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 D Page 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
. ",'" ...oe ."'1
-..
, .,
,
:.~
c
..... :~
..... .;':~
......... .....)
,;" r ..._~ .~
",'" ~'I"
",.- .. """ ...
"
...... c
(
I
,- "-
.-- ~
, _.1
~
. .
-
~.: .
- .,.
~.~ ~ :1:...
.,,,;.- - .
-..-. ~.
~
, ..
'VI
- .
.... -: ,
. ...... ."
rI'-.:.~: .:'-:
.~., '. .
-
:......:.i. .... :' .. '.. ......r ;~i': -....... ....~~j;; ... .,~... .7 ~jf] '!I.".')f'l '~':~'''' -... .~/~~-tP_-
. ;;~., ....' '",:, ~ ~~l.;.,. , c' '...;...-.' ~ ~. ~ ~=.,:f ~ ? :.~ ~'" ..... f....~. '-.,; ~.'" -or~.
.... ~ ,,_ - :~.. >-. ~~ .... ~ I.. , Z ...........~ .1'.- ~ -~ ~.. .. ~,. ~.I'~" r . ,..
t. ..... ,4.' .~, .rf""' I~ '.~~. '-t... ,. ....' ~1- ,,-( .I~'.,:: ~.
" .1. ~, -'-~ ..0, '. y~ 'l ~"!.:. y ".' ,",ot,,, :L1l. -.! ~, '.".y .,':;. ~ .. ~) ,~
,:} -:,:.} ~
~. "'III. ('v -~~./" .
lrf~.. - r .. .:'" :f:.
".I:\\...:::.ii - :-..~'" to
........~';~"i__
--..- "\ .. ..... ..
'. ~~ .
.~.~
~, :-,-" ......1.:"s
: r~l~"
~~-~
=~.~e
~. Ut."~
~;.
. ..,..-
I
:II
-<
."
55
..
-4
Z
-4
III
:II
'"
e~
tD
~
:z
"
o
."
o
)>
..
;;
o
:II
Z
~ :;
...,
2
'"
i'
~
~ ~i
z .....c-
~ !~;;;
~ ~ ;.--
[ ~ ~!f
_ c.::>rr
a :!; c_ (."1
- ~g~~
- ~~ ~
- !~ E
+ ~~~
E ~ ~~
! Hi
~- ~ i:
~ ::T~_
~; T
" -
c ~ ~~
[ --
~ ~i~
; 5 ~~
~ ~~ ~
; 3";:
~ :~~
So i ~ ~
~ i ~~
~ :!~
~ ~ L~
_ ~... "i
=,C;:J:
01::-::::'
- ~~~
~ ~~~
C t:a ('"'-
ii
5~
:J~ ~ =.
~~~~
un
~f:i
c.-::'3~
~~:t
_"";: :'"1
UH
~~ ~;
;~~~
~f~~
Hi
~"'-
.:;::1:"
~
a
,
i
o
.
<
<
<
.
0-
r
;::.-0.....3 = -~~ --co
::!
o
<:;:
;;:q:
;Om
~~
~~
T=
g=
j;!~
j~
~;
s:
"'~
~~
;--0
;;~
!";:;
,,,
=~
~.::::
"iii
::!~
~o
-m
~~
~=i
-";
~~
::I::;"
,,-
~~~~~~~~~~Ii
, ~~"'.I~I
3:i:5t~ 3
'"
~~
. 3
!~
:;j::: ~;:r~1 -
:s::~~; ~ =-~
~c,____jil~ H
~~~~~~il~l H
I ;,;
!f 1~
--- -j .3~
>1c-.,~.-",_.,~ - :.~_:
~:~~::~~;;'ol~ -~
O::'C:l:;~o!;:=:,..,a:~ ~ ~~
~!
J- ~~.~ ~
ggg~~gg~g~ i: - ~
~.
:;:a.;:':
i~
~~~~~~~~~~I~ [~.
ig
J}. I ~~
f~
~~
"Or
~~
~'"
0;
IJj
""Ir.:
I'~ ~
> f ~~
<:
T
~ _ _ _ _ _ _ _ _ _ _ if
~ x8P8<<x8g~"
"' g88E88E88~1~
~ f'1
~
~
~ 38 ~ 8E~8 ~ ~It
I ~' ! I : '
;:ili
li!I!!!:-
, . iil!1
'P I'!!!!I!!II!'" 111!ml!!
iJJ 1'-. _i:,!! _; _I! <
z"!. I1I1I
li!i. ",i I -.
'~i;;i,;,iijj Ii" '.' JiI!~I!!
> ,i" "! ,il!1 @.
,~ I 'i! . .... 'iI' III
>,i" ii,'. f"1
7' I :j-'II!I!!r.
.~ .,1 !1;,;I.I.'.."..'I!..I'i,Q.II,1
'gi,i:!I,ilii ~
Ii i, i i; i' I! I! . z.,
r~... , '111: ", ,;ilm..!'1I
.. "!I,". .ill tXJ
::ill ,/:lJ!!',
I II ! ! i i ; i I : ! Ii! !!. , . .! II ! i I ! ! I I
. . 1'1. Ii, Ii 11111I ! ' .
I ;1'.. . I .'1
'!lill'I,111 ...", !.!llli!"
, ; , Ii! rll Ii! If i 1 J J I .
!1'lli!'!!;!11 I, . )IIIII!III
. il!I!II;d!!I,' ..
II ... 'I . . 1111, . , , ! '1'1 I 'I I '1 i
: - ! i i i ! I ! ! J . ! I , -! ~ , - II ~ - :
.. . Illil,,'illllil .
! II ; Ii ! ! i j Ii!" ! ! i'. i j ! i I i J ! ! !
"iiiiii;i;:;lilil';iii:iiiiilrili!!iiJI!
I ; I . '.'.' ' I!; j"'!! i i i III i I ! i! ! i ! i!
i',i!1 ",;;!i;1
i!:1
i ~
! ! i i I ;i ,i i !
._,iil! -,;-
;-,! L'I: '
~ i I ! ~ ' :
1_-.
'iil
:- I
ii!!;i!:!ii
! i ! iii' ' ; , i I
!ii:!
'-
~;;
iil.I.I'II!I!
,..1,.
I i I ! ,j i ! . : .
.. !Ii!iii!!!!
! ' ; ; : i i i ! II i '
, I I I I' I " .; , I " II i. II
'1ljillill ! .. !! !I! "
. . ili!i,'iil!i!!!i, "
! I! I; i j q!!!! . ! II .,,J! II Ji!!! II
. i!!,' .li!!iil!11 .. ,
j; '; i : ; i'l Jill . ., i i ! , Ii J ' ! ) I
~' . il!I!"lillllllir," ,I
li'i::i;iU '!'... fI/ifil'/I'
"ii, j;lllilli' .'
j III : ' , " ! . , I11I i 1 r i I r i i If/
I ~ i ! ~ i I I _j i .. :
. Iliili!!il!
I I!: l I ! i ~ ; !
'i!'i!iii!ili,iiil'II!
"I-
, ..
~ ! i ! i i i ~ ! I ~ :
i.
i i : ~ i ! ! ~ i i !
:,::!
III
,!'I":
!I:- :i!ii!iii!I!1
, , ' ' i : ! I , ! ; i ~ i I 1'1' II i i ! ! I
" ;'i;i1iil!!ill]iiii;!
i.:!!
; ! i ~ ! I ; i ,
- i I : i ~
i!i;
!-
: ,! i , ~ I ; j .! ~
~ ~ : i ! I : ~ ! ~ ! ! ! !
I!!
I ! ~
If,
; ! = ; I i ~
;;
~
-;Ii
Ilii:'
,
~
.
! ~ ! ~ . ~ I
Ii i ! ; .
:!!i
,Iii!
I
~..
: ~I
:,+1
-: .JI.
f3J"f..'1
If,/ ~'~1
1'/ :;.:
-4 .-
-k'""- ')"., .
!'-~~;''' I
.""", ,,'"';i..~- ,
~ :;: ~..y,~-j
. ....... .."=
.. ~~ J.~"'
.>-.
;~.r~~,
~. ~
., . ~~-~
:---1 ..~
:.. ~;f~
1",__, ~,;
.. ~:t ~\
., ~~:":
Ii 10'.
~'" JI''''~
I ~ ; fi,(.,~
7" La;~1
-/ ,<.f~' ..
- -~"" IS
'.
u. ~
~I" .:r-
-.".
. .
'z
...,
J~
en
....
J:l
>
I;
o
m
(")0
~.,...
'""'....
u:llm
"'0
::u
o
~... ' ,...
-I
COlm
Ol
U1
Q
-
<D
(II
o
-
~-
o ~ (")
1> i" X> ...~/~.
C;' m!:
'TI 9' < 'T1
0:
o ,,1;~ 00
::0 O(ll~ ::zJm
Z 3.ll:~ a::a
:; l>> ~ (II )>....
~o< -
o G13~ O'TI
.. CD 0 -
=i_ ro,::I 'tl :::j (")
ai'GtQ~-;bo
m ..C"(Om
U) ~O g moo-l
Q/a"1lI'" m
'TI " it ..... 'T1
Zo3:lE-OOZO
......0 ~;:!.m)>'T1
-Zi= 1Il!'l::zJZ"tl
o g-"-
(") l>>'<:ill.m01>
- 0000-:0
oZ Dl::l- Z.....
m G') ~ III ;.mG')-
.:D C.01ll 0
::! 0 "';0 0::0
I:!! 0 5' ~ ~ 0)>
O::zJ C"'~ ::0.....
:=;g Xl ~i ;go
m ~~~ Z
::c Q.. III ~ ::c
"tI )> -)>
I~ g ~ ~ ~
~Z (It Z
'-I
I~
.m
o
!.
:::;:
o
..
~
iii
~A
V.
~'
, ~
(")
c:
en
'1:l
--j
& .
l'lI.~"'_...
~~ .p-
. ~r ,
.'i~"III'"
-~
,,' ..:::;:..... ~
, ~I~~.~
.' '" ~
I7i " ,
, '1! ~
~~~.
. ~t,;,
" I..">.'!
h.~~
'~-:"'l'
l 14.'.
'\ ':'
.,
:,
~ I
.1
, ,
, I
, "
,'I
. I
. J
J ,I
-'..J'
- . .c:
"') < ~