HomeMy WebLinkAbout1991-09-24 - AGENDA REPORTS - REIMBURSEMENT AGMT LACTC (2)AGENDA REPORT
City Manager.Approval:
Item to be presented by:
Kwan Beilin
UNFINISHED,BUSINESS
DATE: September 24, 1991
SUBJECT: Approval of Reimbursement Agreement with the Los Angeles
County Transportation Commission to Acquire Bus Financing
DEPARTMENT: Finance X
BACKGROUND
At the September 10, 1991 City Council meeting, this item was continued due
to the need to have Los Angeles County Transportation Commission approve the
reimbursement -agreement. Staff presently has the agreement.
The Los Angeles County Transportation Commission contacted the City about
participating in a combined bus financing along with LACTC, the City of Los
Angeles, and the cities of Palmdale and Lancaster to acquire the 11 commuter
buses plus the 5 additional local buses approved by Council. There are
numerous benefits to the City by participating in this joint financing --
the main one being monetary. This combined financing would be rated, be a
larger bonded amount, would provide lower interest rates and, in the final
analysis, provide savings in costs of issuance to the City.
Submitted for Council review is the reimbursement.agreement between the City
and the LACTC and the lease agreement between the California Special
Districts Association (CSDA) and the LACTC.
RECOMMENDATION
That the City Council approve resolution #91— 141 authorizing the City
Manager to execute the reimbursement agreement between the City and the
LACTC and to approve the terms and conditions of the lease agreement between
CSDA and LACTC in substantially the form presented.
Attachments
J?Hr� OVER
'a Itemi.0
RESOLUTION NO. 91-141
A RESOLUTION OF THE CITY COUNCIL OF THE.CITY
OF SANTA CLARITA, CALIFORNIA; APPROVING,
AUTHORIZING AND -DIRECTING THE EXECUTION OF A
CERTAIN AGREEMENT WITH THE LOS ANGELES COUNTY
TRANSPORTATION COMMISSION AND AUTHORIZING
OTHER OFFICIAL ACTION IN CONNECTION WITH A
PLEDGE BY THE CITY OF ITS PROPOSITION A
MONEYS.
WHEREAS, the City of Santa Clarita, Los Angeles County, California
(the "City"), proposes to finance the acquisition of eleven (11) commuter
buses and five (5) local buses to be used for public transportation (the
"Project") by entering into a financing agreement with the Los Angeles
County Transportation Commission ("LACTC"); and
WHEREAS, the City has determined that it is in the best interests
and for the common benefit of the residents and landowners of the City that
the Project be acquired and financed with tax-exempt financing as follows:
(a) The acquisition of the Project shall be directed and supervised by
the City.and.LACTC on behalf of the CSDA Finance Corporation, a California
nonprofit public.benefit`corporation ("CSDA"), pursuant to a Reimbursement
Agreement (the "Reimbursement Agreement"), dated as of September 1, 1991,
by and between the City and LACTC and certain other financing documents by
and between LACTC and CSDA in connection with the execution and delivery of
certain Certificates of Participation, 1991 Series G; and.
(b) The City shall acquire the Project from LACTC pursuant to the
Reimbursement Agreement which provides for the reimbursement by the City of
lease payments made by LACTC to CSDA for the Project, representing
principal and tax-exempt interest components and having principal
components in the aggregate sum of not to exceed $4.500.000, and said
reimbursement shall be made by the City from the funds in the City's
Proposition A Fund subject to certain limitations.
NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of
Santa Clarita, California, as follows:
SECTION 1. The above recitals are all true and correct.
SECTION 2. The City hereby approves the Reimbursement Agreement
in substantially the form presented to the City at this meeting together
with any additions thereto.or changes therein as may be deemed necessary or
advisable and not adverse to the City, as shall be approved by the City
-
Manager and the City Attorney, such approval to be conclusively evidenced
by the execution thereof by the Mayor or the City Manager or the
appropriate official or officer as.herein authorized.
SECTION 3. The City hereby further authorizes and directs the
Mayor, the City Manager and the appropriate officials and officers of the
City to execute, attest and affix the seal of the City to and deliver the
Reimbursement Agreement and all other documents in connection therewith,
as appropriate, for and in the name of and on behalf of the City.
Reso. 91-141
Page 2
SECTION 4. The City hereby further authorizes and directs the
appropriate officers of the City for and in the name of and on behalf of
the City, to execute and deliver any and all things and to take any and all
actions which may be necessary or advisable.in their discretion to fulfill
the actions and consummate the.transactions heretofore approved by the City
and to make such additional filings, amendments, consents, undertakings or
agreements asmaybe required to effect and maintain the qualifications and
exemptions existing or to be obtained under the laws of the State of
California and the laws of the United States of America.
SECTION 5. The City hereby ratifies, and confirms all actions
heretofore taken in connection with the authorization, execution and
delivery of the Reimbursement Agreement and other documents related thereto.
PASSED AND ADOPTED by the City Council of the City of Santa
Clarita, California, at a regular meeting held on the day
of , 1991.
ATTEST:
CITY CLERK
MAYOR
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by
the City Council of the City of Santa Clarita, California, at a regular
meeting thereof, held on the day of 1991, by
the following vote of the Council:
AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
CITY CLERK
AGREEMENT
i
THIS REIMBURSEMENT AGREEMENT, is made and entered into as of this 1st
day of September, 1991, by and.between the LOS ANGELES COUNTY
TRANSPORTATION COMMISSION, hereinafter referred to as-"LACTC", and the CITY
OF SANTA CLARITA, CALIFORNIA, hereinafter referred to as the "CITY".
WITNESSETH:
WHEREAS, the CITY administers general public local fixed -route bus
service within the CITY and commuter bus service between the CITY and
Downtown Los Angeles, hereinafter, referred to as the "SERVICE", to serve
residents of the CITY, as part of the CITY's Proposition A Transportation
Program; and
WHEREAS, SERVICE is provided through an agreement with a private
contractor; and
WHEREAS, on May 15, 1991, the CITY executed and delivered its
$2,150,000 Beneficial Interests -In Master Lease And Option To Purchase
Agreement No. 1991-1 (the "Prior Obligation") in order to acquire thirteen
(13) fixed -route local service coaches. The Prior Obligation consists of
rental payments (the "Prior Obligation Rental Payments") under that certain
Master Lease.And Option To Purchase Agreement No. 1991-1 dated as of May 1,
1991 (the "Prior Obligation Master Lease") by and between Chelsea Leasing
Corporation, as lessor, and the CITY, as lessee. The.Prior Obligation
and the Prior Obligation Rental Payments are secured, among other things,
by a pledge, charge and first and prior lien upon the funds deposited into
the CITY's Proposition A Fund to the extent necessary to pay the Prior
Obligation Rental Payments; and
WHEREAS, the CITY has requested LACTC to purchase on the CITY's behalf
eleven (11) over -the -road coaches (the "Over -the -Road Coaches") to be
utilized in SERVICE at an estimated cost of $3,000,000; and
WHEREAS, the CITY desires to purchase five (5) additional fixed -route
local service coaches (the "Local Service Coaches") to be utilized in
SERVICE at an estimated cost of $1,200,000; and
WHEREAS, LACTC has agreed to contract with the California Special
Districts Association Finance Corporation (the "CSDA") to provide the
necessary tax-exempt financing for the purchase of the over -the -Road
Coaches and the Local Service Coaches (collectively, referred to
hereinafter as the "Coaches"); and
WHEREAS, the CITY will reimburse LACTC for the total cost of the.
purchase of the Coaches, including applicable finance charges and
incidental expenses incurred from the CITY'S Proposition A Fund securedby.
a pledge on the CITY's Proposition A Fund on a parity lien basis with the
lien on the CITY's.Proposition A Fund securing the CITY's Prior Obligation,
pursuant to the terms.of this Reimbursement Agreement; and
, Page 2
NOW, THEREFORE, in consideration of the conditions herein contained to
be kept and performed by LACTC and the CITY, it is hereby agreed to as
.follows:
1. LACTC agrees:
(a) To contract with Neoplan Corporation on behalf of the CITY
for the manufacture and delivery of the Over -the -Road Coaches as described
in LACTC Contract I SF001 and to cooperate with the CITY in the delivery
and acceptance of the Over -the -Road Coaches.
(b) To arrange for the financing with CSDA for the purchase of
the Over- the -Road Coaches for the CITY with a principal cost of not to
exceed $3,000,000, in connection with the CSDA's.Certificates of
Participation (California Special Districts Lease Finance Program) 1991
Series G -.LACTC Project (the "Certificates").
(c) To arrange for the financing for the purchase of the Local
Service Coaches for the CITY with a principal cost of not to exceed
$1,200,000; in connection with the CSDA's Certificates.
(d) To contract with the CSDA for the necessary financing for the
total acquisition cost, including finance charges and incidental expenses,
of the Coaches, provided that the CITY approves the terms and conditions
of the LACTC obligations the CITY assumes in connection with the execution
and delivery of the.Certificates.
(e)' To invoice the CITY on a semiannual basis for reimbursement
to LACTC for the semiannual.costs applicable to the Coaches, including
lease payments, as will be set forth.under the terms and conditions of a
payment.plan pursuant to that certain Lease Agreement dated as of
September 1, 1991 (the •Lease Agreement") by and between CSDA and LACTC.
(f) To cooperate with the CITY in the acquisition of the Local
Service Coaches.
.(g) To hereby appoint the CITY as its agent to assist LACTC and
carry out the acquisition of the Coaches. The City shall have the right,
within the parameters of the applicable vendor contract, to supervise the
acquisition of the Coaches and monitor the performance of the vendor of
the Coaches; in whatever manner the CITY, in its sole discretion, deems
appropriate.
2. The CITY agrees:
(a) To reimburse LACTC for the total costs applicable to the
Coaches, including lease payments, as will be set forth under the terms and
conditions of a payment plan pursuant to the Lease Agreement, secured
by a pledge on the CITY's Proposition A Fund on a parity.lien basis with
the lien on the CITY's Proposition A Fund securing the CITY's Prior
Obligation.
(b) To cooperate with LACTC in approving the terms and conditions
of the obligations it assumes in connection with the execution and delivery
of the Certificates.
(c) To assist LACTC and act as the agent of LACTC in the
acquisition of the Coaches and to monitor the performance of the vendors of
the Coaches.
Page 3
(d) To assume the covenants of LACTC applicable to the Coaches,
including providing adequate maintenance to insure that the Coaches are
kept in good operating condition for the minimum program life of twelve
(12) years and providing adequate insurance, as required by the Lease
Agreement.
(e) To conduct procurement of the Local Service Coaches.
(f) To.comply with requests from LACTC necessary to assure
compliance by LACTC with the terms and provisions of the Lease Agreement.
3. IT IS MUTUALLY UNDERSTOOD AND AGREED.AS FOLLOWS:
(a) The CITY AND LACTC grant authority to each other to act as
limited agents.on behalf of each other in all matters related to the
procurement of the Coaches.
(b) The terms and conditions for the CITY to reimburse LACTC for
the total costs associated with the Coaches shall be approved by both the
CITY and LACTC, such approval to be evidenced by the addition of a
payment schedule to be added to this Reimbursement Agreement as
Appendix A and executed by the CITY and LACTC.
4. The CITY agrees to comply and to assure compliance by its
subcontractors with all applicable requirements dealing with Equal
Employment Opportunities, non-discrimination in hiring and disadvantaged
business enterprise'.
5. The CITY agrees to require that all contractors providing SERVICE
under this project.comply with all applicable requirements of Section 13(c)
of
6. The term of this Reimbursement Agreement shall be from through and
including. This Reimbursement Agreement may.be amended by mutual written
agreement of both the CITY and LACTC.
7. No person or selling agency shall be employed or retained by the
CITY to solicit or secure renewal of this Reimbursement Agreement, unless
that person or agency is a bona fide employee of the CITY or a bona fide
established commercial or selling agency maintained by the CITY for the
purpose of securing business.
8. The CITY.agrees and shall require its contractors to agree to
indemnify, defend and save harmless LACTC, its officers, agents and
employees, from any losses, claims or liabilities that may result from any
injury to any person, firm or corporation, including death, or damages to
any property that may result from or arise out of this Reimbursement
Agreement, other than directly resulting from LACTC's negligence or wilfull
misconduct.
IN WITNESS WHEREOF, the parties hereto have caused this Reimbursement
Agreement to be executed by their respective officers, duly authorized, by
the LOS ANGELES COUNTY TRANSPORTATION COMMISSION and the CITY OF SANTA
CLARITA, CALIFORNIA, as of the date first written above.
Page 4
0
Attest:
Approved as to Form:
City Attorney
0
LOS ANGELES COUNTY TRANSPORTATION COMMISSION
By:
Title:
CITY OF SANTA CLARITA
By:
Title:
APPENDIX A
PAYMENT SCHEDULE
0
0
I • �
0
LEASE AGREEMENT
dated as ofnSeptember 1, 1991
by and between the
CSDA FINANCE CORPORATION
and the
LOS.ANGELES COUNTY TRANSPORTATION COMMISSION
I
N-lSSA'4AN, GUTHNE , KN J & ELLIOTT
DiiAFT OF
MARKED TO SH W HA LES
FROM DRAFT OF
A = nFLFnONS = AD
TABLE OF CONTENTS
SECTION
1.1
Definitions .............................. ..................... 1
SECTION
1.2
Exhibits... ........................ 2
SECTION
1.3
.
Agreement to Lease......................2
SECTION1.4
Lease Terms and Conditions
Lease -Payments.... .. ............... 2
SECTION
1.5
Notices.. 2
SECTION
1.6
......:................
Terms and Conditions ..................... 2
Exhibit A -
Definitions
Exhibit B -
Schedule of Lease Payments
Exhibit C -
Description of Project
Exhibit D -
Lease Terms and Conditions
Article
I - Definitions..... .... .... •...
D-1
Article
II - Representations, Covenants and
Warranties.. ..... .....
D-1
Article
III - Deposit of Moneys; Acquisition
of.the Project..... ....
D-2
Article
IV - Agreement to Lease; Termination
of Lease Agreement; Lease
Payments; Title to the Project....
D-4
Article
V - Maintenance; Taxes; Insurance;
and Other Matters.. ...........
D-9
Article
VI - Disclaimer of Warranties; Access..
D-15
Article
VII - Assignment, Subleasing and
Indemnification ...................
D-16
Article
VIII - Events of Default and Remedies....
D-18
Article
IX - Option to Purchase; Option
to Prepary........................
D-20
Article
X - Miscellaneous .....................
D-22
Exhibit E -
Addresses for Notice Purposes
Exhibit F -
Contracts Assigned to Corporation
Exhibit G,-
Description of Previously. Acquired Portion
of
Project
Exhibit H -
Legal Description of Project Site
Exhibit I -
Form of Insurance Certificate
Exhibit J -
Form of Requisition
i
0
LEASE AGREEMENT
THIS LEASE AGREEMENT, dated as ofSeptember 11
1991, by and between the CSDA FINANCE CORPOiFATiaN; a
nonprofit, public benefit corporation duly organized and
existing under the laws of the State of California, as
lessor (the "Corporation"), and the LOS ANGELES COUNTY
TRANSPORTATION COMMISSION, a public body corporate and
politic, duly organized and existing under the laws of the
State of California (the "Commission");
W I T N E S S E T H•
WHEREAS, the.Commission wishes to -acquire and
install that certain property described in Exhibit C hereto
(the "Project"), and the Commission is authorized pursuant
to the laws of the State of California to enter into
leasehold agreements for such purposes; and
WHEREAS, the Commission has determined that, in
order to accomplish such purposes, it is necessary and
desirable to acquire and install 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 herein and in the.
Lease Terms and Conditions, have the meanings specified in
Exhibit A. All terms not defined herein shall have the
meanings ascribed to them in the Trust Agreement.
1
LA2:1922:JAS
16
SECTION 1.2. Exhibits. The following.Exhibits are
attached to, and by reference made a part of, this Agreement:
Exhibit A: Definitions.
Exhibit H: Schedule of Lease Payments to be paid
by the Commission.to the Trustee, as assignee of the
Corporation, showing 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: Description of Previously Acquired
Portion of Project.
Exhibit H: [Reserved].
Exhibit I: Certificate of Lessee Representative.
Exhibit J: Form of Requisition.
SECTION 1.3., Agreement to Lease. The Corporation
hereby agrees to lease the Project to the Commission and the
Commission hereby agrees to lease the Project from the
Corporation.
SECTION 1.4 Lease Payments. As rental for the
Project. the Commission agrees to pay to the Corporation or
its assigns on the Due Dates the Lease Payments in the
amounts shown on Exhibit H.
SECTION 1.5. Term of Agreement. The Term of this
Lease Agreement shall commence as of the date hereof and
shall end on the Termination bate, unless on such date any
Certificates of Participation remain outstanding, in which
case this Lease Agreement shall remain in full force and
effect while any Certificates of Participation are
outstanding or unless terminated prior thereto in accordance
with Section.402 of.the Lease Terms and Conditions.
SECTION 1.6. Terms 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 D, the provisions of which are herein
2
LA2:1922:JAS
0
i
incorporated as though fully set forth herein. All
capitalized terms not otherwise defined herein, or in
Exhibit D hereto, shall have the meaning given to them in
Exhibit A hereto, or, if not defined therein, such terms
shall have the meaning given to them in Exhibit A of the
Trust Agreement.
IN WITNESS WHEREOF, the Corporation has caused this
Lease Agreement to be executed •in its corporate name by its
duly Authorized Officers; and the Commission has caused this
Lease Agreement to be executed by its duly Authorized
Officer as of the date hereof.
(S E A L) CSDA FINANCE CORPORATION,
as Lessor
Attest:
By:
Secretary
By:
President
LOS ANGELES COUNTY
TRANSPORTATION COMMISSION, as
Lessee
By:
Title:
3
LA2:1922:JA5
EXHIBIT A.
DEFINITIONS
"Acquisition Account" means the Acquisition Account
established and held by the Trustee for the Commission
pursuant to,Section 2.5 of the Trust Agreement.
"Acquisition Costs" means, with respect to the
Project, the contract price paid or to be paid to the
Contractors therefor upon acquisition, 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 of site preparation necessary for the installation of
the Project, as well as the administrative, engineering,
legal, financial and other costs incurred by the Commission,
the Corporation and the Contractors in connection with the
acquisition, construction, delivery and installation by the
Corporation of the Project.
"Acouisition Date" means the earlier of (i) the
date when a Certificate of Completion is delivered to the
Trustee, or (ii)&SeptembeL1, 1994.
. "Assionment Agreement" means the agreement by that
name, dated as of September 1, 1991, by and between the
Corporation and the us ee relating to the assignment of
the Corporation's rights under this Lease Agreement.
0
"Authorized Officer." The term "Authorized
Officer," when used with respect to the Corporation, means
the President, Vice President, Executive Director, Treasurer
or Secretary of the Corporation or any other officers of the
Corporation designated by the Corporation as an Authorized
Officer for purposes of the Agreements. The term
"Authorized Officer;" when used with respect to the
Commission, means the Commission Representatives specified
in this Lease Agreement. The term "Authorized Officer,
when used with respect to the Trustee, means the chairman of
the board of directors, the president, every vice president,
every assistant vice president, the cashier, every assistant
cashier, every trust officer and every other officer and
assistant officer of the Trustee, other than those
specifically above mentioned, to whom any trust matter is
referred because of his knowledge of and familiarity with, a
particular subject.
"Business Day" shall have the meaning given in the
Trust Agreement.
A-1
LA2:1922:JAS
"Certificate of Completion" means a certificate of
the Commission Representative certifying that the Project
has'been acquired, constructed, installed and accepted by
tie Commission, and that all Acquisition Costs have been
paid or provided for.
"Certificates of Participation" or "Certificates"
means the Certificates of Participation to be executed and
delivered pursuant to the Trust Agreement and which evidence
a right 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
de.livered to theoriginal purchaser thereof.
"Code" means the Internal Revenue Code of 1986, as
amended, including regulations, rulings and judicial
decisions promulgated thereunder and rendered in connection
therewith.
"Commission" means the Los Angeles County
Transportation Commission.
"Commission Representative" means the Chairperson
or Executive Director of the Commission or any other person
. appointed by the Chairperson to act on-behalf.of the
Commission or Executive Director for the purposes of this
Lease Agreement.
"Contractors" means the contractors or vendors from
whom the Corporation or the Commission on behalf of the
Corporation has ordered or.caused to be ordered or with whom
the Corporation or the Commission on behalf of the
Corporation has contracted or caused to be contracted for
the acquisition of the Project.
P
"Corporation" means the CSDA Finance Corporation, a
nonprofit, public benefit corporation duly organized and
existing under the laws of the State of California.
"Corporation Representative" 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.
"Due Dates" means August 15 and ebruar 15 of each
year, commencing Fee l , 2.
A-2
LA2:1922:JA5
0
"Independent- Co noel" means an attorney duly
admitted to the practice of law in the State of California
and who is not an employee of the Corporation, the Trustee
or. the Commission.
"Insurance Consultant" means any person or firm
approved by the Corporation knowledgeable with respect to
insurance carried by, required for and available to
governmental entities of the same,type as the Commission.
"Insurance and Condemnation Fund" means the fund by
that name established and held by the.Trustee pursuant to
Section 2.9 of the Trust Agreement.
"Lease Agreement" or "Agreement" means this Lease
Agreement, and any duly authorized and executed amendment
hereto.
"Lease Payment" means any payment due from the
Commission to the Corporation under Section 1.4 of the Lease
Agreement and Section 403 of the Lease Terms and Conditions.
" F " means the Lease Payment Fund
established and held by a rustee for the Commission
pursuant to Section 2.7 of the Trust Agreement.
"Lease Terms and Conditions" means those certain
Lease Terms and Conditions attached to the Lease Agreement
as Exhibit D.
"Net Proceeds" means any insurance or condemnation
proceeds paid with respect to the Project, remaining after
payment therefrom of all expenses incurred in the collection
thereof.
"Owner" or "Certificate Owner"
Certificate," or any similar term, when
the Certificates, means the registered
Certificate.
"Payment Dates" means arch
each year, commencing Mesar` 1,
' T97977.
or "Owner of a
used with respect to
owner of.any
and epte 1 of
"Permitted Encumbrances" means, with respect to the
Project , as of any particular time: (i) liens for general
ad valorem taxes and assessments, if any, not then
delinquent, or which the Commission may, pursuant to
provisions of Article V hereof, permit to remain unpaid,--
(ii)
npaid;(ii) the Lease Agreement; and (iii) the Trust Agreement and
(iv) such other encumbrances as are approved by the
Corporation.
A-3
LA2:1922:JA$
"Princinal Amount" means the total unpaid principal
portion of the Lease Payments due or to become due under the
Lease Agreement.
"Project" means that certain property to be
acquired, constructed and installed from the proceeds of the
Certificates deposited in the Acquisition Account, as shown
on Exhibit C.
"Redemption Fund" means the RedemptionFund
established and held by the Trustee for the Commission,
pursuant to Section 513 of the Trust Terms and.Conditions.
"Purchase Contract" means that Purchase Contract,
dated as of , 1991, among the Corporation, the
Commission and Prudential Securities Incorporated.
"Reserve Fund" means the fund by that name
established and held by the Trustee pursuant to Section 2.10
of the Trust Agreement.
"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" meansASeptember 1,
"Trust Agreement" The term "Trust Agreement" means
the Trust Agreement, dated as of�,September 1, 1991, between
the Trustee and the Corporation, and ny duly authorized and
executed amendment thereto, pursuant.to which Trustee agrees
to execute and deliver the Certificates, to administer funds
and the Corporation grants and assigns to the Trustee the
rights to exercise certain rights and remedies.
"Trustee" means Dai-Ichi Kangyo Hank of California,
as Trustee appointed under the terms of the Trust Agreement.
A-4
LA2:1922:JA5
0
EXHIBIT B
SCHEDULE OF LEASE PAYMENTS
(TO COME]
B-1
LA2:1922:JA5
0
0
0
LA2:1922:JAS
EXHIBIT C
DESCRIPTION OF PROSECT
[TO COME]
C-1
9
0
LJ
EXHIBIT D
LEASE TERMS AND.CONDITIONS
i
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 101. Definitions ............................. 1
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 201. Representations, Covenants and
Warranties of the Commission ............. 1
Section 202. Representations, Covenants and
Warranties of the Corporation .......... 1
ARTICLE III
DEPOSIT OF MONEYS; ACQUISITION OF THE PROJECT
Section 301. Deposit of Moneys. ........ ............. 2
Section 302. Acquisition of theProject.. .......... 3
ym q
Section 303. Payment of Acquisition Costs ............ 4
ARTICLE IV
AGREEMENT TO LEASE; TERMINATION OF
LEASE AGREEMENT; LEASE PAYMENTS;
TITLE TO THE PROJECT
Section
401.
Agreement to Lease . ..... ......
4
Section
402.
Termination of Lease Agreement .........
4
Section
Section
403.
404.
Lease Payments... ...............
Possession and Enjoyment ...............
5
6
Section
405.
Title to the Project ...................
7
Section
406.
Security Deposit........................
7
Section
407..
Abatement of RentalintheEvent of
Failure to Have Use and Possession
of the Project .........................
8
i
LA2:1922:JAS
0
0
ARTICLE VI
DISCLAIMER OF WARRANTIES; ACCESS
Section
601.
Disclaimer of Warranties ...............
Page
Section
602.
ARTICLE V
15
Section
603.
MAINTENANCE; TAXES; INSURANCE;
16
Section
804.-'
AND OTHER MATTERS
Section
501.
Maintenance and Taxes ..................
9
Section
502.
Modification of Project ................
10
Section
503.
Public Liability and Property
20
Damage Insurance.. ....................
11
Section
504.
Fire and Extended Coverage Insurance ...
it
Section
505.
Rental Interruption Insurance ..........
12
Section
506.
Insurance Net Proceeds; Form
of Policies .............................
12
Section
507.
Advances ............................
13
Section
508.
Liens ....................
13
Section
509.
Eminent Domain .........
13
Section
510.
Application of Net Proceeds ............
14
Section
511.
Reserved ............. ..............4
14
Section
512.
Agreement to Pay Trustee's Fees ........
14
Section
513.
Tax Matters ............................
15
ARTICLE VI
DISCLAIMER OF WARRANTIES; ACCESS
Section
601.
Disclaimer of Warranties ...............
15
Section
602.
Commission's Right to Enforce Warranties..
15
Section
603.
.Corporation Access to the Project ......
16
ARTICLE VII
ASSIGNMENT, SUBLEASING AND INDEMNIFICATION
Section 701. Assignment by Corporation .............. 16
Section 702. Assignment and Subleasing by
the Commission ..... ................ 16.
Section 703. Release and Indemnification
Covenants 17
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section
801.
Events of Default Defined ..............
18
Section
802.
Remedies on Default .....................
19
Section
803. -No
Remedy Exclusive.... •............
19
Section
804.-'
Agreement to Pay Attorneys'Fees
and Expenses...................... .....
20
Section
805.
No Additional Waiver Implied by
One Waiver .............................
20
LA2:1922:JA5
ii
ARTICLE IX
OPTION TO'PREPAY
Section
901.
Prepayment Option ......................
20
Section
902.
Exercise of Option ...
20
Section
903.
Release of Corporation's Interest ......
21
Section
904.
Terms of Option to Prepay ..............
21
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 .............
23
Section
1008.
Applicable Law ..............
23
Section
1009.
'Corporation and Commission
Representatives ......................
23
Section
1010.
Captions
23
..............................
0
LA2:1922:JAS
ARTICLE I
DEFINITIONS
Section 101. Define ion Unless the context
otherwise requires, capitalized terms used herein shall have
the meanings ascribed to.them in Exhibit A to the Lease
Agreement or, if not defined therein, as ascribed to them in
Exhibit A of the Trust Agreement.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 201. Representations, Covenantsand
Warranties of the Commission. The Commission represents,
covenants and warrants to the Corporation as follows:
(a) The Commission is a duly organized and validly
existing body corporate and politic of the State of
California.
b
te of
California authorize nthe tt
Commission to enter he �into ethe aLease
Agreement and to enter.into the transactions contemplated
thereby and to carry out its obligations under the Lease
Agreement,"and the Commission has -duly authorized and
executed the Lease Agreement in accordance with the laws of
the State of California.
(c) Neither the execution and delivery of the
Lease Agreement nor the fulfillment ofXor compliance with
the terms and conditions hereof or thereof, nor the
consummation of the transactions contemplated hereby or
thereby, conflicts with in any material respect, or results
in a material breach of the terms, conditions or provisions
of any restriction or any agreement or instrument to which
the Commission is now a party or by which the Commission is
bound, or constitutes a material default under either of the
foregoing, or results in the creation'or imposition of any
lien, charge or encumbrance whatsoever upon any of the
property or assets of the Commission, or upon the Project,
except Permitted Encumbrances.
Section 202. Renr sen anon ov nan and
Warranties of the Corporation. The Corporation represents,
covenants and warrants to the Commission as follows:
D-1
LA2:1922:JA5
i
r
(a) The Corporation is a nonprofit, public benefit
corporation duly organized, existing and in good standing
under and by virtue of the laws of the State of California;
has power to enter into the Lease Agreement, the Assignment
Arjreement 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 authorized the
execution and delivery of all of the aforesaid Agreements.
(b) The Corporation will not pledge the Lease
Payments or other amounts derived from the Project and from
its other rights under the Lease Agreement and will not
encumber the Project, except as provided under the terms of
the Lease Agreement, the Assignment Agreement and the Trust
Agreement.
(c) Neither the execution and delivery of the
Lease Agreement, the Assignment Agreement or the Trust
Agreement, nor the fulfillment of or compliance with the
terms.and conditions hereof or thereof, nor the consummation
of the transactions contemplated hereby or thereby,
conflicts with or results in a breach of the terms,
conditions or provisions of any restriction or any agreement
or instrument to which the Corporation is now a party or by
which the Corporation is bound, or constitutes a default
under either of the foregoing, or results in the creation or
imposition of any lien, charge or encumbrance whatsoever
upon any of the property or assets of the Corporation, or
upon the Project, except Permitted Encumbrances.
(d) Except as provided in.the Lease Agreement and
in the Assignment Agreement, the.Corporation will not assign
the Lease Agreement or its right to receive Lease Payments
from the Commission, or its duties and obligations under the
Lease Agreement to any other person, firm or corporation so
as to impair or violate the representations, covenants and
warranties contained in this Section 202.
ARTICLE III
DEPOSIT OF MONEYS; ACQUISITION OF THE PROJECT
Section 301. Deposit of Moneys. On the Closing
Date, the Corporation shall cause to be deposited with the
Trustee the amount specified in Section 2.3 of the Trust
Agreement. Pursuant to the Trust Agreement, the Commission
hereby certifies that the amount so deposited in the
Acquisition und, together with anticipated_ investment
earnings thereon, will be sufficient to pay all Acquisition
Costs.
D-2
LA2:1922:JAS
Section 302. Acquisition of the Project. The
Commission 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 acquisition and
installation of the Project. The Commission 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 Commission on or prior to
the Acquisition Date. The Commission 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 Commissiondeposits in the Acquisition Fund an amount
sufficient to pay such increase. In addition, in the event
that the costs of acquiring and installing the Project are
greater than the amount of money deposited in or transferred
to the Acquisition Fund, together with investment earnings
thereon, the Commission agrees to deposit into the
Acquisition Fund. an amount of money necessary to pay such
increased Acquisition Costs, but only from funds arising in
the fiscal year in which the Commission has executed this
Lease Agreement. The Commission agrees that upon
substantial 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
herein.
The Commission does hereby assign and transfer to
the Corporation, all of its rights under the contracts with
respect to the portion of the Project for which the
Commission has contracted prior to the.Closing Date, which
contracts are attached.to the Lease Agreement as Exhibit F.
The Commission hereby transfers and conveys to the
Corporation a leasehold interest in the portion of the
Project acquired prior to the Closing Date, which portion of
the Project is more particularly described in Exhibit G to
the Lease Agreement.
Upon completion of acquisition and installation of
the Project in a manner reasonably satisfactory to the
Commission, but in any event not later than thirty (30) days
following completion of such acquisition and installation,
the Commission shall deliver to the Trustee a Certificate of
Completion. '
D-3
LA2:1922:JA5
0
The parties agree that the Lease Agreement shall be
deemed to be effective as to each component of the Project
as it is acquired or installed, and upon acceptance of a
discrete portion of the Project, the Commission agrees that
a portion of the Lease Payments shown on Exhibit S to the
Lease Agreement (which Lease Payments include amounts
allocable to Delivery Costs and the discount taken by the
original purchaser(s) of the Certificates) in an amount
proportionate to a discrete portion of the Project accepted
represents fair rental value for such discrete portion of
the.Project.
Section 303. Payment of Acauisition Costs.
Payment to the Contractors of the.cost of acquiring and
installing the Project shall be made from the moneys
deposited in the Acquisition/Fund as provided in Section 2.5
of the Trust Agreement, which`s call be disbursed only for
this purpose in accordance and upon compliance with Section
301 of the Trust Terms and Conditions. Attached hereto as
Exhibit J is a Form of Requisition to be used.by the
Commission to`request withdrawals from the Acquisition Fund.
ARTICLE IV
AGREEMENT TO LEASE; TERMINATION OF
LEASE AGREEMENT; LEASE PAYMENTS;
TITLE TO THE PROJECT
Section 401. Agreement to Lease. The lease of the
Project by the Corporation to the Commission is made
expressly.subject to the terms and conditions set forth
herein.
Section 402. Termination of Lease Agreement.
Subject to the right of the Commission to request and effect
a partial release of the Project as provided under, and
subject to the conditions set forth in, Sections 405 and 406
hereof, the Term of the Lease Agreement will terminate upon
the earliest of any of the following events:'
(a) the payment or prepayment by the Commission of
all Lease Payments and other amounts due or to become due
during the Term of the Agreement;
(b) the occurrence of an event of default under
the Lease Agreement, and theterminationof the Lease
Agreement by the Corporation or its assignee pursuant'to
Section 802(iii) of the Lease Terms and Conditions; or
LA2:1922:JAS
D-4
0
(c) the Project is taken in whole pursuant to the
Power of eminent domain and the Lease Agreement is
terminated pursuant to Section 509 of the Lease Terms and
Conditions.
Upon written notification to the Trustee of the
occurrence of an event which will result in termination of
the Lease.Agreement,'the Trustee will not make any further
disbursements from the.Acquisition Fund and all amounts at
the time in such Acquisition Accoun wi 1 be transferred, as
provided in the Trust Agreement, to the Lease Payment Fund
to be creditedagainstthe Lease Payment obligations or o
the Redemption Fund to be applied to redemption of the
Certificates.
Section 403. Lease Payments. The Commission
agrees to pay to the Corporation or its successors and
assigns, as rental for the use and possession of the
Project, the Lease Payments on the Due Dates and is the
amounts specified in Exhibit B to the Lease Agreement,
provided that the Commission shall receive a'credit
(allocated on a pro rata basis among the separate Project
Lease Schedules, if any, attached hereto as Exhibit B) for
any amounts on hand in the Lease Payment Fudn at the time
any Lease Payment is due, and that at such time as the
moneys on hand in the Lease Payment Account and the Reserve
Fund are _equal to all Lease Payments remaining unpaid, such
moneys 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 Commission, and the Commission
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 Due Date.
Lease Payments for each annual rental period during
the Term of the Agreement shall constitute the total rental
for said rental period and shall be paid by the Commission
in each rental period for and in consideration of the right
of the use and possession of, and the continued quiet use
and enjoyment of, the Project during each such period 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
determination, consideration has been given to the costs of
acquisition, construction, delivery, installation and
financing of the Project, other obligations of the parties
under the Lease Agreement, the uses -and purposes which may
be served.by'the_Project and the benefits therefrom which
will accrue to the Commission and the general public.
D-5
LA2:1922:JAS
• 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.
Lease Payments shall be paid from any source of
legally available funds of the Commission and so long as the
Project is available for the Commission's use, the
Commission 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 Commission
shall be deemed to be, and shall be, ministerial duties
imposed by law, and it shall be the duty of each and every
public official of•the,Commission 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 Commission to
carry out and perform the covenants made by the Commission
in the Lease Agreement. If the source of funds for Lease
Payments are user charges, the Commission covenants to
impose and establish user charges at a level which will
produce sufficient net revenues to pay Lease Payments coming
due in each year as permitted by law. During the Term of
the Agreement, the Commission will furnish to the Trustee,
no later than twenty (20) days following adoption of the
budget for that fiscal period, a Certificate of the
Commission Representativethatthe Lease Payments due in
• that fiscal period have been included in the budget approved
by the Commission for such fiscal period.
To the extent that moneys are available in the
Capitalized Interest Subaccount of the Lease Payment•hFuny
the Reserve Fund and the Acquisition and for such purpose,
the Commission agrees to pay Lease Paymen s from such
sources regardless of whether or not it has acquired the
Project.
Section 404. Possession and Enjoyment. During the
Term of the Agreement, the Corporation shall provide the
Commission with quiet use and enjoyment of the Project, and
the Commission shall, during such'Term, peaceably and
quietly have and hold and enjoy the Project, without suit,
trouble or hindrance from the Corporation, except as
expressly set forth in the Lease Agreement. The Corporation
will, at the request of the Commission and at the
Commission's cost, join in any legal action in which the
Commission asserts its right to such possession and
enjoyment to the extent the Corporation may lawfully do so.
Notwithstanding the,foregoing, the Corporation shall have
the right t4*inspect the Project as provided in Section 603
of the Lease Terms and Conditions.
D-6
LA2:1922:JAS
Section 405. T;rl o h nrn During the
Term of le
with the tcorporationthe �and tthe tCommission o the ewill maintain
shallct remain
leasehold interest in the Project and any and all additions,
replacements or modifications, except as provided below and
except for those modifications which are added to the
Project by the Commission and which may be removed without
damaging the Project. Upon receipt of a leasehold interest
to any component of the Project for which a bill of sale is
delivered from a Contractor, the Corporation, or.the
Commission on behalf of the Corporation, shall, within two
(2) Business Days, deliver to the Trustee a bill of sale to
such component of the Project. The Corporation shall not
have any right, title or interest in the Project or in any
additions, repairs, replacements or modifications thereto
except asexpresslyprovided in the Lease Agreement.
It is the
provide for and allow ethe lintent
releaseoffonelorsmoreooftthe
components of a Project subject to this Lease Agreement if
the Commission has fulfilled all payment obligations with
respect to such component, and is not then in default
hereunder. If the Commission has paid all Lease Payments
during the Term of the Agreement with respect to a component
of a Project, or upon deposit of the security deposit as
provided in Section 406 of the Lease Terms and Conditions,
all right, title and interest of the Corporation in and to
the particular component of the Project shall be transferred
. to and vest in the Commission. Additionally, if necessary,
the Corporation shall execute and deliver to the Commission
a bill of sale in order to release any and all liens 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 its title to the Project,
and to save and hold the Commission harmless therefrom;
provided that the Corporation's obligations under this
sentence shall not extend to claims arising out of actions
by the Commission or persons asserting claims under it;
provided that the Commission shall reimburse the Corporation
for any costs incurred by the Corporation in defending or
eliminating such claims, including reasonable attorneys'
fees.
Section 406.Notwithstanding
any other provision of the Lease Agreement, the Commission
may, on any date, secure the payment of Lease Pavments or
D-7
LA2:1922:JA5
.such portion thereof relating to a particular component by
depositing irrevocably into the Lease Payment Account with
the Trustee: (i) an amount which, together with amounts on
deposit in the Lease Payment Fund and the Reserve Fund', is
sufficient in the opinion of an in ependent certified public
accountant acceptable to the Trustee to pay all unpaid Lease
Payments with respect to the particular component to be
released, including the principal and interest components
thereof, in accordance with the Lease Payment schedule set
forth in Exhibit 8 to the Lease Agreement, or (ii) Federal.
Securities, 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 of an independent
certified public accountant, together with interest to
accrue thereon and, if required, all or a portion of moneys
or Permitted Investments of such type then on deposit in the
Lease Payment Fund and Reserve Fund, be fully sufficient to
pay all unpaid Lease Payments with respect to the particular
component to be released on their Due Date, or on the date
of redemption of the Certificates or the appropriate portion
thereof. In the event.of a deposit pursuant to this
Section, all obligations of the Commission under the Lease
Agreement, and all security provided by the Lease Agreement
for said obligations, shall cease and terminate, excepting
only the obligations of the Commission to make, or cause to
be made, Lease Payments from the deposit made by the
Commission pursuant to this Section, the fees and.expenses
of the Trustee as provided in Section-512 hereof and the
Commission's obligation to indemnify the Corporation and the
Trustee pursuant to Section 703 hereof, and the
Corporation's interests and rights to the Project shall
vest in the Commission on the date of said deposit
.automatically and without further action by the Commission
or the Corporation, provided that such transfer 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 for the payment of Lease Payments
with respect to the particular component of the Project to
be released from this Lease Agreement 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 Proiect. The
Lease Payments shall be abated in whole or in part during
any period in which, by reason of damage or destruction,
there is interference with the use and possession of the
Project by the Commission. The amount of such abatement
D-8
1A2:1922:JA5
0
shall be agreed upon by the Commission and 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 such abatement shall not result so long as moneys in
the Capitalized Interest Subaccount of the Lease Payment
Fund and -the Reserve Fund and Net Proceeds of insurance and
rental interruption insurance are sufficient to make Lease
Payments when and as due, it being hereby declared that such
moneys and Net Proceeds constitute special funds for the
payment of Lease Payments. Such abatement or adjustment, if
any, shall continue for the period commencing 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, the Lease
Agreement shall continue in full force and effect and the
Commission waives any right to terminate the Lease Agreement
by virtue of any such damage and destruction.
The amount of Lease Payments shall also be abated
to the extent, if any, required by operation of law
resulting from the Commission's failure to have use and
possession of the Project.
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 Commission, and the Commission shall pay for or
otherwise arrange for the payment of the cost of the repair.
and replacement of the Project resulting from ordinary wear
and tear or want of care on the part of the.Commission
thereof. The -Commission shall comply with manufacturer or
vendor requirements with respect to proper maintenance of
the Project, if any. In exchange for the Lease Payments
herein provided, the Corporation agrees to provide only the
Project, as hereinbefore more specifically set forth.
The Commission 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 interests or estates therein, including, but not
limited to, any sales.tax, or affecting the amount available
to the Corporation from Lease Payments received under the
Lease Agreement for the retirement of the Certificates
D-9
LA2:1922:JA5
0
(including taxes or assessments assessed or levied by any
governmental agency or districthaving power to levy taxes
or assessments); provided, that with respect to governmental
charges that may lawfully be paid in installments over a
period of years, the Commission shall be obligated to pay
only such installments as are required to be paidduring the
Term of the Agreement as and when the same shall become due.
The Commission, at the, ICommission's expense and in
its name, may in good faith contest and diligently pursue to
conclusion any such taxes and other charges and, in the
event of any such contest, may permit the taxes or other
charges so contested to remain unpaid during the period of
such contest and any appeal therefrom unless the Corporation
shall notify the Commission that, in the opinion of
Independent Counsel, by nonpayment of any such items, the
interest of the Corporation in the Project will be
materially endangered or the Project or any part thereof
will be subject to loss or forfeiture, in which event the
Commission shall promptly pay such taxes or charges or
provide the Corporation with full.security against any loss
which may result from nonpayment, in form satisfactory to
the Corporation.
Section 502. Modification of Proiect. .The
Commission shall, at Its own expense, have the right to
remodel the Project or to make additions and modifications
thereto. All such additions and modifications shall
thereafter comprise part of the Project and be subject to
the provisions of the Lease Agreement.- Such additions and
modifications shall not in any .way damage the Project,
substantially alter its nature or cause it to be used for
purposes other than those authorized 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 prior to the
making of such additions or modifications. The Commission
will not permit any mechanic's or other lien to be
established or remain against the Project for labor or
materials furnished in connection with any remodeling,
additions, modifications, repairs, renewals or replacements
made by the Commission pursuant to this Section;.provided
that if any such lien is established and the Commission
shall first notify the Corporation of the Commission's
intention to do so, the Commission may, in good faith,
contest and diligently pursue to conclusion any lien filed
or established against the Project and in such event may
permit the items so contested to remain undischarged and
unsatisfied during the period of such contest and any.appeal
LA2:1922:JAS
D-10
therefrom, and shall, at the time of ,commencement of such
. contest, provide the Corporation with full security against
any loss -or forfeiture which might arise from the nonpayment
of any such item, in a form satisfactory to the
Corporation. The Corporation will cooperate fully in any ;
such contest, upon the request and at the expense.of the
Commission.
Section 503. Public Liability and Pron +*y Damave
Insurance. The Commission shall maintain or cause to be
maintained, throughout the Term of the Agreement (but during
the period 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 Corporation and the
Commission 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 shall provide coverage in the minimum liability
limits of $1,000,000 for personal injury or death per person
and $1,250,000 for personal injury or deaths per event
(subject to a deductible clause of not to exceed $50,000)
and property damage insurance in the minimum coverage of
$500,000. Such public liability and property damage
insurance may, however, be in the form of a single limit
policy in the amount of $1,250,000 covering all such risks.
Such liability insurance may be maintained as part of or in
conjunction with any other liability insurance coverage
carried or required to be carried by the Commission.
Section 504. Fire and Extended Coverage
Insurance. The Commission shall procure, or cause to be
procured, and maintain throughout the Term of the Agreement
(but during the period of delivery'and installation of the
Project only if and to the extent such insurance is not
provided by the Contractors), insurance against loss or
damage to any part of the Project by fire and lightning,
with extended coverage and vandalism and malicious mischief
insurance. Said extended coverage insurance shall, as
nearly as practicable, cover loss or damage by explosion,
windstorm, riot, aircraft, vehicle damage, smoke, sprinkler
damage, boiler explosion and such other hazards as are
normally covered by such insurance. Such insurance shall be
in an amount equal to 100% of the replacement cost of the
Project 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
D-11
LA2:1922:JAS
conjunction with any other fire and extended coverage
insurance carried or required to be carried by the
Commission.
Section 505. Rental Interruption Insurance. The
Commission shall procure, and maintain throughout the term
of the Lease Agreement, rental interruption insurance 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 Section 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. The Net Proceeds of such insurance
shall be•promptly paid to the Trustee for deposit in the
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 .
promptly paid to the Trustee to be applied as provided in
Section 305 of the Trust Terms and Conditions or Section 510
of the Lease Terms and Conditions, as the case may be. In
lieu of obtaining insurance coverage as required ly Sections
503 and 504 of the Lease Terms and Conditions, such coverage
may be maintained by the Commission in the form of
self-insurance so long as the Commission provides written
evidence to the Trustee and the Corporation that i t e
Commission has _segregated amounts in a special insurance
reserve meeting the requirements of Sections 503 and 504 and
restricted specifically to the Project, or (ii) an Insurance
Consultant certifies in writing to the Trustee and the
Corporation that the Commission's general insurance reserves
are adequate to provide the necessary coverage and the
Trustee 'may conclusively rely thereon. All policies of
insurance required by the Lease Agreement, and any
statements of self-insurance, shall be delivered to the
Trustee. The Commission shall pay or cause to be paid when
due the premiums for all insurance policies required by the
Lease Agreement.
All such policies shall provide that the Trustee
shall be a named insured.and loss payee thereunder and shall
be given thirty (30) days' written notice of each
D-12
1A22:1922:JA5
E
expiration, any intended cancellation thereof or reduction
of the coverage provided thereby. The Trustee shall not be"
responsible for the sufficiency of any insurance herein
required and shall be fully protected is accepting payment
or. account of such insurance or any adjustment, compromise
or settlement of any loss agreed to in good faith by the
Trustee. The Commission shall cause to be delivered to the
Trustee on each&Sj ember 1, commencing/ESeptember 1, 1992, a
certificate of a Commission Representative, substantially in
the form attached hereto as Exhibit I, to the effect that
the insurance coverage required by the Lease Agreement is in
full force,and effect.
Section 507. Advances. If the Commission shall
fail 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,
including the advancement of money to the Commission, and
the Commission shall be obligated to repay all such advances
as soon as possible, with interest 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 Commission shall not,
directly or indirectly, create, incur, assume or suffer to
exist any pledge, lien, charge, encumbrance or claim on or
with respect.to the Project, other than the respective
rights of the Corporationand the Commission as herein
provided and Permitted Encumbrances. Except as expressly
provided in this Article, the Commission 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 arise at any time. The Commission shall
reimburse the Corporation for any expense incurred by it in
order to discharge or remove any such pledge, lien, charge,
encumbrance or claim.
Section 509. Eminent Domain. If all or part of
the Project is taken under the power of eminent domain, the
Net Proceeds from any award resulting therefrom shall be
_promptly deposited with the Trustee pursuant -to Section
510(b)--oT the Lease Terms and Conditions and the Commission
Representative shall file a certificate with the Trustee as
provided in Section 305 of the Trust Terms and Conditions.
If the Project is taken in whole pursuant to such eminent
domain proceedings or is taken in part to such extent that
the remaining portion of the Project is no longer useful
D-13
LA2:1922:JAS
0
for the purposes originally intended, the remaining Lease
Payment obligations of the Commission will be abated in full
and this Lease Agreement shall thereupon be terminated.
Otherwise, (1) the Lease 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 resulting Lease
Payments will be sufficient to.pay all of that portion of
the principal and interest on the remaining Outstanding
Certificates which represent interests in the 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 Commission -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 resulting 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 Section 305 of the Trust Terms
and Conditions.
Section 511. [Reserved.]
Section 512. Agreement to Pay Trustee's Fees. The
Commission agrees to promptly pay to the Trustee the fees
and expenses; including, without limitation, the fees and
disbursements of attorneys, accountants and other experts,
reasonably charged to the. Corporation by the Trustee for the
Performance by the Trustee of its duties under the Trust
Agreement. The Commission shall also promptly pay the fees
and expenses of the Trustee incurred in connection with.
specific action taken by the Trustee with respect to the
Commission. The obligations of the Commission pursuant to
this Section 512 shall survive the termination of this
Agreement and the payment in full of the Certificates.
D-14
1A2:1922:JAS
Section 513. Tax Matters. In order to maintain
the exclusion from gross income for federal income tax
Purposes of the portion of Lease Payments designated as and
comprising interest with respect to the Certificates, the
Commission covenants to comply with each applicable
requirement of Section 103 and Sections 141 through 150 of
the Code, in that the Commission agrees to comply with the
covenants contained in, and the instructions given pursuant
to, the Nonarbitrage.Certificate provided to the Commission
by Nossaman, Guthner, Knox & Elliott.
Notwithstanding any other provision of this Lease
Agreement to the contrary, upon the Commission's failure to
observe, or refusal to comply with, the foregoing covenant,
no person other than the Trustee or the Owners of the
Certificates shall beentitledto exercise any right or
remedy provided to -the above Owners under this Lease
Agreement or the Trust Agreement on the basis of the
Commission's failure to observe, or refusal to comply with,
the covenant.
ARTICLE VI
DISCLAIMER OF WARRANTIES; ACCESS
Section 601. Disclaimer of warranties, THE
CORPORATION MAKES NO WARRANTY OR REPRESENTATION, EITHER
isEXPRESS OR IMPLIED,.AS TO THE VALUE; DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR.ANY PARTICULAR PURPOSE OR
FITNESS FOR THE USE CONTEMPLATED BY THE COMMISSION'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 COMMISSION'S USE
OF THE PROJECT.
0
Section 602. Commission's Right to Enforce
Warranties. The Commission shall have all rights with
respect to_the warranties, if any, of the Contractors with
respect to the Project, and the right to enforce such
warranties against the Contractors. If the Corporation is
ever required or requested by the Commission to enforce any
warranty with respect to the Project on behalf.of the
Commission, the Commission shall reimburse the Corporation
for any.costs incurred by the Corporation -in the enforcement
of such warranty, including reasonable attorneys' fees.
D-15
LA2:1922:JAS
Section 603. Corporation Access to the Project.
The Commission agrees that the Corporation, any Corporation
Representative and.the Corporation's successors or assigns,
shall have the right at all reasonable times to examine and
inspect the Project. The Commission further agrees that the
Corporation, any such Representative, and the Corporation's
successors or assigns shall have such rights of access to.
the Project as may be reasonably necessary to cause the
proper maintenance of the Project in the event of failure
by the Commission to perform its obligations under the Lease
Agreement or as may be necessary to -exercise its remedies
hereunder.
ARTICLE VII
ASSIGNMENT, SUBLEASING AND INDEMNIFICATION
Section 701. Assignment by Corporation. The
Corporation's rights under the Lease Agreement, including,
but not limited to, the right to receive and enforce payment
of the Lease Payments to be made by the Commission under the
Lease.Agreement, have been assigned to the Trustee pursuant
to the Assignment Agreement.
Section 702. Assignment and Subleasing by the
Commission. The Lease Agreement may be assigned or
subleased by the Commission, provided that any sublease or
e assignment shall be subject to all of the following
conditions:
(i) The Lease Agreement and the obligation of
the Commission to make Lease Payments under the Lease
Agreement shall remain obligations of the Commission;
(ii) The sublessee or assignee shall assume
the obligations of the Commission under the Lease Agreement
to the extent of the interest subleased or assigned;
•
(iii) The Commission shall, within thirty (30)
days after the delivery thereof, furnish or cause to be
furnished .to the Corporation and the Trustee a true and
complete copy of such sublease or assignment and an opinion
of an attorney acceptable to the Trustee regarding the
enforceability of such sublease or assignment;
(iv) No such sublease or assignment by the
Commission 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
D-16
LA2:1922:JAS
0
(v) The Commission shall have delivered to
the Trustee 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 inclusion in
gross income for purposes of federal income taxes or State
of California income taxes.
Section 703. Release and Indemnification
Covenants. To the extent permitted by law, the Commission
shall and hereby agrees to indemnify and save the Trustee _
and the Corporation, their officers, directors, agents,
.employees, successors or assigns harmless from and against
all claims, losses and damages, including legal fees and
expenses, arising out of (i) the use, maintenance, condition
or management of, or from any work or thing done on, the
Project, (ii) any breach or default on the part of the
Commission in the performance of any of the Commission's
obligations under the Lease Agreement, (iii) any act of
negligence of..the Commission or of any of its contractors,
servants, employees or licensees with respect to the
Project, (iv) any act of negligence of any assignee or
sublessee of the Commission, or of any agents, contractors,
servants, employees or licensees of the assignee or
sublessee of the Commission with respect to the Project, or
(v) the acquisition of the Project or authorization of
payment of the Acquisition Costs: by the Commission.
Indemnification for any tort mentioned in this Section shall
be limited to the extent and in the amounts provided.'for by
this Section or elsewhere in the Lease Agreement for willful
misconduct or gross negligence under the Trust Agreement by
the Trustee, and the Corporation, their officers, agents,
employees, successors or assigns. The Commission further
covenants-and.agrees to indemnify and save the Trustee and
the Corporation harmless against any claim, loss, expense,
advance, and liabilities which they may incur arising out of
or in the exercise and performance or their powers and
duties under the Trust Agreement and the Lease Agreement,
including the costs and expenses (including reasonable
attorneys fees and disbursements) of defending against any
claim of liability or enforcing any remedies, and which are
not due to their gross negligence or willful misconduct.
The.Commission further covenants and agrees to advance to
the Trustee and the Corporation the Commission's share of
reasonable amounts requested as the costs and expenses of
such defense. Any and all special obligations of the
Commissions under this Section 703 shall be and remain valid
and binding special obligations of the Commission
notwithstanding the payment in full of the Lease Payments
and the termination of this Lease Agreement.
D-17
LA2:1922:JA5 -
ARTICLE VIII
EVENTS'OF DEFAULT AND REMEDIES
Section, 801. Events of Default Defined.
following shall be "events of default" under the Lease
Agreementhallea and the terms "events of default" and "default"
shall mean, whenever they are used in the Lease Agreement,
with respect to the Project, any one or more of the
following events:
(i) Failure by the Commission to pay any
Lease Payment or other payment required to be paid under
the Lease Agreement at the time specified therein;
(ii) Failure by the Commission to observe and
Perform any covenant, condition or agreement on its part
to be observed or performed, other than as referred to
in clause (i) of this Section, for a period of thirty
(30) days after written notice specifying such failure
and requesting that it be remedied has been given to the
Commission by the Corporation, the Trustee, or the
Owners of not less than twenty-five percent (25%) in
aggregate principal amount of Certificates then
outstanding•; provided, however, if the failure stated in
the notice cannot be corrected within the applicable
period, the Corporation, the Trustee and such Owners
will not unreasonably withhold their consent to an
extension osuch time.if
acion is
instituted bythe Commission rwithin ethetapplicable
period and diligently pursued until the default is
corrected;
(iii) The filing by the Commission of a
voluntary petition in bankruptcy, or failure by the
Commission promptly to .lift -any execution, garnishment
or attachment, or the filing of an involuntary petition
in bankruptcy against the Commission which petition
shall not have been withdrawn within sixty (60) days, or
assignment by the Commission for the benefit of
creditors, or the entry by the Commission into an
agreement ofcomposition with creditors; or the approval'
by a court of competent jurisdiction of a petition
applicable to the Commission in any proceedings
instituted under the provisions of the federal
bankruptcy law, or under any similar acts which may
hereafter be enacted.
LA2:1922:JAS - D-18
Section 802. Remedies on Default. Upon the
occurrence and continuance of any event of default specified
in Section 801(1) or 801(iii) of the Lease Terms and
Conditions, the Trustee, as assignee of the Corporation,
shall proceed, or upon the occurrence of an event of default
specified in Section 801 (ii) of the Lease Terms and
Conditions, may proceed, and upon written request of 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,
orin aid of the exercise of any power granted in the Lease
Agreement, or to enforce any other legal or equitable right
vested in the Corporation or its assignee by the Lease
Agreement or by law; or
(ii) Take possession of the portions of the
Project subject to this Lease Agreement and exclude the
Commission from using it until the default is cured, holding
the Commission liable for the Lease Payments and other
amounts payable by the Commission prior to such taking of
the Project under and pursuant to the Lease Agreement and
the curing of such default; or
(iii) Take whatever action at law or in equity
may appear necessary or desirable to enforce the
Corporation's rights under this Lease Agreement, including
termination of the Lease Agreement.and the repossession and
lease of the portions of the Project subject to this Lease
Agreement.
Section 803. No Remedy Exclusive. No remedy
herein 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
right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from
time to time and as often as may be,deemed expedient. In
order to entitle the 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 law.
D-19
LA2:1922:JA5
0
Section 804. Agreement to Pav Attorneys• Fees and
Expenses. In the event either party to the Lease Agreement
should default under any of the provisions thereof and the
nondefaulting party should employ attorneys or incur other
expenses for the collection of moneys or the enforcement or
performance or observance of any obligation or agreement on
the part of the defaulting party herein contained, the
defaulting party agrees that it. *will on demand therefor pay
to the nondefaulting party the'reasonable fees of such
attorneys and such other expenses so incurred by the
nondefaulting party.
Section 805. No Additional Waiver Implied by One
Waiver. In the event any covenant contained 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.
ARTICLE IX
OPTION TO PREPAY
Section 901. Prepayment Option. The Commission
shall have the option to prepay its.Lease Payments on or
afterASeptember 1, 19_, 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 Commission
may exercise its option to prepay on anyASeptember 1 or
March 1, commencingAseptember 1, 19_, by prepaying an
amount equal to the amount necessary to prepay the unpaid
principal portion of Lease Payments in whole or in part,
plus the premium, if -any (as set forth in Section 904 of the
Lease Terms and Conditions), plus accrued interest on such
principal portion to the applicable/tSeptember 1 or March 1
set for redemption of the Certificates. Such prepayment
price shall be deposited by the Trustee in the Lease Payment
Account to be applied to the redemption of Certificates
pursuant to Section 512 of the Trust Terms and Conditions.
The Commission shall give the Corporation and the Trustee
notice of its intention to exercise its option not less than
sixty (60) days in advance of the date of exercise, and
shall deposit with the Trustee on the date which is at least
forty-five (45) days or more prior to said�Se2temmber 1 or
March 1, an amount equal to the unpaid princ—ipal a-Munt of
Lease Payments, plus'the premium, if any, plus accrued
interest on such principal portion of Lease Payments to such
n September 1,brAMarch 1. If the Commission exercises its
D-20
LA2:1922:JAS
Option to prepay pursuant to this Section, any amount then
on hand in the Reserve Fund, the Lease Payment Account
(excluding amounts required for payment of past due
principal or interest with respect to Certificates not
presented for payment), and the .Insurance and Condemnation
Fund shall be applied towards the payment of the applicable
prepayment price to be paid by the Commission. If the
Commission shall have given notice to the Trustee of its
intention to prepay, but shall'not have.deposited the
prepayment price with the Trustee on the date specified in
such notice, the Commission shall continueto pay Lease
Payments as if no such notice had been given.
Section 903. Release of Corporation's Interest.
Upon exercise by the Commission of its option to prepay and
the payment by the Commission of all other amounts due under
the Lease Agreement, all right, title and interest of the
Corporation in and to the Project shall be transferred to.
the Commission.
Section 904. Terms of Option to Prepay. (i) The
Commission shall have the option to prepay in whole or in
part (in an integral multiple.of $5,000 but not in an amount
of less than $20,000) the principal component of Lease
Payments relating to Certificates maturing on or after
Se tember 1, , on the following dates and in the
fo owing amounts, together with the premiums set forth
below (expressed as a percentage of the principal amount
prepaid):
Redemption Date Prepayment Amount
September 1, 19_ and March 1, 19_ 102%
September 1, 19_ and March 1, 19_ 101.5
September 1, 19_ and March 1, 20_ 101
September 1, 20_ and March 1, 20_ 100.5
September 1, 20_ and thereafter 100
In the event of the Commission's exercise of its
option to prepay in part the principal component of Lease
Payments, -the amount of Lease Payments to be paid by the
Commission over the remaining term of the Lease Agreement
shall be adjusted so as to. reflect such prepayment of the
principal component of Lease Payments.
D-21
LA2:1922:JA5
�.J
ARTICLE X
MISCELLANEOUS
Section 1001. Notices. All notices, certificates
or other communications hereunder shall be sufficiently
given and shall be deemed to have been received forty-eight
(48) hours after deposit in the United States mail with
postage fully prepaid when sent to the addresses shown on
Exhibit,E to the Lease Agreement.
The Trustee, the Corporation and the Commission, by
notice given hereunder, may designate different addresses to
which subsequent notices; certificates or other
communications will be sent.
Section 1002.. Binding Effect. The Lease Agreement
shall inure to the benefit of and shall be binding upon the
Corporation and the Commission and their respective
successors and assigns.
Section 1003. Severability. In the event any
provision of the Lease Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, 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 as provided in the Trust Terms and
Conditions and with the written consent of the Commission.
.and the Corporation; provided, that no.such amendment shall
become effective unless approved by the Trustee.
Section 1005. Net -Net -Net Lease. The Lease .
Agreement shall be deemed and construed to be a "net -net -net
lease" and the Commission hereby agrees that the Lease
Payments shall be an absolute net return to the Corporation,
free and clear of any expenses, charges or set -offs
whatsoever.
Section 1006. Further Assurances and Corrective
Instruments. The Corporation and the Commission 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 intended so to be or for carrying out the
expressed intention/of the Lease Agreement.
D-22
1A2:1922:JA$
0
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
laws of the State of California.
Section 1009. Corporation and Commission
Representatives. Whenever under the provisions of the Lease
Agreement the approval of the Corporation or the Commission
is required, or the Corporation or the Commission 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 Corporation Representative and for the
Commission by a Commission Representative, and any party
hereto shall be authorized to rely upon any such approval or
request.
Section 1010. Captions. The captions or headings
in the Lease Agreement are for convenience only and in'no
way define, limit or describe the scope or intent of any
provisions or Section of the Lease Agreement.
D-23
LA2:1922:JAS
0
i
0
EXHIBIT E
ADDRESSES FOR NOTICE PURPOSES
If to the Corporation:
If to the Commission:
CSDA Finance Corporation
915 L Street, Suite 1000
Sacramento, California 95814
Attention: Executive Director
Los Angeles County
Transportation Commission
818 West 7th Street
Los Angeles, California 90017
Attention: Deputy Executive
Director
If to Trustee: Dai-Ichi Kangyo Bank
of California
770 Wilshire Boulevard
5th Floor
Los Angeles, California 90017
LA2:1922:JAS
D-24
G
i
0
LA2:1922:JA5
EXHIBIT F
CONTRACTS ASSIGNED TO CORPORATION
F-1
0
•
0
LA2:1922:JA5
EXHIBIT G
N/A
G-1
E
11
•
LA2:1922:JAS
EXHIBIT H
[RESERVED]
H-1
EXHIBIT I
CERTIFICATE OF LESSEE REPRESENTATIVE
The undersigned, the Representative for the Los
Angeles County Transportation Commission (the "Commission"),
hereby certifies as follows:
1. I am familiar with the Commission's.current
insurance coverage, which includes coverage with:
A.
B.
C.
D.
E.
for public liability and property damage insurance, fire and
extended coverage insurance, rental.interruption insurance
and covering the Project described in the Lease Agreement,
dated as of September 1, 1991 (the "Lease Agreement"),
between the ommission and CSDA Finance Corporation (the
"Corporation")..
2. 1 have reviewed and am familiar with the
Provisions of Sections 503, 504, 505 and 506 of the Lease
Agreement. I have compared the coverage provided by the
Commission's existing insurance policies, and with such
provisions of the lease Agreement and certify that the
Commission's Insurance meets the requirements set forth in
the Lease Agreement and will provide adequate protection to
the Owners of the Certificates.
3. Dai-Ichi Kangyo Bank of California, the
Trustee appointed under the terms of the Trust Agreement,
has been named as loss payee for such insurance policies as
of the date of this Certificate pursuant to a lender's loss
payable endorsement, and shall be given thirty (30) days'
written notice of expiration, cancellation or reduction in
emits of all such policies.
All.capitalized terms used herein shall, unless
otherwise defined, have the meaning ascribed to those terms
in the Lease.Agreement.
Dated:
LOS ANGELES COUNTY TRANSPORTATION
COMMISSION
By:_
Name'
Title:
I-1
LA2:1922:JAS
0
EXHIBIT J
CSDA FINANCE CORPORATION
CERTIFICATES OF PARTICIPATION
(CALIFORNIA SPECIAL DISTRICTS LEASE FINANCE PROGRAM)
1991 SERIES G
REQUISITION FOR DISBURSEMENT FROM
THE DISTRICT ACQUISITION FUND
No.
Date:
TO: Dai-Ichi Kangyo Bank of California
770 Wilshire Boulevard, 5th Floor
LOS Angeles, California 90017
FROM: Los Angeles County Transportation Commission
The undersigned hereby states and certifies:
1. That I am a duly appointed officer of the Los
Angeles County Transportation Commission (the "Commission")
and, as such, I am familiar with the facts herein certified
and am authorized and qualified to certify the same.
2. That I am an "Authorized Officer" of the
Commission, as.that term is defined in Exhibit A of that
certain Trust Agreement, dated as of September 1, 1991 (the
"Trust Agreement"), by. and between the DA Finance
Corporation (the "Corporation") and Dai-Ichi Kangyo Bank of
California (the "Trustee").
3. That, pursuant to Section -301 of the Trust
Terms and Conditions, the Trustee is hereby requested to
disburse this date from the AcquisitiornEund established
pursuant to Section 2.5 of the Trust Agreement, the amount
for payment to the payee as described in Exhibit "A"
hereto. An invoice, statement or bill of sale for each
amount described in Exhibit A is attached hereto.
4. The.amounts to be disbursed constitute
Acquisition Costs, as defined in the Trust Agreement, and
said amounts are required to be disbursed pursuant to a.
contract entered into therefor by or on behalf of the
Commission, oY are necessarily and reasonably incurred.
J-1
LA2:1922:JAS
I , ,
0
Said amounts, are not being paid in advance of the time, if
any, fixed for payment.
5. In the case of each payment made under any
contract for installation or construction, insofar as such
obligation was incurred for work, materials, equipment or
supplies, such work was actually performed, or such
materials, equipment or supplies were actually installed in
furtherance of the Project (as 'described in the Lease
Agreement, dated as of September 1, 1991 (the "Lease
Agreement") between the ommission and the Corporation) or
delivered at the site for that purpose or delivered for
storage or fabrication at a place or places approved by the
Commission.
6. No amount set forth in this Requisition was
included in any Requisition previously filed with, and paid
by, the Trustee pursuant to Section 301 of the Trust Terms
and Conditions.
7. The amount remaining in the AcquisitioM Fund
from which this disbursement is to be made, together wit=
interest earnings on such amount, plus investment earnings
on other funds -that will be transferred into the Acquisition
/]Fund, will, after payment of the amount set forth in this
Requisition, be sufficient to pay all remaining Acquisition
Costs for the Commission's Project as then estimated, or, if
not, that the Commission has set aside other available
moneys toprovidefor any shortfall, which moneys may be
paid -by the Commission directly for any Acquisition Costs.
8. In the case of increased Acquisition Costs,
the amount of such increase is on deposit or is being
deposited with the Trustee, or otherwise made available by
the Commission.
9. Upon receipt of a bill of sale to any
component of the Project from a Contractor, the Commission,
on behalf of the Corporation, shall, within two (2) Business
Days, deliver to the Trustee a bill of sale to such
component of the Project.
10. In the case of disbursement of final payment
of the Acquisition Costs in connection with the acquisition
or construction of the Project, all such Acquisition Costs
have then been, orarehereupon being, paid andthatthe
entire Project has been finally accepted by the Commission
and that all Lease Payments shown on Exhibit B to the Lease
Agreement reiiresent fair rental value for the Project.
J-2
LA2:1922:JA5
filed, 11. No mechanics liens or stop notices have been
12. No event of default under the Trust Agreement
oz the Lease Agreement has occurred and is continuing.
LOS ANGELES COUNTY TRANSPORTATION
COMMISSION
By:
Title:
J-3
LA2:1922:JAS
*40
EXHIBIT "A"
L]
PAYEE (including DETAILED DESCRIPTION AMOUNT
name, address or.
wire transfer
instructions)
0
A