned Subsldlary of such an ~ssuer, as amended, any entlty wh~ch has a class of secur~t~es reg~stered under Sect~on 12 of the Secur1t~es Exchange Act of 1934, and any other corporat~on, partnershlp, or aSSOclatlon wh~ch has been 1n ex~s~ence for 10 years or whose net l8 . . . assets exceed $250,000 and whose pr~nc~pal purpose as stated ln lts art~cles, bylaws or other organ~zatlonal lnstruments 1S lnvest1ng ln securltles). Tennessee(11) Any bank, trust company, lnsurance company, 1nvestment company reglstered under the Investment Company Act of 1940, a hold~ng company WhlCh controls any of the foregolng, a trust or fund over WhlCh any of the foregolng has or shares lnvestment dlscretlon, or any other person (other than a broker-dealer) engaged as a substant1al part of lts bUS1ness ln lnvestlng ln secur1tles, havlng a net worth ln excess of $1,000,000. Texas Any bank, trust company, bUlld~ng and loan assoc~atlon, lnsurance company, surety or guaranty company, savlngs ~nstltutlon, lncludlng any federally chartered credlt unlon or sav~ngs and loan assoclatlon and any credlt unlons or savlngs and loan aSSOclatlon chartered under the laws of any state of the Unlted States, lnvestment company as deflned ln the Investment Company Act of 1940 or small buslness lnvestment company as deflned ln the Sffiall BUS1ness Inves~ment Act of 1958, as amended, unless the lnstltutlon 1S actlng as agent for another purchaser WhlCh 15 not one of the above enumerated flnanclal lnst1tutlonsi but an lnstltutlon may fall wlthln the exerrptlon If lt 15 act:ng as a bona fide trus~ee of a trust organized and eXlstlng other than for the purpose of acqUlrlng the Certlflcates. Utah(l) Any bank, savlngs lnstltutlon, trust company, lnsurance company, lnvestment company as deflned ln the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanclal ~nstltutlon or 2nstltutlonal buyer. Vermor.t(12) Any bank, savlngs lnstltutlon, trust company, lnvestment company as deflned ln SWM9-0 19 . . . Vlrglnla Washlngton West Vlrglnla(l) WlsconSln Wyomlng(~) S\-.j[.:9 - 0 the Investment Company Act of 1940, penslon or proflt-sharlng trust or other flnanClal ~nstltutlon or lnstltutlonal buyer. Any corporatlon, lnvestment company or penslon or proflt-sharlng trust. Any bank, saVlngs lnstltut~on, trust company, lnsurance company, lnvestment company as deflned In the Investment Company Act of 1940, pens~on or proflt-sharlng trust or other flnanclal lnstltutlon or lnstltutlonal buyer. Any bank, savlngs lnstltut1on, trust company, lnsurance corrpany, lnvestment company as deflned In the Investment Company Act of 1940, pens~on or proflt-sharlng trust or other flnanclal lnst~tutlon or lnstltutlonal buyer. Any bank, savlngs lnst1tutlon, credlt unlon, ~rust cOMpany, lnsurer, saVlr.gs and loan assOclatlon, lnvestment advlser, lnvestrrent company as def1ned 1n the Investment Company Act of 1940, penSlon or prof:t-sharlng trust, the state or any agency or polltlcal subd~vlslon thereof, any other flnanclal lnst~tutlon or lnstltutlonal lnvestcr (lncludlng, but not l~mlted to, any endowment or trust fund of a charltable organlzatlon speclfled In Sectlon 170(b)(1)(A) of the Internal Revenue Code of 1954, as amended, any lssuer wnlch has any class of securltles reglstered under Sectlon 12 of the Securltles Exchange Act of 1934, and any wholly-owned Subsldlary thereof, and any corporat~on, partnershlp or assoc~atlon WhlCh has been In ex~stence for ten years or whose net assets exceed $500,000 and whose pr~nclpal purpose as stated In ~ts art1cles, bylaws or other organ~zatlcnal 1nstruments lS lnvestlng ln securl~les). Any bank, savlngs lnst~tutlon, trust company, lnsurance company, :nves~ment 20 . . . company as def~ned ~n the Investment Company Act of 1940, penSIon or prof~t-shar~ng trust or other f~nanclal ~nst~tut~on or ~nst~tutlonal buyer. (1) ProvIded offeror or seller IS a regIstered or l~censed dealer or broker ~n thIS Jurlsdlctlon, or has no place of busIness ~n thIS Jurlsd~ctlon and only effects transactIons In th~s JurIsdIctIon WIth or through regIstered or lIcensed dealers or brokers or w~th Inst~tut~ons enumerated In thIS JurIsdIctIon. (2) PrOVIded offeror or seller 15 a regIstered dealer or broker ~n ArIzona, or has no place of bUSIness In ArIzona and effects transactIons exclUSIvely WIth regIstered or l~censed brokers or dealers. (3) PrOVIded offeror or seller IS a lIcensed dealer or broker In Callforn~a; or has no place of bus~ness In Cal~for~la and effects tra~sactIons In Ca:lfornla exclUSIvely w~~h the Issuers of the securItIes :nvolved In the transactlo~s or other broker-dealers; or IS a broker-dealer regIstered under the Secur~tles Exchange Act of 1934, has no place of bUSIness In Ca~lfornla, has never had any certIfIcate den~ed or revoked under the Cal~forn~a seCUrl~les laws and does not dIrect offers Into Cal~fcYnla In any manner to persons other than broker-dealers and certaIn speCIfIed ~nstItutlons. (4) PrOVIded offeror or seller ~s a reg~stered or l~censed deale~ or broker ~n Colo~ado, or lS ~eglstered under ~he Secur1tles Exchange Act of 1934, or 1S a pr2nc1pal, f~nanclal prlnclpal, represen~at~ve or f1nanclal representatlve who 1S assoc:ated WIth a broker or dealer reg1stered under the Secur~tles Exchange Act of 1934 or effects other exempt transact1ons. (5) P~ov~ded offeror or seller IS a reg~stered broker-dealer 1n LOU1s~ana or has no place of buslness In Loulslana and sells or offers to sell securltles excluslvely to dealers actually engaged In bUYlng or sellIng secu~~t1es as a bus1ness, or deal~ng In any other manner ~n any securlty In LOUISIana. (6) Provlded offeror or seller 1S a reg~stered or l~censed dealer or broker In Ma~ne, or sells to or thro~gh the medlum of, or as agent or salesman of, a reglstered dealer. S~.JH9 - 0 21 . . . (7) ProvIded offeror or seller is a regIstered or lIcensed dealer or broker In New Jersey, or effects transactIons In New Jersey exclusIvely wIth such InstItutIons or effects other exempt transactIons. (8) ProvIded offeror or seller IS a regIstered or lIcensed dealer or broker In New York, or effects or offers to effect transactIons In New York exclusIvely wIth or through regIstered or lIcensed brokers or dealers or certaIn speCIfIed InstItutIons or on the floor of any securItIes exchange regIstered as a natIonal excha~ge under the SecurItIes Exchange Act of 1934 (or effects other exempt transactIons). (9) PrOVIded offeror or seller IS lIcensed as a dealer In OhIO. (10) PrOVIded offeror or seller IS a regIstered or llce~sed broker-dealer In PennsylvanIa; or has no place of busIness In PennsylvanIa and effects transactIons In PennsylvanIa exclUSIvely wIth such InstItu~lons or effects other exempt transactIons; or IS a broker-dealer regIstered unde~ the SecurItIes Exchange Act of 1934, has no place of busIness In PennsylvanIa, has never had any certIf:cate denIed or revoked under the PennsylvanIa securItIes laws and does not dIrect offers Into PennsylvanIa In any manner to persons other ~han such Instl~utlons or broker-dealers (11) PrOVIded offeror or seller 15 a regIstered dealer or broker In Tennessee, or has no place of bUSIness In Tennessee, IS regIstered as a broker-dealer WIth the SecurItIes and Exchange COMmISSIOn or ~he NatIonal ASSOCIatIon of SecurItIes Dealers and e!fects transactIons In Tennessee exclUSIvely WIth or through other regIstered dealers or brokers or WIth speCIfIed Inst~tutIons. (12) Provlded offeror or seller ~s a regIstered dealer or broker In Vermont, or has no place of bUSIness In Vermont and offers or sells securIt~es In Vermont exclUSIvely to regIstered dealers actually engaged In bUYIng and sellIng securItIes as a bUSIness. SWM9-0 22 ,-AW OFF'CES OF .BUCHALTER, NEMER. FIELDS. CHRYSTIE &. YOUNGER "A :::IRO::'"::;:SSIONAL. COR~C"A""ION) SAN Ff\AJ"IC:SCC :::l"'JI'1cf; SL....~:::: 70C CENTURY O::r'T CJ71-::t: 5V TiE 17eO o '::AL ".CQ..... A 5T"'E;;:- 7QC SOi..J-- F_OwE~ ST.::;,'I~E- IQOC AV~""UE: OF -i-E: STAFiS SA.... F"Fi!ANC.SCO CA_ ;o-ORN',.;Io. 9", -5fi7a LOS ANGELES CALlFORN IA SlOOI?-4IB3 .~:::;;s ANGEL~S CAL-II:""OR....-,A 90ce7-.o;.47.2: "4"=.1 3097-0277 '1316' e€le-a 65 T~_~::)""O".,jE 1213! 626-6700 ~L1[]SECFf'.i:C:1E: S....IT-:: a-:::::: O'.....E:: AL...A::E.... 60... _EVA'"!!) SA.... ....oS-:: CAL-;=-O::;,,- A. 9!: 3-2263 4-oe-. ~g.e C.3S0 -:;ftANt:lE :;(Jl.."'l'I1T 0f'PlCE SL..-~ 000 .....ELE:.COPI::::R ;21~: 62~-3999 TE,--:::::X 68-7485 CAE! LE Aoe Fl'ESS 3 uc 1-1 N Et>.'" 611) "'~W:::tORT ::.e:"'I-~,", "JFuv;;: ....E.wPOR- 3!::AC..... CA_ I:'"OR........A 92668 .,....- ~60-1I~1 .....E:~:::;;v ....c:::....E=lI ~L:::A5e: R:::P,-Y -0 S-UAR- c:: S.......CHA.....I!::::R December 30, 1985 ,-as ANGE;...ES OF=- Cc: Merr~ll Lynch Cap~tal Markets 400 South Hope Street Su~te 2020 Los Angeles, Ca11forn~a 90071 Stone & Youngberg One Callforn1a Street San Franc~sco, Callforn~a 94111 Re: $2,915,000 Certlflcates of Part~c1pat~on, 1985 Ser1es E, EVldenc~ng Proportlonate Interests of the Owners Thereof ~n Lease Payments to be Made by the C1t1es of Delano, Fontana, Santa Mon1ca and Thousand Oaks, Cal~forn~a to the Cal~forn~a Cltles Flnanc~n9 Corporatlon . Gentlemen: ThlS op~nlon ~s rendered pursuant to Sectlon 6(d)(4) of the Certlf~cate Purchase Agreement dated December 19, 1985 (the "Purchase Agreement"), by and among Mer:::-lll Lynch Capltal Markets and Stone & Youngberg (collectlvely, the "Underwrlters"), and the Cl":les of Delano, Fontana, Santa Mon~ca and Thousand Oaks, Callfornla (the "Clt~es"), acknowledged and approved by the Callfornla Clt~es Flnanc~ng Corporat~on, a nonprof~": publlc beneflt corporat~on duly organ~zed and eXlstlng under the laws of the State of Callforn~a (the "Corporatlon"), rece~pt of wh~ch was acknowledged by F~rst Interstate Bank of Callfornla, as trus~ee (the "Trustee"). All terms used here~n shall have the meanlngs set forth In the Purchase Agreement. . . . . LAW OF;:"'ICES OF" BUCHALTER. NEMER. FIELDS. CHRYSTIE: & YOUNGER "A FRCF'i:SSIO,,"AL CCR~ORA- 0,," Merrl11 Lynch Capltal Markets Stone & Youngberg December 30, 1985 Page 2 We have acted as counsel to the Underwrlters In connectlon Wlth your purchase of the aforementloned Cert1flcates. Based upon a reVlew of such documents and questlons of law as we have deemed relevant In connectlon wlth the renderlng of thlS oplnlon, we are of the oplnlon that the Certlflcates const1tute exempt securltles w1thln the mean1ng of Sectlon 3(a)(2) of the Securlt1es Act of 1933, as amended, and Sectlon 304(a)(4) of the Trust Indenture Act of 1939, as amended, respectlvely, and that lt lS not necessary In connect1on wlth the sale of the Cert1flcates to the publlC to reglster the Certlflcates under such Secur1t1es Act or to quallfy the separate Lease Agreements by and between each of the Clt1es and the Corporat1on, each dated as of December 1, 1985, or the Trust Agreement by and among the Corporatlon, the Cltles and the Trustee, dated as of December 1, 1985, under such Trust Indenture Act. In accordance wlth our understandlng wlth you, we have rendered legal advlce and asslstance to you ln the course of your lnvestlgatlon wlth respect to, and your partlclpatlon ln the preparatlon of, the Offlclal Statement respectlng the Certlflcates (the "0fflclal Statement") The renderlng of such asslstance lnvolved, among other th1ngs, dlScusslons and lnqulrles concernlng varlOUS legal and related subJects and reVlews of drafts of certaln documents and proceedlngs. We also partlclpated In telephone conferences wlth persons, lnc1udlng representatlves of the Cltles and the Corporatlon, lnvolved In the preparatlon of the lnformatlon contalned In the Offlclal Statement, durlng WhlCh the contents of the Offlc:al Statement were dlscussed and revlsed. WlthOut havlng undertaken to determlne ludependently the accuracy or completeness of the statements In the Offlclal Statement, we cannot make any representat~on to you concernlng the accuracy of such s~atements, but on the baS1S of the lnfor- mat~on made avallable to us ~n the course of the forego1ng, nothlng has come to our attent10n WhlCh would lead us to bel~eve that the Off~c~al Statement (except~ng the flnanclal statements and the statlst~cal data ~ncluded In such statements and ~nformatlon, as to wh~ch no op~n1on ~s expressed) conta~ns an untrue statement of a mater~al fact or om~~s to state a mater~al fact requlred to be stated there~n or necessary to . . . LAW OFFICE.S O~ BUCHALTER, NEMER. FIEl.DS, CHRYSTIE & YOUNGER A -:'t:;iQFESS'-=:NAl CO:=;~8:RAi"ICr-.;. Merr111 Lynch Cap1tal Markets Stone & Youngberg December 30, 1985 Page 3 make the statements there1n, 1n the l1ght of the C1rcumstances under wh1ch they were made, not m1s1ead1ng. SWM16-K/wpc Respectfully subm1tted, BUCHALTER, NEMER, FIELDS, CHRYSTIE & YOUNGER 1juchatlB't, r;!emp" 'iJdd1. ,,?Juu:;/:l e 'i /1t7vVTt4&L - - d .,J 0 LAW OFFICES 0" .BUCHALTER. NEMER. FIELDS. CHRYSTIE & YOUNGER IA ~::;;O::-:::SSI;:)"'A_ CO~~C.::l'AT-C""'-' SAN F"lAN::I&;;J Of'F"CS su---=: 700 ~_"RY CI'T'" c:r'.,..n:r;; S..JI-E .,.eo ''3'00 AVE....'"';;: ='F' -i-E: S-AR$ S_" -.e:;: 20"'5-::; I:::: C~...I"'CR"""A S-:::U~_E:T 7CO SCUit-o FL.OW::::R STREET SA.... F==i!A.....C Isee CALI FO::::;: ""-,,, 941 -56'79 LOS ANGELES CAL,FORNtA 90017-418;3 :..-05 .IiIr.....G~LE5 CALIFCR.... A 9CC67-.q.472 '-="50 :l3'7-0,e,.,. IS.e' 9'9~-2 e":5 -==.....E~....O....E ;213"' 626-67CO :AN ..L;:Si: ;JFFtCE IJRANGE cQcrrr af"f"J1:~ 5..., -I'; 2:00 5~..-E '000 ....eel 2ge 0-3"50 TEL~ca~I-==R 12'3> 623-3S1S9 "T"E: ...EX 68-70485 :::ABLE A.DDRESS S...C...N!::...., eo "';:-NPOR- C,;;:....T:;A O"iIV~ Oto.-E "'_.....r..C-E:... aO_L;;;;:vAA:: SAi'O _OSE (::.0..... I:"'O:;ONI~ 95113-2263 ....EWPO~T !::!EA.C- C.A_ ~CR'" A ~2E6C :;""4' ?6C~1121 _e;::'"i'"i'V .....E.....;:;;:~ ..~ z- 9801 December 30th 1 9 8 5 F_oE:AS:: RE::::Io,--y -c 0"- c::::a.......'5~._ S-UART :J; eUCI-IA~TF.:R M4587-0016 LOS A"-GEL.~S -;:)F'F"'C::: United States Fidelity & Guaranty Company c/o USF&G Financial Secur1ty Company 601 Montgomery Street San Francisco, California 94111 Re $2,915,000 Certificates of Part~cipat1on, Ca1iforn1a Cities Financ1ng Corporation, 1985 Series E (The Cit~e5 of Delano, Fontana, Santa Monica and Thousand Oaks, Ca1iforn1a) Ladie~ and Gentlemen: . We have this date de11vered our opinion to the Underwr1ters for the above-referenced issue of tax-exempt obligations. You may rely upon our opinion as though it had originally been addressed to you. Sincerely yours, BUCHALTER, NEMER, FIELDS, CHRYSTIE & XQUNGER 1 " II BY(.~~~ ~ Lisa1ee Anne Wel~ . JONES HATJTJ HrrJTj & WHITE_ . KENNETH I. JONES ANDREWC. HALL, JR. SHARON STANTON WHITE CHARLES]I'. ADAMS STEPHEN R. CASALEOO10 WILLIAM H MADISON PHILIP NELSON LEE EDSELL!II EADY,JR. PAULJ. THfVVTq BRIAN D. QUINT JORGEN L NIELSEN TRACY B:. CONNB:R JOHN PAUL THOMAS .A PROll'B:SSIONAL LAW CORPORATION ATTORNEYS AT LAW FOUR EMBARCADERO CENTER SUITE 1900 SAN FRANCISCO 94111 (415) 391-5780 December 30, 1985 AUTOMATIC TELB:COPIER (41151391.6784 ROBBRT J mLL Oll'COUNSEL City of Delano 1015 11th Avenue Delano, California 93215 City of Santa Monica 1685 Main Street Santa Monica, California 90401 City of Thousand Oaks 4011 West Hillcrest Drive Thousand Oaks, California 91360 Ci ty of Fontana 8353 Sierra Avenue Fontana, California 92335 . OPINION: $2,915,000 Certificates of Part1cipation, California Cities Financing Corporation, 1985 Series E, Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, Cal Hornia to the California Cities Financing Corporation Members of the City Councils: We have reviewed the Constitution and laws of the State of California and certa1n proceedings taken by the Cities of Delano, Fontana, Santa Monica and Thousand Oaks (collectively, the "Lessees"), in connection with the authorization, execution and delivery by the Lessees of the Lease Agreements, each dated as of December I, 1985, by and between the California Cities Flnancing Corporation (the IICorporationll) and each of the Lessees (the "Lease Agreements"). We have also reviewed the executed Lease Agreements; the executed Trust Agreement, dated as of December I, 1985, by and among First Interstate Bank of Ca1iforma, Los Angeles, California, as trustee (the "Trustee"), the Corporation and the Lessees (the "Trust Agreement"); and such other informat1on 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"), evidencing proportionate 1nterests in lease payments to be made by one or more of the Lessees pursuant to the Lease Agreements (the "Lease Payments"). The obl i gations of the Lessees to make Lease Payments . . . . December 30t 1985 Page 2 under the lease Agreements are obligations payable from any source of legally available funds of the respective Lessees. Based upon the foregoingt we are of the opinion that the lease Agreements and the Trust Agreement have been duly authori zed I executed and delivered by the Lessees and constitute valid and legally binding agreements of the lessees enforceable in accordance with their termst except as the same may be limited by bankruptcy, lnsolvencYt reorganizationt moratorium or other laws relatlng to or affecting the enforcement of creditors I rightst and subject to the limitations on legal remedies against the cities in California, which include the limitation that judgments may not be enforced against funds held by a city which serves the public welfare and interest. We are further of the opinion that the Certificates of Participation have been val idly executed and del ivered by the Trustee pursuant to the Trust Agreement. We are further of the opinion that, under existing lawst regulations, rulings and jUdlcial decisions, the portlon of lease Payments due under the Lease Agreements designated as and compri sing 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 lncome taxation by the State of California. Such exemption from income taxation by the United States of America will be inapplicable to the portion of lease Payments due under the City of Thousand Oaks Lease Agreement during any period while a Certificate of Participation relating thereto is held by a 'Isubstantial user" of the facilities financed with the proceeds of the Certificates of Participation relating to the City of Thousand Oaks or a "related person," as those terms are used in Section 103(b)(13) of the Internal Revenue Code of 1954, as amended (the "Code"), and regulations thereunder. In addition, such exemption will be inappllcable if the aggregate limit per taxpayer set forth inSect i on 103( b)( 15) of the Code and the regul at ion s thereunder is exceeded, or if there is not compliance with the investment limitations of Section 103(d)(6)(c) and (d) of the Code and the regulations thereunder. Respectfully submitted, J ~ I~ /lJJ " kJt.:b:-) A Professional Law Corporation JONES HALL HTTJ'l, & WHITE, . KENNETHI..JONES ANDREW C. HALL. JR. SHARON STANTON WHITE CHARLES JI'. ADAMS STEPHEN R. CASALEOGIO WILLIAM H. lIIADlSON PHILIP NELSON LEE EDSELL M. EADY. JR. PAUL.J TRDOuG BRIAN D. QUINT .JORGB:N L. NIELSEN TRACYE. CONNER JOHN PAUL THOXAS A PROPlllSSIONAL LAW CORPORATION ATTORNEYS AT LAW FOUR EMBARCADERO CENTER SUITE 19;50 BAN FRANCISCO 94111 (411S) 391-5780 AUTOMATIC TELECOP1ER {41lSI391.6784 December 30, 1985 ROBERT J HILL OF COUNSEL Merrill Lynch Capital Markets 400 South Hope Street, Suite 2020 Los Angeles, California 90017 Stone & Youngberg One California Street San Francisco, California 94111 . SUPPLEMENTAL OPINION: $2,915,000 Certificates of Participation, California Cities Financing Corporation 1985 Series E, The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California to the California Cities financinq Corporation Ladies and Gentlemen: On the date hereof we rendered to the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, Cal ifornia (collectively, the "lesseesU) our final approving legal opinion with respect to the captioned certificates (the lICertificatesll), executed and delivered pursuant to the Constitution and 1aws of the State of California and a Trust Agreement, dated as of December 1, 1985 (the "Trust Agreementll), by and among the City. First Interstate Bank of California, as trustee (the UTrustee") and the California Cities Financing Corporation (the "Corporation"). You are authorized to rely upon said opinion to the same extent as if addressed to you. In that connection, we have reviewed the Constitution and laws of the State of California and certain proceedings taken by the Lessees in connection with the authorization, execution and delivery by the Lessees of the Lease Agreements, each dated as of December 1, 1985, by and between the Corporation and each of the Lessees (the IILease Agreementsll). We have also reviewed the executed Lease Agreements; the executed Site Lease, dated as of December 1, 1985, by and between the City of Thousand Oaks and the Corporation; the executed Trust Agreement; the executed Assignment Agreement, dated as of December 1, 1985, by and between the Corporation and the Trustee; and the executed Cert i fi cate Purchase Agreement t dated December 19, 1985, by and among Merri 11 Lynch Capital Markets, Stone & Youngberg and the City, acknowledged by the . . . . Merrill Lynch Capital Markets Stone & Youngberg December 30~ 1985 Page 2 Trustee and approved by the Corporation (the "Purchase AgreementU); 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: (i) The Purchase Agreement has been duly approved by each of the Lessees. (if) The statements contained in the Official Statement, dated December 19, 1985 (the ItOfficial Statement"), in the sections thereof entitled liThe Certificates", "Lease Agreement", "Trust Agreementll and uTax Exemption" (insofar as such statements purport to summarize certain provisions of such legal documents and the Certificates), present an accurate summary of such provisions. (iii) 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. Respectfully submitted, J--"^<.4 /J-J111,j) V IN ~ A Professional Law Corporation JONES HALT, HTT~T, & WHITE, A PROll'ESSIONAL LAw CORPORATION . KENNB:THI JONES AND REW C. HALL. JR. SHARON STANTON WHITE CHARLES F. ADAMS STEPHEN R CA8ALEGGIO WILLIAM H. MADISON PHILIP NELSON LEE EDSELLM EADY,JR. PAULJ. THIMMIG BRIAN D QUINT JORGEN L. NIELSEN TRACY E. CONNER JOHN PAUL TROKAS ATTORNEYS AT LAW FOUR EMBARCADERO CENTER SUITE 19150 SAN P'RANCISCO 94111 (4U51 391-15780 AUTOAlATIC TELECOPIER 14]51391-3784 December 30, 1985 ROBERT J WLL 01' COUNSEL First Interstate Bank of California 707 Wilshire Boulevard Los Angeles, California 90017 RELIANCE LETTER Regarding Final Approving Legal Opinion and Supplemental Opinion: $2,915,000 Certificates of Participation, California Cities Financing Corporation 1985 Series E; The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California to the California Cities Financing Corporation . Ladies and Gentlemen: We have this day released to the Cities of Delano, Fontana, Santa Monica and Thousand Oaks our final approving legal opinion and to Merrill Lynch Capital Markets and Stone & Youngberg our supplemental opinion with respect to the sUbject financing. 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, ~ 1J-J1 1f:JJ. <t- W cJ:c) A Professional Law Corporation . JONES HALT, HTTJT, & WRTTE, eKENNETH 1. JONES ANDREW C HALL. JR. SHARON STANTON WHlTE CHARLES fI' ADAMS STEPHEN R. CASAJ,..EaGIO WILLIAM H. MADISON PHILIP NELSON LEE EDSELL M EADY. Jft. PAUL J. THnov:O BRJAN D. QUINT JORGEN L. NIELSEN TRA.CY E CONNER JOHN PAUL THOMAS A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW lI'OUR EMBARCADERO CENTER SUITE 19M SANlI'RANCISCO 94111 (41:)1391.6780 AUTOMATIC TELECOPIJ!:R (&U51391-1"784 December 30, 1985 ROBERT J lnLL Oll'COUNSEL United States fidelity and Guaranty Company 601 Montgomery Street San Francisco, CA 94111 e RELIANCE LETTER Regarding Final Approving Legal Opinion and Supplemental Opinion: $2,915,000 Certificates of Participation. California Cities Financing Corporation 1985 Series E; The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California to the California Cities Financing Corporation Ladies and Gentlemen: We have this day released to the Cities of Delano, Fontana, Santa Monica and Thousand Oaks our final approving legal opinion and to Merrill Lynch Capital Markets and Stone & Youngberg our supplemental opinion with respect to the subject financing. The foregoing opinions may be relied upon by United States Fidelity and Guaranty Company, as 1 ssuer of the f 1 nand a 1 guaranty bond, to the same extent as if such opinions were addressed to it. Respectfully submitted~ ~ J+..Ji I-I-.:JJ. y- wiJ:L, A Professional Law Corporation . . 6i- . . $2~915,OOO CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION. 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO~ FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION TRUSTEE'S CERTIFICATE OF CANCELLATION OF TEMPORARY CERTIFICATES OF PARTICIPATION The undersigned officer of First Interstate Bank of Cal ifornia~ as trustee (the "Trustee"), under that certain Trust Agreement. dated as of December 1, 1985~ by and among the Trustee, the California Cities Financing Corporation and the Cities of Delano, Fontana. Santa MOn1ca and Thousand Oaks. California, HEREBY CERTIFIES that, on the date hereof. she cancelled temporary Certificates of Participation executed and dellvered by the Trustee pursuant to said Trust Agreement in the aggregate principal amount of $2,915.000 and bearing a dated date of December 1, 1985. Dated: January 16, 1986 FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By Y2l/?~ Tr'ust O'ffi cer . . . JHHW:GFB Z3204 $2.915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certlficates EVldence Proportlonate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION RECEIPT FOR DEFINITIVE CERTIFICATES OF PARTICIPATION IN EXCHANGE FOR TEMPORARY CERTIFICATES OF PARTICIPATION The undersigned hereby states and certifies that. on behalf of Merrill Lynch Capltal Markets and Stone & Youngberg, it received this date from First Interstate Bank of California, as trustee (the "Trustee"). under that certain Trust Agreement. dated as of December 1,1985, by and among the Trustee, the California Cities Financing Corporation and the Cities of Delano, Fontana, Santa MOn1ca and Thousand Oaks, California, definitive Certificates of Particlpation in the aggregate principal amount of $2.915,000. bearing a dated date of December 1, 1985, executed and delivered by the Trustee pursuant to said Trust Agreement. in exchange for temporary Certificates of Partlcipation of the same aggregate principal amount and dated date. executed and delivered by the Trustee pursuant to said Trust Agreement. Dated: J!;)-3) ~ , I MERRILL LYNCH CAPITAL MARKETS and STONE & YOUNGBERG, as purchasers By: MERRILL LYNCH CAPI1AL MARKETS By ~1LC ~ ~ 9-- iJ YIVi Lf-Ab_ tz Title"--7 . -,.-_~-_ ~ RESOLUTION NO. 87-279 . A RESOLUTION REQUESTING APPROVAL BY THE THOUSAND OAKS CIVIC CENTER AUTHORITY OF A SITE LEASE BETWEEN THE CITY OF THOUSAND OAKS AND THE CALIFORNIA CITIES FINANCING CORPORATION RELATING TO A PORTION OF THE SITE WHICH IS THE SUBJECT OF THAT CERTAIN LIBRARY PROJECT LEASE, DATED AS OF FEBRUARY I, 1981, BETWEEN THE AUTHORITY AND THE CITY AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO W HER E AS. the Tho usa n d 0 a k s C 1 v 1 C C e n t e r A.u tho r1 t Y ( the hAuthorlty") has, pursuant to that certa1n Llbrary ProJect Lease. dated as of February 1. 1981, between the Authorlty and the Clty (the "Lease"), agreed to lease a certaln llbrary proJect and the 51t thereof (the "Site") to the City and, pursuant to the Lease, the C1ty has agreed to lease the ProJect and the Slte from the Authonty; and WHEREAS. 1n connection wlth the flnanc1ng and construction of a llbrary storage facillty on a portlon of the Slte, the Clty deslres to sublease such portlon of the Slte to the Callfornla Clties Financlng Corporatlon; and . WHEREAS, the Lease provides that neither the Lease nor any interest of the Clty therein may be mortgaged, pledged. asslgned or transferred without the prior wrltten consent of the Authorlty and provides further the Clty shall, at all times. remain llable for the performance of the covenants and condltions on ltS part to be performed under the lease. notw1thstanding any asslgnment, transferrlng or sublettlng which may be made; NOW. THEREFORE, lt is hereby ORDERED and DETERMINED, as follows' SECTrON 1. The City hereby requests that the Authorlty grant its consent to such sublease and that the Authorlty authorlze the execution of a wrltten consent therefor. SECTION 2. The Cay hereby certifas that the CHy shall, at all times, remain llable for the performance of the covenants and conditlons on lts part to be performed under the Lease, notwlthstanding such sublease. SECTION 3. The Mayor. the City Manager, the Finance Olrector. the Clty Clerk and other officlals of the City are hereby authorlzed and dlrected to execute such other agreements, documents and certlflcates as may be necessary to effect the purposes of this resolution. '. Res. No. 87-279 * * * ... * PASSED AND ADOPTED THIS 2Zg~' U~e l-axda'l ~~!~ C,ty of Th~S~d Oaks, Cal1fornla . ATTEST: 7L-r#: w],PJ;0 Narky fl. Dillon, C,ty Clerk C,ty of Thousand Oaks, Callfornia APPROVED ~' .a~tsel1e~s. Cay Attorney APPROVED AS TO ADMINISTRATION: Gran~,~ager . ___ _ ~______ ......____ .........'-,1 I EEFEE~ Ci.nJ:::- ~ ..~...r...L ..a..w..u ~ ......;...w_....J..IJU' IS A 7:?-_L !.1::' CeE:':"':T COPY OF THE O-rr-. . n~- --, O~ FiLE I~ TEE ~ '..2'....Io":..l.I J.-\,,'...- ~......<I-'''' - .._ O~-- ,..,-. ,,-, ., -.- C.oT ~-.:=-~r: C1T 1 or ,11".1......:.. 1.,..!' __...-i - ~.. .....--..... I ~ h'J.. E.f.l:J C-.-:.S. C1.L!?O?-u IA .. --.J "' .. t' 9 r 7 DA'i::::J _/1 JV~ ~ A.. ~...... -- BY ~~'".,.._.J___ /)'., ~,_~_ :T-J~ TH~ _4_....,-,~ ~ rOr>--Jl. D123/A:1l/87 Res. No. 87-279 . CERTIFICATION . STATE OF CAL T~ l'tdIA } COUNTY OF VENTURA ) ss. CITY OF THOUSAND OAKS ) I. NANCY A. DILLON. Clty Clerk of the City of Thousand Oaks. DO HEREBY CERTIFY that the foregoing lS a full, true, and correct copy of Resolution No. 87-279, which was duly and regularly passed and adopted by sald City Counc1l at a regular meeting held November 24, 1987 by the following vote: AYES: Councilmembers Lamb, Schillo, Horner, Fiore and Mayor Laxdal NOES: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand and afflxed the offlcial seal of the City of Thousand Oaks, Californla. '-d Vu- -#. 'ifI)~ ,(~ Dillon,- City Clerk City of Thousand Oaks, California . . Res. No. 87-279 . CIVIC CENTER AUTHORITY RESOLUTION NO. 87-35 A RESOLUTION APPROVING A SITE LEASE BETWEEN THE CITY OF THOUSAND OAKS AND THE CALIFORNIA CITIES FINANCING CORPORATION RELATING TO A PORTION OF THE SITE WHICH IS THE SUBJECT OF THAT CERTAIN LIBRARY PROJECT lEASE. DATED AS OF FEBRUARY 1. 1981. BETWEEN THE THOUSAND OAKS CIVIC CENTER AUTHORITY AND THE CITY AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO AND WHEREAS. 'the Author1ty has. pursuant to that c~rta1n llbrary ProJect lease. dated as of February 1. 1981. between the Authority and the Clty of Thousand Oaks (the "lease"). agreed to lease a certaln library project (the "ProJect") and the slte thereof (the "Site") to the C1ty and. pursuant- to ~he lease. the Clty has agreed to lease the ProJect and the S1te from the Authority; and WHEREAS. 1n connection with the f1nanclng and constructlon of a l1brary storage faC11ity on a portion of the Slte. the Clty deSlres to sublease such portlon of the Site to the Callfornla Cltles Flnancing Corporatlon (the "Corporation"); and . WHEREAS. the lease provldes that ne1ther the lease nor any lnterest of the Clty thereln may be mortgaged. pledged. ass1gned or transferred wlthout the prl0r wr1tten consent of the Authorlty and provldes further the C1ty shall. at all t1mes. remaln liable for the performance of the covenants and condltlons on its part to be performed under the Lease. notwlthstanding any asslgnment. transferrlng or sublettlng WhlCh may be made; and WHEREAS. the Clty has requested that the Authority grant lts consent to such sublease and that the Authonty authorlze the executinn of a wrltten consent therefor and the City has certlfied that the Clty shall. at all times. remaln luble for the performance of the covenants and condit1ons on ,ts part to be performed under the lease, notw1thstandlng such sublease; NOW. THE REF 0 R E. B E IT R ES 0 L VE D by the Tho usa n d 0 a k s C i v 1 c Center Authorlty as follows: SECTION 1. The Author1ty hereby grants ltS consent to such sublease by the Clty to the Corporation for the purpose of the flnanclng and construction of a library storage faclllty on a portion of the Slte. SECTION 2. The Chairman of the Board of the Authonty 1S hereby authOrl zed and d1 rected to execute a wr 1 tten cons ent to such sublease by the City to the Corporation for the purpose of the flnancing and construct1on of a library storage facility on a portion of the Sltes. S E C TI 0 N 3 . The C h a 1 rm a n 0 f the Boa r d 0 f 0 1 r e c tor s 0 f the Authorlty and other off1cials of the Authority are hereby authorized and d1rected to execute such other agreements. . eCA Res. No. 87-35 doc"ments and certlflCQ~ ~ as may be necessary to effect th. purposes of thlS resolutlon. ***** . PASSED AND ADOPTED THI S 24th day of November. 1987. ~UP Le'e Laxda1f M):"'yornL Clty of Tho~and )'wkSt Ca11fornla ATTEST: t;l/Lr-ll J(!l/;P7J Na~cy~. Dillon. Clty Clerk Clty of Thousand Oaks, Callfornla AP~::14JdJ:ORH~ Ma r kG. Sell e r s. C i t Y At tor n e y APPROVED AS TO ADMINISTRATION: . GrantMJJ!.[~.ger I BEREBY CERil?Y TR!7 TEE FOREGOING IS .l 'IE.:L: A1D C')R.-:U:Ci' COpy OF TEE O?.IGE!:' !J::jl~S? 0:' F:LE ni 'iRE {j:-~IC~ Ot '1::::: C'"T::' C.:;ilK. CITY OF ~LJ~.;~.A;~J Oll...., C~L:~ J~..~A. Dl..~D 71/V~..<.I.A~" /F<I'7 ., BV ~ t:. .,L ;f' -~.1 ~ 7"- oJ .--y ... ~............. T-- . TITLE ,.2.-T~'-'Y~ c...Y_ t2V.I"~ " / 0122/A:11/87 CCA Res. No. 87-35 . CERTIF ICATION . STATE OF CALIFORNIA COUNTY OF VENTURA 55. CITY OF THOUSAND OAKS I. NANCY A. DILLON. Clty Clerk of the Clty of Thousand Oaks. 00 HEREBY CERTIFY that the foregolng is a full, true, and correct copy of 87.35. whlCh was duly and regularly passed and adopted by said C1V1C Center Authorlty at a speclal meeting held November 24. 1987, by the followlng vote: AYES: Dlrectors Schillo. Horner and Chalrman Fiore' NOES: None ABSENT: Dlrectors Hatcher and Wooden IN WITNESS WHEREOF. I have hereunto set my hand and affixed the offlcial seal of the Clty of Thousand Oaks, Cal1fornla. 7/w/.v-=,rJ l,((}~ Na n'Cy AJ1 Dillon, 1: i ty C1 e rk. Clty of Thousand Oaks. Californla . CCA Res. No. 87-35 . . . . CONSENT OF THOUSAim OAKS CIVIC CEi~TER AUTHORITY REGARDIr~G SUBLEASE AFFECTING THAT CERTAIN LIBRARY PROJECT LEASE~ DATED AS OF FEBRUARY 1~ 1981 Pursuant to the terms of that certain library Project lease~ dated as of February 1 ~ 1987 (the Hlease.) ~ by and between the Thousand Oaks Civic Center Authority (the IIAuthorityH) and the City of Thousand Oaks (the .City) ~ the undersigned~ the duly appointed. qualified and actlng representative of the Authority~ hereby consents to a sublease by the City to the California Cities Financing Corporation for the purpose of the financing and construction of a library storage facility on a portion of the site which is the subject of the lease. Dated: December .I~~ 1987 Center Thousand Oaks AutnoW By (~ , r .... Name Alex Flore Title Chalr . . . 13050.os JH_ 80(11,.. 1 Zl()Z47 2)042 CONSENT OF UNITED STATES FIOEUTY & GUARANTY COMPANY REGARDING AMENDMENT AND RESTATE~I;NT OF THAT CERTAIN l,.EASE AGREEMENT. DATED AS OF DECEMBER 1. 1985. AS AMENDED AS OF OCTOBER 1. 1986. BETWEEN lliE CAUFORNIA CITIES FINANCING CORPORATION AND THE cny OF THOUSAND OAKS Pursuant to the terms of that certain Lease Agreement. dated as of December 1. 1985. as amended as of October 1, 1986 (the "Lease Agreement"), by and between the California Cities Financing Corporation and the City of Thousand Oaks (the "City"), the undersigned, the duty appointed, qualified and acting representative of the United States Fidelity & Guaranty Company, hereby consents to the amendment and restatement ot the lease Agreement for the purpose of changing the specifications of the project which is the subject of the Lease Agreement DATED: January 21, 1988 UNITED STATES FIDELITY & GUARANTY COMPANY By G?a.J~~,~ Na~ymond K. O'Nel1 Title AttorneY-J.n-fact . . . GENERAL rovER OF ATIDRNEY lam ALL MEN BY THESE PRESENI'S: That ~n'w STATFS l".LDELI'lY AND GUARAN'lY CDfPANY, a corporation organized and existing under the laws of the State of Maryland, and having its principal office at the City of BaltiIoore, in the State of Maryland, does hereby constitute and appoint Michael Djordjevich, Raynxmd K. O'Neil, Helene Jaillet and Kurt Guen of the City of San Francisco, State of California, its true and lawful atto.LTaeys for the following purposes, to wit: ~ To sign its 1".QI'l"P as surety to, and to execute, seal and acknowledge any and all bonds, consents and related doctmmts; to sign its l1RITF as reinsurer or ceding ccmpany to, and to execute, seal and acknowledge any and all reinsurance agreffi1lmts, consents and related doc:1wrw:>11ts; to receive or rFmit funds under any of said doctnvmts; and to respectively do and perfULTii any and all acts and things set forth in the resolution of the Board of Directors of the said ~nID STATES FIDELI'IY AND GUARANlY <n1PANY, a certified copy of ~ch is hereto iLnnexed and made part of this Power of Attorney; and the said lJttfnw STATES l'ilJELTIY AND GUARANlY cn1PANY, through us, its Board of Directors, hereby ratifies and confirms all and whatsoever anyone of the said Michael Djordjevich and the said Raym:m.d K. O'Neil and the said Helen Jaillet and the said Kurt G.1en may lawfully do in the pr~ ses by virtue of these presents. rn WTINESS WHEREOF, the said UlHTW STATES .t'"llJELITY .AND GUARANlY a:MPANY has caused this instr1nvmt to be sealed with its corporate seal, duly attested by' the signatures of its Executive Vice President and Assistant Secretary this 13th day of Nov~, 1987. lRilTNl STAlES FIDELTIY AND GUARANlY <nIPANY 0J CJ <' By: ~/t"YU?J' ~d / L- . David H. ~I, Executive Vice President By: zJ~-r\- T~t~--e"/ Brian A. RcMland Assistant Secretary ( SFAL) . ~ AND SI<WJURE CEkn.l''J.CATE OF llrUUJJ STATES l".wELI'IY AND GUARANIY CXl1PANY I, BRIAN A. RGlLAND, being the Assistant Secretary of United States Fidelity and Guaranty ~any, hereby certify that the following officer of United States Fidelity and Qmranty ~ has been r:h_lly elected or appointed, that he is now legally holding the office set opposite his t'I.lmP, and that the signature set forth above his typed f}SInP is the true and gernrine signature of said officer: Signature: QIM~t~- I . . r David H. ~, Executive Vice President Typed Name: IN \\InNESS tvHEREDF, I have hereunto affixed rEf hand this 13th day of November, 1987. . 7?~ ~/ Brian A. RDwland Assistant Secretary . . . . STATE OF MARYlAND ) ) ss: <DUNlY OF BALTIMJRE) On this 13th day of NovAnher, 1987, before me, personally C:IITP: Il!\VID H. MEEHAN, Executive Vice President of the UNITED STA1FS ~'l.JJELITY AND GlTAlWnY CXMPANY, and BRIAN A. RM.AND, Assistant Secret";:iry of said Canpany, with both of TA1an sworn, said that they, the said Executive Vice President and Assistant Secretary of the said UNlTW STATES ~'wELI'IY AND GlTAlWnY a:MPANY, the cuLi'OCation described in and Wich executed the foregoing Power of Attorney; that they each knew' the seal of said corporation; that the seal affixed to said Power of Attorney was such cOi-porate seal, that it was so fixed by order of the Board of Directors of said corporation, and that they signed their names thereto by like order as Executive Vice President and Assistant Secretary, respectively, of the ~any. wntmSS my hand and notarial seal. flu7ii.t,-,,/ ;;])1 iIt~A- ~4 - , NotarY PUblic C My Qmni.ssion Expires: July 1, 1990. .. . United Stat~ Fidelit), and Gun.nll Compan) .ALTIMORE MARYLAND 212'01 THIS IS TO CERTIFY thatlhe following. 15 a true and correct copy of a resolution adopted by the Board of Directors of Umted States Fldehly and Guaranty Company at a meetmg held on AprJ! 28. 1982. at whIch a quorum W.t\ present and \'Oled RESOL "'ED llta, I~ CballTnan of lhe Board the~, hml1ln~ lilt fnreEDlnE any and "I botld\ 11.IafU'ee. linde, ocIem ...y V.cr Pn:sldenl or lilY A...salnl \'~ t'n:,Mkt11 In lamE' ~nll~ 1ll1pUb1""'-_ roI"le'> of In>UnI'ICt deoo1' tcrlJ~ncl_ ..lIb the SecretarY or an ",s.,.anl ~WI} oIull ...~, JIIl.W'\pjlc- "'~ ..lIdKl."'" lUId qency ~rec bave power on bollalf of the Com~)' tltem_ lallo ueclIle adno..l.d,. venfy and d.h'.r III IhJ 10 appnInl ..... Ilr"""" peNlII\ fur MY or all of lite cantrac1< obhl"'o,,, IfIstrumeou and doc..""'m. ...ltal"""...,' Il"","",,- 1II00'''....:!'O It.. ~dlOl' pllTa,raph ell Includ1n~ 10 Coonecl,on WI'" H. bu..o... .oclud,nl' ....bou\ afhlOl'l.... "".1 of the CPfIII"I1I) and that the foregOing resolullon 1<; now m force and effecl I cenlf). further. that the follo....mg are duly elected office..... of United Stdtes Fldehty and Guaranty Company and hold poslIlon.. as JAC'" MOSElz.Y Chal~mun '1Ih~ Briard ElIet.llve VICe Pre,uknb SAMES V H...RRINGTO,," PAUL J ScHEEL Pfesufent E Do"''''LD B....NG~ OA \ ID H MEEH"'N SeOlIJf VICe PreSident' JEA.......E HEDDY J"'MB A MAPPl's JAMES M RALEY. JR W Mlf\/OR CARTER . VIet: Presidents U.NOON V ALEXANDER JOM'" A ANDRY~K CHARLES W BOO~E MICHAEL B CASEY STEPHEI\I B COOK (Conrroflrr) ROBERT E DENIKE JEROME W DoBBY'" MICHAEL A DoDGE CECIL E EsTES ROBERT J O"'FFNEY fTuaswrrr) ASSIStant Via Presldenls MICHAEL J A""KERSON FR~ C BOSSE FR...I\ICIS X BOSSLE DoNALD F BURKE RONALD L OEH"'~ER NA"IC"t G DJORVJEV/C ROBERT FARROW EARL B FERGl'SO>;. JR WILLI...M J Fu..., KENNETH 1 FORD ROBERT C FREED.... LEwIs 0 FUNKHOUSER. JR AUISIaIII ~IanCS THOM....S L ALLEN BERNARD G B...CINSKI DoUGLAS R BOWEN D..WID W BRYDE'" JAMES M CARROU. EDW....RD A CHAMBERS. JR BRIAN T DoNAHUE ELl2ABETH DUNN GEORGE R GARDNER MICHAEL 0 ORA'" THOMAS 0 HEIDENREICH JUDITH C HIMPL.Ell JOHN HOFFEN SUS...N HOOPER N.....cy M H....RAGA'\l RA) 'IIlO/l.D M HASSETT L LEE HUPFER GLE"''' H K~A1TS fund A"..un) JOE J I(lR'" URB...'\l E LEIMKl;HLER, JR SA\Il'EL H McCOY, II fond G~PJergl CmJPJs~IJ R""':OOLPH L ROHRBAUGH PALL W SCHLOUGH WILLI""l J OE"TZ JOH'.. R HAMMOND MICHAEL P HAMMOND DE". TER G HESS WILL....RD R HOLLEY RICHARD A HL'(jHES JR RO......LD A HUGHES ED'" ARD C LEBER JR KERRY K LECRO....E MICHAEL T McC"'RTY RLTH McCLELLA'\lO MARY LYNl\' MC'GI"'''' JOSEPH W KENNEDY H....RRIETT lITTLE K..THLtt.... 5 LVMSDEN TULSA J MAREeK J....-.:IS M"'XWELL MARK E MOR"'VY RICH...RD L N"'UMAN ROBERT E NEUBAUER FR"'''ICIS X PHELAN. JR TIfOM"'S 0 PRESL\R CHARLQ1TE RHEINHARDT BRIA"I A ROWLAND fglld COI/nsrl) A LoUISA RUSH RICHARD H S"'ADER (OM C orpurOlf' AmIOT>) WILLIA..' J 0 SOMU....ILLE. JR WILLI....M F SPUEDT fSr. rf'lar\ J W BRADLEY WALLACE CHARLES B W A TSO,., JOHIIo A WITZE... RONALD E \\OHLl:ST CHARLES D ZIMMI:.RMA>;, IJ1 T HARll..EY MARSHALL DoRIS MARTII''; JAMES G MERCER JEREMY P MOYES PHILLIP F Nasor.; THfOOOllE G PARKS DoVGLAS C PERRY BURDene L SHORT MORTO'" STEVE'oIS W...L1&R E STEWART. JR BRE"'OA M TOMEC STEPHE'" J TRECKER C"'RL R S....AR DIANE E ScH"'E.FER JARED SHOPE TERR Y L S'-tITH FRAN... P STEW...RT DAVID J SVEC ROBERT W TRGO\.'ICH MICHAEL W V AN>; ROBERT J WHITE JOHN T WILKINS FIW>ERICk J WIu.EY DICK E Wll.T DAVID P WINGER RONALD R WIRSING I cerufy. further. that the sIgnatures affixed to the attached mstrument are genuine and ..ffi..~d 'he"'" t-: virtue of the reciled author,: Given under my hand and the seal of the Company. thIS November .!987 . EoecuI,,,,, ]0 19-17) J.~th day of zf~~- ASSistant Secrelar)' Brian A. Rowland . . . 1 30!;0 O~ JHHW BOa kla 12'02 67 23043 J CONSENT OF FIRST INTERSTATE BANK OF CALIFORNIA REGARDING AMENDMENT AND RESTATEMENT OF THAT CERTAIN LEASE AGREEMENT. DATED AS OF DECEMBER 1. 1985. AS AMENDED AS OF OCTOBER 1. 1986. BETWEEN THE CALIFORNIA CITIES FINANCING CORPORATION AND THE CITY OF THOUSAND OAKS Pursuant to the terms of that certam Lease Agreement, dated as of December 1. 1985. as amended as of October 1. 1986 (the "Lease Agreement"), by and between the California Cities Financing Corporation and the City of Thousand Oaks (the "City"), the undersigned, the duly appointed. qualified and acting representative of First Interstate Bank of California. hereby consents to the amendment and restatement of the Lease Agreement for the purpose of changing the speCIfications of the project whIch IS the subject of the Lease Agreement Dated December 3rd, 1987 FIRST INTERSTATE BANK OF CALIFORNIA By :J~->>~ ~e ~can / Tltle.,.-r Asslstant Vlce Presldent .",.,.~ t b'..Qf. .. ~rs. · > t.,.,e .:1'rters Q<ctO;; Forst' 'crslale Bank ot Cal;'ornla -0" \"\'. ;:rl e 61\,'::: _-::5 ;'i;;€:::5 CA "]00-'--' . ~:.3'~~~. January 27, 1988 Mr. Raymond K. O'Neil Executive vice President Capital Guaranty Stellrlrt ToNer 22nd Floor One Market Place San Francisco, CA 94105-1413 RE: California cities Financin;; Corporation Certificates of Partlcipation, 1985 series E City of Thousand Oaks, CA as Participant tear 'Hr. O'Neil: . Pursuant to your letter to Brian D. Qumt, Esq., dated January 21, 1988, please be advise:i that all funds established under the Trust Agreement of the referenced issue are currently at proper levels. If you have any questions please do not hesitate to contact me at (213) 614-4950. Sincerely V /,/ \ ~ ~7/ /' \ . ')!;" J' J. -~ ,-/~: ::/~/-"---.. ~Tood D.mcan / Assistant vice President TD:ht 166-1235 cc = Glenda Bell, Proj ect Coordinator Jones, Hall, Hill & w1ute Four embarcadero Center, Suite 1950 San Fra.\'1Cisco, CA 94111 . . RESOLUTION NO. 87-280 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A SITE LEASE TERMINATION AGREEMENT, A LEASE TERMINATION AGREEMENT, AND AMENDED AND RESTATED SITE LEASE AND AN AMENDED AND RESTATED lEASE AGREEMENT. EACH BETWEEN THE CALIFORNIA CITIES FINANCING CORPORATION AND THE CITY. AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS. the Clty has. pursuant to that certaln Lease Agreement. dated as of December 1.1985. as amended, between the Callfornla Cltles Flnanclng Corporatlon (the "Corporatlon") and the Clty (the "Lease Agreement"). agreed to lease a certaln communlty center proJect. more particularly described ln Exhlblt C to the lease Agreement (the "ProJect"). from the Corporatlon and. pursuant to the lease Agreement. the Corporatlon has agreed to lease the ProJect to the Clty; and WHEREAS, the lease Agreement provides that the Clty may change the speclflcatlons of the ProJect. so long as such change does not reduce the value of the ProJect or substantlally alter the nature of the ProJect. and WHEREAS. the Clt,y has determlned that. due to circumstances beyond 1tS control. the ProJect, as or191na11y contemplated. can not proceed; and . WHEREAS. the Clty deslres to change the speclflcatlons of the ProJect and to deslgnate a substltute slte therefor; and WHEREAS. the Section 1004 of the Lease Terms and Condltlons (as deflned 1n the Lease Agreement) provldes that the lease Ag reement may be amended or any of 1 ts te rms modi f1 ed W1 th the wrltten consent of the City and the Corporation. provlded that no such amendment shall become effectlve unless approved by the Trustee and the Insurer (as each such term is defl ned 1 n the lease Agreement); -NOW, THEREFORE, BE IT RESOLVED by the Clty Councll of the C1ty of Thousand Oaks as follows: SECTION 1. The below-enumerated documents be and are hereby approved, and the Mayor. the Clty Manager or the F1nance Dlrector lS hereby authorlzed and d1rected to execute sald documents, wlth such changes, lnsertlons and om1SS10ns as may be approved by such offlcul. and the Cay Clerk is hel\eby authorlzed and dHected to attest to such off1C1a1's s1gnature: a) a site lease termlnatlon agreement. relatlng to the PrOJEct, between the City and the Corporatlon, b) a lease termlnatlon agreement, relating to the ProJect, between the Corporat1on and the Clty, c) an amended and restated slte lease, relatlng to the ProJect. between the Clty. as lessor, and the Corporatlon. as 1 essee; and d) an amended and restated lease agreement. relat1ng to the ProJect. between the Corporatlon, as lessor. and the C1ty. as 1 essee. . Res. No. 87-280 , SL.IION 2. The Mayor. the l.l~i Manager. the F'nc~ce D1rector. the Clty Clt'rk and tr:r off1Clals of the C,ty are herehy authorlzed anr d'rected to execute such other agreements, documents and certlf._.tes as may be necessary to effect the purposes of th,s resolutlon. \. ,. ,. ,. ,. * PASSED AND ADOPTED th1 s 24th day of November, 1987. '/f! :CJ~ LeI! Laxdn-,/MaV'r~Z Clty of Thous;md ~~s. Cal,forn1a ATTEST: 7L-tl x!2P~ Na~cy~. D111on. Clty Clerk Clty of Thousand Oaks, Cal1fornla AP~: 'jJL Mark G. Sellers. Clty Attorney . APPROVED AS TO ADMINISTRATION: GJM0a~~na'er I I!!tDY e!'!IT!l''Y THAT 'mE FORt:JOIIG IS A 'PIlI r;+: C-,-:_~~: CJ?I OF THE ORIGINAL L~: ~:: c. ?~ 1~ THE Oy.rCE C. ~ _ :~;. =_.' . CITY or ..ncwo;. C'':h' Lt.:':. ~__,':A D.lTD '/f~~"<'1 ~ . /v,,,.. - IY ~_u~ ~,~~ 'tI~ .2J, _.. y ~ ,...; k ("10. ... L- ~ - / ._/- 0121/A:ll/87 Res. No. 87-280 . _.~. --...._............~--~ ............-..,...... '!o CERTIFICA TION \. STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF THOUSAND OAKS ) I, NANCY A. DILLON, Clty Clerk of the Clty of Thousand Oaks, DO HEREBY CERTIFY that the foregolng 1S a full, true, and correct copy of Resolutlon No. 87-280, which was duly and regularly passed and adopted by sald City Counc1l at a regular meetlng held November 24, 1987 by the foll OWl n9 vote: AYES' Councilmembers Lamb. Schillo, Horner, Flore and Mayor laxdal NOES: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand and afflxed the offlclal seal of the Clty of Thousand Oaks, Callfornla. 1L4 0~~ Nari€y rrJ Dillon, City Clerk Clty of Thousand Oaks, Callfornla . . Res. No 87-280 r 1 . . . '3050-05 Z3D35 JHHW BOO kle. 11105'117 02'05/88 RESOLUTION NO. 88-1 A RESOLUTION OF THE CALIFORNIA CITIES FINANCING CORPORA liON APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A SITE LEASE TERMINATION AGREEMENT, A LEASE TERMINATION AGREEMENT, AN AMENDED AND RESTATED SITE LEASE AND AN AMENDED AND RESTATED LEASE AGREEMENT, EACH BETWEEN THE CORPORATION AND THE CITY OF THOUSAND OAKS, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the California Cities Financing Corporation (the "Corporation") is empowered pursuant to the provisIons of it Articles of IncorporatIon, to assIst cIties and other pohtlcaJ subdlvi510ns of the State of California in the acquisition of real and personal property convement or necessary for the operation of such CItIes and other political subdivisions by entering Into such finanCing agreements as are necessary to accomplish the pooling and common marketing of such agreements or certifIcates of partiCipation In payments to be made under such agreements in order to reduce the cost to such entIties of the acquisition of such real or personal property; and WHEREAS, the City of Thousand Oaks has, pursuant to that certain Lease Agreement, dated as of December 1, 1985. as amended, between the Corporation and the City (the "Lease Agreement"), agreed to lease a certain community center project, more particularly described In Exh,bit C to the Lease Agreement (the "ProJect"), from the Corporation and, pursuant to the Lease Agreement, the Corporation has agreed to lease the Project to the City; and WHEREAS, th~ Lease Agreement provides that the City may change the specifications of the PrOject. so long as such change does not reduce the value of the Project or substantially alter the nature of the Project; and WHEREAS, the City has determined that, due to circumstances beyond its control, the PrOject. as Originally contemplated, can not proceed. and WHEREAS, the City deslfes to change the specifications of the Project and to designate a substitute site therefor; and WHEREAS. the Section 1004 of the Lease Terms and Conditions (as defined in the Lease Agreement) proVides that the Lease Agreement may be amended or any of its terms modIfied with the wntten consent of the City and the Corporation, provided that no such amendment shall become effective unless approved by the Trustee and the Insurer (as each such term is defmed in the Lease Agreement); and WHEREAS. it IS In the public Interest and for the public benefit and the benefIt of the City that the Corporation authOrize and dIrect execution of certalO documents 10 connectIon therewith; and . WHEREAS, the documents below specified have been filed with the Board or Directors of the Corporation which, with the aid of its staff, has reviewed said documents; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CALIFORNIA CITIES FINANCING CORPORATION. AS FOLLOWS: SECTION ,. The forms of the below-enumerated documents be and the same are hereby approved, and the President of the Corporation is hereby authorized and directed to execute said documents, with such changes, Insertions and omissions as may be approved by such official, and the Secretary of the Corporation is hereby authonzed and directed to attest to such official's signature' a) a site lease termination agreement, relating to the ProJect, between the City and the CorporatIOn, b) a lease termination agreement, relatlO9 to the ProJect, between the Corporation and the City, c) an amended and restated site lease, relating to the Project, between the City, as lessor, and the Corporation, as lessee, and - d) -- -an amended and restated lease agreement. relating to the PrOJect, between the Corporation. as lessor, and the City, as lessee. . SECTION 2. The President, Vice President, Chief Flnanciar Officer, Secretary and other appropnate officers of the Corporation, are hereby authorized and directed to execute such other documents and certificates as may be necessary to effect the purposes of thiS resolution. SECT/ON 3. This resolution shall take effect immedJateJy. ..***********~...~._*.~*~.*._...*. I hereby certify that the foregomg IS a full, true and correct copy of a resolutIon duly passed and adopted by the Board of Directors of the California Cities FinanCing Corporation at a meeting thereof duly held on the 5th da)o of February, 1988, by the followmg vote of the Directors thereof. AYES, Bulman, Foucault, Ingraham, Lindsay, Smith, Tanner NOES, None ABST AI N, Biery ABSENT, Peterson, Wnght . ~J/~ Secretary -2- ~. \}. r-.... ('t > i..." r--, ~ . . .~oL-1' rfi~CG~:;~~ f'J~~ r:r:O:f:sr O~= JHHW SDQ I<la 11.06.87 ~- ~ --;:' ~ : ~ - ~ ~ ~ \~ . ;:.~ T~T t~ t: I: e- ('~ ...~ AFTER RECORDATION PLEASE RETURN TO Jones Hall HIli & White. A Professional Law Corporation Four Embarcadero Center, SUIte 1950 San FrancIsco, CA 94111 Attention Brian 0 QUint. Esq BB-0124~~ Recorded Official Records County of Ventura Richard D. Dean Recorder 8:00am 1-Feb-88 Z304' Ree Fee Total SITE LEASE TERMINATION AGREEMENT Dated as of November 1, 1987 by and between the CITY OF THOUSAND OAKS and the CALIFORNIA CITIES FINANCING CORPORATION 27.00 27.00 BB 12 . SITE LEASE TERMINATION AGREEMENT THIS SITE LEASE TERMINATION AGREEMENT, dated as of November 1, 1987, by and between the CITY OF THOUSAND OAKS. a general law City organized and eXlstmg under and by virtue of the laws of the State of Callforma (the "City"), as lessor, and the CALIFORNIA CITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and eXisting under and by virtue of the laws of the State of California (the "Corporation"), as lessee. W1INE.s.sEIH WHEREAS, the City and the Corporation are parties to that certam site lease, dated as of December 1, 1985. and recorded on January 21, 1986. as document number 86- 006400, In the Official Records of Ventura County, California (the "Site Lease"). of property sItuated In the City of Thousand Oaks. County of Ventura. State of Callforma. more particularly desCribed 10 Exhibit A attached hereto and mcorporated herem by this reference (the "Site"), and WHEREAS, the City and the Corporation desire to prOVide by this Site Lease Termmatlon Agreement for the cancellation and termmatlon of the Site Lease and surrender of the Site by the Corporation to the City, . NOW, THEREFORE, m conSideration of the mutual covenants and agreements of the parties herein contamed and other valuable consideration. receipt of which IS hereby acknowledged. the parties hereto agree as follows SECTION 1 TerR1matlOn of SI~e Lease Effective as of the date of recordation of this Site Lease Termination Agreement, the Site Lease and the obligations of the City and the Corporation thereunder, shall be cancelled and term mated and be of no further force or effect SECTION 2 Surrender of Site Effective as of the date of recordation of this Site Lease Termination Agreement. the CorporatIon surrenders the Site to the City and hereby qUitclaims to the City any and all nght. title and mterest In and to the Site SECTION 3 SectIOn H~adJngs All sectIon headmgs contamed herem are for convenience of reference only and are not Intended to define or limit the scope of any provIsion of thiS Site Lease Termmatlon Agreement SECTION 4 Exec:;:utlon ThiS Site Lease Termination Agreement may be executed In any number of counterparts, each of which shall be deemed to be an ongmal but all together shall constitute but one and the same agreement . . . . IN WITNESS WHEREOF. the City and the Corporation have caused trus Site Lease Termmatlon Agreement to be executed by their respective officers thereunto duly authorized. all as of the day and year first above wntten CITY OF THOUSAND OAKS, s Lessor ~h~ -Maj'or / By v...., (S E A L) :w-, J', 'r , Attest - ,.r -..... 7!~~~~ . l " City Clerk '- '- " CALIFORNIA CITIES FINANCING CORPORATION. as Lessee By PreSident (S E A L) Attest Secretary -2- . . . IN WITNESS WHEREOF. the City and the Corporation have caused this Site Lease Termmatlon Agreement to be executed by their respective officers thereunto duly authorized. all as of the day and year first above written CITY OF THOUSAND OAKS, as Lessor By Mayor (S E A L) Attest City Clerk CALIFORNIA CITIES FINANCING CORPORATION, as Lessee (5 E A L, Attest .u.~ ~&/.V'~~rt, _ Secretary -2- . . . State of California County of Ventura ) ) 55. ) On thlS /tQ( day of December. in the year 1987. before me. the undersigned. a notary public, personally appeared LEE LAXDAL and NANCY A. DILLON. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the with1n instrument as the Mayor and C1ty Clerk. respectively. of the City of Thousand Oaks and acknowledged to me that the City of Thousand Oaks executed it. WITNESS my hand and offic1al seal. ---~~_.~~---~----~--- ~ - - - -~. <-'~, OFF,CIAL SEAL L<~l3\~\ LUCI~D~ J ~OBERTSON );. ~{fl J~NOTARY PUBLIC-CALIFORNIA \~'j PRINCIPAL OFFICE IN ~ yr.rORA tOUHT~ Ilv (0 I'LSSION EXP:f~S I!,\:' 2B,1988 ~_.~ .a~ .:;;..r~~'in .and for said County and State Ty P ed Name Luc lnda J. Robert son My commission expires: Hay 28, 1988 . . . STATE OF CALIFORNIA SS COUNTY OF SAN FRANCISCO On this 9th day of December. In the year 19B7, before me, the undersigned. a notary publIc, personally appeared LOWELL SMITH, personally known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the Wlthm mstrument as PresIdent of the California Cities Fmancmg Corporation. the corporation therein named, and acknowledged to me that such corporatton executed the wlthm Instrument pursuant to Its bylaws or a resolution of Its board of directors WITN ESS my hand and offiCial seal @ OFFICIAL SEAl.. ,., . MARtAN WALKER . Nell.". ~1fomIa SAN FRANCISCO OOUNlY My Comm Exp SlIp 30, '98t ~~~ Notary Public In and for said County and State Typed Name MARIAN WALKER My commiSSion expires 9-30-89 . . . STA", ~ ~J= CALIFORNIA 55 COUNTY OF SA...~ FRANCISCO On this 9th day of December. In the year' 987, before me, the underSigned a notary publIc. personally appeared DANIEL B HARRISON. personally known to me (or proved to me on the baSIS of satisfactory eVidence) to be the person who executed the wIthin Instrument as Secretary of the California Cities Flnancmg CorporatIon. the corporation therem named, and acknowledged to me that such corporation executed the within Instrument pursuant to Its bylaws or a resolutIOn of Its board of dIrectors WITNESS my hand and official seal @'OFFICIAlSEAL ,- . MARIAN WALKER . Notary~. . MN FfWCiit~-, COUNTY -V'. ',," My Ccmm &P _ 30.1989 . - - _. . . . - - . . _ J .-. ~r~ Notary Public In and for said County and State Typed Name MARIAN WALKER My commiSSion expIres 9-30-89 . EXHIBIT A PROPERTY DESCRIPTION Situated In the City of Thousand Oaks. County of Ventura. State of California, and described as follows That portion of section 8, Township 1 North, Range 19 West, J. Edwards Tract No.1, Rancho El Conejo, in the city of Thousand Oaks, County of Ventura, State of California, according to the Hap recorded in book 1, page 746 of Deeds, described as follows: Beginning at the Southeasterly corner of Lot 3, Tract No. 1862, according to the Map recorded in book 46, page 73 of Maps; thence along the boundary of said Tract No. 1862 by the following 2 courses, 1st: 2nd: . 3rd: 4th: North 66 deg. 45' 21" West 106.89 feet to an angel point; thence, South 63 deg. 28' 27" West 112.89 feet to the Easterly line of Tract No. 1453 according to the Map recorded in book 36, page 11 of Maps: thence along the boundary of said Tract No. 1453 by the following 5 courses, Southeasterly along a curve concave Northeasterly having a radius of 958 feet a radial line bears South 63 de9. 28t 27u West through an angle of 10 deg. 27' 51" an arc distance of 175. 14 feet. to the Southeasterly corner of said Tract No. 1453; thence, South S2 d.eg. 59- 41" West 84 feet to 'the most Easterly corner of said Tract No. 1453; thence, 5th: North 69 deg. 49' 40" West 98.24 feet to an angle point; thence, 6th: North 54 d.eg. 08' 40" West 13.50 feet to an angle point; thence, 7th: North 70 deg. 05' 45" West 97.23 feet to an angle point; thence, 8th: South 22 deg. 01' 50" West 111.84 feet to a 3/4 inch iron pipe; thence, 9th: . South 42 4e9. 01' 50" West 47.73 feet to a 3/4 inch iron pipe set on the Northeasterly line of Calle Yucca as shown on the Map of Arroyo Acres (Lynn Ranch) filed in book 20, page 25 of Records of Survey; thence along the boundary of said Arroyo Acres by the following 2 courses and/or prolongation thereof, . lOth: 11th: 12th: 13th: 14th: . 15th: 16th: 17th: 18th: . southeasterly, Southerly and Southwesterly along a curve concave Westerly having a radius of 440 feet a radial line bears North 66 deg. 39' 47" East through an angle of 42 deq. 58' 13" an arc distance of 329.99 feet; thence tangent to said curve, south 19 deg. 38' West 44.76 feet to the Southwesterly line of the land described in Parcel 2 in the Deed to Martha L. Hunt recorded in book 540, page 34 of Official Records; thence along said Southwesterly line being also the so called centerline of Arroyo Salto by the following 3 courses, South 63 deq. 56' East 84.06 feet to an angle point; thence, South 58 deg. 10' East 309.55 feet to an angle point; thence, South 69 deg. 54' East 178.56 feet to 35th course and/or prolongation thereof, recited as ..s 3 deg. 59' 291t W 238.52 feet", in Parcell Parcel A Golf Course North of U.S. Highway 101, in that certain Deed of Trust recorded May 28, 1965 as Document No. 39347, in book 2797, page 189 of Official Records; thence along the boundary of said Parcel A by the following 2 courses, North 3 deg. 59' 29" East 238.52 feet to 'the Northerly terminus of Baid 35th course; thence, South 86 deq. 00' 31" East 12.01 feet to the intersection with the southerly prolongation of the 37th course, being a curve concave Southwesterly having a radius of 654 teet in the deed to the County of Ventura recorded April 13, 1965 as Document No. 27307 in book 2769, page 403 of Official Records (Village Lane), a radial line to .aid intersection bears South 86 deg. 00' 31" East; ~hence along said prolongation to and along the Easterly line of said Village Lane by the following 4 courses, Northerly along a curve concave Southiresterly having a radius of 654 feet through an angle of 36 deg. 04' 48", an arc distance of 411. 83 feet to the Northerly terminus of said 37th course, being the beginning of a reverse curve concave Easterly having a radius of 45 feet; thence, \ Northerly along said reverse curve through an angle of 64 deq. 00' 29" an arc distance of 50.27 feet to the beginning of a reverse curve concave Northwesterly having a radius of 857.29 feet; thence, . 19th: 20th: 21st: Northerly and Northeasterly along said last mentioned reverse curve through an angle of 11 deg. 22' 57" an arc distance of 170.29 feet to the beginning of a reverse curve concave southeasterly having a radius of 758 feet; thence, Northeasterly along said last mentioned reverse curve through an angle of 2 deg. 46' 16" an arc distance of 36.66 feet to the intersection with the Southeasterly prolongation of the Southwesterly line of said Lot 3, Tract No. 1862; thence along said prolongation, North 66 deg. 45' 21" West 84 feet to the Point of aeginning_ EXCEPTING THEREFROM that portion of said land as conveyed to Victor H. Palmieri, as Trustee in Deed recorded August 10, 1966 in book 3028, page 216 of Official Records, lying southwesterly of the Southeasterly prolongation of the first course of the above described Parcel 1. ALSO EXCEPTING a portion of said land described as follows: Commencing at the Westerly terminus of the thirty-third course described in Deed to the State of california, recorded January 9, 1962 in book 2093, page 166 of Official Records, in said office as having a bearing of N. 76 deq. DOt 48tl W., and a length of 61.69 feet; thence, (2) (3) (4) (5) N. 59 deg. 02' 49" W., 275.00 feet to the TRUE POINT OF BEGINNING of this description~ thence, (6) Northwesterly along a tangent curve, concave Northeasterly, having a radius of 300.00 feet, through an angle of 31 deg. 28' 41", an arc distance of 164.82 feet to a point of reverse - curve, a radial line of said reverse curve at said point bears N. 62 deg. 25' 52" E.; thence, Northwesterly along a reverse curve, concave Southwesterly, having a radius of 500.00 feet, through an angle of 14 deg. 56' 33", an arc distance of 130.40 feet; thence, . (1) (7) . Along said Thirty-third course S. 76 deg. DO' 48" E. , 61.69 feet to its Easterly terminus; thence, N. 62 deg. 09' 43" w. , 147.21 feet; thence, N. 55 deg. 11' 07" W. , 400.91 feet: thence, N. 30 deg. 57' 11" E. , 96.00 feet; thence, . (8) N. 42 deg. 301 41" W., 88.27 feet: thence, (9) S. 83 deg. 53' 59" W., 44.00 feet to a non-tangent curve, concave Southwesterly, having a radius of 1054.00 feet; thence, (10) Northwesterly along last mentioned curve, through an angle of 27 deg. 231 54", an arc distance of 504.01 feet to a point of reverse curve, a radial line of .aid reverse curve at said point bears S. 56 deg. 30' 05" W.; thence, (11) Northerly along a reverse curve, concave Easterly, having a radius of 40.00 teet, through an angle of 65 deg. 24' 51", an arc distance of 45.67 feet to the 39th course described in deed to the County of Ventura recorded as Document No. 27307 in book 2769, page 403 of said Official Records; thence, (12) Southerly and Southeasterly along the 39th course and the 38th and 37th courses described in said deed to the County of Ventura to the Easterly terminus of the 36th course described in last mentioned deed; thence, . (13) Along said 36th course S. 88 deg. 43' 25" W., 157.46 feet to its Westerly terminus; thence, (14) S6 27 deg6 12' 24" E., 80641 feet: thence, (15) Easterly, from a t:.angent, which bears N. 58 de9. 341 46" E., along a non-tangent curve, concave Southwesterly having a radius of 40.00 feet, through an angle of 91 de;. 15' 53", an arc distance of 63.72 feet; thence, (16) Southeasterly along- a compound curve Southwesterly, having a radius of 946.00 feet, through an angle of 24 deg. 03' 20", an arc distance of 397.18 feet; thence, (17) N. 83 deg. 21' 12" W., 234.55 feet; thence, (18) N. 63 deg. 05' 57" W., 281.79 feet to the East line of calle Yucca, 80.00 feet wide, as shown on Map entitled "Arroyo Acrestt recorded in book 20, pages 24 through 27 of Records of . Surveys in said Office; thence, Southerly along said East line to the South line of that certain parcel of land described in Deed recorded November 14, 1963 as Document No. 67251 in book 2426, page 564 of said Official Records; thence, (19) . . (20) Easterly along said south line to the Easterly line of the land described in Deed recorded in book 540, page 34 of said Official Records, said Easterly line also being the West line of the East One-Half of the East One-Half of said Section 8; thence, (21) Northerly along said Easterly line to Course No. 5 hereinabove described; thence, (22) Along said Course NO.5, N. 59 deg. 02' 49" W., 51.94 feet to the True Point of Beginning, as condemned to the people of the State of California in that Final Order of Condemnation recorded February 6, 1968 in book 3260, page 156 of Official Records. ALSO EXCEPTING THEREFROM that portion of said land as conveyed to Paul Z. Rose, in Deed recorded December 30, 1980 in book 5803, page 956 of Official Records. . ALSO EXCEPTING THEREFROM an undivided one-half interest in and to all the oil, qas, mineral and other hydrocarbon substances lying or being below a depth of 500 feet from the surface of the real property above described, provided, however, the grantors, their heirs, successors and assigns shall not have the surface right to extract such minerals as reserved by Hartha L. Hunt, in Deed recorded February 26, 1957 as Document No. 8780 in book 1486, page 533 of Official Records, from that portion included within the land conveyed by said Deed. ALSO EXCEPT an undivided one-half interest in all oil, gas, hydrocarbon substances and other minerals of all kinds whether like or unlike hydrocarbon below a depth of 500 feet of the surface of the real property described in Exhibit MA" hereto without, however, the right to enter upon the surface of such real property, as reserved by Janss Development Co., in Deed recorded December 28, 1971 in book 3901, page 354 of Official Records. . ~. \.." 0- ~ r ~ ~ t'. \>.;, . . 13050 05 ~:~~:;(\-':~~:: :\- r r"~:!:r~ Of!' J...I-lW B::lQ .I~ 11 06 87 r;~::T A-.":;~;:;~.~ ~r:TLE If~S r( -~~ AFTER RECORDATION PLEASE RETURN TO Jones Hall Hill & White, A ProfessIonal Law Corporation Four Embarcadero Center, SUite 1950 San FrancIsco. CA 94111 Attention Brian 0 QUInt, Esq 88-012456 Recorded Official Records County of Ventura Richard D. Dean Recorder 8:00am l-Feb-88 Rec Fee Total 13~48 29.00 29.00 Be 13 LEASE TERMINATION AGREEMENT Oated as of November 1, 1987 by and between the CALIFORNIA CITIES FINANCING CORPORATION and the CITY OF THOUSAND OAKS . . . LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT, dated as of November 1, 1987, by and between the CALIFORNIA CITIES FINANCING CORPORATION, a nonprofit public beneflt corporation duly organized and eXisting under and by virtue of the laws of the State of California (the "Corporation"), as lessor. and the CITY OF THOUSAND OAKS, a general law CIty organized and eXisting under and by vIrtue of the laws of the State of California (the "City"), as lessee, WIIN~S.s.EIH WHEREAS. the Corporation and the City are parties to that certain lease agreement, dated as of December 1, 1985. and recorded on January 21, 1986. as document number 86-006401. m the Official Records of Ventura County, Callforma (the "Lease"). of the project. more particularly descnbed In Exhibit A attached hereto and Incorporated herein by thiS reference (the "ProJect"), and the property Situated In the City of Thousand Oaks, County of Ventura, State of Callforma, more particularly descnbed m Exhibit B attached hereto and Incorporated herem by thiS reference (the "Site"), and WHEREAS. the Corporation and the City deSire to prOVide by thiS Lease Termination Agreement for the cancellation and termination of the Lease and surrender of the Project and the SIte by the City to the Corporation. NOW, THEREFORE, m conSideration of the mutual covenants and agreements of the parties herem contained and other valuable conSideration. receipt of which IS hereby acknowledged. the parties hereto agree as follows SECTION 1 Termmatlon of Lease Effective as of the date of recordation of thiS Lease Termination Agreement. the lease and the oblIgatIons of the CorporatIon and the City thereunder. shall be cancelled and termmated and be of no further force or effect SECTION 2 Surrender of PrOject and Site Effecttve as of the date of recordation of thiS lease Termmatlon Agreement. the City surrenders the Project and the Site to the Corporation and hereby qUitclaIms to the Corporation any and all nght. tItle and mterest m and to the Project and the Site SECTION 3 Section Headmgs All section headmgs contamed herein are for convenience of reference only and are not mtended to define or limit the scope of any provISion of thiS Lease Termmatlon Agreement SECTION 4 Execution ThiS Lease Termmatlon Agreement may be executed In any number of counterparts. each of which shall be deemed to be an onglnal but all together shall constItute but one and the same agreement . . . IN WITNESS WHEREOF. the Corporation and the CIty have caused thIs Lease Termlnatron Agreement to be executed by their respective officers thereunto duly authorized. all as of the day and year first above written CALIFORNIA CITIES FINANCING CORPORATION. as Lessee By ~~dent (S E A L) Attest ~~ Secretary CITY OF THOUSAND OAKS, as Lessor By Mayor (5 E A L) Attest City Clerk -2- . . . IN WITNESS WHEREOF, the Curporatlon and the City have caused this lease Termination Agreement to be executed by theIr respective offIcers thereunto duly authorized. all as of the day and year fIrst above written CALIFORNIA CITIES FINANCING CORPORATION, as Lessee By PreSident (8 E A Lj Attest Secretary By (8 E A L) , ~ / Attest ~g/ t/)~ ~ l j' City Clerk - -2- . . . STATE OF CALIFORNIA ss COUNTY OF SA.t~ FRANCISCO On this 9th day of December, In the year 1987. before me. the undersigned. a notary publiC, personally appeared LOWELL SMITH, personally known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the within Instrument as President of the California Cities Flnancmg Corporation. 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 WITNESS my hand and offIcial seal ~- O.~F!CIAL S!;AL . . MAc;lAN WALKER - . NoI:ary PublIC-Ca/IfomIa SAN FFWIC.ISOO COUH1Y ~ Co;ii.." lip ... 80, 1889 ~/~ Notary PublIc In and for said County and State Typed Name MARIAN WALKER My commiSSion expires 9-30-89 . . . STATI- -::;.- r:;ALlFORNIA ss COU NTY OF SA..~ FRANCISCO On this 9th day of December, In the year 1987. before me. the undersIgned a notary public personally appeared DANIEL B HARRISON. personally known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the wlthm Instrument as Secretary of the CalifornIa CIties Fmanclng Corporation. the corporation therein named. and acknowledged to me that such corporation executed the wlthm mstrument pursuant to Its bylaws or a resolution of Its board of directors WITNESS my hand and official seal ~~-~ Notary Public In and for said County and State @ OFFICIAL SEAL ,.... IIWIIAN WALKER I &0 Nawy NlI~a . IN( JIIWICISCO OOUNTY ~ My Camm Elq). SIp SO. 1989 Typed Name MARIA..'iI WALKER My commiSSion expIres 9-30-89 - - . . . State of CalifornIG County of Ventura ) ) SS. ) On thlS /d>d day of December, in the year 1987, before me, the underslgned, a notary public, personally appeared lEE LAXDAl and NANCY A. DILLON, personally known to me (or proved to me on the basis of satisfactory evidencel to be the person who executed the w1thln 1nstrument as the Mayor and Clty Clerk. respect1vely, of the C1ty of Thousand Oaks and acknowledged to me that the City of Thousand Oaks executed 1t. WITNESS my hand and offic1al seal. -~--~-----~-~-~------~~---~~~ ~- I .tl~ ~~a7in a"nd for said County and State I~~.~-- -l-uc?:b~c~~-~:N'l~~N --I ;;t}~-:!~, NOT AR Y PUBLlC-C.AUFOflNIA. \~.. ... PRINCIPAL OFf.ICE IN ~<~ V(NT~RA CC~NTr MY CU: 1"51 ~N DPF ~ ~ N.!. Y 28, 19B8 -_...._-~-----_. - --- ---~------- ~~---~~------------~----~---- Typed Name LUClnda J. Robertson My commission expires: May 28,1988 . . . E)..,-,..t3IT 1~> PROJECT DESCRIPTION Construct'on of a new Community Information Center and leased to tl1e Cor.eJo Valley Ct'lamber of Commerce. The project wi 11 commence on May 1, 1986 and is sChedJled for cowpletlon on January I, 1987. The cost of the proJect is estlma:ed at $400;000. -3- . EXHIBIT B PROPERTY DESCRIPTION Situated In the City of Thousand Oaks, County of Ventura, State of California and descnbed as follows That portion of Section 8, Township 1 North, Range 19 West, J. Edwards Tract No.1, Rancho El Conejo, in the City of Thousand oaks, County of Ventura, state of California, according to the Map recorded in book 1, page 746 of Deeds, described as follows: Beginning at the Southeasterly corner of Lot 3, Tract No. 1862, according to the Hap recorded in book 46, page 73 of Maps; thence along the boundary of said Tract No. 1862 by the following 2 courses, 1st: North 66 deg. 45' 21" West 106.89 feet to an angel point; thence, 2nd: . 3rd: South 63 deq. 28' 21" West 112.89 feet to the Easterly line of Tract No. 1453 according to the Map recorded in book 36, page 11 of Haps; thence along the boundary of said Tract No. 1453 by the following 5 courses, Southeasterly along a curve concave Northeasterly having a radius of 9S8 feet a radial line bears South 63 deg. 28' 27" West through an angle of 10 deg. 27' 51" an arc distance of 175.14 feet- to the Southeasterly corner of .aid Tract No. 1453; thence, 4th: South S2 d.eg. 59' 41" West 84 feet to the most Easterly corner of said Tract No. 1453; thence, 5th: North 69 deg. 49' 40" West 98,,24 feet to an angle point; thence, 6th: North 54 deg. 08' 40" West 13,,50 teet to an angle point; thence, 7th: North 70 deg. 05' 45" West 97.23 feet to an angle point; thence, 8th: South 22 deg. 01' 50" West 111.84 feet to a 3/4 inch iron pipe; thence, 9th: . South 42 deg. 01' 50" West 47.73 feet to a 3/4 inch iron pipe set on the Northeasterly line of Calle Yucca as .hown on the Map of Arroyo Acres (Lynn Ranch) filed in book 20, page 25 of Records of SurveYi thence along the boundary of said Arroyo Acres by the following 2 courses and/or prolongation thereof, . loth: 11th: 12th: 13th: 14th: . 15th: 16th: 17th: 18th: . Southeasterly, Southerly and Southwesterly along a curve concave Westerly having a radius of 440 feet a radial line bears North 66 deg. 39' 47" East through an angle of 42 deg. 581 13" an arc distance of 329.99 feet: thence tangent to said curve, South 19 deg. 38' West 44.76 teet to the Southwesterly line of the land described in Parcel 2 in the Deed to Martha L. Hunt recorded in book 540, page 34 of Official Records: thence along said Southwesterly line being also the so called centerline of Arroyo Salto by the following 3 courses, South 63 deg. 56' East 84.06 feet to an angle point: thence, South 58 deg. 10' East 309.55 feet to an angle point: thence, South 69 deg. 54' East 178.56 feet to 35th course and/or prolongation thereof, recited as "S 3 deg. 59' 29" W 238.52 feet.., in Parcell Parcel A Golf Course North of U.S. Highway 101, in that certain Deed of Trust recorded May 28, 1965 as Document No. 39347, in book 2797, page 189 of Official Records: thence along the boundary of said Parcel A by the following 2 courses, North 3 deg. 59' 29" East 238.52 feet to the Northerly terminus of said 35th course: thence, South 86 deg. 00 I 31" East 12.01 feet to the intersection with the southerly prolonqation of the 37th course, being a curve concave Southwesterly having a radius of 654 teet in the deed to the County of Ventura recorded April 13, 1965 as Document No. 27307 in book 2769, page 403 of Official Records (Village Lane), a radial line to said intersection bears South 86 deg. 00' 31" East; thence along said prolongation to and along the Easterly line of said Village Lane by the following 4 courses, Northerly along a curve concave Southlresterly having a radius of 654 feet through an angle of 36 deg. 04' 48", an arc distance of 411.83 feet to the Northerly terminus of said 37th course, being the beginning of a reverse curve concave Easterly having a radius of 45 feet; thence, ~ Northerly along .aid reverse curve through an angle of 64 deq. 00' 29" an arc distance of 50.27 feet to the beginning of a reverse curve concave Northwesterly having a radius of 857.29 feet; thence, . 19th: 20th: 21st: Northerly and Northeasterly along said last mentioned reverse curve through an angle of 11 deg. 22' 5711 an arc distance of 170.29 feet to the beginning of a reverse curve concave Southeasterly having a radius of 758 feet; thence, Northeasterly along said last mentioned reverse curve through an angle of 2 oeg. 46' 1611 an arc distance of 36.66 feet to the intersection with the Southeasterly prolongation of the Southwesterly line of said Lot 3, Tract No. 1862; thence along said prOlongation, North 66 de9. 451 21" West 84 feet to the point of Beginning. EXCEPTING THEREFROM that portion of said land as conveyed to Victor H. Palmieri, as Trustee in Deed recorded August 10, 1966 in book 3028, page 216 of Official Records, lying southwesterly of the Southeasterly prolongation of the first course of the above described Parcell. ALSO EXCEPTING a portion of said land described as follows: Commencing at the Westerly terminus of ~e thirty-third course described in Deed to the state of California, recorded January 9, 1962 in book 2093, page 166 of Official Records, in said office as having a bearing of N. 76 deg. 00' 48" W., and a length of 61.69 feet; thence, . . (1) Along said Thirty-third course S. 76 cleg. 00' 48" E., 61.69 feet to its Easterly terminus; thence, (2) N. 62 deg. 091 43" W., 147.21 feet; thence, (3) N. 5S aeg. 11' 07" W., 400.91 feet: thence, (4) N. 30 deg. 57' 11" E., 96.00 feet; thence, (5) N. 59 deg. 021 491t W., 275.00 feet to the TRUE POINT OF BEGINNING of this description; thence, (6) Northwesterly along a tangent curve, concave Northeasterly, having a radius of 300.00 feet, through an angle of 31 deg. 28' 41", an arc distance of 164.82 feet to a point of reverse - curve, a radial line of said reverse curve at said point bears N. 62 cleg. 25' 52 It E.; thence, Northwesterly along a reverse curve, concave Southwesterly, having a radius of 500.00 feet, through an angle of 14 deq. 56' 33", an arc distance of 130.40 feet; thence, (7) . . (8) N. 42 deg. 30' 41" W., 88.27 feet: thence, (9) S. 83 deg. 531 59" W., 44.00 feet to a non-tangent curve, concave Southwesterly, having a radius of 1054.00 feet; thence, (12) (10) Northwesterly along last mentioned curve, through an angle of 27 deg. 23' 5411, an arc distance of 504.01 feet to a point of reverse curve, a radial line of said reverse curve at said point bears S. 56 deg. 30' 05" W.: thence, (11) Northerly along a reverse curve, concave Easterly, baving a radius of 40.00 feet, through an angle of 65 deg. 24' 51", an arc distance of 45.67 feet to the 39th course described in deed to the County of Ventura recorded as Document No. 27307 in book 2769, page 403 of said Official Records; thence, Southerly and Southeasterly along the 39th course and the 38th and 37th courses described in said deed to the County of Ventura to the Easterly terminus of the 36th course described in last mentioned deed; thence, . Along said 36th course S. 88 deg. 43f 25" W., 157.46 feet to its Westerly terminus; thence, (14) S. 27 deg. 1~f 2411 E., 80.41 feet: thence, (13) (15) Easterly, from a tangent, which bears N. 58 deg. 341 46" E., along a non-tangent curve, concave Southwesterly having a radius of 40.00 feet, through an angle of 91 deg. 15' 53", an arc distance of 63.72 feet; thence, (16) Southeasterly along a compound curve Southwesterly, having a radius of 946.00 feet, through an angle of 24 deg. 031 20", an arc distance of 397.18 feet; thence, (17) N. 83 deg. 21' 12" W., 234.55 feet; thence, (18) N. 63 deg. 05' 57" W., 281.79 feet to the East line of Calle Yucca, 80.00 feet wide, as shown on Map entitled "Arroyo Acres" recorded in book 20, pages 24 through 27 of Records of _ Surveys in said Office; thence, Southerly along said East line to the South line of that certain parcel of land described in Deed recorded November 14, 1963 as Document No. 67251 in book 2426, page 564 of said Official Records; thence, (19) . . (20) Easterly along said South line to the Easterly line of the land described in Deed recorded in book 540, page 34 of said Official Records, said Easterly line also being the West line of the East One-Half of the East One-Half of said Section 8: thence, (21) Northerly along said Easterly line to Course No. 5 hereinabove described; thence, (22) Along said Course No.5, N. 59 deg. 02' 49" W., 51.94 feet to the True Point of Beginning, as condemned to the people of the state of California in that Final Order of Condemnation recorded February 6, 1968 in book 3260, page 156 of Official Records. ALSO EXCEPTING THEREFROM that portion of said land as conveyed to Paul Z. Rose, in Deed recorded December 30, 1980 in book 5803, page 956 of Official Records. . ALSO EXCEPTING THEREFROM an undivided one-half interest in and to all the oil, gas, mineral and other hydrocarbon substances lying or being below a depth of 500 feet from the surface of the real property above described, provided, however, the grantors, their heirs, successors and assigns shall not have the surface right to extract such minerals as reserved by Martha L. Hunt, in Deed recorded February 26, 1957 as Document No. 8780 in book 1486, page 533 of Official Records, from that portion included within the land conveyed by said Deed. ALSO EXCEPT an undivided one-half interest in all oil, gas, hydrocarbon substances and other minerals of all kinds whether like or unlike hydrocarbon below a depth of 500 feet of the surface of the real property described in Exhibit "An hereto without, however, the right to enter upon the surface of such real property, as reserved by Janss Develop1ll.ent Co., in Deed recorded December 28, 1971 in book 3901, page 354 of Official Records. . ~~,--~ --10 '- .r~l -... ~ ---.. F r_p,,, r:- . ~ r- lJ~5;)05...-..--\..r~--....:...J!t-, 'I:.,-~~0::.."f.:f '""~ JHH'I'I BOO kla 1105117 \. AFTER RECOr'OATION PLC::A3E RETURN TO "<. f.t- ;". ;-,:' - 1 (~C l..'": ~~i2 r~: "~;.' ~. ~ 1..>'2, I:' -~ . . Jones Hall HIli & White, A Professional Law Corporation Four Embarcadero Center. SUlte 1950 San FrancIsco, CA 94111 AttentIon Bnan D QUint, Esq a8-012457 Recorded Official Records County of Ventura Richard D. Dean Recorder 8:00am I-Feb-88 Z3C oS Ree Fee Total 23.00 23.00 BB 10 SITE LEASE Dated as of December 1, 1985 Amended and Restated as of November 1. 1987 by and between the CITY OF THOUSAND OAKS and the CALIFORNIA CITIES FINANCING CORPORATION . . . SITE LEASE THIS SITE LEASE, dated as of December 1, 1985, amended and restated as of November 1, 1987. by and between the CITY OF THOUSAND OAKS. a general law City organized and eXisting under and by virtue of the laws of the State of California (the "CIty"). as lessor, and the CALIFORNIA CITIES FINANCING CORPORATION, a nonprofIt public benefit corporation duly orgamzed and eXisting under and by virtue of the laws of the State of CalifornIa (the "Corporation"). as lessee, WIINESSEIH WHEREAS. the Corporation mtends to assIst the City by financing and constructing for the City a library storage facIlity located on land currently leased by teh City from the Thousand Oaks CIVIC Center Authonty, and to lease the library storage facIlity (the "ProJect") to the CIty pursuant to a Lease Agreement. dated as of December 1, 1985. as amended as of October 1, 1986, as amended and restated as of November 1, 1987 (the "Lease Agreement"), and the City proposes to enter Into thiS Site Lease with the CorporatIOn as a matenal conSideration for the Corporation's agreement to lease the PrOject to the City. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows SECTION 1 SIte Lease The City hereby leases to the CorporatIon and the Corporation hereby hires from the City, on the terms and conditions herem after set forth. the real property situated In the City of Thousand Oaks, State of California, and descnbed In Exhibit A attached hereto and made a part hereof (the "Site") SECTION 2 Term The term of thiS SIte Lease shall commence on the date of recordation of thiS Site Lease In the Office of the County Recorder of the County of Ventura, State of California. and shall end on December 1, 2005. unless such term IS extended or sooner termmated as heremafter provided If on December 1. 2005 the aggregate amount of Lease Payments payable under the Lease Agreement shall not have been pard, or provISion shall not have been made tor their payment. then the term at thiS Site Lease shall be extended until such Lease Payments shall be fully paId or prOVIsion made for such payment If pnor to December 1, 2005, all Lease Payments shall be fully paid or prOVIsion made for such payment, the term of thiS SIte Lease shall end ten (10) days thereafter SECTION 3 Rental The City acknowledges receIpt from the Corporation as and for rental hereunder the sum of One Dollar ($1 00). on or before the date of delivery of thiS agreement SECTION 4 Purpose The Corporation shall use the SIte solely for the purpose of constructmg the Project thereon and leasmg the Site and the Project to the CIty pursuant to the Lease Agreement and for such purposes as may be InCidental thereto, prOVided. that In the event of default by the City under the Lease Agreement the Corporation and ItS aSSigns may exerCise the remedies proVided In the Lease Agreement . . . SECTION 5 Leasehoh;:1 Owner The CII}! ...ovenants that It IS the leasehold owner of the Site SECTION 6 Asslanments and Subleases Unless the City shall be In default under the Lease Agreement, the Corporation may not assIgn Its nghts under this Site Lease or sublet the Site, except as provided In the Lease Agreement, wIthout the wntten consent of the City SECTION 7 Right of Entry The City reserves the right for any of Its duly authonzed representatives to enter upon the Site at any reasonable time to Inspect the same or to make any repairs, Improvements or changes necessary tor the preservation thereof SECTION 8 Termmatlon The Corporation agrees, upon the termination of this Site Lease, to qUit and surrender the Site In the same good order and condition as the same were In at the time of commencement of the term hereunder. reasonable wear and tear excepted, and agrees that any permanent Improvements and structures eXisting upon the Site at the time of the termination of thIs SIte Lease shall remain thereon and title thereto shall vest In the CIty SECTION 9 Default In the event the Corporation shall be m default In the performance of any obligation on Its part to be performed under the terms of thIs Site Lease. which default contmues for thirty (30) days follOWing notice and demand for correction thereof to the Corporation, the City may exercIse any and all remedies granted by law. except that no merger ot thIs Site Lease and of the Lease Agreement shall be deemed to occur as a result thereof. prOVided. however. that so long as any of said certificates of partiCIpatIon are outstandmg and unpaid In accordance with the terms thereof. the Lease Payments assigned by the Corporation to the trustee under the Trust Agreement. dated as of December 1, 1985, by and among the City. the Corporation. the CIties of Delano. FontaMand Santa MOnica. and First Interstate Bank of California. as trustee thereunder (the "Trust Agreement") shall contmue to be paid to said trustee SECTION 10 QUiet Enjoyment The Corporation at all times dunng the term of thIs Site Lease shall peaceably and qUietly have. hold and enJoy all of the Site. subject to the prOVIsions of the Lease Agreement and the Trust Agreement SECTION 11 Waiver of Personal Liability All liabilities under thiS Site Lease on the part of the Corporation are solely liabilities of the CorporatIOn, and the City hereby releases each and every, member, director and officer ot the Corporation of and from any personal or mdlvldual liability under thiS Site Lease No member. dIrector or officer of the Corporation shall at any time or under any circumstances be indIVIdually or personally liable under thIS SIte Lease for anythmg done or omItted to be done by the CorporatIon hereunder SECTION 12 Taxes The City covenants and agrees to pay any and all assessments of any kmd or character and also all taxes, including possessory Interest taxes. leVied or assessed upon the Site (including both land and Improvements) SECTION 13 Eminent Domain In the event the whole or any part of the Site or the Improvements thereon IS taken by eminent domain proceedmgs. the mterest of the -2- . . . Corporation shall be recognized and IS hereby determmed to be U1e amount of the then unpaid certificates of participation delIvered to fmance the construction of the ProJect. Includmg the unpaid pnnclpal and Interest with respect to any then outstanding such certificates and the balance of the award, If any. shall be paid to the City SECTION 14 Partial Invalidity If anyone or more of the terms, provISions, covenants or condItions of this Site Lease shall to any extent be declared Invalid. unenforceable. vOid or vOidable for any reason whatsoever by a court of competent JUriSdiction, the flndmg or order or decree of which becomes fmal. none of the remammg terms, proVisions. covenants and conditions of thiS Site Lease shall be affected thereby. and each provISion of thiS Site Lease shall be valid and enforceable to the fullest extent permItted by law SECTION 15 NotIces All notIces, statements, demands, consents. approvals. authOrizations, offers. deSignations, requests or other commUnications hereunder by either party to the other shall be In wntlng and shall be suffiCiently given and served upon the other party If delivered personally or If mailed by UnIted States registered mall. return receipt requested. postage prepaid, and, If to the City, addressed to the City In care of the Finance Director. City of Thousand Oaks. 401 West Hillcrest Drrve. Thousand Oaks, California 91360, or If to the Corporation, addressed to the CorporatlOn m care of the Secretary, Cahtornla Cities Fmanclng Corporation. 1400 K Street. SUite 400, Sacramento, CalifornIa 95814. or to such other addresses as the respective parties may from time to time deSignate by notice m wrrtmg SECTION 16 Section Headmas All section headings contained herein are for convemence of reference only and are not Intended to define or limit the scope of any prOVISion of thiS SIte Lease SECTION 17 Execution ThiS Site Lease may be executed 10 any number ot counterparts. each of which shall be deemed to be an Original but all together shall constitute but one and the same lease -3- . . . IN WITNESS WHEREOF. the CIty and the Corporation have caused thIs SIlL ~t.ase to be executed by their respective officers thereunto duly authorlzed. all as of the day and year first above written CITY OF THOU SAN D OAKS, as Lessor By (8 E A L) ,~~ Attest - ~4~ t ~ ~;ty Clerk .. , ("' . ., ' CALIFORNIA CITIES FINANCING CORPORATION. as Lessee By President (8 E A L) Attest Secretary .4- . . . IN WITNE:.: '. ',;-lEREOF, the City and the Corporation have caused this Site Lease to be executed by their respective officers thereunto duly authorized. all as of the day and year first above wntten CITY OF THOUSAND OAKS, as Lessor By Mayor (S E A L) Attest City Clerk CALIFORNIA CITIES FINANCING CORPORATION. as Lessee (5 E A L) Attest ~~ Secretary -4- . . . State of CalifornIa County of Ventura ) ) SS. ) On thlS /t,d day of December, in the year 1987, before me, the underslgned, a notary public, personally appeared LEE LAXDAL .and NANCY A. DILLON, personally known to me (or proved to me on the basls of satlsfactory evidence) to be the person who executed the with,n instrument as the Mayor and City Clerk, respectively, of the Clty of Thousand Oaks and acknowledged to me that the City of Thousand Oaks executed it. WITNESS my hand and official seal. ------- ~ - - ~ - - - OFFiCiAL ~SEAL {~,~~~ LUCINO~ J R08ERTSO- ~~~: ,;~;,~~: NOT....;:IV PUBLlC.CAL.IFORNIA '."{:; .;ii... PRINCIPAL. OfFICE IN '~~.. VENTU.A CGU~lY ~y CO .'5ION Exr~; ~ . ~J 28.1988 ~.fi~d County and State -" Typed Name LUc~nda J. Robertson My commission expires: May 28,1988 . . . STATE OF CALIFORNIA 5S COUNTY OF SAL\" FRANCISCO On this 9th day of December. In the year 1987. before me, the undersigned. a notary public, personally appeared LOWELL SMITH, personalty known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the wIthin Instrument as President of the California CIties Financing Corporation, 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 WITNESS my hand and official seal @ OFFICIAL SEAL ." MAR1AN WALKER .. Notary "_~~I. SAN FRANCISCO OOiJHTY 6< My Comrn Exp SlIp SO, 1989 ~~p~. - Notary Public In and for saId County and State Typed Name HARIA.."l" WALKER My commiSSion expires 9-30-89 . . . STA I t: OF CALIFORNIA ss COUNTY OF SAN FRANCISCO On this 9th day of December, In the year 1987. before me, the underSIgned. a notary public. personally appeared DANIEL B HARRISON. personally known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the wlthm Instrument as Secretary of the California CIties Flnancmg Corporation, the corporation therem named. and acknowledged to me that such corporatton executed the wlthm Instrument pursuant to Its bylaws or a resolutIOn of Its board of directors WITNESS my hand and offIcial seal hft.. ' O~FIClAL SEAl. I MARIAN WAU<ER ~ e- Norary PllbIlo-OIiii;",n/I . SAN fRANCISCo COUNTY .' ~ ~ - "'v Q)mn &p SlIp. so. 1989 - - - - --------- - - - - - - ~~/ Notary Public In and for saId County and Stale Typed Name HARlAN WALKER My commiSSion expires 9-30-89 . . . ,Jj--.,"'1 v't DJ......: '- B GFB3335 EXHIBIT A PROPERTY DESCRIPTION Situated In the City of Thousand Oaks, County of Ventura, State of California, and descnbed as follows PARCELl Parcel A In the City of Thousand Oaks, as per map filed In Book 31. pages 99 through 101, inclUSive of Parcel Maps. In the office of the County Recorder of said County EXCEPT an undivided one-half Interest In and to all 011. gas. petroleum and other minerai or hydrocarbon substances In and under that portion at said land lYing below a depth of 500 feet perpendicular to each pOint on any surface ot saId land Without the fight to enter or otherWise use the surtace of said land or the subsurface thereof to said depth of 500 teet. but reserving the fight to dnll Into and through that portIon of the subsurface of said land Iymg below said depth of 500 feet for the purpose of explonng, prospecting. extracting and removing any and all of the above-mentioned substances from a surface location on lands other than the land herem descnbed, as reserved In the deed from Gene Lang Congdon and Jacquelyn Lang MacDonald, as co-executrices of the Will of Michael Bernard Lang, also known as Michael B Lang, M B Lang. M Lang and Mike Lang. deceased, recorded June 12. 1967. as Document No 24950, In Book 3154. page 294 of OffiCial Records. and as reserved In the deed from Jacquelyn Lang MacDonald and Gene Lang Congdon. recorded.June 12, 1967. as Document No 24951. In Book 3154, Page 302 of OffiCial Records PARCEL II A non-exclusive easement for Ingress and egress and mCldental purposes over Parcel B, m the City of Thousand Oaks, as per map filed In Book 31, pages 99 through 101, inclUSive ot Parcel Maps. In the office of the County Recorder at said County " ......... ~ R. \f " ~:) \....... .:n . . RE(.OI1)EL) fC' R~C: ';:~T c: 13C~:: ;:::5 .Ji-'4'N 2DO ~I~ 11 05.8~ .~ r-. ......_ FI-"'U :. '~--;. ,. - RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO S8-0124:58 Jones Hall HIli & White. A ProfessIonal Law CorporatIOn Four Embarcadero Center, SUite 1950 San FrancIsco, Cahfornla 94111 Attention Brian D QUint. Esq Recorded OffIcIal Records County of Ventura Richard D. Dean Recorder 8:00am I-Feb-88 Z3036 Rec Fee 91,00 Total 91.vv BB 44 LEASE AGREEMENT Dated as of December 1, 1985 Amended as of October 1, 1986 Amended and Restated as ot November 1, 1987 by and between CALIFORNIA CITIES FINANCING CORPORATION and the CITY OF THOUSAND OAKS, CALIFORNIA CALIFORNIA CITIES FINANCING CORPORATION POOLED FINANCING, 1985 SERIES E . . . LEASE AGhcEMENT THIS LEASE AGREEMENT, dated as of the Dated Date, as amended as of October 1, 1986, as amended and restated as of November 1, 1987, by and between the CALIFORNIA CITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and eXisting under the laws of the State of California, as lessor (the "Corporatlon"), and the CITY OF THOUSAND OAKS, a Political SubdivISIon. duly organized and eXisting under the laws of the State of Callforma (the "Lessee"), WITNESSETH WHEREAS. the Lessee wIshes to acqUire that certain property described In Exhibit C hereto (the "ProJect") and the Lessee IS authonzed pursuant to the laws of the State of California to enter Into leasehold agreements for such purposes, and WHEREAS, the Governing Body ot the lessee has determined that, In order to accomplish such purposes, It IS necessary and deSirable to acqUire the ProJect by leaSing the same pursuant to thiS Lease Agreement, and WHEREAS. the Corporation will cause to be deposited With the Trustee funds for the acquIsition of the Project to be leased pursuant to thiS Lease Agreement. 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 . . . DEFINITIONS AND EXHIBITS Section 1 1 Definitions Unless the context otherwise requires. capitalized terms used herem and In the Lease Terms and Conditions. have the meanmgs specified In Exhibit A All terms not defmed herein shall have the meamngs ascnbed to them In the Trust Agreement Section 1 2 Exhll:;lIts The following Exhibits are attached to, and by reference made a part of, thiS Agreement ExhIbit A DefinItions ExhibIt 8 Schedule of Lease Payments to be paid by the Lessee to the Trustee. as assignee of the Corporation, showmg the Due Date and amount of each lease Payment Exhibit C Description of the Project Exhibit D Lease Terms and Conditions Exhibit E Addresses for Notices Exhibit F Contracts Assigned to Corporation Exhibit G Descnptlon of PrevIously Acquired Portion of ProJect Exhibit H Descnptlon of Site SectIOn 1 3 Agrliement to Lease The Corporation hereby agrees to lease the ProJect to the Lessee and the Lessee hereby agrees to lease the PrOject from the Corporation Sect/on 1 4 Lease Payments As rental for the ProJect. the Lessee agrees to pay to the Corporation or ItS assigns. on the Due Dates. the Lease Payments In the amounts shown on Exhibit 8 SectIOn 1 5 Term of Agreement The Term of thIS lease Agreement shall commence as of the Dated Date and shaH end on the Termmatlon Date. unless on such date any Certificates of PartICipation remain outstanding. 10 which case thiS Lease Agreement shall remain In full force and effect while any Certificates of PartiCipation are outstanding or unless termmated pnor thereto In accordance WIth Section 402 of the Lease Terms and Conditions Sect/on 1 6 Term$ and CondItIOns The parties hereto agree that thiS Lease Agreement IS expressly subJect to the prOVISions of the lease Terms and Conditions attached hereto as Exhibit 0, the prOVISions of which are herem Incorporated as though fully set forth herem -2- . . . IN WITNESS WHEREOF. the Corporation has caused this Lease Agl~L_nent to be executed In Its corporate name by Its duly Authorized OffIcer, and the Lessee has caused this Lease Agreement to be executed and attested In Its name by Its duly Authorl?Bd Officers and sealed with Its corporate seal. as of the Dated Date CALIFORNIA CITIES CORPORATION FINANCING (5 E A L) Attest ~U~ Secretary By ~L/L c/~ / " PreSident CITY OF THOUSAN 0 OAKS (S E A L) Attest By CIty Clerk Mayor -3- . . . IN WITNt:SS WHEREOF. the Corporation has caused this Lease Agreement to be executed In Its corporate name by Its duly Authorized Officer. and the Lessee has caused thIs Lease Agreement to be executed and attested In Its name by Its duly Authorized Officers and sealed with Its corporate seal, as of the Dated Date CALIFORNIA CITIES CORPORATION FINANCING (S E A L) Attest By Secretary PreSident CITY OF THOUSAN D OAKS (S E A L) Atle~cJJ ~/ku l (J. City Clerk By -3- . . . STATE OF CALIFORNIA ) ) ss COUNTY OF SAN FRANCISCO ) On this 9th day of December, In the year 1987, betore me, the undersigned, a notary publiC, personally appeared LOWELL SMITH, personally known to me (or proved to me on the basIs of satisfactory eVIdence) to be the person who executed the within Instrument as PreSident of the Cahfornla Cities Financing CorporatIon. the corporation therem named, and acknowledged to me that such corporation executed the within Instrument pursuant to Its bylaws or a resolution of ItS board of directors WITNESS my hand and official seal ~-- f@)'... - OFF/CI~ SEAL r MARIAN WALKER , \ If;. Notary f'Wlc.OIIffCllTlla - .' SM FAANcIsco COUNTY -:, 'i:~ . My Q:mn Elcp ~ 30, 1989 ~_/4?~ Notary Public In and for said County and State Typed Name MARIAI"~ '~ALKER My commiSSion expires 9-30-89 . . . STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO ss On this 9th day of December. In the year 1987. before me, the underSigned. a notary public. personally appeared DANIEL B HARRISON, personally known to me (or proved to me on the basIs of satisfactory eVidence) to be the person who executed the within Instrument as Secretary of the California Cities Financing Corporation. the corporation therein named, and acknowledged to me that such corporation executed the wlthm Instrument pursuant to Its bylaws or a resolution of Its board of directors WITNESS my hand and offIcIal seal OFFICIAL SEAL MARIAN WALKER Notary PWIIlc-Callforl'la IAN fIWlCiil: -.~ COUNTY Mv CrIlnm flip. lip 80, 1989 ~~. Notary Public In and for said County and State " Typed Name MARIN\' WALKER My commiSSion expires 9-30-89 . . . State of CalifornIa County of Ventura SS. On th1S /tM day of December, in the year 1987, before me, the undersigned, a notary public, personally appeared LEE LAXDAL and NANCY A. DILLON, personally known to me (or proved to me on the basis of sat1sfactory evidence) to be the person who executed the with1n instrument as the Mayor and C1ty Clerk, respectively, of the C1ty of Thousand Oaks and acknowledged to me that the City of Thousand Oaks executed it. WITNESS my hand and official seal. - ~ - - - . . - . .... - -.........-- f'""': - - - - - - 6. "e'", sm I ,:~' '." lUCIND~ j ROBEillS0N r;- ~' .' -. -I:~O~~~Y PUBLlC-~~:~OR~IA \: ~-;') PRINCIPAL OFFICE IN ~. ~ENTURA COUNiY _ ~v_ c~I~"_m_!=O:N. ~~:l~:~ :r..~~ .2.8:, ~~:B:- ~:<~ Nutary Publ1aVin and for said County and State Typed Name LUClnda J. Robertson My commission expires: Hay 28, 1988 . . . . EXHIBIT A DEFINITIONS - CITY OF THOUSAND OAKS "ACOUlSltlon Costs" means, with respect to the ProJect. the contract pnce paid or to be paid to the Contractors therefor upon acqUlsltlon, construction, installation or delivery of any portion of the Project and related eqUipment. If any. In accordance with the purchase order or contract therefor AcquIsition Costs Include the costs ot site preparation necessary for the installation of the ProJect, as well as the administrative, englneenng, legal. fmanclal, title Insurance and other costs Incurred by the lessee. the CorporatIon and the Contractors In connectIon WIth the acqUisItIon. constructIon, delivery and installation by the Corporation of the Project "AcqUisitIon Date" means June 1, 1988 "Bu~lness Day" means any day of the year other than a Saturday, a Sunday. a day on which the New York Stock Exchange IS closed or any day on which the Trustee is not open for business "Code" means the Internal Revenue Code of 1954 as amended Any citation to a provIsIon of the Code shall be deemed to mclude the applIcable regulatIons of the United States Department of the Treasury promulgated With respect to such proVIsion "Corporation Reoresentatlve" means the President of the CorporatIon or his designee, or any other person authOrized to act on behalf of the Corporation With respect to the Lease Agreement "CertIficate of Comoletlon" means a certificate of the Lessee Representative certifying that all eqUipment and other personal property constttutmg a portion of the Project has been acqUired, Installed and accepted by the Lessee. and that all AcqUlsrtlon Costs have been pard "Certificates of Participation" or "Certificates" means the Certificates of PartIcIpatIon to be executed and delivered pursuant to the Trust Agreement and whIch eVidence a nght to receive a proportionate share of Lease Payments and proceeds received on account of the Lease Agreements "ClOSing Date" means the date when the Certificates of Participation, duly executed by the Trustee. are del1vered to the anginal purchaser thereof "Contractors" means the contractors or vendors from whom the Corporation or the Lessee on behalf of the Corporation has ordered or caused to be ordered or With whom the Corporation or the Lessee on behalf of the CorporatIon has contracted or caused to be contracted for the acqUisItIOn. constructIOn and installation of the Project "Corporation" means the California CitIes Fmanclng Corporation. a nonprofit public benefit corporatton duly organized and eXisting under the laws of the State of California Exhibit A Page 1 . . . "Dated Date" means Decemul". 1, 1985 "DUf;l Dates" means May 15 and November 15, commenCing May 15, 1986 "Federal Secuntle~" means direct obligations of (mcludlng obligations Issued or held In book entry form on the books of the Department of the Treasury ot the United States), or obligations the prinCipal of and mterest on which are unconditionally guaranteed by the Umted States of America "Governmg Body" means the CIty CouncIl of the Lessee "Indepf;lndent Coun~el" means an attorney duly admitted to the practice of law before the highest court of the State of California and who IS not an employee of the Corporation. the Trustee or the Lessee "Insurance Consultant" means any person or fIrm knowledgable With respect to Insurance carned by. reqUired for and available to PolItical SubdivIsions "Insurance and CondemnatIon Fund" means the fund by that name established and held by the Trustee pursuant to Section 4 6 of the Trust Agreement "Insurance PoliCY" or "Policy" means Fmanclal Guaranty Bond No 99-0110- 00022-86 Issued by the Insurer guaranteemg the payment of pnnclpal and mterest when Due tor Payment (as defmed m the Policy) With respect to the Certificates "Insurer" means United States Fidelity & Guaranty Company. and Its successors and assigns "Lease Agreement" or "Agreement" means this Lease Agreement, and any duly authOrized and executed amendment hereto "Lease Aareements" means the several Lease Agreements. each dated as of the Dated Date, between the CorporatIOn and the CItIes of Delano. Fontana. Santa Monica and Thousand Oaks, respectively "Lease Payment" means any payment due from the Lessee to the Corporation under Section 1 4 of the Lease Agreement and Section 403 of the Lease Terms and Conditions "Lease Terms and Conditions" means those certain Lease Terms and ConditIOns attached to the Lease Agreement as Exhibit 0 "Lessee" means the City of Thousand Oaks. California. a general law City, duly organized and eXlstmg under the laws of the State of California "Lessee Representative" means the Mayor, City Manager or Finance Director, or an assIstant deSIgnated by the GovernIng Body of the Lessee to act on behalf of the Lessee under or WIth respect to the Lease Agreement Exhibit A Page 2 . . . "Lessee's AcaulSltlon Accounf' means the AcquISition Account established and held by the Trustee for the Lessee pursuant to Section 2 5 of the Trust Agreement "Lessee'~ Lease Payment Account" means the Lease Payment Account established and held by the Trustee for the Lessee pursuant to Section 2 7 of the Trust Agreement "Lessee's Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 2 1 0 of the Trust Agreement "Net Proceeds" means any property or casualty Insurance proceeds paId wIth respect to the ProJect remaining after payment therefrom of all expenses Incurred In the collection thereof "Owner" or "Certificate Owner" or "Owner of a Certltlcate," or any Similar term, when used with respect to the Certificates, means the registered owner of any Certificate "Payment Dates" means June 1 and December 1, commencing June 1. 1986 "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 Lessee may. pursuant to provIsIons of Article V hereof, permit to remain unpaid. (II) the Lease Agreement. and (III) the Trust Agreement "Political SubdIvIsion" means a public agency deemed to be a "politIcal subdiVISion" of the State of California. as that term IS used In Section 103 of the Code "Principal Amount" means the total unpaId pnnclpal portIon of the Lease Payments due under the Lease Agreement "Prolect" means that certain project to be constructed from the proceeds of the Certificates depOSited in the Lessee's AcqUISition Account. as shown on Exhibit C, Includmg the SIte "Reserve Fund" means the fund by that name established and held by the Trustee pursuant to Section 2 1 0 of the Trust Agreement "Site" means that certain site upon which the Project IS to be constructed, as shown on Exhibit H "Term of the Agreement" or "Term" means the time dUring which the Lease Agreement IS In effect. as provided for In Section 1 5 of the Lease Agreement "Termination Date" means December 1, 2005 "Trust Agreement" means the Trust Agreement. dated as of the Dated Date. by and among the Trustee, the Lessees and the Corporation, and any duly authortzed and executed amendment thereto ExhibIt A Page 3 "Trustee" means First Interstate Bank of California, as truste\;;, ~ ,Jpomted under . the terms of the Trust Agreement . . Exhibit A Page 4 EXHIBIT B . CITY OF THOUSAND OAKS SCHEDULE OF LEASE PAYMENTS Principal Total Due Date Comoonent Interest Lease Pavment ComDonent May 15. 1986 522.037 50 November 15. 1986 522,037 50 22,03750 May 15. 1987 22,037 50 22,03750 November 15, 1987 515,000 22,037 50 37,037 50 May 15. 1988 22,03750 21,56875 November 15, 1988 15,000 21.568.75 36.568 75 May 15, 1989 21,568.75 21.081 25 November 15, 1989 15.000 21,081 25 36.081 25 May 15, 1990 21,081 25 20.575 00 November 15. 1 990 15.000 20,575 00 35.575 00 May 15. 1991 20,575 00 20.05000 November 15, 1991 15.000 20.050 00 35,050 00 May 15. 1992 20,050 00 19,506 25 November 15, 1 992 20,000 19,506 25 39.506 25 May 15. 1993 19.506 25 18.75625 November 15, 1993 20,000 18,756 25 38,756 25 . May 15. 1994 18,75625 17.981 25 November 15, 1994 20.000 17,981 25 37,981 25 May 15, 1995 17,981 25 17,181 25 November 15, 1995 25,000 17,181 25 42.181 25 May 15, 1996 17 . 1 81 25 16,15625 November 15. 1996 25.000 16.15625 41 , 156 25 May 15. 1997 16.156 25 15,10625 November 15. 1997 25.000 15.10625 40,10625 May 15. 1998 15.106 25 14.043 75 November 15. 1998 30,000 14.04375 44.04375 May 15. 1999 14.043 75 12,75375 November 15, 1999 30.000 12.753 75 42.75375 May 15. 2000 12,75375 11.448 75 November 15, 2000 35.000 11 ,448 75 46.448 75 May 15. 2001 11 ,448 75 9,917 50 November 15, 2001 35.000 9,917 50 44,91750 May 15, 2002 9,91750 8,386 25 November 15. 2002 40,000 8,386 25 48.386 25 May 15. 2003 8.38625 6.626 25 November 15, 2003 45.000 6.62625 51,62625 May 15, 2004 6.62625 4,64625 November 15, 2004 50.000 4,64625 54.646 25 May 15.2005 4,646 25 2,433 75 November 15, 2005 55.000 2,433 75 57,433 75 2.433 75 . Exhibit B Page 1 . . . EXHIBIT C DESCRIPTION OF PROJECT Construction of a new 3,500 square foot library storage facIlity adjacent to the City'S main library wIth compact shelvmg Units provldmg storage for the eqUIvalent of 65,000 to 70,000 books Exhibit C Page 1 . . . , 3050 85 JHHW 900 kla l' '05 87 Z3037 EXHIBIT 0 LEASE TERMS AND CONDITIONS Exhibit D Page 1 .. . 23037 Toe TABLE OF CONTENTS Page ARTJCLE J DEFINITIONS ARTICLE II REPRESENT A TIONS. COVENANTS AND WARRANTIES Section 201 Representations, Covenants and Warranties of the Lessee 3 Section 202 Representations, Covenants and Warranties of the Corporation 3 ARTICLE III . DEPOSIT OF MONIES, ACQUISITION OF THE PROJECT Section 301 DepOSIt of Monies 5 Section 302 AcqUISItion of the Project 5 Section 303 Payment of AcqUISitIOn Costs 6 ARTICLE IV AGREEMENT TO LEASE. TERMINATION OF LEASE AGREEMENT. LEASE PAYMENTS, TITLE TO THE PROJECT Section 401 Agreement to Lease 7 Section 402 Termmatlon of Lease Agreement 7 Section 403 Lease Payments 7 Section 404 Possession and Enjoyment 8 Section 405 TItle to the ProJect 8 Section 406 Secunty DepOSIt 9 Section 407 Abatement of Rental In the Event of Failure to Have Use and Possession of the Project 9 . . . . ARTICLE V MAINTENANCE, TAXES, INSURANCE, AND OTHER MATTERS Section 501 Maintenance and Taxes SectIon 502 Modification of ProJect SectIon 503 Public Llablhty and Property Damage Insurance Section 504 Fire and Extended Coverage Insurance Section 505 Rental Interruption Insurance Section 506 Insurance Net Proceeds, Form of Policies SectIon 507 Advances Section 508 Liens Section 509 Emment Domain Section 510 Application of Net Proceeds Section 511 Title Insurance Section 512 Agreement to Pay Trustee's Fees ARTICLE VI DISCLAIMER OF WARRANTIES, ACCESS SectIon 601 Disclaimer of Warranties SectIon 602 Lessee's RIght to Enforce Warranties. .... . .. Section 603 CorporatIon and Insurer Access to the Project ARTICLE VII ASSIGNMENT, SUBLEASING AND INDEMNIFICATION Section 701 Assignment by Corporation SectIOn 702 Assignment and Subleasmg by the Lessee SectIon 703 Aelease and Indemmf,cat,on Covenants ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 801 Events of Default Defmed Section 802 Remedies on Default SectIon 803 No Remedy ExclUSive SectIon 804 Agreement to Pay Attorneys' Fees and Expenses Section 805 No AddItional Waiver Implied by One Waiver II Page 11 11 12 12 13 13 14 14 14 14 14 15 16 16 16 17 17 17 18 18 19 19 19 Page . ARTICLE IX OPTION TO PURCHASE, OPTION TO PREPAY Section 901 Purchase Option 20 Section 902 Exercise of Option 20 Section 903 Transfer of Title and Release of Corporation's Interest 20 Section 904 Optlon to Prepay 20 ARTICLE X MISCELLANEOUS Section 1001 Notices 22 Section 1002 Binding Effect 22 Section 1003 Severability 22 Section 1004 Amendments, Changes and Modifications 22 Section 1005 Net.net-net Lease 22 Section 1006 Further Assurances and Corrective Instruments 22 Section 1007 Execution In Counterparts 22 Section 1008 Applicable Law 22 Section 1009 Corporation and Lessee Representatives 22 . Section 1010 CaptIons 23 . III . . . ARTn",...= J DEFINITIONS Definitions Unless the context otherwise reqUires, capitalized terms used herein shall have the meanings ascribed to them In Exhibit A to the Lease Agreement Exhibit 0 Page 2 . . . ARTICLE fI REPRESENTATIONS, COVENANTS AND WARRANTIES Section 201_ Reoresentatlons. Covenants and Warranties of the Lessee The Lessee represents. covenants and warrants to the Corporation as follows (a) The Lessee IS a duly organized and validly eXisting Political SubdiVIsion of the State of California (b) The constItutIon and the laws of the State of California authonze the Lessee to enter Into the Lease Agreement and the Trust Agreement and to enter Into the transactions contemplated by and to carry out Its obligations under each of the aforesaid Agreements, and the Lessee has duly authOrized and executed each of the atoresald Agreements In accordance With the laws of the State of California (c) Neither the execution and delivery of the Lease Agreement or the Trust Agreement nor the fulfillment of or compliance With the terms and conditions hereof or thereot, 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 restnctlon or any agreement or Instrument to which the Lessee IS now a party or by which the Lessee IS bound, or constitutes a default under either of the foregoing, or results In the creation or ImpoSItion of any hen, charge or encumbrance whatsoever upon any of the property or assets of the Lessee, or upon the ProJect, except Permitted Encumbrances Section 202 Representations, Covenants and Warranties of the Corooratlon The Corporation represents, covenants and warrants to the Lessee as follows (a) The Corporation IS a nonprofit pubhc benefit corporation duly organIzed, eXlstmg and In good standing under and by virtue of the laws of the State of California, has power to enter mto the Lease Agreement and the Trust Agreement, IS possessed of full power to own and hold real and personal property and to lease and sell the same. and has duly authonzed the execution and delivery of all of the atoresald Agreements (b) The Corporation Will not pledge the Lease Payments or other amounts denved from the Project and from Its other nghts under the Lease Agreement. and Will not encumber the Project. except as proVided under the terms of the Lease Agreement and the Trust Agreement (c) Neither the execution and delivery of the Lease Agreement or the Trust Agreement. nor the tulfl/lment 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 restnctlon or any agreement or Instrument to whIch the CorporatIon IS now a party or by whIch the Corporation IS bound. or constItutes a default under either of the foregomg, or results In the creation or ImposItion of any lien, charge or encumbrance whatsoever upon any of the property or assets at the CorporatIon. or upon the ProJect, except Permitted Encumbrances Exhibit D Page 3 . . . (d) Except as provided In the Lease Agreement and In the Trust Agre;:..... :nt, the Corporation wIll not assign the Lease Agreement, its nght to receive Lease Payments from the Lessee, or Its duties and obligations under the Lease Agreement to any other person, fjrm or corporation so as to Impair or vIolate the representations, covenants and warranties contamed In thiS Section 202 Exhibit D Page 4 . . . ARTICLE 11/ DEPOSIT OF MONIES; ACQUISITION OF THE PROJECT Section 301 Deooslt of Momes On the Closing Date. the Corporation shall cause to be deposited With the Trustee the amount specltled In Section 2 3 of the Trust Agreement Pursuant to the Trust Agreement, there shall be deposited In the Lessee's AcquIsItion Account funds WhiCh, together With mvestment earnings thereon, will be suffiCient to pay AcquIsition Costs Section 302. AcquIsition of the Prolect The Lessee will, as agent of the Corporation, enter Into purchase orders and contracts, and Will supervIse and provIde for. or cause to be supervIsed and provided for. as agent for the Corporation, the complete construction. acqUiSItion and installation of the Project The Lessee agrees that It Will cause the work under said contracts to be diligently performed after the deposit of funds With the Trustee pursuant to Section 2 3 of the Trust Agreement. and that the Project Will be acqUired and Installed In accordance With the specifications approved by the Lessee on or prior to the AcqUISItIon Date The lessee may change the specIfIcatIons of the ProJect. so long as such change does not reduce the value of the ProJect or substantially alter the nature of the ProJect. and that any Increase In AcqUISition Costs shall not result from such change, unless the Lessee depOSits In the Lessee's AcqUISition Account an amount suffiCient to pay such Increase In addition, m the event that the costs of acquiring the Project are greater than the amount of money depOSited In or transterred to the lessee's AcqUISItion Account. together With Investment earnings thereon, the Lessee agrees to depOSit mto the Lessee's AcqUISitIon Account an amount of money necessary to pay such Increased AcqUISition Costs, but only from funds arising In the fiscal year In which the Lessee has entered mto the Lease Agreement The Lessee agrees that upon substantial construction, acquIsition and installation of any discrete portion of the Project. It Will take possession of that portion of the Project under the terms and proVIsIons of the Lease Agreement and agrees to make the payments specified herem The Lessee does hereby sell. assign and transfer to the Corporation all of ItS nghts under the contracts With respect to the portIon of the PrOject for which the Lessee has contracted prior to the Closmg Date. If any, which contracts are attached to the Lease Agreement as ExhibIt F The Lessee hereby agrees to transfer and convey to the Corporation title to the portion of the Project acqUired pnor to the ClOSing Date, whIch portion of the Project IS more particularly descnbed In Exhibit G to the Lease Agreement Upon completIon of acqUIsItIOn and installatIon of the Project reasonably satisfactory to the Lessee, but In any event not later than the AcqUiSition Date, the Lessee shall deliver to the Trustee a Certificate of Completion If. on the AcqUiSition Date, moneys are remaining on depOSit In the AcqUiSition Account. such moneys shall be transferred to the Lessee's Lease Payment Account and shall be applied, on the next succeeding Due Date. as a prepayment of Lease Payments and on the next succeeding Payment Date to the redemption of Certificates pursuant to the proVIsions of Section 512(c) of the Trust Terms and Conditions ExhibIt D Page 5 . . . The parties agree that th..... :"";:'_5e Agreement shall be deemed to be effectIve as to each component of the Project as It IS constructed, acqUired or Installed. and upon acceptance of a discrete portIOn of the Project. the Lessee agrees to deliver to the Trustee a certificate of acceptance (a "CertIficate of Acceptance") which Certificate of Acceptance shall indIcate the proportionate amount of the Lessee's Project so accepted and agrees that a portion of the Lease Payments shown on Exhibit B to the Lease Agreement (which Lease Payments Include amounts allocable to the Lessee's proportionate share of Costs of Issuance and the discount taken by the original purchaser(s) of the Certificates) (10 an amount proportionate to the discrete portion of the Project accepted and as indicated In the Certificate of Acceptance) represent valid rental value for such discrete portion of the PrOject Sechon 303. Payment of AcqUiSItion Costs Payment to the Contractors of the cost of constructing. acqUiring and installing the Project shall be made from the mOnies depOSIted In the Lessee's AcqUISItIon Account as proVIded In Section 25 of the Trust Agreement, whIch shall be disbursed only for thiS purpose In accordance and upon compliance With SectIon 301 of the Trust Terms and Conditions Exhibit 0 Page 6 . . . ARTICLE l\t AGREEMENT TO LEASE, TERMINATION OF LEASE AGREEMENT, LEASE PAYMENTS; TITLE TO THE PROJECT Secbon 401 Agreement to Lease The lease of the PrOject by the Corporation to the Lessee IS made expressly subject to the terms and condItIons set forth herein Section 402 Termmatlon of Lease Acreement The Term of the Lease Agreement will terminate upon the earliest of any of the follOWing events (a) the payment or prepayment by the Lessee of all Lease Payments due dunng the Term of the Agreement. . (b) the occurrence of an event of default under the Lease Agreement. and the termination of the Lease Agreement by the Corporation or Its assignee pursuant to Section 802(111) of the Lease Terms and Conditions (c) the Project IS taken In whole pursuant to the power of eminent domam and termination of the Lease Agreement pursuant to Section 509 of the Lease Terms and CondItIons, or Upon occurrence of an event whIch WIll result In termination of the Lease Agreement. the Trustee Will not make any further disbursements from the Lessee's AcqUisition Account and all amounts at the time m such AcqUISItion Account Will be transferred, as provided In the Trust Agreement. to the Lessee's Lease Payment Account to be credited against the Lessee's Lease Payment obligations or to the Lessee's Redemption Account to be applied to redemption of the Certificates Section 403. Lease Payments The Lessee agrees to pay to the CorporatIon or rts successors and assIgns, as rental tor the use and possessIon of the Project. the lease Payments on the Due Dates In the amounts speCified In Exhibit B to the Lease Agreement. provided that the Lessee shall receive a credit for any amounts on hand In the Lessee's Lease Payment Account at the time any Lease Payment IS due. and that at such time as the mOnies on hand In the Lessee's Lease Payment Account and the Lessee's Reserve Account are equal to all Lease Payments remaining unpaId, such montes shall be applied by the Trustee. pursuant to Section 306(d) of the Trust Terms and Conditions. to such Lease Payments on behalf of the Lessee, and the Lessee shall not be reqUired to make any further Lease Payments under the Lease Agreement A Lease Payment payable on a Due Date IS In conSideratIon for use and possession of the ProJect to the next occurring Payment Date Lease Payments for each annual rental period dunng the Term of the Agreement shall constItute the total rental for saId rental penod and shall be paId by the Lessee In each rental period for and In conSideration of the nght of the use and possession of. and the continued qUiet use and enjoyment of, the ProJect dUring each such penod for which said rental IS to be paid The parties hereto have agreed and determined that such total rental represents the fair rental value of the Project In making such determmatlon, conSideration has been given to the costs of acqUISitIon, construction. delivery, installation Exhibit D Page 7 . afI(j flnancmg of the ProJect. other obligations of the parties under .. ~ _case Agreement. the uses and purposes which may be served by the Project and the benefits therefrom which will accrue to the Lessee and the general pubhc Each Lease Payment shall be paid In lawful money of the United States of America to or upon the order of the Corporation at the corporate trust office of the Trustee Any such Installment of rental accrUing under the Lease Agreement which shall not be paid when due shall bear Interest at the rate of ten percent (10%) per annum from the date when the same IS due under the Lease Agreement until the same shall be paid Lease Payments shall be paid from any source of legally available funds of the Lessee and so long as the Project IS available for the Lessee"s use, the Lessee covenants to take such action as may be necessary to Include all Lease Payments due under the Lease Agreement In Its budgets, and to make the necessary appropriations for all such Lease Payments, which covenants of the Lessee shall be deemed to be. and shall be, mmlstenal duties Imposed by law. and It shall be the duty of each and every public offiCial of the Lessee to take such action and do such things as are reqUired by law In the performance of the offiCial duty of such offiCials to enable the Lessee to carry out and perform the covenants made by the Lessee In the Lease Agreement Durmg the Term of the Agreement. the Lessee Will furnish to the Trustee, no later than 20 days follOWing adoption of the budget for any fIscal penod. a Certificate of the Lessee Representative to the effect that the Lease Payments due In that fIScal period have been Included In the budget approved by the Governmg Body for such fIscal penod . To the extent that mOnies are available In the Lessee's Lease Payment Account, the Lessee's Reserve Account and the Lessee's AcqUiSItion Account for such purpose, the Lessee agrees to pay Lease Payments from such sources regardless of whether or not It has acqUired the Project Secban 404. Pm~,sesslon and En~oyment Dunng the Term of the Agreement. the Corporation shall proVide the Lessee with qUiet use and enjoyment of the ProJect. and the Lessee shall, dunng such Term, peaceably and qUietly have and hold and enJoy the Project. Without SUIt. trouble or htndrance from the CorporatIOn, except as expressly set forth In the Lease Agreement The Corporation Will, at the request of the Lessee and at the Lessee's cost. Jam In any legal actlOn In which the Lessee asserts Its nght to such possession and enJoyment to the extent the Corporation may lawfully do so Notwlthstandmg the foregomg, the Corporation shall have the nght to Inspect the Project as proVided In Section 603 of the Lease Terms and Conditions Secbon 405. Title to the Project Dunng the Term of the Agreement. title to the Project and any and all additions. replacements or modifications thereto Will be retamed by the Corporation, except as proVided below and except for those modifications which are added to the Project by the Lessee and which may be removed Without damaging the ProJect The Lessee shall not have any right. title or Interest In the Project or In any additions. repairs, replacements or modifications thereto except as expressly provided m the Lease Agreement . If the Lessee has paid all Lease Payments dUring the Term of the Agreement. or upon depOSIt of the secunty depOSit as proVided In Section 406 of the Lease Terms and CondItions, all right. tItle and mterest of the CorporatIon In and to the Project shall be Exhibit D Page 8 . . . transterred to and vest In the Lessee Additionally. If necessary, the Corporation ~I i....1l authonze, execute and deliver to the Lessee a bill of sale m order to release any and all hens created under the provIsIons of the Lease Agreement and the Trust Agreement. and any other documents reqUired to terminate the Lease Agreement and consummate such transfer of title and release of liens The Corporation agrees to defend and eliminate any claims adverse to the title to the Project, and to save and hold the Lessee harmless therefrom, provided, that the Corporation's obligations under this sentence shall not extend to claims anslng out of actions by the Lessee or persons asserting claims under It, provided that the Lessee shall reimburse the Corporation for any costs Incurred by the Corporation In defending or ehmlnatlng such claims, including reasonable attorneys' fees Section 406. Secunty Deooslt Notwithstanding any other provISion of the Lease Agreement. the Lessee may, on any date, secure the payment of Lease Payments by a deposit With the Trustee of (I) an amount WhiCh, together WIth amounts on deposit In the Lessee's Lease Payment Account and the Lessee's Reserve Account. IS suffiCient to pay aU unpaid Lease Payments, including the prmclpal and mterest components thereof. In accordance With the Lease Payment schedule set forth 10 Exhibit B to the Lease Agreement. or (II) Federal See unties, valued In accordance With Section 308 of the Trust Terms and Conditions, together With cash. If reqUired. In such amount as Will. In the opinion ot an Independent certified public accountant. together With Interest to accrue thereon and, If reqUIred, all or a portion of monies or Permitted Investments of such type then on depOSit In the Lessee's Lease Payment Account and Lessee's Reserve Account, be fully suffiCient to pay all unpaid Lease Payments on their Due Date In the event of a depOSit pursuant to thiS Section, all obligations of the Lessee under the Lease Agreement. and all secunty provided by the Lease Agreement for said obligations, shall cease and terminate, excepting only the obligation of the Lessee to make, or cause to be made. Lease Payments from the depOSit made by the Lessee pursuant to thiS Section, and title to the Project shall vest In the Lessee on the date of said depOSit automatically and Without further action by the Lessee or the Corporation, provided that title shall be subject to the subsequent payment of. Lease Payments from said depOSit In accordance With the provISions of the Lease Agreement Said depOSit shall be deemed to be and shall constitute a speCial fund tor the payment of Lease Payments In accordance With the provISions of the Lease Agreement Section 407. Abatement of Rental In the Event of Failure to Have Use and PossessIon of the Pro~ect The Lease Payments shall be abated In whole or In part during any period dUring which by reason of damage or destruction (other than by eminent domain which IS provided for In Section 59 of the Lease Terms and Conditions) there IS substantial mterference With the use and possession of the Project by the Lessee If damage or destruction results In a redemption of a portIon of Certificates representing Interests In the Lessee's Lease Payment. the extent of such abatement shall be agreed upon by the Lessee and the Trustee. as assignee of the Corporation, such that the resulting Lease Payments represent fair consideration for the use and possession of the portions of the Project not damaged or destroyed, provided, however. that In the event such damage or destruction results In redemption of Certltlcates, the resulting Lease Payments Will be suffiCient to pay all of that portion ot prinCipal and Interest on the remaining Outstanding Certificates which represent mterests In the Lessee's Lease Payments Such abatement shall not result so long as moneys In the Lessee's Lease Payment Account and the Lessee's Reserve Account and Net Proceeds of Insurance and rental interruption Insurance are suffiCient to make Lease Payments when and as due, It Exhibit DPage 9 . . . being hereby declared that such mI.AH;;;YS and Net Proceeds constitute special funds for the payment of Lease Payments Such abatement or adjustment. If any, shall contmue for the penod commencmg with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction, If any In the event of any such damage or destructIOn, this Agreement shall continue In full force and effect and the Lessee waives any right to terminate thIS Agreement by virtue of any such damage and destruction There shall be no abatement at Lease Payments to the extent that moneys derrved from any person as a result of any defect or delay m the acqUIsition or construction of the Lessee's Project are available therefor The amount of Lease Payments shall also be abated to the extent. If any. reqUIred by operation of Jaw resulting from the Lessee's failure to have use and possession of the Project Exhibit D Page 10 . . . ARTICLE V MAINTENANCE, TAXES; INSURANCE, AND OTHER MATTERS Section 501 Maintenance and Taxes Throughout the Term of the Agreement. as part of the consideration for the rental of the PrOJect. all Improvement, repair and maintenance of the Project shall be the responSibilIty of the Lessee, and the Lessee shall pay for or otherwise arrange for the payment of the cost of the repair and replacement ot the PrOject resultmg from ordinary wear and tear or want of care on the part of the Lessee thereot The Lessee shall maintain the PrOject In good working order and shall comply With manufacturer or vendor reqUirements With respect to proper mamtenance of the ProJect. If any In exchange for the Lease Payments herem provided. the Corporation agrees to provIde only the Project, as hereinbefore more speCifically set forth The Lessee shall also pay or cause to be paid to the Corporation all taxes of any type or nature charged to the Corporation or affecting the ProJect or the respective mterests or estates therem, including, but not hmlted to, any sales tax. or affecting the amount available to the Corporation from Lease Payments received under the Lease Agreement tor the retirement of the Certificates (Including taxes or assessments assessed or leVied by any governmental agency or dlstnct haVing power to levy taxes or assessments), provIded, that WIth respect to governmental charges that may lawfully be paid In Installments over a penod of years, the Lessee shall be obligated to pay only such Installments as are required to be paid dunng the Term of the Agreement as and when the same shall become due The Lessee, at the Lessee's expense and In Its name. may m good faith contest and diligently pursue to conclUSion any such taxes and other charges and, m the event of any such contest. may permit the taxes or other charges so contested to remain unpaid dunng the penod of such contest and any appeal therefrom unless the Corporation shaH notify the Lessee that. In the opinion of Independent Counsel. by nonpayment of any such Items. the Interest of the Corporahon In the Project WIll be mater/ally endangered or the Project or any part thereof Will be subJect to loss or forfeiture, In which event the Lessee shall promptly pay such taxes or charges or provide the Corporation With full security agamst any loss which may result from nonpayment. In form satisfactory to the Corporation Section 502 ModifIcation of Project The Lessee shall. at Its own expense, have the nght to remodel the Project or to make additIOns and modifications thereto All such additions and modifications shall thereafter compnse part of the ProJect and be subject to the provIsions of the Lease Agreement Such additions and modifications shall not many way damage the ProJect, substantIally alter Its nature or cause It to be used for purposes other than those authonzed under the proVISions of state and federal law, and the ProJect, upon completion of any additions and modifications made pursuant to thiS Section, shall be of a value which IS equal to or greater than the value of the Project Immediately pnor to the makmg of such addItions or modifications The Lessee shall make no modifications to the ProJect that Jeapordlze any warranties relatmg thereto The Lessee WIll not permit any mechamc's or other lien to be established or remain against the Project for labor or matenals furnished In connection With any remodeling. additions. modIfications, repairs, renewals or replacements made by the Lessee pursuant to thiS Section, prOVided. that If Exhibit 0 Page 11 . . . any such lien IS established and the Lessee shall first notIfy the (,orporatlon of the Lessee's Intention to do so, the Lessee may, In good faith, contest and diligently pursue to conclusion any lien filed or established against the Project and m such event may permIt the Items so contested to remain undischarged and unsatisfied dUring the penod of such contest and any appeal therefrom, and shall, at the time ot commencement of such contest, provide the Corporation with full secunty agamst any loss or forfeiture which might anse from the nonpayment of any such Item, In form satisfactory to the Corporation The Corporation WIll cooperate fully In any such contest, upon the request and at the expense of the Lessee Section 503. Public Llabllltv and Prooertv Damaae Insurance The Lessee shall maintain or cause to be maintained, throughout the Term of the Agreement (but dunng the penod of delivery and Installation of the PrOject only If and to the extent such Insurance IS not prOVIded by the Contractors), a standard comprehensIve general Insurance policy or poliCies In protection of the Trustee, the Corporation and the Lessee and their members, offIcers. agents and employees Said policy or poliCies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal inJury, death or property damage occasioned by reason of the acquIsition or operation of the Project Said policy or poliCIes shaH prOVide coverage In the minImum liability limits of $1,000,000 for personal Injury or death of each person and $3,000,000 for personal Injury or deaths of two or more persons In each accident or event. and In a mlntmum amount of $100.000 (subject to a deductible clause of not to exceed $5,000) for damage to property resultmg from each accident or event Such public liability and property damage Insurance may. however, be In the form of a single limit pOliCY m the amount of $3,000,000 covenng all such nsks Such liability Insurance may be malntamed as part of or In conjunction with any other liability Insurance coverage carned or reqUired to be carned by the Lessee and, with the approval of the Insurer, may be malntamed In the form of self-Insurance Such self-Insurance, If approved, must prOVide for amounts to be segregated In a special Insurance reserve meeting the reqUirements of thiS Section, must be restncted speCIfically to the ProJect and must conSist of Permitted Investments Section 504. Fire and Extended Coveraae Insurance (a) The Lessee shall procure. or cause to be procured, and maintain throughout the Term of the Agreement (but dunng the penod of delivery and installation of the Project only If and to the extent such Insurance IS not proVided by the Contractors). Insurance against Joss or damage to any part of the Project by fIre and IIghtmng, 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. not. aircraft, vehicle damage, smoke, sprinkler damage, bOiler explOSion, theft 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 at the PrOject or the princIpal amount of the Certificates then Outstanding relating to the Project. whichever IS greater Such Insurance may be maintained as part of or In conjunction WIth any other fire and extended coverage Insurance carried or reqUired to be camed by the Lessee and. With the approval of the Insurer. may be maintained In the form of self-insurance Such self-Insurance, If approved. must prOVide for amounts to be segregated In a speCial Insurance reserve meetmg the reqUirements of thiS Section, must be restncted speCifically to the Project and must conSist of PermItted Investments ExhIbIt 0 Page 12 . . . I hd ""Lessee shall also procure. or cause to be procured, and malntalnelJ throughout the Term of the Agreement. unless the Insurer agrees to waive such reqUirement, msurance agamst loss or damage to any part of the Project by earthquake In an amount equal to 100% of the replacement cost of the Project or the principal amount of Certificates then Outstanding relating to the ProJect. whichever IS greater Secbon 505. Rental Interruption Insurance The Lessee shall procure. and maintain throughout the Term of the Agreement, rental interruption msurance to cover loss, total or partial, of the use of any part of the Project as the result of any of the hazards covered In the insurance required by Sectlon 504 of the Lease Terms and Conditions, In an amount suffiCIent to pay the maximum annual amount of Lease Payments due under the Lease Agreement In any year or to pay such lesser amount of Lease Payments as shall be agreed to by the Insurer In lieu of obtaining Insurance coverage as reqUired by this Section 505, such coverage may be maintained by the Lessee In the form of selt- Insurance so long as the Lessee provIdes eVIdence to the Trustee, the Insurer and the Corporation that the Lessee has segregated amounts In a speCial Insurance reserve meeting the requirements at this Section 505. restncted specifically to the ProJect, that such reserve shall consist of Permitted Investments and that such reserve shall be assIgned or be payable to the Trustee The Net Proceeds of such Insurance shall be paId to the Trustee for deposit In the Lessee's Lease Payment Account, and shall be credited towards the payment of the Lease Payments In the order In which such Lease Payments come due and payable Section 506 Insurance Net Proceeds, Form of PoliCies The poliCies of Insurance required by SectIon 503 and 504 of the Lease Terms and Conditions shall prOVide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender's loss payable endorsement substantially In accordance With the form approved by the Insurance Services Office and the California Bankers ASSOCiation The Net Proceeds of such Insurance shall be paid to the Trustee to be applied as proVided In SectIOn 305 of the Trust Terms and Conditions or Section 505 of the Lease Terms and Conditions, as the case may be In lieu of obtaining Insurance coverage as reqUired by Section 504 of the Lease Terms and Conditions. such coverage may be mamtalned by the Lessee In the form of self-Insurance so long as the Lessee prOVides eVIdence to the Trustee and the Corporation that (I) the Lessee has segregated amounts In a speCial Insurance reserve meetmg the requIrements of Section 504 and restncted speCIfically to the Project. or (II) an Insurance Consultant certifies to the Trustee and the Corporation that the Lessee"s general Insurance reserves are adequate to proVide the necessary coverage All poliCies of Insurance reqUIred by the Lease Agreement, and any statements of self-msurance, shall be delivered to the Trustee and the Insurer and shall be In form satisfactory to the Trustee and the Insurer The Lessee shall payor cause to be paid when due the premiums for all Insurance poliCies reqUired by the Lease Agreement, and shall promptly furnish or cause to be furnIshed eVIdence of such payments to the Trustee and the Insurer 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 tully protected In accepting payment on account of such Insurance or any adjustment, compromise or settlement of any loss agreed to 10 good faith by the Trustee The Lessee shall cause to be delivered to the Trustee annually eVidence that the Insurance coverage reqUired by the Lease Agreement are In full torce and effect Exhibit D Page 13 . . . Section 507. Advances If the Lessee shall fall to perform any of Its obligatIons under this ArtIcle, the Corporation may, but shall not be obligated to, take such action as may be necessary to cure such failure, mcludlng the advancement of money to the Lessee, and the Lessee shall be obligated to repay all such advances as soon as possible, With mterest at the rate of 10% per annum from the date of the advance to the date of repayment, but In no event shall such rate exceed the maximum legal rate of Interest Section 508. Liens The Lessee shall not, directly or indirectly, create, Incur, assume or suffer to eXist any pledge, hen, charge, encumbrance or claim on or With respect to the ProJect. other than the respective nghts of the Corporation and the Lessee as herem provided and Permitted Encumbrances Except as expressly provided m thIS Article. the Lessee shall promptly, at Its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge. lien. charge. encumbrance or claim for which It IS responSible, If the same shall anse at any time The Lessee shall reImburse the Corporation for any expense mcurred by It In order to discharge or remove any such pledge, lien, charge, encumbrance or claim Section 509. Emment Domain If all or part of the Project is taken under the power of eminent domain, the Net Proceeds from any award resultmg therefrom shall be depOSited With the Trustee pursuant to Section 5 10(b) of the Lease Terms and Conditions and the Lessee Representative shall file a certificate With the Trustee as provided m Section 305 of the Trust Terms and Conditions If the ProJect IS taken In whole pursuant to such eminent domain proceedmgs or IS taken In part to such extent that the remalnmg portion ot the Project IS no longer useful for the purposes onglnally Intended, the remaining Lease Payment obligations of the Lessee WIll be abated m full and thiS Agreement shall thereupon be terminated OtherWise, (1) thiS Agreement shall continue In full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a proportionate abatement of Lease Payments such that the resultmg Lease Payments Will be suffiCient to pay all of that portIon of prmclpal and Interest With respect to the remaining Certificates which represent Interests In the Lessee's Lease Payments Section 510. Application of Net Proceeds (a) From Insurance Award The Net Proceeds of any Insurance award resulting from any damage to or destruction of the ProJect by fire or other casualty shall be depOSited In the Insurance and Condemnation Fund to be held and applied by the Trustee pursuant to Section 2 9 of the Trust Agreement and SectIon 305 of the Trust Terms and ConditIons Upon such depOSit the Lessee Representative shall file a certIficate With the Trustee as provided In such Section and such Net Proceeds shall be applied by the Trustee as provided In such Section (b) From Eminent Domain Award The Net Proceeds of any eminent domain award resultmg from any event deSCribed In SectIon 509 of the Lease Terms and Conditions shall be depOSited In the Insurance and Condemnation Fund to be held and applied by the Trustee pursuant to Section 2 9 of the Trust Agreement and Sectton 305 of the Trust Terms and CondItions Section 511 Title Insurance If the Lessee's Project mcludes a real property Exhibit D Page 14 . . . component. the Lessee shall, on the Clos",~ ':':ate. deliver to the Trustee a title Insurance polley Insunng the Lessee's fee title estate In the site relating to the Project, If any, and the Corporation's leasehold estate In the site relatmg to the Project and the PrOJect m an amount equal to the total pnnclpal amount of Lease Payments due hereunder Section 512. Agreement to Pay Trustee's Fees The Lessee agrees to pay to the CorporatIon the Lessee's share of fees and expenses charged to the Corporation by the Trustee for the performance by the Trustee of Its duties under the Trust Agreement. such share to be calculated according to the same proportion as the Pnnclpal Amount bears to the total pnnclpal amount of the CertIficates of PartiCIpation The Lessee shall not be obligated to pay any portion of the fees or expenses of the Trustee readily attnbutable to another Lessee Exhibit 0 Page 15 . . . ARTICLE VI DISCLAIMER OF WARRANTIES; ACCESS Section 601. Disclaimer of Warranties THE CORPORATION MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE LESSEE OF THE PROJECT OR ANY ITEM THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT OR ANY ITEM THEREOF IN NO EVENT SHALL THE CORPORATION BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THE LEASE AGREEMENT, FOR THE EXISTENCE. FURNISHING, FUNCTIONING OR THE LESSEE'S USE OF THE PROJECT Section 602. Les$ee's Rlaht to Enforce Warranties The Lessee shall have all nghts With respect to the warranties of the Contractors With respect to the ProJect. and the nght to enforce such warranties against the Contractors If the Corporation IS ever required or requested by the Lessee to enforce any warranty With respect to the PrOject on behalf of the Lessee, the Lessee shall reimburse the Corporation for any costs Incurred by the CorporatIon In the enforcement of such warranty, including reasonable attorneys' fees Sechan 603. Corporation and Insurer Acces$ to the Pro~ect The Lessee agrees that the Corporation. the Insurer, any Corporation Representative and the Corporation's successors or assigns, shall have the nght at all reasonable times to examine and Inspect the Project The Lessee further agrees that the Insurer, Corporation. any authOrized representatIve or eIther. and the Corporation's successors or assigns shall have such nghts of access to the PrOject as may be reasonably necessary to cause the proper maintenance of the Project In the event ot failure by the Lessee to perform ItS obligations under the Lease Agreement Exhibit D Page 16 . . . ARTICLE VII 'It ASSIGNMENT, SUBLEASING AND INDEMNIFICATION Section 701. Assignment bv Corporation The Corporation's fights under the Lease Agreement, including, but not limited to. the nght to receive and enforce payment of the Lease Payments to be made by the Lessee under the Lease Agreement and title to the Project. have been assigned to the Trustee pursuant to the Trust Agreement Section 702. Assl<:mment and Subleaslna by the Lessee The Lease Agreement may be assIgned or subleased by the Lessee upon the prior approval of the Insurer, prOVided, that any sublease or assignment shall be subJect to all of the following conditions (I) The Lease Agreement and the obligation ot the Lessee to make Lease Payments under the Lease Agreement shall remain obligations of the Lessee, and (II) The sublessee or assIgnee shall assume the obligatIons of the Lessee under the Lease Agreement to the extent of the Interest subleased or assigned. and (III) The Lessee shall. Within thirty (30) days after the delivery thereof, furmsh or cause to be furnished to the Corporation, the Insurer and the Trustee a true and complete copy of such sublease or assignment, and (iv) No such sublease or assignment by the Lessee shall cause the PrOject 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 of CalIfornIa. and (v) The Lessee shall have delivered to the Trustee and the Insurer an opinion of nationally recognized bond counsel to the effect that such sublease or assignment shall not cause the Interest component of the Lease Payments due With respect to the ProJect to become subJect to federal Income taxes or State ot Cahtornla Income taxes Secbon 703. Release and Indemnification COVE;nants The Lessee shall and hereby agrees to indemnify and save the Corporation harmless from and against all claIms, losses and damages, Includrng legal fees and expenses, arising out of (I) the use. maintenance. condition or management of, or from any work or thing done on the PrOject by the Lessee, (II) any breach or default on the part of the Lessee In the performance of any of ItS obligations under the Lease Agreement. (IJI) any act or negligence of the Lessee or of any of ItS agents. contractors, servants, employees or licensees With respect to the Project. (IV) any act or negligence of any assignee or sublessee of the Lessee, or of any agents, contractors. servants. employees or licensees of any assignee or sublessee of the Lessee With respect to the ProJect. or (v) the delivery. installation and acquIsitIOn of the Project or the authonzatlon of payment of the AcqUlsltlOn Costs by the Lessee No indemnification IS made by the Lessee under thiS Section or elsewhere In the Lease Agreement for Willful misconduct. negligence, or breach of duty under thiS Lease by the Corporation, Its officers, agents, employees, successors or aSSigns ExhibIt 0 Page 1 7 . . . ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 801. EVE;lnts Of Default Defmed The followmg shall be "events of default" under the Lease Agreement and the terms "events of default" and "default" shall mean, whenever they are used 10 the Lease Agreement, With respect to the Project. anyone or more of the followmg events (I) Failure by the Lessee to pay any Lease Payment or other payment reqUired to be paid under the Lease Agreement at the time specified the rem (II) Failure by the Lessee 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 speclfymg such failure and requesting that It be remedied has been given to the Lessee by the Corporation, the Insurer, the Trustee, or the Owners of not less than twenty-five percent (25%) In aggregate pnnclpal amount of Certificates then outstanding, provided, however, If the failure stated 10 the notice cannot be corrected Within the applicable penod, the Corporation, the Trustee. the Insurer and such Owners will not unreasonably Withhold their consent to an extension of such time If corrective action IS instituted by the Lessee wlthm the applicable penod and diligently pursued until the default IS corrected (lit) The filing by the Lessee ot a voluntary petition In bankruptcy, or failure by the Lessee promptly to 11ft any execution, garnishment or attachment, or the filing of an Involuntary petition In bankruptcy agamst the Lessee which petition shall not have been Withdrawn wlthm Sixty (60) days, or assignment by the Lessee for the benefit of creditors, or the entry by the Lessee mto an agreement of compOSition With creditors, or the approval by a court of competent JUrisdiction of a petitIOn applicable to the Lessee In any proceedings Instituted under the prOVISions of the federal bankruptcy law, or under any SimIlar acts which may hereafter be enacted Secbon 802. Remedies on Default Upon the occurrence and continuance of any event of default speCified In Section 801 (I) or 801 (III) of the Lease Terms and Conditions, the Trustee, as assignee of the Corporation, shall proceed at the direction ot the Insurer, or upon the occurrence of an event of default speCified m Section 801 (lI)of the Lease Terms and Conditions at the directIOn of the Insurer, may proceed, and upon written request of the Insurer and the Owners of not less than a majority In aggregate prinCipal amount of Certificates then Outstanding shall proceed, to (I) Protect and enforce the Lease Agreement by such JudiCial proceeding as the Corporation or Its assignee shall deem most effectual, either by SUIt In eqUIty or by action at law, whether for the speCifiC performance of any covenant or agreement contained In the Lease Agreement. or In aid of the exercise of any power granted In the Lease Agreement, or to enforce any other legal or eqUitable nght vested In the Corporation or Its assignee by the Lease Agreement or by law, or Exhibit D Page , 8 . . . (II) Take possession of the Prc.Jb, t and exclude the Lessee from uSing It unttl the default IS cured. holding the Lessee liable for the Lease Payments and other amounts payable by the Lessee pnor to such taking of the ProJect under and pursuant to the Lease Agreement and the curmg of such default. or (III) If the Project consists of real property. to relet the ProJect for a penod equal to the greater of (a) the remaining Term of the Lease Agreement or (b) ten years, or (IV) If the Project consists of personal property, to take and sell such property and apply the proceeds of such sale to the Lease Payment obligations of the Lessee. or (v) Take whatever action at law or In equity may appear necessary or desirable to enforce the Corporation's nghts as the owner of the Project. Including termination of the Lease Agreement, provided the Trustee shall not terminate the Lease Agreement so long as the Insurance Policy IS In effect Section 803 No Remedy ExclUSIve No remedy herem conferred upon or reserved to the Corporation IS Intended to be exclUSive and every such remedy shall be cumulative and shall be In addition to every other remedy given under the Lease Agreement or now or hereafter eXisting at law or In equity No delay or omiSSion to exerCise any nght or power accrUing upon any default shall Impair any such nght or power or shall be construed to be a waiver thereof, but any such nght and power may be exerCised from time to time and as often as may be deemed expedient In order to entitle the Corporation to exercise any remedy reserved to It In thiS Article, It shall not be necessary to give any notice, other than such notIce as may be reqUired In thiS Article or by Jaw Section 804. Aareement to Pay Attornevs' Fees and Exoenses In the event either - -- party to the Lease Agreement should default under any of the prOVISions thereof and the nondetaultlng party should employ attorneys or Incur other expenses for the collectIOn of momes or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herem contained, the defaulting party agrees that It Will on demand therefor pay to the nondefaultmg party the reasonable fees of such attorneys and such other expenses so Incurred by the nondefaultlng party Section 805. No Additional Waiver Imolled by One Waiver In the event any covenant contamed In the Lease Agreement should be breached by either party and thereafter waIved by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under the Lease Agreement Exhibit 0 Page 1 9 . . . ARTICLE IX OPTION TO PURCHASE; OPTION TO PREPAY Section 901. Purchase Option If the Termmatlon Date of the Lease Agreement IS on or after December 1, 1996, the Lessee shall have the option to purchase the Project on or after December 1, 1995, but only If It IS not then In default under Section 801 (I) or (III) of the Lease Terms and Conditions, and only In the manner provided In this Article Section 902. ExerCise of Option The Lessee may exercise Its option to purchase the Project on any June 1 or December 1, commencing December 1, 1995, by paYing a purchase pnce equal to the amount necessary to prepay the unpaId pnnclpal portion of Lease Payments In whole, plus premium, If any (as set forth In Section 904 of the Lease Terms and Conditions). plus accrued mterest on such pnnclpal portion to the applicable June 1 or December 1 set for redemption of the Certificates Such purchase pnce shall be deposited by the Trustee In the Lessee's Lease Payment Account to be applied to the redemption of Certificates pursuant to Section 512 of the Trust Terms and Conditions The Lessee shall gIve the AuthOrity and the Trustee notice of Its intentIOn to exerCise Its option not less than Sixty (60) days m advance of the date of exerCise, and shall deposIt With the Trustee on the date which IS three bUSiness days or more pnor to said June 1 or December 1, an amount equal to the unpaid prinCipal amount of Lease Payments. plus premium, If any. plus accrued mterest on such pnnclpal portion of Lease Payments to such June 1 or December 1 If the Lessee exercises ItS option to purchase the Project pursuant to thiS Section. any amount then on hand In the Lessee's Reserve Account. the Lessee's Lease Payment Account (excluding amounts reqUired for payment of past due prinCipal or mterest With respect to CertifIcates not presented for payment). and the Lessee's account In the Insurance and Condemnation Fund shall be applied towards the payment of the applicable purchase price to be paid by the Lessee If the Lessee shall have given 'notlce to the Trustee of ItS Intention to purchase the Project. but shall not have deposited the purchase pnce With the Trustee on the date speCified In such notIce. the Lessee shall continue to pay Lease Payments as If no such notice had been given Section 903. Transfer of T,tle and Release of Corporation's Interest Upon exercise by the Lessee of Its option to purchase the ProJect, all nght. title and Interest of the Authonty In and to the Project shall be transferred to the Lessee Section 904. Option to Preoay (I) The Lessee shall have the option to prepay In whole or In part (but not m an amount of less than $20,000) the pnnclpal component of Lease Payments relating to Certltlcates matunng m the years Identified below. on the followmg dates and In the tollowlng amounts, together With the premiums set forth below (expressed as a percentage of the prinCipal amount prepaid) Exhibit 0 Page 20 . . . Prepayment OotlOn Date Prepayment Premium December 1, 1995 and June 1, 1996 December 1 t 1996 and June 1, 1997 December 1, 1997 and June 1, 1998 December 1, 1998 and June 1, 1999 December 1, 1999 and each June 1 and December 1 thereafter 2 % 1-1':2 1 1/2 o The Lessee shall give the Authonty and the Trustee notIce of Its mtentlOn to exercise Its option not less than Sixty (60) days In advance of the date of exerCise and shall deposIt With the Trustee on or pnor to three business days prior to said June 1 or December 1, an amount equal to the prinCipal component of Lease Payments being prepaid, plus the applicable premium plus accrued Interest to the date of redemptIon In the event of the Lessee's exercise ot Its option to prepay In part the principal component of Lease Payments, the amount of Lease Payments to be paid by the Lessee over the remaining term of the Lease Agreement shall be adjusted so as to reflect such prepayment of the princIpal component of lease Payments Exhibit 0 Page 21 . . . ARTICLE X MISCELLANEOUS Secbon 1001 Notices All notices, certificates or other commumcatlons hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit In the Umted States mall m registered or certified form With postage fully prepaid when sent to the addresses shown on ExhibIt E to the Lease Agreement The Trustee, the Insurer. the Corporation and the Lessee, by notice given hereunder, may designate dIfferent addresses to whIch subsequent notices, certificates or other communications Will be sent Section 1002. Bmdmg Effect The Lease Agreement shall Inure to the benefit of and shall be bmdmg upon the Corporation and the Lessee and their respective successors and assigns Section 1003. SeverabIlIty In the event any proVIsIon ot the Lease Agreement shall be held Invalid or unenforceable by any court of competent Junsdlctlon, such holding shall not invalidate or render unenforceable any other provISion thereof Section 1004. Amendments, Changes and Modifications The Lease Agreement may be amended or any of Its terms modified With the written consent of the Lessee and the Corporation, provided. that no such amendment shall become effective unless approved by the Trustee and the Insurer Section 1005. Net-net-net Lease The Lease Agreement shall be deemed and construed to be a "net-net-net lease" and the Lessee hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-ofts whatsoever Section 1006. Further Assurances and Corrective Instruments The Corporation and the Lessee agree that they Will, from time to time. execute, acknowledge and deliver. or cause to be executed, acknowledged and delivered, such supplements hereto and such further Instruments as may reasonably be required for correcting any Inadequate or Incorrect description of the Project hereby leased or mtended so to be or for carrYing out the expressed mtentlon of the Lease Agreement Section 1007. Execution In Counterparts The Lease Agreement may be executed In several counterparts, each of which shall be an original and all of which shall constItute but one and the same Instrument Section 1008. Applicable Law The Lease Agreement shall be governed by and construed In accordance WIth the Jaws of the State of California Section 1009 Corporation and Lessee Representatives Whenever under the provISions of the Lease Agreement the approval of the Corporation or the Lessee IS required, or the Corporation or the Lessee IS reqUired to take some action at the request of the other, such approval or such request shall be given for the Corporation by a Exhibit 0 Page 22 . . . Corporation Representative and fo. ill!;.. Lessee by a Lessee Representative. and any party hereto shall be authonzed to rely upon any such approval or request Section 1010. Caotlons The captions or headmgs In the Lease Agreement are for convenience only and In no way define, limIt or deSCribe the scope or mtent of any provIsions or Section of the Lease Agreement ExhIbit D Page 23 . EXHIBIT E ADDRESSES FOR NOTICE PURPOSES If to the Corporatlon California Cities Fmancmg CorporatIon 1400 K Street, SUite 400 Sacramento, California 95814 Attn Secretary If to the Lessee City of Thousand Oaks 4011 West Hillcrest Drive Thousand Oaks, California 91360 AUn Fmance Director If to Trustee FIrst Interstate Bank of California 707 WilshIre Boulevard Los Angeles, California 90017 Attn Corporate Trust Dept (W10-2) If to the Insurer USF&G Financial Security Company 601 Montgomery Street San FrancIsco, CalIfornia 94111 Attn General Counsel . . Exhibit E Page 1 EXHIBIT F . CONTRACTS ASSIGNED TO CORPORATION NONE . . Exhibit F Page 1 EXHIBIT G . DESCRIPTION OF PREVIOUSLY ACQUIRED PORTION OF THE PROJECT NONE . . ExhIbit G Page 1 . . . [;(HIBIT H PROPERTY DESCRIPTION Situated In the City of Thousand Oaks, County of Ventura, State of California, and described as follows PARCELl Parcel A In the CIty of Thousand Oaks, as per map f,Ied In Book 31, pages 99 through 101, inclusive of Parcel Maps. In the office of the County Recorder of said County EXCEPT an undivided one-half Interest In and to all 011, gas, petroleum and other minerai or hydrocarbon substances In and under that portion of said land lYing below a depth of 500 feet perpendicular to each pOlOt on any surface of said land Without the right to enter or otherWise use the surface of said land or the subsurface thereof to said depth of 500 feet. but reserving the nght to dnll mto and through that portion of the subsurface of said land lYing below said depth of 500 feet for the purpose of explonng, prospecting. extractmg and removing any and all of the above-mentioned substances from a surface location on lands other than the land herein descnbed, as reserved In the deed from Gene Lang Congdon and Jacquelyn Lang MacDonald, as co-executnces of the WIll of Michael Bernard Lang. also known as MIChael B Lang. M B Lang, M Lang and Mike Lang, deceased. recorded June 12, 1967, as Document No 24950, In Book 3154. page 294 of OfficIal Records, and as reserved In the deed from Jacquelyn Lang MacDonald and Gene Lang Congdon. recorded June 12,1967. as Document No 24951. In Book 3154. Page 302 of Official Records PARCEL II A non-exclUSive easement for Ingress and egress and inCidental purposes over Parcel B. In the CIty of Thousand Oaks, as per map filed In Book 31. pages 99 through 101. inclUSIve of Parcel Maps. In the office of the County Recorder of said County . . . Form No 1402 (6/87) A.L T A Owner's Poll cy . AMER] C .., 1--CITY OF THQ'_:~~~'T') ('I~l{S ~'1: ~ ..... ,- ClTY OF T; ~jU~J,~~D O,t~S ",... """ .. ~- -- - ~"'IIL '" - , ~ POLICY OF TITLE INSURANCE ISSUED BY First American Title Insurance Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE, TH E EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE 8 AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herem called the Company, Insures, as of Date of Polley shown In Schedule A, agamst loss ordamage, not exceeding theAmount of Insurance stated In SCheduleA,sustalned or Incurred by the Insured by reason of 1 Title to the estate or Interest described In Schedule A being vested other than as stated therein, 2 Any defect In or lien or encumbrance on the title, 3 Unmarketabllity of the title, 4 Lack of a right of access to and from the land The Company will also pay the costs, attorneys' fees and expenses Incurred In defense oftne titre, as Insured. but only to the extent provtded In the Conditions and StIpulatIons -~......"""'..,.....,"\..........,....\, -,- '~I. r I' ~ "'~. ;-- ~ "\' l PI ~ b.(" 'II". ;- ,'" ,. .4.... 44 ~!. :..... ~ f [L- ... C f , <<- . <.c .{'..-. ~I , '- ~ ./ 4 f : ~ ~. ~ -__ ~. C" ~ f-=#- c:::.;.c=-t l . {fPIug'r"~ : =0: I \ ~ ...... __t ,... " '"'=" ~ \ ~ l5Ef .". ~:b. ! 't 'v" ...-" "\--;- (I.... '".... .... ~ \ C ~ - \ " ~- '-., ~ i I F (. ~ " _.!' ''\ --.... "~\."''1It,"".... -~.. First American Title Insurance Company PRESlOENT . IV...L- C.1~LJ. SECRETARY BY H 249455 1: A"dEJl:, ...:....o:..~ r'''f ~ ~. .,~ . 1- ~:-_A~ --:o;.~~ .~"~ /,d-f? --~"";;1- .." "'__~"""'" ....... 1= -~ Form No. 1402 (6/87) ALTA Owners's Policy Schedule A SCHEDULE A Amount of Insurance: $530,000.00 Premium: $1,515.00 Policy No.: VEN-878279-rf Date of Policy: February 1, 1988 at 8:00 A.M. 1. Name of Insured: '. CALIFORNIA CITIES FINANCING CORPORATION, a nonprofit pUblic benefit corporation as to a Leasehold Estate created under that certain lease agreement dated as of December 1, 1985 as amended and restated as of November I, 1987 by and between the City of Thousand Oaks, as Lessor, and First Interstate Bank of California, as Trustee, as their interests may appear, and California Cities Financing Corporation recorded February 1, 1988 as Document No. 88-012457 of Official Records . 2. The estate or interest in the land which is covered by this policy is: LEASEHOLD 3. Title to the estate or interest in the land is vested in: ~ . CALIFORNIA CITIES FINANCING CORPORATION, a nonprofit public benefit corporation as to a Leasehold Estate created under that certain site lease dated December 1, 1985, as amended and restated as of November 1, 1987 by and between the City of Thousand Oaks as Lessor and california cities Financing Corporation recorded February 1, 1988 as Document No. 88-012457 of Official Records 4. The land referred to in this policy is situated in the state of California, County of Ventura, City of Thousand Oaks and is described as follows: . .... AM..." ~ ' - .... -~. ~.., ~. .~~~ ~~~ ~? ~~-- . ~~~ <..&f!: VEN-878279-rf 2 PARCEL I: Parcel A in the City of Thousand Oaks, as per map filed in Book 31, pages 99 through 101, inclusive of Parcel Maps, in the office of the county Recorder of said County. EXCEPT an undivided one-half interest in and to all oil, gas, petroleum and other mineral or hydrocarbon substances in and under that portion of said land lying below a depth of 500 feet perpendicular to each point on any surface of said land without the right to enter or otherwise use the surface of said land or the subsurface thereof to said depth of 500 feet, but reserving the right to drill into and through that portion of the subsurface of said land lying below said depth of 500 feet for the purpose of exploring, prospecting, extracting and removing any and all of the above- mentioned substances from a surface location on lands other than the land herein described, as reserved in the deed from Gene Lang Congdon and Jacquelyn Lang MacDonald, as co-executrices of the will of Michael Bernard Lang, also known as Michael B. Lang, M. B. Lang, M. Lang and Mike Lang, deceased, recorded June 12, 1967, as Document No. 24950, in Book 3154, page 294 of Official Records, and as reserved in the deed . from Jacquelyn Lang MacDonald and Gene Lang Congdon, recorded June 12, 1967, as Document No. 24951, in Book 3154, page 302 of Official Records. PARCEL II: " A non-exclusive easement for ingress and egress and incidental purposes over Parcel B, in the City of Thousand Oaks, as per map filed in Book 31, pages 99 through 101, inclusive of Parcel Maps, in the office of the County Recorder of said County. . ~ '.~ .~~ . ///2- -~ 3 "rf ~~--- - ~--~ " VEN-878279-rf 3 Form No. 1402 (6/87) ALTA Owners's Policy Schedule B SCHEDULE B EXCEPTIONS FROM COVERAGE This pol icy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. The lien of Supplemental Taxes assessed pursuant to Chapter 498, statutes of 1983 of the State of California. 2 . An unrecorded Oil, Gas and Mineral Lease as disclosed by a Memorandum dated January 18, 1952, executed by The Lang Company, as Lessor and by Mike Lang and Howard M. Lang as Lessee, for the period, and subject to the terms and provisions as set forth therein, recorded January 25, 1952, in Book 1045, page 388 of Official Records. ~Affects Parcels land 2. An instrument dated February 12, 1952, recorded January 7, 1953, in Book 1108, page 408 of Official Records, executed by The Lang Company; Mike Lang, et al., "and Continental oil Company which purports to modify the terms of the above mentioned oil and Gas Lease. Affects Parcels land 2. No assurance is made as to the present ownership of said leasehold nor matters affecting the rights or interests of the Lessor or Lessee in said Lease. 3. A relinquishment to the state of California of any and all abutter rights including access rights, appurtenant to said land in and to that certain freeway adjacent to said land as conveyed to the deed from Title Insurance and Trust Company, recorded August 23, 1967 in Book 3185, page 262 of Official Records. Affects Parcels 1 and 2. ~ ~ I\ME1i, ",,-0:. C ~- . ., ~~ 1- ~-- -- .'l.'3..J ><~~~e% VEN-878279-rf 4 4. The fact that the ownership of said land does not include any access right to and from the freeway adjoining, except the right of access to Janss Road as described in a deed recorded on August 23, 1967, in Book 3185, page 262 of Official Records. Affects Parcels 1 and 2. 5. An easement for sewer pipe lines and incidental purposes, in favor of TITLE INSURANCE AND TRUST COMPANY, as set forth in an instrument recorded March 28, 1969 in Book 3463, page 20 of Official Records, and as shown on a map recorded in Book 31, pages 99-101 of Parcel Maps, over a portion of said land. Affects Parcels 1 and 2. 6. An easement for sewers and incidental purposes, in favor of the City of Thousand Oaks, as set forth in an instrument recorded June 22, 1971, in Book 3829, page 569 of Official Records, and as shown on a map recorded in Book 31, pages 99-101 of Parcel Maps, over portions of said land. .Affects Parcels 1 and 2. 7. An easement and right of way for sanitary sewer, storm drains, water lines, public utilities, public road and incidental purposes, in favor of the Ci ty o~ Thousand Oaks, as set forth in an instrument recorded on November 13, 1973 in Book 4189, page 988 of Official Records, over a Southerly 12 feet of said land. Affects Parcel 2. 8. An easement for slopes and incidental purposes, in favor of the City of Thousand Oaks, as set forth in an instrument recorded November 13, 1973, in Book 4189, page 991 of Official Records, and as shown on a map recorded in Book 31, pages 99-101 of Parcel Maps, over a portion of said land. Affects Parcel 2. 9. Easements of variable width for water, wastewater and incidental purposes, in favor of the City of Thousand Oaks as shown on the map recorded in Book 31, pages 99-101 of Parcel Maps, over portions of said land. Affects Parcels land 2. . '- 10. Terms and conditions as contained in Agreement No. 594, Agreement between the city of Thousand Oaks and the Conejo Recreation and Park District for the Lease of a Five-Acre Parcel of Land for the Construction of a Library Facility, by and between the City of Thousand Oaks and the Conejo Recreation and Park District, recorded on March 11, 1981 as Document No. 022452 of Official Records. Affects Parcels 1 and 2. 11. Covenants, conditions and restrictions in an instrument recorded March 11, 1981 as Document No. 022452 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value, but deleting restrictions, if any, based on race, color, religion or national origin. 12. A Lease, affecting the premises herein stated, executed by and between the parties named herein, for the terms and upon the terms and provisions therein provided: For: a library facility; Dated: February 1, 1981; . Lessor : City of Thousand Oaks: Lessee: Thousand Oaks civic Center Authority; Affects: Parcels A and B~ Recorded: March 11, 1981 as Document No. 022453 of Official Records. ~ Affects Parcels 1 and 2. An instrument dated Document No. 022454 Thousand Oaks which mentioned Lease. March 10, 1981, recorded March 11, 1981 as of Official Records, executed by the City of purports to modify the terms of the above Affects Parcels I and 2. . .~,____ _" ,,~ ;..ztL? , - VEN-878279-rf 6 13. A Lease, affecting the premises herein stated, executed by and between the parties named herein, for the terms and upon the terms and provisions therein provided: For: a library facility; Dated: February 1, 1981; by and between: the City of Thousand Oaks; and: the Thousand Oaks Civic Center Authority; Affects: Parcels A and B; Recorded: March 11, 1981 as Document No. 022455 of Official Records. Affects Parcels 1 and 2. 14. An easement for either or both pole lines, conduits and incidental purposes in favor of southern California Edison Company as set forth in an instrument recorded June 19, 1981 as Document No. 057972 of Official Records, over a portion of said land. Affects Parcell. .15. The terms conditions and provisions of that certain site lease by and between California Cities Financing Corporation and City of Thousand Oaks, California dated December 1, 1985 as amended and restated as of November 1, 1987 and recorded February 1, 1988 as Document No. 88-012458 of Official Records. 16. Loss resulting from the failure to comply with the term, conditions and provisions of the lease last above referred to. . . . . . I "'''' lI.g~ 111<:1)' VI mc.y nu( W SUrvty or LIlt: iar"J uC:jJ,ctt:d hereon You should not rely upon :t for any purpose other than Orientation to the :?en€ralloca~iO'1 (If "'1,." -. -, or parcels depicted FIrst ,.....?~:~::' c\~rcs~J..j d:~:'_""":i any lIabli!ty for aHeged loss 0, damage whIch mav resu:I frorr re!lance upon thIs map. PARCEL MAP LD-428 IN THE CITY OF THOUSAND OAKS COUNTY OF VENTURA. STATE OF CALIFORNIA THOSE PORTIONS OF LOTS 1.2,2' AND U,IUBDlvISION NO S. COMEJO RAIlCH. III THE CITY OF THOUSAND OUS, COUNTY OF VENTURA, STATE Of CALIFORNIA. AS PER MAP RECORDED IN BOO~ 8. PAGE 5& OF MAPS. IN TilE OFFICE OF THE COUNTY RECORDEll OF SAID COUNTY MARCH 1180 o .........e ., nloo . ..." [J Po.rc.el J CI POorc.e.1 2- @ .. ".1000 _.'ODe- L. ft]... @1r1.~"'I.'" ....fiG @ . ...1"-' ~,.. 10 01111-01'" . .....'51 @ :.:;~oo- : L "In 0.....,-.0000 II no:: ,-'J':r" @ .H"OODO! 1100 o ..."rt-[ tslO o : ~:oo. L 1-112 @ a-II-HOC . ... DO L"loIIIIIot @........IIoDD- . ... DO r.lIIIoIIIr;. ~ : ~,;~~ ,. .. lor IIII~ @ .. ,'..o-ec.. "41-'~ G: ~~n L' kI JoE €.. .11110'" . .-.; rc I.- ""'11 (!::, .J-t':!i.H" 1:11'. @ .fill 4~~""",'.:" . I.....' 0..,.O::lW[ M" @ . ....oo-rt r ..,." @ . ,'.n I. . =-'D=' I..tl'" @ . ....CK:ttC-.. ....l' 'I!IH 0.. :U-""IP R I.ee L-I''l!l @: I::.~U .. 'tl'.. (}; II "~-4C o~ . .t II::: r:':.. -..... 00 '-' Il' ..- CC L UU . 'De.JII. " I'POOC I.~ 'I. .. o IT"'T[ l)I' C:~I"o-.." Ii.OI"E ...MtI ...&1......H 1101'.'"'' !-..s O. I'" (!) C'.Y M 'MOV''''41~ 01l.1l:1 .t. f'.. ._[1 IAUlllElIT JU' O' "' ~ ()J -f'::/- j -0 ~ ...... ~.- N".. D 0 ,-"", - .... 0 "" ..., ",,,"Ie s(... ID lOuT_IE". C:"1I110IW,.. III'~ ca......'" r.l:I'I:_I:III' .,. O. It,. o elf. or ,.~...h'll:D 0...:1; .....,e:. "IIfCl ....l'l..,-1E1I 11":l1li:.'[111- @ tiT" Do1 ,...OIJ....O ....,...:, CI\,III'I:... . "LD', .....r.I..,. ..,. O. ..1 @ Tltl.-E u..........cl.,..U.T c..II........ .....,T.,..' 11.1. .......'[...- ......ClI! U. -"E'P.l.ItED .,. Gtel., II' TPlDWIII"G Oa" .... -I [....111...1..; 111'.110'" \ "'01 " ""Ie.... D"..," ""IIw"lII"1l1 Oltllt,CIl"I' I-IJfiC . .. . . . . : PARCEL MAP LD-428 THE CITY OF THOUSAND OAKS OF VENTURA. STATE OF CALIFORNIA THOSE PORTIONS OF LOTS 1,2,21 AND 22,SUBDIVISION NO 11, COMEJO ItANCH, IN THE CITY OF THOUSAND OAKS, COUNTY OF VENTUR", STIoTE OF CALIFORNIA, AS PER M"P RECORDED IN lOOK 8, PAGE (18 OF MAPS. IN THE OFFICE OF THE COU"ITY RECORDER OF SAID COUNTY MARCH 1180 ~ .., j: ~, I: ~' IN COUNTY .... ...ac'ao- .allOGO L.,..n A......... ..11000 ~. ."4 [ I , , I , , I ~! : a: ; .WJ .....ClII _-----' I fL-.....uu ... _----- _-".....".....1, '''-:::a-:.~,,~ lLo-MM ..."U ~ _- - _- - I L-..... I :,i- -: _~----_...- l -- ........- .. -I'_ I 'i'. .....~tI"- 'II _---111 ......- _! _---....- : "\ ...!!~-~'---~_::~~------_"!_--~--\-~------ : ., ~n 0'1.....~t....-_.."--::::~....- -----...---.-~c:'l';O_.. .. ~ ~.:: · '!':~-'il\iiiiP9-- _----- tr------r-----n~ ' ....t ,p: ~--- ..",_.. ___...- .-: ....___"! -----';.f ~ ,,",1' Of! ....... 0Mt · " ......_--;irC--- __ ---- .0-00-00 I 14.00 "--7" -_"'0000.. -J: ~ ....T..III1' _w_ tUll".' I.... --I.. -......:~:...:~----- ....GO. .-00 . .ltI ,}:l MI..I 1M i~ .. r--. -- .$._ --...-...- ...DeWI .DCf e: :! I' . 'l \--~ '" -l : }1! /.... oR \ \ lIlT... .. 'hiIIMPM_..... ~.: C-1"-'1 .. "~IIIO 0I.1l:I i = ;J. ~ \ ."1[. ub ....,...,,... :: ..,..111 ....... .uTI:..TlIII ....~ J \ ... ..,t.., 1111 I ...1.....' , \ 'I. 1!:: , f '.. \ PARCEL. -AM i: : I . ... '\ ... I.HAC 'I I. '...,.."'"....... \ '\. -:, :'s, 4' ~;,. -;. \. i!. J.' ... .I -', \ . _......9 ..... 4 !f t!"'" ". '1: "'f1~(~!~ -,~ ... \. ...all'D-'' .I..DO .... .",f-" UI .... II"" '. ' ~ ; ~' 0 ) " '.. .""0CI'Do. .DO .~ V:..I',.1 ......J'...~ '/'1 . .. "\. .O.OO'OC"" 10.. "-,, ,/ /';.-:... ......1, '... ...y., ..~... '.... \. \. ';"... ,.,~~ ..../"<.;.... ~...... ~-"'H It ", '\, _" .. "'-aoOCl .. 'I....~... "&,.. .fi.. ,;.. 11.'00(1 _ CD .,"''1'" ,"' L.t-(l..... ......."~ I: \0",1 ~..;,.. --- * M"OCI 00 . }o In.., ~......?... ,''''/' .."; _41. ...,.~Itd'. ..,. ~\" "~-'\.~~~--.~itii.id;--- -----~ill..- --- ...... ......t...... .. J' J&...'"' ....... II' ... -- ......... ,/ -'l; .... ..........T'DI.. .... *iO"OO'Do r .oa - ......,....... ... _I tT ~ A,ge.ToU _~I. '\.... '\\. (:11",. If 'hIDUS&IrD DAd ~'...... ......'j:......." I:- ,. ".JXl "', ."Tf. .. ....',,:....1'-[. ).. , "-'IDe. \.. \ ,....' .#~ ...' .I~ \ '... ~~~...~/;, , , ~ -. . 1\".'" '\ \ PARCEL .C. < or.,,,.. "." \ \ Ill. _n a ~Jt. ......... "j" \\ \/~ \,\\ ........ ~..;:;........- \ , . ."DC Q ~ \ \. - .-n-IN.q.. L'II'I z. ~ .:J~ \ ,~ '1.I.8c .....!' ..:v- ~ ...-04... . ... tit, ,,~~.-;. lI' " PARdE L 91' , a.~..C ~ \ :,. ~.. 11 \ -J :: f'\ j ..'.......""'. .. ~:::~ \ ~( \ Cl 1 an . .....'00" ..Il1000 ,...u , ~ a ~ i ..~.e.oo 00. hlOOO .......... "..1'.111' .""'00 'L,11Q1:40 ""M".oo" ..BDO L.UIT ~:::::I, Oou..." '.. ...-.....-I'IIr"".. .. ~ - · . oJANSS "~.h ........J. ~-~.a.. ,I H... .. :' -4c~~---+=- ROAD / ..,~ ~::;~~ COvtth : ~.p"."'.'IT .... ' .....----- :1 ~ .JI J ~I : ~ ~ -f::J- :.~ -0 s: .tALI a ... a "SIS O' IEARI Nil h. MClufIQ oi iii e3'"0I 4::1" w ...... tM ...,,.'11... If ",...... 111"111 ~ Hi... ItJt ~1I'h CDIII.'. M' 1fM",..tfI. n1C9rllletl .. .. 4010 ...,. .. ., MQ .. DotticlDI ....ta'.. _.. .utl ... 1M AciltoCt Ot ...-r.... '.~ "I, .... - .... 'H' .. . "(PARED n Cc.", .. TIliIlU'ICI'" 0... [...IIIIII.rl.... DIII.I~ .._' 10. . "1IIcr..' tIo-." ,....... OlIn -C.~~ II'SO , '" .. tv lie. ""'t1IC In~. . . . . EXCLUSIONS FROM COVERAGE The followmg matters are expressly excluded from the coverage of this polIcy and the Company will not pay loss or damage. co~ts. attorneys' fees or expenses which arise by reason of (a) Any law, ordmance or governmental regulation (including but not limited to bUilding and ZOning laws, ordmances. or regulations) restricting, regulating. prohibiting or relatmg to (I) the occupancy, use, or enloyment of the land, (II) the cha r- acter, dimenSions or location of any Improvement now or hereafter erected on the land, (III) a separation In ownership or a change m the dimenSions or area ofthe land oranyparcel Of which the land IS orwas a part, or(lv) environmental protec- tIOn, orthe effect of any violatIon ofthese laws. ordinances or governmental regulations, except to the extent that a notICe of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exerCise thereof or a notice of a defect, hen or encumbrance resulting from a violation oralleged violation affecting the land has been recorded In the public records at Date of Polley 2 Rights of emment domain unless notice of the exercise thereof has been recorded In the pubhc records at Date of PoliCy, but not excluding from coverage any taking which has occurred pnor to Date of Policy which would be binding on the fights of a purchaserfor value Without knowledge 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, not recorded Inthe public records at Date of Policy, but knowntothe Insured claimant and not disclosed tn writing to the Company by the Insured claimant pnor to the date the Insured claimant became an Insured under thiS polley; (e) resulting In no loss or damage to the Insured claimant, (d) attaching or created subsequent to Date of Policy; or (e) resulting m loss or damage which would not have been sustained If the Insured claimant had paid value for the estate or Interest Insured by thiS policy DEFINITION OF TEAMS The follOWing terms w"'en used ,n this policy mean lel . Insured" the Insured nemed In Sch edule A. and, subject to any nghts or defenses the Company would have had agalnsl the named insured, those who succeed 10 the Interest ofthe named Insured by operal.on of law as dIstinguIshed from purchese inCluding, but not limited to, heirs, dlstnbutees,' deVIsees survivors. personal representallves. next of l<'~, or corllorale 0' tld uClary successors. (bl "Insured claImant" an insured claimIng loss or damage (c) "knowledge"or"known" actual knowledge, not constructive knowledge or notice which may be Imp uted to an Insured by reason of the pubhc records as lIetlned In thiS poliCy or any ottle' records which Impart constructive notIce 01 matters affecting the land (dl "land Ihe land deSCribed or referred to "' Schedule (A). and improvements affixed thereto wh ich by law constitute real property The term' land" does not Include any props rty beyond the lines of the area descrt bed 0' referred to in Sched ule (AI. nor a ny nght title, Inlerest estate or easemenl in abutting streels roads. avenues, alleys. lanes. ways or water ways but nothing herein shall modify or limit the exlenl to whIch a right 01 access to and from Ihe land IS ITIsured by th,s pohcy (e} "mortgage'. mortgage. deed of trust, trust deed, or other secunty Instrument (f) "publtc records" records estabhshed under stale stl.tl.ltes at Dale of Poltcy for the purpose of 1m pa rti ng constructive nohclI of matte rs relating to real property to purchasers tor value and Wilhout knowledge WIth respecl to Section , ra)(lv) of the ExclUSions From Coverage' publiC records" shali also InCludE! envlronmenlal protection hens filed In the records 01 the clerk ot the U nlled States dIstrict court for the district In whIch the land IS located (g) "unmarketab.hty of the title" a n alleged or apparent matter affecl'ng the Iltle 10 the land, not CONDITIONS AND STIPULATIONS excluded or excepled from coverage which would entitle a purchaser of the estate 0 r I nte rest deSCribed In Schedule A to be released from the oblIgation to purchase by virtue of a contractual condition requir- Ing the delivery of marketable title 2 CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of thIS pohcy shall conl1nue in torce as of Date ot POliCY in favor of an Insured only 80 long asthe Insured retall'lsan estateormteresll1'l the land or holds an Indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long es the Insured shall have liabIlity by reason of covenants of warranty made by the Insured In any transfer or conveyance of the estate or mleresl ThIS poliCY shall not cont, n ue In torce In favor of any purchaser from the Insured of either (I) an estate or Interest on the land or (II. an Indebledness secured by a purchase money mort- gage given to IIle insUre<L 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly In wntlng (I) In case of any Mlgat,on as set forth on Sec- tion 4(a) below, (m In case knowledge shall come to an insured hereunder ot anyelalm 01 tItle or Interest wh Ich IS adverse to the t,tle to the estate or ",teres~ as insured. and which mIght cause loss ordamage for which the Company may be hable by Vlrtue of thiS POliCY, or (,ill If title 10 the estate or Interest. as II'lsured.IS rejBcted as unmarlletable If prompl notice shall not be given to the Company. then as to the Insured all liability of the Company shall termlnale With regard to the matte r or matters for which promp' notIce IS reqUIred. prOVIded, however. thal faIlure 10 notIfy the Company shall In no case preJudice the rights of any Insured under th,s policy unless the Company shall be preJud,cec by the failure and then only to the extenl of the prejudice 4 DEFENSE AND PROSECUTION OF ACTIONS. DUTY OF INSURED CLAIMANT TO COOPERATE (a] Upon written request by the Insured anG sl.lbJecttolhe optIons contained In Section 6 ot Ihese Conditions and SltpUlallons, the Company at ItS owr cost and w,lhout unreasonable delay, shall prOVide forthe defense of an Insl.lred In I.tlgatlon In whlct> a"~' third party asserts a cla'm adverse to the tlfle 0' ,nterest as insured but only as to those slated causes of aChon alleging a defect lien 0' encufl'- brance or olher matter ,"sured against by thiS poitcy The Com pany shall have the nghtto selecl counsel of its chOice (subject to the fight of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action and shall not be liable for end Will f1o1 pay Ih e fees 01 any othercoun set n',e Company Will not pay any fees, costs Or expenses inCurred by the insured In the defense 01 Ihose causes of achon which allege metters not ,nsured agamst by thiS pohcy (b) The Company shal' have the nght at ItS own cost. to mstltute and prosecute any actlor' or pro- ceed.ng or to do any other act which m ItS oplnlor maybe necessary or desirable loestabltsh the tltle'o the estata or mteres:' as insured or 10 prevent 0' reduce loss or damage tothe Insured The COl"1par, may take any appropnate action under Ihe terms 0' thiS policy whett>eror notftshall be hable hereuf'de' and shall not thereby concede habll>ty or waive ar, prOVISIon of thiS pohcy If the Company shall exercise Its nghts under thiS paragraph. It 5"'e;' do so diligently (c) Whenever the Company shall have brou!;r' en achon ormlerposed a defense as reQul'ed or per mlltec by the provIsions ot th,s poliCY. the Compary may pl.lrsue any Ittlgatlon to flna' determmatlon by a court of compete'l! JUTlSdlctlon and express'y reserves the fight In liS sole discretion, to appeal from any adverse ludgment or order (d) In all cases where th,s poliCY pe'mlts or requITes the Company to prosecute or prov'de lor l"1e (contmued on inSIde back cover) . oefense Of a'1Y action or proceeding, the II'Isured shall secure to the Company the nght to so prosecute or provIde dele nse In the actIon or proceed Ing and all appeals Ihere,n, and permll the Company to use. a'lts option the 'lamB Ofth e Insured fort hIs purpose Whenever reQuested by the Company Ihe Insured, at the Company's expense. shall gnle Ihe Company all reasonable aid (I) In any action or proceedll'lQ, secu r- Ing eVIdence obtaInIng Witnesses, prosecuting or defendll'lg the action or proceeding Or eHechng set- tlement and (ulm any other lawful act whIch 11'1 the opln'on of the Company may be necessary or deslr able to establish the Iltle 10 the estate or interest as Insured II the Company IS preJud,ced by the failure of the msured 10 furnish the reqUired cooperatIon, the Company's Obligations to the insured under the poliCY shall lermlnate, II'Icludlng any hablhty or obi Igatlo" to defend prosecute or contll'l ue any IIt,gat.on. Wlth regard tothe matterorma1ters reQUIr Ing such cooperat.on . 5 PROOF OF LOSS OR DAMAGE 11'1 additIon to and after the nohces required under Sectlon:3 Of these CondItions and Slipulatlons have been p'ovlded the Company. a proal of loss or damage Signed and sworn to by the Insured cla.mant shall be furnished to Ihe Company wlthll'l 90 days afler the Insured claImant shall ascertaIn Ihe lacts gIVIng rose to the loss or damage The proof of loss or damage shall descnbe the defect In, or lien or encumbrance on the tltle or olher matter II'Isured against by Ih.s pol,ey wh,ch constitutes the bas.s 01 loss or damage and shali slale, to the extent pOSSible. Ihe baSIS 01 calculating Ihe amount of the loss or damage If the Company IS prejudiced by the failure of the Insured clalmanl to prOVIde the reqUired proof of loss or damage. the Company's obllgatlon5 to the II'Isured under the poliCY shall lermll'late. including any liability Or obligatoon to defand prosecule, or con" tll'lue any I.t,gat,on With regard to the matter or mat te's reqUiring such p'oof of loss or damage In addItion. the II'Isured clalmanl may reasonably be reqUired to submll to axamll'latlon under oath by any aulhor,zed representative ot the Company and shall produce lor examll'latlon.ll'lspectlon and coPy Ing at such reasonable times and places as may be deSignated by any aulhorlzed representative of the Company. all records. bookS ledgers. Checks. cor- respondence and memoranda whether bearing a date before or after Date 01 PoliCy, which reasonably pertall'llothalossordamage FurtheLlfreQuestedby . any authOrized representatIve of the Company the II'Isured claimant shall grant lIs permiSSIon, In Writing for any authoflzed representative of the Company to examIne, Inspect and copy all records, books ledgers checks. correspondence and memoranda In the custody or control 01 a third party, whIch reasonabl y perta 11'1 to the loss 0 r da mage AU, nlorma- tlon deSIgnated as confidential by Ihe II'Isured claImant prOVided 10 the Company pursuant 10 Ihls SectIon shall notbed,sclosedtoothers unless. 11'1 the reasonable ,udgmentofthe Company, It IS necessary 11'1 the admm.stratlon of the claim FaIlure of the msured Cla,mant to submit for examination under oath produce other reasonably requested 'nforma tlon or grant permiSSion 10 secure reasonably necessary lI'Iformatlon from third parties as requIred In this paragraph unless prohibIted by law or govern mental regulation. shallterrl'llnate any liabIlity oflhe Company under Ih,s polICY as to Ihal claIm . 6 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS, TERMINATION OF LIABILITY In case of a claIm underth,s polICY the Company shall have the followmg additional options (al To Pay Or Tender Payment 01 the Amounl of Insurance To payor tender payment of the amount 01 II'Isurance under thIS oollcy together With a"y cos's attorne ys'lees and expense s Inc urred by the Ins ured clalmanl wh'ch were authOrized by the Company up to the tIme of payment or tender of payment and which the Company IS obligated to pay Upon Ihe exe'clse by the Company of th.s OptIC", al' liability and obligations to the Insured under th's poliCy other than to make tne oayme." reqUired shal' termll'late, lI'Ioludlng a'1Y liability or obl'gallon 10 CONDtTIONb AND STIP'_ILAiIO."S (cont,n'led Iram mSlde'lront cover) defend, prosecule, orcontll'lue anyhl.gatlon, and the pohcy shall be surrendered to the Company for cancellation (b) To Payor Otherwise Settle With Parties Other than the Insured or W,lh the In5ured ClaImant (I) to payor otherwise senle Wllh other partIes for or In the name of an Insured cla,mant any claIm II'Isured a9amst underthlspollcy, together With any costs attorneys' fees and expenses II'Icurred by the Insured claImant whIch were aulhonzed by the Company up to the t,me of payment and whIch the Company IS obligated to pay. or (II) to payor otherwise settle wllh the Insured claimant the loss or damage prOVided for under thIS poliCY, logether With any costs. attorneys' fees and expen511S Incurred by the insured claimant whIch were aulhoflzed by the Company up to the tIme of paymenl end WhIch the Company IS obligated to pay Upon the exe rcise by the Company of either of the optIons prOVided for In paragraphs (b)(l) or (II). the Company's obligatIons to the Insured under thiS polICy for Ihe claImed loss or damage, other than the payments reQLIlred 10 be made, shall termInate, including any lIablllly or obligation to delend, pro- secute or continue any lItigation 7 DETERMINATION. EXTENT OF LIABILITY AND COINSURANCE ThIS poliCY IS a contract of indemn'ty agalnsl actual monelary loss or damage sustall'led Orlncurred by the insured claImant who has suffered loss or damage by reason of matters Insured agall'lsl by thiS poliCY and o'lly 10 the exlent herein deSCribed (a) The lIabll;ty 01 the Company under thIS poliCy shall not exceed the least 01 (I) Ihe Amount 01 Insurance staled in Schedule A. or (n' the dlfference between the value of the Insured estate or II'Iteresl as Insured and the value 01 the II'Isured estale or mteresl subject to the defect hen or encumbrance II'Isured agalns' by thiS policy (b) In the eve nlthe Amount of Insurance stated m$cheduleA at the Date of Policy IS less than80 per cent of the val...e of Ihe msured estate or II'Iterest or the 1ull conSideration paId for Ihe land, whlchever.s less, or If subsBQuent 10 the Date of Pohcyan Improve ment IS erected on the land which Increases the value 01 the Insured estate or Interesl by at least 20 percent over Ihe Amount of Insurance staled 11'1 Schedule A then thiS POliCY is subject to the 101l0wlng (i} where no sulleeQuenl Improvement has been made, as to any partIal loss. Ihe Company 5ha II only pay the loss pro rala 11'1 Ihe proportIon that the amount 01 mSurance at Date 01 PoliCy bears to the tolal wlue of the Insured estate oTOnlerest al Dale of PoliCY: or (II) where a subsequent improvement has been made. as to any partJalloss. the Company sha II only pay the loss pro rata In the proportion thaI 120 perce nt of the Amounl 01 Insurance stated 11'1 SchedUle A bears to the sLIm of the Amount o' Insurance stated m Schedule A and the amount expended for the Improveme nt The prOVISIons 01 thIS paragraph shall not apply to costs attorneys' fees and expenses for which the Company.s liable under thIS poliCY and shall only applytothatportlon 01 any loss which exceeds. In Ihe aggregate. to percent or the Amounl of Insuranc.. staled In Schedule A (cl The Company WIll pay only those c051s. atlorneys lees and expenses lI'Icurred III eccor dance Wllh Section 4 of Ihese Condlllons and StiPulations 8 APPORTIONMENT II the land deSCribed In Schedule (AI conslsto of two or mOre parcels whIch ar.. no' used as a Sl"g'e 811e a nd a loss IS estaolished affecting one or", ore 0' the parcels bL:t notall the lOSS shall be compuledancl settled on a p'o rala baSIS as If the amour." of ,"sura nee under IriS pollcy wasd,vldea pro rata as to the value on Dale ot PoliCy of each separate pa"cellO the whole exclUSive of al'Y Imp'ove'flenls t"1sde S"':3 secuentto Date 01 POliCY u'1less a IIab,l,ty or .2'ue has olherwlse been agreed upo., asloesch pa.cel ~y the Company arlt. the II'Isured at the tIme Of the issuance of thiS policy and shown by an express atatement or by an endorsemenl attached 10 thiS poliCY 9 LIMITATION OF LIABILITY (a) If the Company establishes the title or removes the alleoed defect, hen or encumbrance 0 r cures the lack of a rlghl 01 access to or from the la r.c or cures the claim of unmark.elabillty 01 tItle all as Insured, In a reasonably diligent manner by a'lY melhod, mcludll'lg I,..gatton and the completion of any appeals therefrom, .1 Shall have fully performed its obligations with respect to Ihat maller and shall not be lIable for any loss or damage caused thereby (b) In the evenl of IIny IItlgallon, Includ I ng II'lg a tlon by the Compa"y or With Ihe Company's conseN, the Company shall have no liability tor loss or damage untIl there has been a final determmatlo'1 by a court of competent JUriSdictIon, and dlsposltlOf' c' 1111 appeals therefrom, adverse to the tiUeas Insured (el The Company ahall not be "able for loss or damage to any insured for habihty voluntarily aSS'Jmed by the Insured In setlling aFlycla,m or SUIt wlthoutthe prior written consent of Ihe Company 10 REDUCTION OF INSURANCE, REDUCTION OR TERMINATION OF LIABILITY All payments under Ihls policy, except payments made for costs. attorneys' fees and expenses. sha Ii reduce the amount of the Insurance prO tanlO 11 LIABILITY NONCUMULATIVE It IS eJqJressly understood thaI the amouI't of II'Isurance under thIS pohcy shall be reduced by any amount Ihe Company may pay under any policy Insunng a mortgage hereafter executed by the Insured or assumed or agreed to by the II'Isured and whIch IS a charge or lien on the estate or I nteresf des cnbed or re1erred to In Schedu1e A. and Ihe amount so paid shall be deemed a paymenl under thIS policy to the Insured owner 12 PAYMENT OF LOSS (al No payment shall be made without produc ing thiS policy for endorsement of the paymenl un less the poliCY has been lost or destroyed In which case proof of loss or destructlon shall be furl'llshed to the satIsfactIon of the Company (bl When liability and Ihe extenl of loss or damage has been dehnl tell' Ilxed m accordance w'tr these Conditions and StipulatIOns. the 105S or damag e shall be payable w,lh,n 30 days thereafter 13 SUBROGATION UPON PAYMENT OR SETTLEMENT (a) The Company'. Right of SubrogatIon Whenever the Company shall have seWed a.,d paid a claim underlhls POIoCY, all rig hI of subrogatlo" shall veslln the Company unaffected by any aCI o' the msured clalma I'll The Company shall be subrogaled 10 and be ef' titled to all nghts and remedies which the II'Isured clal mant wou Id have had agal.,st any pe 'so 1'1 or prop erty In respect to the clal m had th IS policy 1'101 bee ~ Issued If requested by the Company. the Insured claimant shall transfer to the Company all fights and remedIes agall'lst any person or property "ecessary In order to perfact thIS rlgh' of subrogation The Insured claImant shall perm II the Company 10 sue compromIse or seWe In the name 01 the Insuree clal mant and to use th e na me of the Insured cia I 'fIa n" 11'1 any transachon or litigation .nvolvlng these "g ~'s or remedIes If a paymenl on account of a claim does I'ot ful y cover the loss o' the II'Isured claImant. the Compal'Y shall be subrogated 10 these fights and 'emed'es " the prcportlon which the Company's payme.,t bea's to Ihe whole amount of the loSS If loss ShOUld resul1 Irom any act of :he II'Scree clalma.,t as sta'ed above Ihal act shar- not ...o.d 1'1'5 pO'lcy but the Compal'Y 'n that e'_e.,t s~al be reQUired to pay only that part of a'lY losses IrSliree agal'lsl bylh,s policyw~lch shall exceed l'le a,-oJ"t (con:''lued or. back: .It 8~" lost to the Company by reason of the impair- the Insured claImant of the Company's rIght ahon (b) The Company's Rights Against Non- Insured Obligors The Company's right of subrogation agamst non-Insured oblrgors shell exist and shall mclude, without limitatIon. Ihe rights of Ihe rnsured to rndem mites. guaranhes, other poliCies 01 Insurance or bonds, notwithstandIng any terms orcond'tlonscon- talned 10 those rnstruments which provIde lor sub- rogation rights by reason 01 thiS poliCy 14 ARBITRATION Unless prohibIted by applicable law, either the Companyorthe Insured may demand arbitration pur- suant to the TItle Insurance ArbitratIon Rules 01 the American ArbItration Association. Arbitrable matters may Include. but are not lImited to, any controversy or claim between the Company and the Insured anslng out 01 or relallng to thiS pohcy, any service 01 the Company in connection With Its issuance or the breaCh Of a poliCY prOVISion or other obltgatlon All arbitrable matters when the Amount of Insurance IS $1.000,000 or less shall be arbitrated at the ophon 01 either the Company orthe Insured All arbItrable mat. ters when the Amount of Insurance IS tn excess 01 $1,000.000 shall be arbJtrated only when agreed to by both the Company and the rnsured Arbitration pursuanlto thiS poliCy and under Ihe Rules In effect on the date the demand for arbitration IS nade or. at . . CONDITIONS-AND STIPULATlrJt'~v (contlllued Irem InSide back cover) the option ofthe Insured, the Rules In effect atOate of POlicy shall be binding upon the parties. The award may mclude attorneys' fees only il the laws or the state In whIch the land IS located permit a court to award attorneys' lees to a prevailing party Judgment upon the award rendered by the Arbltrator(s) may be entered m any court haVing Junsdictlon thereof The law of the SItus of the land shall apply to an arbitration underthe TItle Insurance ATbltrabon Rules. A copy of the Rules may be obtamed from the Company upon request 15 L1ABI LITY L1M ITED TO THIS POLICY, POLICY ENTIRE CONTRACT (a) ThiS policy together with all endorsements, if any. attached hereto by the Company IS the enhre policy and contract between the msured and the Company In interpretrngany prOVISion olthls pollcy, thIS pohcy shall be construed as a whole (b) Anyclalm of loss or damage, whether or not based on negllgence. and which anses out 01 the status of the htle 10 the estate or mterest Covered hereby or by any actIon esse rtlng such claim, shall be restricted to thiS policy (c) No amendment of or endorsement to thiS POlICY can be made except by a wntmg endorsed hereon or attached hereto slg ned by either the Pre SI- dent a V,ce PreSident the Secretary. an ASSistant Secretary. or validatIng officer or authorIzed signatory of the Company 16 SEVERABILITY. In the event any proviSion of the policy IS held invalid or unenforceable under applicable law, the policy shall be deemed not to Include that provls~On and all other proVISIons shall remaIn rn full force and effect 17 NOTICES, WHERE SENT All notices reQuired to be given the Company and any stateme nt in wrrtl ng requrred to be furnIshed th e Company shall include the number otthls poliCY and shall be addressed to the Companyal114 East Flf'to Street, Santa Ana, Callforma 92701, or to the office which Issued thiS policy ..... '" r . .' .- .. '. , , ~ :1 I; ,I j; :1 ..... 11-... .15-" ~;. --! -~ ,~.f -, I" , , ~ ,I - ~... .'. , . ....... .." lot.".. .1,; ~..' . .... ~...... . - . ... ,~ """ .- .. . .......~. . .~C .,"~ ....... "" . ,. . - . \ ,- ~ , ..' =- .1 ,- ..~ . . .'.... ,': ....... .. -,. . . ~ '~ .. .' ~ . , t" ........ "- . ...... " .-.... ...'. ..-!.....C ~ ~., '== .rl' .~.. I - , .'~ i- f I - . .,j!. -:: " .... ,. ---:=1=1,,:. II ~.. oIlW . 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