DRAFT
Attachment B - Site and Facility Lease.docx
10005302
AFTER RECORDATION PLEASE RETURN TO:
Kutak Rock LLP
_______________
_______________
Attention: _______________
T
HIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT F
ROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
SITE AND FACILITY LEASE
Dated as of September [__], 2026
by and between the
CITY OF LONG BEACH,
as Lessor
and the
FINANCE AUTHORITY OF LONG BEACH,
as Lessee
ATTACHMENT B
SITE AND FACILITY LEASE
THIS SITE AND FACILITY LEASE (this “Site and Facility Lease” ), dated as of September [__], 2026, is by and between the C ITY OF LONG BEACH, a municipal corporation and chartered city organized and existing under and by virtue of the laws of the State of California (the “City”), as lessor, and the FINANCE AUTHORITY OF LONG BEACH, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “Authority”), as lessee; W ITNESSETH :
WHEREAS, pursuant to this Site and Facility Lease, the City proposes to lease those certain parcels of real property situated in Los Angeles County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site” ), and those certain improvements thereon, more particularly described in Exhibit B hereto (the “Facility” and, with the Site, the “Property”), to the Authority, all for the purpose of providing funds to the City for various operational needs of the City;
WHEREAS, the Authority proposes to lease the Property back to the City pursuant to that certain Lease Agreement, dated as of September [__], 2026, a memorandum of which is recorded concurrently herewith (as supplemented, amended and restated from time to time, the “Lease Agreement”) and to assign all of its rights, title and interest in, to and under this Site and Facility Lease and the Lease Agreement, including its right to receive lease payments under the Lease Agreement (the “Lease Payments” ), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under the Lease Agreement in the event of a default thereunder by the City, to Wells Fargo Bank, National Association. (together with its successors and assigns, the “Assignee” ), pursuant to that certain Assignment Agreement, dated as of September [__], 2026, by and between the Authority and the Assignee (as amended, the “Assignment Agreement”), and recorded concurrently herewith; N
OW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows:
SECTION 1. D EFINITIONS.
Capitalized terms used, but not otherwise defined, in this Site and Facility Lease shall have the meanings ascribed to them in the Lease Agreement.
SECTION 2. S ITE AND FACILITY LEASE.
The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, the Property. The City further grants, conveys and confirms to the Authority, for the use, benefit and enjoyment of the Authority, its agents, successors and assigns (including but not limited to the Assignee as defined in the Lease Agreement) and its successors in interest to the Property, and their respective employees, invitees, agents, independent contractors, patrons, customers, guests, and members of the public visiting the Property, during the term of this Site Lease, an irrevocable, non- exclusive easement onto, upon,
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over, across and through the real property surrounding the Property (the “Easement Property”) to and from the Property for the purposes of: (a) ingress, egress, passage or access to and from the Property by pedestrian or vehicular traffic; (b) inspection of all or any portion of the real or personal property, equipment and/or fixtures comprising the Property; (c) exercising the remedies provided in the Lease Agreement and this Site Lease; (d) to permit the operation and maintenance of the Property and the installation, maintenance and replacement of utility wires, cables, conduits and pipes; (e) providing vehicular parking spaces to the extent legally required for normal operation of the Property; and (f) other purposes and uses necessary or desirable for access to and from the Property together with the right of access to the rights of way from adjacent lands of the City. Without limiting the generality of the foregoing, the Authority shall have full access to the exterior portions and loading areas of the Property.
SECTION 3. T ERM.
The term of this Site and Facility Lease shall commence on the date of recordation of this Site and Facility Lease in the City of the County Recorder of Los Angeles County, State of California, and shall end on June 1, [2036] , unless such term is extended or sooner terminated as hereinafter provided. If, on June 1, [2036], the aggregate amount of Lease Payments (as defined in and as payable under the Lease Agreement) shall not have been paid by reason of abatement, default or otherwise, or provision shall not have been made for their payment in accordance with the Lease Ag reement, then the term of this Site and Facility Lease shall be extended until such Lease Payments shall be fully paid or provision made for such payment, but in no event later than June 1, [2046]. If, prior to June 1, [2036], all Lease Payments shall be fully paid or provision made for such payment in accordance with the Lease Agreement, the term of this Site and Facility Lease shall end.
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ECTION 4. A DVANCE RENTAL PAYMENT.
The City agrees to lease the Property to the Authority in consideration of the Borrowings and Advances that the Authority will cause the Assignee to make to the City pursuant to the conditions set forth in the Lease Agreement and the Letter Agreement. The City and the Authority agree that by reason of the assignment of the Lease Payments and other rights of the Authority to the Assignee under and pursuant to the Assignment Agreement, the advance rental payment referenced in the preceding sentence shall be deemed to have been paid.
SECTION 5. P URPOSE.
The Authority shall use the Property solely for the purpose of leasing the Property to the City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however , that in the event of default by the City under the Lease Agreement, the Authority and its assigns, including the Assignee, may exercise the remedies provided in the Lease Agreement.
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SECTION 6. C ITY’S INTEREST IN THE PROPERTY.
The City represents, warrants and covenants that it is the owner in fee of the Property and there exists no mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to the Property other than Permitted Encumbrances. In the event of a title defect in the Property that impairs the City’s valid fee title to, beneficial use and enjoyment of, or the right to use and occupy the Property, the City covenants that it will exercise its condemnation powers to the extent permitted by law to obtain the necessary rights in the Property to cure such title defect and/or limitation of the right to use and occupancy. The City covenants and agrees that in the event any encumbrance, asserted encumbrance, claim, dispute or other issue arises with respect to the City’s fee simple legal title to (or the Authority’s first priority leasehold interest in) the Property or any of the real property on which the Property is located, or any other matters relating to the City’s valid fee title to, or beneficial use and enjoyment of, the Property or any of the real property on which the Property located (each of the foregoing referred to as a “Real Property Issue”), the City will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue and ensure the City has beneficial use and enjoyment of the Property and provide the Authority with and will ensure the Authority has, adequate access to the Property and the real property on which the Property is located for purposes of accessing, inspecting and/or reletting or exercising remedies under this Site Lease or the Lease Agreement (if necessary) with respect to the Property and the City shall ensure that its fee interest and the Authority’s first priority leasehold interest in the Property remain free and clear of Real Property Issues. The City covenants and agrees that the City shall take all steps necessary (with the Assignee’s prior written approval) to promptly correct any errors or issues with respect to any legal description, UCC -1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to or encumbering the Property or any of the real property on which the Property is located, in order to protect the Authority’s first priority leasehold interest in the Property at all times.
The City hereby represents, warrants and covenants that (i) none of the exceptions (the “Exceptions”) disclosed in the preliminary title report dated _____, 2026, from Stewart Title Guaranty Company with respect to the Property (the “Preliminary Report”), impair or will impair the use of the Property for its intended purposes under this Site Lease or the Lease Agreement or interfere or will interfere with the City’s beneficial use and enjoyment of the Property or result in any abatement of Lease Payments under the Lease Agreement and (ii) none of the Exceptions adversely affect or will adversely affect the rights and interests of the Assignee under this Site Lease, the Lease Agreement or the Assignment Agreement.
The City represents, warrants and covenants that, as of the date of this Site and Facility Lease, no eminent domain proceedings or other adverse actions have been commenced against any portion of the Property as a result of all or a portion of the Property being located within the boundaries of the [Central Long Beach Redevelopment Project ], as set forth as exceptions in the Preliminary Report, and if at any time any such eminent domain proceedings or other adverse actions are commenced against any portion of the Property the City shall take all actions necessary to contest such proceedings. The City hereby represents, warrants and covenants that the encumbrances referenced in such exception shown in Preliminary Report will not impair the use of the Property for its intended purposes under this Site and Facility Lease and the Lease
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Agreement and will not interfere with the City’s beneficial use and enjoyment of the Property or result in any abatement of Lease Payments under the Lease Agreement.
SECTION 7. C ITY REPRESENTATIONS AND CERTIFICATIONS TO THE AUTHORITY AND THE ASSIGNEE.
The City hereby certifies and represents, warrants, covenants and agrees as follows:
(a) This Site and Facility Lease is in full force and effect, and there have been no amendments, modifications, changes or additions since its execution. (b) To the best of the City’s knowledge, the Authority is not and will not be, in any respect, in default under the terms and provisions of this Site and Facility Lease.
Further, to the best of the City’s knowledge, the City knows of no event which would, currently or with the passage of time or giving of notice, or both, constitute a default under the terms of this Site and Facility Lease by either the Authority or the City. (c) The City has not currently encumbered its fee interest in the Property to any lender or financial institution, whether by way of mortgage, deed of trust or other security instruments, except for this Site and Facility Lease and the Lease Agreement which is being recorded concurrently herewith and Permitted Encumbrances (as defined in the Lease Agreement).
(d) The City acknowledges and hereby consents to the Lease Agreement. (e) Upon the Event of Default under the Lease Agreement, the City will standstill and allow the Assignee (or the Authority at the direction of the Assignee) to pursue any and all remedies available to the Authority and/or Assignee under either this Site and Facility Lease or the Lease Agreement.
(f) Except for the rental payment referenced in Section 4, no additional rent is or will be due under this Site and Facility Lease by the Authority through the term of this Site and Facility Lease and the Authority has satisfied all of its obligations under this Site and Facility Lease.
(g) During the term of the Site and Facility Lease, the City will not consent to any waiver, amendment, modification, replacement or termination of this Site and Facility Lease without the prior written consent of the Assignee. (h) During the term of this Site and Facility Lease, the City will not encumber its interest in the Site without the prior written consent of the Assignee. (i) The City acknowledges that this Site and Facility Lease cannot be terminated by the City for any reason, except according to Section 3.
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(j) Notwithstanding any Site and Facility Lease provisions to the contrary, policies of insurance shall be carried and maintained by the City in accordance with the terms of the Lease Agreement, with a loss payable and additional insured clauses to Assignee, as applicable.
SECTION 8. A SSIGNMENTS AND SUBLEASES.
The Authority may not assign its rights under this Site and Facility Lease or sublet the Property, except as provided in the Lease Agreement and the Assignment Agreement, without the prior written consent of the Assignee. The City consents to the assignment of the Authority’s interest in this Site and Facility Lease to the Assignee and to its successors and assigns as provided in the Lease Agreement and the Assignment Agreement. The Assignee (including their successors and assigns under the Lease Agreement) may fully and freely assign and sublease the Property or any portion thereof, subject to this Site and Facility Lease.
SECTION 9. R IGHT OF ENTRY.
The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.
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ECTION 10. T ERMINATION.
The Authority agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Property in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site at the time of the termination of this Site and Facility Lease shall remain thereon and title thereto shall vest in the City.
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ECTION 11. D EFAULT.
In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site and Facility Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site and Facility Lease and of the Lease Agreement shall be deemed to occur as a result thereof and the City shall have no right to terminate this S ite and Facility Lease as a remedy for such default. Notwithstanding the foregoing, so long as the Lease Agreement remains in effect, the City will continue to pay the Lease Payments to the Assignee.
In the event of the occurrence of an Event of Default under the Lease Agreement or a breach or default of the certifications and representations, warranties and covenants of the City contained in Section 7, the Assignee (or the Authority at the direction of the Assignee) may (i) exercise the remedies provided in the Lease Agreement, (ii) use the Property for any lawful
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purpose, subject to any applicable legal limitations or restrictions, and (iii) exercise all options provided herein.
SECTION 12. Q UIET ENJOYMENT.
The Authority, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and enjoy all of the Property subject to the provisions of the Lease Agreement.
SECTION 13. W AIVER OF PERSONAL LIABILITY.
All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every board member, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Site and Facility Lease. No board member, director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder.
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ECTION 14. T AXES.
All assessments of any kind or character and all taxes, including possessory interest taxes, levied or assessed upon the Property or the Authority’s interest in the Property created by this Site and Facility Lease (including both land and improvements) will be paid by the City in accordance with the Lease Agreement.
SECTION 15. E MINENT DOMAIN.
In the event the whole or any part of the Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the greater of (a) the Authorized Amount (as defined in the Lease Agreement) and (b) amount of the then unpaid principal component of the Lease Payments, any then unpaid interest component of the Lease Payments and any premium due with respect to the prepayment of Lease Payments and all amounts due and payable under the Lease Agreement, including, without limitation, amounts due and payable under Section 3.15 of the Lease Agreement and all other Obligations due and payable under the Lease Agreement, to the date such amounts are remitted to the Authority or its assignee, and, subject to the provisions of the Lease Agreement following payment of all Obligations outstanding, the balance of the award, if any, shall be paid to the City. The City hereby waives, to the extent permitted by law, any and all rights that it has or may hereafter have to acquire t he interest of the Authority in and to the Property through the eminent domain powers of the City.
Without limiting the foregoing provision, the City hereby agrees, to the extent permitted by law, that the compensation to be paid in any condemnation proceedings brought by or on behalf of the City with respect to the Property shall be in an amount not less than greater of (x) the Authorized Amount (as defined in the Lease Agreement) and (y) the total unpaid principal component of Lease Payments, the interest component of Lease Payments accrued to the date of payment of all Lease Payments and any premium due with respect to the prepayment of Lease Payments under the Lease
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Agreement and all amounts due and payable under the Lease Agreement, including, without limitation, amounts due and payable under Section 3.15 of the Lease Agreement and all other Obligations due and payable under the Lease Agreement.
SECTION 16. U SE OF THE PROCEEDS.
The City and the Authority hereby agree that the lease to the Authority of the City’s right and interest in the Property pursuant to Section 2 serves the public purposes of the City.
SECTION 17. A TTORNEYS’ FEES, COSTS AND EXPENSES.
Further Assurances and Corrective Instruments. The City covenants and agrees that in the event any lien, encumbrance, asserted encumbrance, claim, reverter, dispute or other issue arises with respect to the City’s legal title to or valid and marketable, beneficial use and enjoyment of, or the Authority’s interest in, the Property (each of the foregoing referred to as a “Real Property Issue”), the City will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue (including but not limited to condemnation action) and/or provide the Authority with, or as applicable, will take all steps available to the City to ensure the Authority has, adequate access to and use of the Property and the City has beneficial use and enjoyment of the Property and the City shall ensure that its fee interest in the Property remains free and clear of Real Property Issues. The City covenants and agrees that in the event any legal description filed or recorded with respect to the Authority’s interests in the Property reflects any incorrect real property legal description, the City shall take all steps necessary (with the Authority’s prior written approval) to promptly correct any errors with respect to such legal descriptions.
The City and the Authority 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 carrying out the expressed intention of this Site Lease and the Lease Agreement.
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ECTION 18. P ARTIAL INVALIDITY.
If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law.
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ECTION 19. N OTICES.
All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, at the addresses set forth
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in the Lease Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing.
SECTION 20. B INDING EFFECT.
This Site and Facility Lease shall inure to the benefit of and shall be binding upon the City and the Authority and their respective successors and assigns. The Assignee is recognized as and shall be deemed to be an irrevocable third -party beneficiary of this Site and Facility Lease and may enforce the provisions of this Site and Facility Lease as if it were a party hereto.
SECTION 21. A MENDMENT.
The Authority and the City may at any time amend or modify any of the provisions of this Site Lease, but only with the prior written consent of the Assignee.
SECTION 22. S ECTION HEADINGS.
All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site and Facility Lease.
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ECTION 23. A PPLICABLE LAW.
This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.
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ECTION 24. N O MERGER.
Neither this Site and Facility Lease, the Lease Agreement nor any provisions hereof or thereof shall be construed to effect a merger of the title of the City to the Property under this Site and Facility Lease and the City’s leasehold interest therein under the Lease Agreement.
SECTION 25. E XECUTION IN COUNTERPARTS.
This Site and Facility Lease 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 instrument.
SECTION 26. S EVERABILITY OF INVALID PROVISIONS.
If any one or more of the provisions contained in this Site Lease are for any reason held to be invalid, illegal or unenforceable in any respect, then such provision or provisions will be deemed severable from the remaining provisions contained in this Site Lease and such invalidity, illegality or unenforceability shall not affect any other provision of this Site Lease, and this Site Lease shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Site Lease and each and every other Section, paragraph, sentence, clause or phrase hereof
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irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Site Lease may be held illegal, invalid or unenforceable.
SECTION 27. R ELEASE OR SUBSTITUTION OF PROPERTY.
If the City exercises its option under Section 4.6 of the Lease Agreement to release all or a portion of Property in whole or in part or if any substitution of Property is effectuated pursuant to Section 4.7 of the Lease Agreement, such release or substitution shall also automatically operate to release or substitute property for the Property leased hereunder. The description of the property leased under the Lease shall conform at all times to the descr iption of the property leased hereunder.
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ATTACHMENT B
[SIGNATURE PAGE TO SITE AND FACILITY LEASE]
IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
CITY OF LONG BEACH
By ____________________________________
Name: ______________________________
Title: _______________________________
ATTEST:
By: _________________________________
Name: ___________________________
Title: ____________________________
FINANCE AUTHORITY OF LONG BEACH
By ____________________________________
Name: ______________________________
Title: _______________________________
ATTEST:
By: _________________________________
Name: ___________________________
Title: ____________________________
ATTACHMENT B
NOTARY ACKNOWLEDGMENT
State of California
ss.
County of
On , before me, , Notary Public
Date Name and Title of Officer (e.g., “Jane Doe, Notary Public")
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature [Seal]
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ATTACHMENT B
NOTARY ACKNOWLEDGMENT
State of California
ss.
County of
On , before me, , Notary Public
Date Name and Title of Officer (e.g., “Jane Doe, Notary Public")
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature [Seal]
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ATTACHMENT B
EXHIBIT A
DESCRIPTION OF THE SITE
All that certain real property situated in City of Long Beach, Los Angeles County, State of California, described as follows
ATTACHMENT B
EXHIBIT B
DESCRIPTION OF THE FACILITY
ATTACHMENT B