Attachment 9Attachment 9TO BE RECORDED AND WHEN RECORDED Attachment 9
Attachment 9
RETURN TO:
Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch, Esq.
Leasehold Less Than 35 Years
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
AMENDMENT NO. 1 TO
SITE AND FACILITIES LEASE
By and Between the
HESPERIA JOINT PUBLIC FINANCE AUTHORITY,
as Lessor
and the
CITY OF HESPERIA,
as Lessee
Dated as of _____ 1, 2023
Relating to
$26,735,000
HESPERIA JOINT PUBLIC FINANCE AUTHORITY
2012 Lease Revenue Bonds
(Water Rights Acquisition)
AMENDMENT NO. 1 TO SITE AND FACILITIES LEASE
THIS AMENDMENT NO. 1 TO SITE AND FACILITIES LEASE (this “Amendment”), made and entered into as of _____ 1, 2023, by and between the HESPERIA JOINT PUBLIC FINANCE AUTHORITY, a joint powers agency, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), and the CITY OF HESPERIA, a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), amends that certain Site and Facilities Lease (the “Original Site and Facilities Lease”), made and entered into as of December 1, 2012, by and between the Authority and the City, which Original Site and Facilities Lease was recorded as Instrument No. 2012-0530311 in the real property records of the County of San Bernardino on December 12, 2012.
RECITALS
WHEREAS, the City and the Authority entered into the Original Site and Facilities Lease in connection with the issuance of the $26,735,000 Hesperia Joint Public Finance Authority 2012 Lease Revenue Bonds (Water Rights Acquisition) 2012 Bonds(the “2012 Bonds”); and WHEREAS, the 2012 Bonds were issued pursuant to an Indenture, dated as of December 1, 2012 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, N.A., as successor trustee; and WHEREAS, the Authority leased certain real property and improvements (the “Leased Property”) from the City under the Original Site and Facilities Lease, and subleased such Leased Property to the City pursuant to a Property Lease, dated as of December 1, 2012 (the “Original Property Lease”), a memorandum of which Original Property Lease was recorded as Instrument No. 2012-0530312 in the real property records of the County of San Bernardino on December 12, 2012; and WHEREAS, Section 12.02 of the Original Property Lease granted to the City the option at any time and from time to time during the term of the Original Property Lease to remove from such Original Property Lease any portion of the Leased Property, provided that the City first satisfies all of the following requirements:
(a) No event of default has occurred and is continuing under the Original Property Lease, (b) The City shall file with the Authority and the Trustee an amended Exhibit A to the Original Property Lease which deletes the legal description of such Leased Property, (c) The City shall cause to be recorded in the Office of the San Bernardino County Recorder a copy of an executed amendment to the Original Property Lease containing an amended Exhibit A, or a memorandum reflecting such amendment to Exhibit A, (d) The City shall cause to be filed with the Trustee an Opinion of Bond Counsel substantially to the effect that such removal will not affect the obligation of the City to continue to pay Base Rental payments in the amounts and at the times and in the manner required by the Original Property Lease, (e) The City shall file with the Authority and the Trustee a certificate stating that (1) the annual fair rental value of the remaining Leased Property, taking into consideration the removal of the applicable portion of the Leased Property, is no less than the maximum annual Base Rental and Additional Rental remaining unpaid hereunder at the time of such removal and (2) the useful life of the remaining Leased Property is at least as long as the remaining term of this Property Lease, and (f) The City shall provide written notice to each rating agency then rating the Bonds of the proposed removal; and WHEREAS, the City and the Authority have agreed to amend Exhibit A to the Original Property Lease to remove from the Original Property Lease the real property and improvements constituting the Hesperia Branch Library and the Civic Plaza Park Hall, as described in Exhibit B attached hereto and made a part hereof, leaving the Hesperia Police Station as the Leased Property under the Original Property Lease, and the City and the Authority wish to amend the Original Site and Facilities Lease for the same purpose; and WHEREAS, Section 3.06 of the Original Site and Facilities Lease provides that the Leased Property may be removed in part in implementation of the provisions of Section 12.02 of the Original Property Lease, and in such event, Exhibit A of the Original Site and Facilities Lease shall be revised accordingly; and WHEREAS, Section 5.03 of the Original Site and Facilities Lease authorizes the City and the Authority to amend the Original Site and Facilities Lease as required in connection with an amendment of the Original Property Lease; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Amendment do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Original Site and Facilities Lease.
Section 2. Amendment of Exhibit A. Exhibit A of the Original Site and Facilities Lease is hereby amended and restated in its entirety, as set forth on Exhibit A to this Amendment attached hereto and made a part hereof.
Section 3. Release of Real Property. The real property described in Exhibit B is hereby released and no longer encumbered by the Original Site and Facilities Lease.
Section 4. Confirmation of Original Site and Facilities Lease; Conflict With Original Site and Facilities Lease. All representations, covenants, warranties and other provisions of the Original Site and Facilities Lease, unless specifically amended, modified or supplemented by this Amendment, are hereby confirmed as applicable to this Amendment. In the event of any conflict between the provisions of this Amendment and the Original Site and Facilities Lease, the provisions of this Amendment shall govern.
Section 5. Law Governing. This Amendment shall be governed exclusively by the laws of the State of California as the same from time to time exist.
Section 6. Execution. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Amendment. It is also agreed that separate counterparts of this Amendment may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.
IN WITNESS WHEREOF, the Authority and the City have caused this Amendment No. 1 to Site and Facilities Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
CITY OF HESPERIA, as Lessor
Attest
By:
By:
City Clerk
City Manager
HESPERIA JOINT PUBLIC FINANCE AUTHORITY, as Lessee
Attest
By:
By:
Secretary
Executive Director
[attach Notary acknowledgment]
EXHIBIT A
DESCRIPTION OF THE SITE
The land referred to in this Exhibit A is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:
Parcel 1 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County.
EXHIBIT B
DESCRIPTION OF RELEASED PROPERTY – CITY HALL
The land referred to in this Exhibit B is situated in the City of Hesperia, County of San Bernardino, State of California, and is described as follows:
Parcels 4 and 7 of Parcel Map No. 19153, in the City of Hesperia, County of San Bernardino, State of California, as per Map filed in Book 238 Pages 42 and 43 of Parcel Maps, in the office of the County Recorder of said County. 1 3
A-1
B-1