(e) Borrower shall not install, or permit to be installed, on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal or state regulations respecting such material, and, with respect to any such material currently present at the Property, Borrower shall promptly either (i) remove or cause to be removed any material that such regulations deem hazardous and require to be removed or (ii) otherwise comply with such federal and state regulations, at Borrower's sole cost and expense . If Borrower shall fail to so do within the cure period permitted under applicable law, regulation, or order, then City may do whatever is necessary to eliminate said substances from the premises or to otherwise comply with the applicable law, regulation or order, and the costs thereof shall be added to the Obligations of Borrower under this Section 2.
(f) Borrower shall immediately advise City in writing of any of the following:
(i) any pending or threatened environmental claim against Borrower or the Property, (ii) any Measure H Loan Agreement Agreement No. A-9242
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condition or occurrence on the Property that (A) results in noncom pliance by Borrower with any applicable environmental law, (B) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law or (C) could reasonably be anticipated to form the basis of an envi ron- mental claim against the Property or Borrower.
2.2 Indemnity. Borrower shall indemnify, protect and hold City harmless from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedi ngs, costs, disbursements or expenses (including, without limitation, attorneys’ and experts’ fees and disbursements) of any kind or of any nature whatsoever (collectively, the “Obligations”) which may at any time be imposed upon, incurred by or asserted or awarded against City and arising from or out of:
(a) The presence of any Hazardous Materials on, in, under or affecting all or any portion of the Property or any surrounding areas;
(b) The breach of any covenant made by Borrower in Section 2.1 hereof; or
(c) The enforcement by City of any of the provisions of this Section 2.2 or the assertion by Borrower of any defense to its obligations hereunder. Subject to the qualifications set forth in Section 2.3 below, Borrower shall be liable for payment and performance of the Obligations to the full extent ( but only to the extent) of the P roperty and assets (including Borrower’s leasehold interest in the Property) which constitute security for such Obligations. If default occurs in the timely and proper payment a nd performance of any such Obligations, then any judicial proceedings brought by City against Borrower shall be limited to the protection and preservation of the Property, the preservation, enforcement and foreclosure of the liens, mortgages, assignments, rights and security interests securing such Obligations and enforcement and collection of such Obligations for which Borrower remains directly liable. If there is a foreclosure of any such liens, mortgages, assignments, rights and security interests by power of sale or otherwise, then no personal judgment for any deficiency thereon shall be sought or obtained by City against Borrower, or its officers, directors, agents, attorneys, servants or employees.
2.3 Exceptions to Non-Recourse Liability. Notwithstanding the foregoing:
(a) City may proceed against any other person or entity whatsoever with respect to the enforcement of any guarantees, surety bonds, letters of credit, reimbursement agreements or similar rights to payment or performance; and
(b) City may recover personally from any person or entity:
(1) any damages, costs and expenses incurred by City as a result of the negligence of such person or entity, involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials by such person or entity or by others; provided, however, that neither Borrower nor any officer, director, agent, attorney, servant or Measure H Loan Agreement Agreement No. A-9242
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employee of Borrower shall have any personal liability if the act or omission complained of was performed in good faith and was not reckless, wanton, intentional or grossly negligent;
(2) any damages, costs and expenses incurred by City as a result of fraud or any criminal act or acts of Borrower or any partner, shareholder, officer, director or employee of Borrower, or of any general partner of Borrower relating to the use, generati on, treatment, storage, release or disposal of any Hazardous Materials; and
(3) all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that City shall pay Borrower’s reasonable court costs and attorneys ’ fees if Borrower is the prevailing party in any such enforcement or collection action).
3. BORROWER’S UNCONDITIONAL OBLIGATIONS
3.1 Unconditional Obligations. Borrower hereby agrees that the Obligations shall be paid and performed strictly in accordance with the terms of this Indemnity, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the City Loan Documents or affecting any of the rights of City with respect thereto. The obligations of Borrower hereunder shall be absolute and unconditional irrespective of:
(a) The validity, regularity, or enforceability of the City Loan Documents or any other instrument or document executed or delivered in connection therewith;
(b) Any alteration, amendment, modification, release, termination or cancellation of any of the City Loan Documents, or any cha nge in the time, manner or place of payment of, or in any other term in respect of, all or any of the obligations of Borrower contained in any of the City Loan Documents;
(c) Any extension of the maturity of the City Loan or any waiver of, or consent to any departure from, any provision contained in any of the City Loan Documents;
(d) Any exculpatory provision in any of the City Loan Documents limiting City’s recourse to property encumbered by the City Deed of Trust, or to any other security, or limiting City’s rights to a deficiency judgment against Borrower;
(e) Any exchange, addition, subordination, or release of, or nonperfection of any lien on or security interest in, any collateral for the City Loan, or any release, amendment, waiver of, or consent to any departure from any provision of, any other Borrower or guarantee given in respect of the City Loan;
(f) The insolvency or bankruptcy of Borrower or of any indemnitor or guarantor under any other indemnity or guarantee given in respect of the City Loan; or
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(g) Any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any other indemnitor or guarantor with respect to the City Loan or any or all of the Obligations.
3.2 Continuation. This Indemnity (i) is a continuing indemnity and shall remain in full force and effect until the satisfaction in full of all of the Obligations (notwithstanding the payment in full of the City Loan, the release or other extinguishment of the City Loan or any security for the City Loan) and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by City upon the insolvency, bankruptc y or reorganization of B orrower, or otherwise, all as though such payment had not been made.
3.3 Termination. Notwithstanding the payment (and performance) in full of all of the Obligations and the payment (or performa nce) in full of all of Borrower’s obligations under the City Loan Documents, this Indemnity shall not terminate if any of the following shall have occurred:
(a) City has at any time or in any manner participated in the management or control of, taken possession of (whether personally, by agent or by appointment of a receiver), or taken title to the Property or any portion thereof, whether by foreclosure, deed in lieu of foreclosure, sale under power of sale or otherwise; or
(b) There has been a change, between the date hereof and the date on which all of the Obligations are paid and performed in full, in any Hazardous Materials laws, the effect of which may be to make a lender or mortgagee liable in respect of any of the Obligat ions, notwithstanding the fact that no event, circumstance or condition of the nature described in paragraph (a) above ever occurred.
4. WAIVER
Borrower hereby waives the following:
(a) Promptness and diligence;
(b) Notice of acceptance and notice of the incurrence of any obligation by Borrower;
(c) Notice of any action taken by City , Borrower, or any other interested party under any City Loan Document or under any other agreement or instrument relating thereto;
(d) All other notices, demands, and protests, and all other formalities of every kind, in connection with the enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving B orrower of its Obligations hereunder;
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(e) The right to a trial by jury with respect to any dispute arising under, or relating to, this Indemnity;
(f) Any requirement that City protect, secure, perfect or insure any security interest or lien in or on any property subject thereto;
(g) Any requirement that City exhaust any right or take any action against Borrower or any other person or collateral; and
(h) Any defense that may arise by reason of:
(1) The incapacity, lack of authority, death or disability of, or revocation hereof by, any person or persons;
(2) The failure of City to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of any person or persons; or
(3) Any defense based upon an election of remedies by City, including, without limitation, an election to proceed by nonjudicial foreclosure or which destroys or otherwise impairs the subrogation rights of Borrower or any other right of City to proceed against Borrower.
5. NOTICES
Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be personally delivered, or mailed by first-class registered or certified mail, postage prepaid, return receipt requested, to the address set forth in the first paragraph of this Indemnity, above, of the Party to whom such notice is to be given (or to such other address as the Parties, shall designate in writing).
Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt and any notice that is sent by registered or certified mail, postage prepaid, return receipt required shall be deemed received on the date of receipt thereof.
6. MISCELLANEOUS
6.1 Borrower shall make any payment required to be made hereunder in lawful money of the United States of America, and in same day funds, to City at its address specified in the first paragraph hereof.
6.2 No amendment of any provision of this Indemnity shall be effective unless it is in writing and signed by the Parties, and no waiver of any provision of this Indemnity, and no consent to any departure by Borrower from any provision of this Indemnity, shall be effective unless it is in writing and signed by City, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
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6.3 No failure on the part of City to exercise, and no delay in exercising, any right hereunder or under any other City Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of City provided herein and in the other City Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of City under any City Loan Document against any party thereto are not conditional or contingent on any attempt by City to exercise any of its rights under any other City Loan Document against such party or against any other person or collateral.
6.4 Any provision of this Indemnity that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction.
6.5 This Indemnity shall (i) be binding upon Borrower and Borrower’s successors and assigns and (ii ) inure, together with all rights and remedies of City hereunder, to the benefit of City, its directors, officers, employees and agents, any successors to City’s interest in the Property, any other person who acquires any portion of the Property at a foreclosure sale or otherwise through the exercise of City’s rights and remedies under the City Loan Documents, any successors to any such person, and all directors, officers, employees and agents of all of the aforementioned parties. Without limiting the generality of clause (ii) of the immediately preceding sentence, City may, subject to, and in accordance with, the provisions of the City Loan Documents, assign or otherwise transfer all or any portion of its rights and obligations under any other City Loan Document, to any other person, and such other person shall thereupon become vested with all of the rights and obligations in respect thereof that were granted to City herein or otherwise. None of the rights or obligations of Borrower hereunder may be assigned or otherwise transferred without the prior written consent of City.
6.6 Borrower hereby (i ) irrevocably submits to the jurisdiction of any California or federal court sitting, in each instance, in Los Angeles County in any action or proceeding arising out of or relating to this Indemnity, (ii) waives any defense based on doctrines of venue or forum non conveniens or similar rules or doctrines and (iii) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such California or federal court.
Borrower irrevocably consent s to the service of any and all process which may be required or permitted in any such action or proceeding to the address specified in the first paragraph of this Indemnity, above. Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
6.7 The title of this Indemnity and the captions used herein are inserted only as a matter of convenience and for reference and shall in no way define, limit or describe the scope or the intent of this Indemnity or any of the provisions hereof.
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6.8 This Indemnity shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California applicable to contracts made and to be performed therein, except to the extent that the laws of the United States preempt the laws of the State of California.
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6.9 This Indemnity may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Borrower has duly executed this Indemnity as of the date first set forth above.
“BORROWER”
VICTORY OUTREACH-PALMDALE, a California nonprofit corporation
By:
Michael Gonzalez
President
ATTEST:
By:
Christina Gonzalez
Secretary
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 7 – Form of Environmental Indemnity APN: 3008-013-902 Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
A leasehold interest created by that certain Ground Lease between the HOUSING AUTHORITY OF THE CITY OF PALMDALE and VICTORY OUTREACH - PALMDALE, a California nonprofit corporation, dated as of ___________, 2025, in the real property described as follows:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF PALMDALE,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 239 OF TRACT NO. 14561, IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 410, PAGES 23 TO 27 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 3008-013-902
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach
APN: 3008-013-902
ATTACHMENT NO. 8
FORM OF ASSIGNMENT OF RENTS
[behind this page]
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Recording Requested by
and When Recorded Return to:
City Clerk, City of Palmdale
38300 Sierra Highway, Suite C
Palmdale, California 93550-4611
SPACE ABOVE THIS LINE FOR RECORDER’S USE
GOVERNMENT BUSINESS
Free Recording
(Cal. Govt. Code §27383)
Victory Outreach Agreement No. A-9242
APN: 3008-013-902
ASSIGNMENT OF RENTS AND LEASES FROM VICTORY OUTREACH-
PALMDALE TO THE CITY OF PALMDALE
THIS ASSIGNMENT OF RE NTS AND LEASES ( this “Assignment”), dated as of ______________________, 2025, is made by VICTORY OUTREACH- PALMDALE, a California nonprofit corporation (“Assignor”), in favor of the CITY OF PALMDALE, a municipal corporation, its successors, and assigns (“Assignee”).
RECITALS
A. Assignor is the owner of a leasehold interest in the real property described in Exhibit A attached hereto, pursuant to that certain Ground Lease between Assignee and Assignor dated as of ______________________, 2025, and is the owner of all of the personalty, fixtures, and improvements now or hereafter located thereon or attached thereto now existing or to be constructed thereon. Said real property, personalty, fixtures, and the improvements are herein referred to collectively as the “Premises”.
B. Assignee has agreed to make the City Loan to Assignor in the amount of $361,145 pursuant to the terms of a Measure H Loan Agreement by and between Assignor and Assignee , dated as of June 3, 2025 (the “Agreement”), as evidenced by the City Note. The City Loan is secured by the City Deed of Trust.
In order to induce Assignee to make the City Loan to Assignor, Assignor has agreed to execute this Assignment.
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NOW THEREFORE, with reference to the foregoing and in reliance thereon and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor agrees as follows:
AGREEMENT
1. All initially capitalized terms used herein, unless otherwise defined or required by context, shall have the meaning ascribed to them in the Agreement.
2. Subject to the prior rights of a ny lender whose lien is senior to the City Deed of Trust held by Assignee ( a “Senior Lender”), Assignor hereby absolutely grants, sells, assigns, transfers and sets over to Assignee, by this Assignment, all of Assignor ’s interests, whether now existing or hereafter acquired, in all subleases and other occupancy agreements of any nature, now or hereafter covering all or any part of the Premises, together with all exte nsions, renewals, modifications or replacements of said subleases and occupancy agreements, and together with any and all guarantees of the obligations of the sublessees and occupants (individually, a “Sublessee”) thereunder, whether now existing or hereafter executed, and all extensions and renewals of said guarantees. Said subleases and occupancy agreements, together with any and all guarantees, modifications, extensions and renewals thereof, are hereinafter referred to individually as a “Sublease” and collectively as the “Subleases”.
3. Assignor’s purpose in making this Assignment is to relinquish to Assignee its right to collect and enjoy the rents, roy alties, issues, profits, income and other benefits at any time accruing by virtue of the Subleases (collectively, “Rents and Profits”).
4. The P arties intend that this Assignment shall be a present, absolute and unconditional assignment and shall, immediately upon execution, give Assignee the right to collect the Rents and Profits and to apply them in payment of the principal and interest and all other sums payable on the indebtedness and other obligations under any of the City Loan Documents, as well as all other sums payable under the City Deed of Trust or any other instrument given as security for the indebtedness. However, Assignee hereby grants to Assignor a license to collect and use, subject to the provisions set forth below, the Rents and Profits as they respectively become due and to enforce the Subleases, so long as there is no default by Assignor in perf ormance of the terms, covenants or provisions of any of the City Loan Documents, after the expiration of any applicable notice and cure periods . Nothing contained herein, nor any collection of Rents and Profits by Assignee or by a receiver, shall be construed to make Assignee a “mortgagee in possession” of the Premises so long as Assignee has not entered into actual possession of the Premises.
5. Upon the occurrence of any default , after the expiration of any applicable notice and cure periods, under the terms and conditions of any of the City Loan Documents , this Assignment shall constitute a direction and full authority to each Sublessee under any Sublease Measure H Loan Agreement Agreement No. A-9242
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and each guarantor of any Sublease to pay all Rents and Profits to Assignee without proof of the default relied upon. Assignor hereby irrevocably authorizes each Sublessee and guarantor to rely upon and comply with any notice or demand by Assignee for the payment to Assignee of any Rents and Profits due or to become due.
6. Assignor represents and warrants as to each Sublease now or hereafter covering all or any portion of the Premises, unless Assignee has been otherwise advised in writing by Assignor:
a. That each Sublease is in full force and effect;
b. That no material default exists on the part of the Sublessee thereunder or Assignor;
c. That no rent in excess of one month’s rent has been collected in advance;
d. That no Sublease or any interest therein, except to the extent required by a Senior Lender, if any, has been previously assigned or pledged; and
e. That all rent due to date under each Sublease has been collected and no concession has been granted to any Sublessee in the form of a waiver, release, reduction, discount or other alteration of rent due or to become due except as previously disclosed to Assignor in writing.
7. Assignor agrees with respect to each Sublease:
a. If any Sublease provides for a security deposit paid by the Sublessee to Assignor and subject to the prior rights, if any, of a Senior Lender, then this Assignment transfers to Assignee all of Assignor’s right, title and interest in and to each such security deposit; provided, however, that Assignor shall have the right to retain said security deposit so long as Assignor is not in default, after the expiration of any applicable notice and cure periods, under any of the City Loan Documents; and provided f urther that Assignee shall have no obligation to the Sublessee with respect to such security deposit unless and until Assignee comes into actual possession and control of said security deposit.
b. If any Sublease provides for the abatement of rent during repair of the leased Premises by reason of fire or other casualty, then Assignor shall furnish rental insurance to Assignee, the policies to be with companies and in form, content, policy limits and terms as are customary in the case of entities owning similar property or assets similarly situated.
c. Each Sublease shall remain in full force and effect despite any merger of the interest of Assignor and any Sublessee thereunder . Except as may be otherwise provided in the Agreement, Assignor shall not terminate any Sublease (except pursuant to the terms of the Measure H Loan Agreement Agreement No. A-9242
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Sublease upon a default by any Sublessee thereunder), or materially modify or amend any Sublease or any of the terms thereof, or grant any concessions in connection therewith or accept a surrender thereof, without the prior written consent of Assignee, which consent shall not be unreasonably withheld.
d. Assignor shall not collect any Rents and Profits more than 30 days in advance of the date on which they become due under the terms of any Sublease.
e. Assignor shall not discount any future accruing Rents and Profits.
f. Assignor shall not consent to any assignment of any Sublease, or any subletting thereunder, whether or not in accordance with its terms, on any terms less favorable than those that would reflect an arm ’s length transaction in light of prevailing market conditions (subject to the rent restrictions applicable to the Premises), without the prior written consent of Assignee, except as may be otherwise provided in the Agreement.
g. Except as may be otherwise provided in the Agreement, Assignor shall not execute any further assignment of any of the Rents and Profits or any interest therein or suffer or permit any such assignment to occur by operation of law.
h. Assignor shall faithfully perform and discharge all obligations of the sublessor under each Sublease, and shall give prompt written notice to Assignee of any notice of Assignor’s default received from any Sublessee or any other person and furnish Assignee with a complete copy of said notice . Assignor shall appear in and defend, at no cost to Assignee, any action or proceeding arising under or in any manner connected with any Sublease. If requested by Assignee, Assignor shall enforce each Sublease and all remedies available to Assignor against the Sublessee in the case of default under the Sublease by the Sublessee.
i. Except as otherwise provided in the Agreement , and except for residential subleases entered into in the ordinary course of business, Assignor shall give Assignee written notice immediately upon entering into a Sublease of any part of the Premises and shall promptly upon request of Assignee provide to Assignee a true and correct copy of each executed Sublease .
Upon written notice from Assignee to Assignor, such Sublease shall be deemed included in this Assignment as though originally listed herein. At Assignee’s option, such notice may be recorded, without cost to Assignor, in the Official Records of Los Angeles County, California, which notice shall refer to this Assignment.
j. Except as otherwise provided in the Agreement , at Assignee ’s option, Assignor shall not hire, retain or contract with any third party for property management services with respect to the Premises, without the prior written approval of Assignee of such party and the terms of its contract for management services.
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k. Nothing herein shall be construed to impose any liability or obligation on Assignee under or with respect to any Sublease . Assignor shall indemnify, defend, and hold Assignee, its officers, directors, agents, employees and representatives (each, an “Indemnitee”) harmless from and against any and all liabilities, losses and damages that any Indemnitee may incur under any Sublease or by reason of this Assignment, and of and from any and all claims and demands whatsoever that may be asserted against any Indemnitee by reason of any alleged obligations to be performed or discharged by Assignee under any Sublease or this Agreement, unless any of the foregoing arises from or results from the gross negligence or willful misconduct of any Indemnitee. Should any Indemnitee incur any liability, loss or damage under any Sublease or by reason of this Assi gnment and such liability, loss or damage falls within the foregoing indemnification, Assignor shall immediately upon demand reimburse such Indemnitee for the amount thereof together with all costs and expenses and reasonable attorneys ’ fees (based on itemized invoices for time and charges) and court costs incurred by such Indemnitee . All of the foregoing sums shall bear interest at the maximum rate permitted by law from demand by Indemnitee until paid. Any Rents and Profits collected by Assignee may be applied by Assignee, in its discretion, in satisfaction of any such liability, loss, damage, claim, demand, cost, expense or fees.
8. Assignor hereby grants to Assignee the following rights:
a. Upon a default as described in the Agreement, Assignee shall be deemed to be the creditor of each Sublessee in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership or other debtor relief proceedings affecting such Sublessee, without obligation on the part of Assignee, however, to file timely claims in such proceedings or otherwise pursue creditor’s rights therein.
b. Assignee shall have the right to assign Assignor’s right, title and interest in the Subleases to any subsequent holder of the City Deed of Trust or any participating interest therein or to any person acquiring title to all or any part of the Premises through foreclosure or otherwise. Any subsequent assignee shall have all the rights and powers herein provided to Assignee.
c. Assignee shall have the right (but not the obligation), upon any default under the City Deed of Trust or the Agreement, to take any action as Assignee may deem necessary or appropriate to protect its security, including, without limitation, appearing in any action or proceeding and performing any obligations of t he sublessor under any Sublease, and Assignor agrees to pay, on demand, all costs and expenses, including, without limitation , reasonable attorneys’ fees and court costs incurred by Assignee in connection therewith, together with interest thereon at the rate of 10% per annum.
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d. Upon any default under any of the City Loan Documents (subject to any notice and cure provisions), and without notice to or consent of Assignor, Assignee shall have the following rights (none of which shall be construed to be obligations of Assignee):
i. Assignee shall have the right under this Assignment to use and possess, without rental or charge, the f ixtures, equipment, and personal property of Assignor located in or on the Premises and used in the operation or occupancy thereof. Assignee shall have the right to apply any of the Rents and Profits to pay installments due for personal property rented or purchased on credit, insurance premiums on p ersonal property, or other charges relating to personal property in or on the Premises . However, this Assignment shall not make Assignee responsible for the control, care, management, or repair of the Premises or any personal p roperty or for the carrying out of any of the terms or provisions of any Sublease.
ii. Assignee shall have the right to apply the Rents and Profits and any sums recovered by Assignee hereunder to the outstanding Indebtedness, as well as to charges for taxes, insurance, improvements, maintenance, and other items relating to the operation of the Premises.
iii. Assignee shall have the right to take possession of the Premises, manage and operate the Premises and Assignor ’s business thereon, and to take possession of and use all books of account and financial records of Assignor and its property managers or representatives relating to the Premises.
iv. Assignee shall have the right to execute new Subleases of any part of the Premises, including Subleases that extend beyond the term of the City Deed of Trust.
v. Assignee shall have the right to cancel or alter any existing Subleases.
vi. Assignee shall have the irrevocable authority, as Assignor ’s attorney-in-fact, such authority being coupled with an interest, to sign the name of Assignor and to bind Assignor on all papers and documents relating to the operation, leasing and maintenance of the Premises.
e. All of the foregoing rights and remedies of Assignee are cumulative, and Assignee shall also have upon the occurrence of any such default all other rights and remedies provided under any of the City Loan Documents or other agreement between the Parties , or otherwise available at law or in equity or by statute subject to the nonrecourse clause set forth in the City Note.
9. Failure of Assignee to avail itself of any terms, covenants, or conditions of this Assignment for any period of time or for any reason shall not constitute a waiver thereof.
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10. Notwithstanding any future modification of the terms of any of the City Loan Documents, this Assignment and the rights and benefits hereby assigned and granted shall continue in favor of Assignee in accordance with the terms of this Assignment.
11. This Assignment shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the Parties (including, without limitation, in the case of Assignee, any third parties now or hereafter acquiring any interest in the indebtedness or other obligations of Assignor under the City Note or the City Deed of Trust or a part thereof, whether by virtue of assignment, participation or otherwise). The words Assignor, Assignee and Sublessee, wherever used herein, shall include the persons and entities named herein or in any Sublease and designated as such and their respective heirs, legal representatives, successors and assigns, provided tha t any action taken by the named Assignee or any successor, designated as such by an instrument recorded in the Official Records of Los Angeles County, California, referring to this Assignment, shall be sufficient for all purposes notwithstanding that Assignee may have theretofore assigned or participated any interest in the obligation to a third party. All words and phrases shall be taken to include the singular or plural number, and the masculine, feminine or neuter gender, as may fit the case.
12. Any change, amendment, modific ation, abridgment, cancellation or discharge of this Assignment or any term or provision hereof shall be invalid without the written consent of Assignee.
13. Upon payment to Assi gnee of the full amount of the i ndebtedness and other obligations secured hereby and by the City Note and the City Deed of Trust , as evidenced by a recorded satisfaction or release of the City Deed of Trust, this Assignment shall be void and of no further effect. In such event, Assignee shall cooperate with Assignor to execute such instruments as may be reasonably necessary to remove the lien of this instrument from the Official Records of Los Angeles County.
14. All notices, demands, approvals, and other communications provided for herein shall be in writing and be delivered by overnight air courier, personal delivery, or registered or certified U.S. mail, postage prepaid with return receipt requested to the appropriate party at its address as follows:
If to Assignor: Victory Outreach
37419 25
th Street East
Palmdale, California 93550
If to City: City of Palmdale
38300 Sierra Highway
Palmdale, California 93550
Attention: City Manager
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 8 – Form of Assignment of Rents and Leases APN: 3008-013-902 Page 8
Addresses for notice may be changed from time to time by written notice to the other Party.
If any communication is given by U.S. Mail in the manner hereinabove described, then it shall be effective upon the earlier of (i) three days after deposit in a Post Office or other official depository under the care and custody of t he United States Postal Service or (ii ) actual receipt, as indicated by the return receipt. I f given by personal delivery, or by overnight air courier, then it shall be effective when delivered to the appropriate address set forth above.
15. This Assignment may be recorded in the Official Records of Los Angeles County, California, and Assignor shall pay any and all fees, charges, costs and expenses of such recording.
16. If any provision hereof is determined to be illegal or unenforceable for any reason, then the remaining provisions hereof shall not be affected thereby.
17. This Assignment shall be governed by and construed in accordance with the internal laws of the State of California.
18. If Assignee should bring any action to enforce its rights hereunder at law or at equity, then Assignor shall reimburse Assignee for all reasonable attorneys ’ fees and costs expended in connection therewith.
19. This Assignment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned Assignor has executed this Assignment as of the date first above written.
“ASSIGNOR”
VICTORY OUTREACH-PALMDALE, a California nonprofit corporation
By:
Michael Gonzalez
President
Date: _____________________________
ATTEST:
By:
Christina Gonzlez
Secretary
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 8 – Form of Assignment of Rents and Leases APN: 3008-013-902
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.
State of California )
County of _____________________ )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 t hat 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 _____________________________
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 8 – Form of Assignment of Rents and Leases APN: 3008-013-902 Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
A leasehold interest created by that certain Ground Lease between the HOUSING AUTHORITY OF THE CITY OF PALMDALE and VICTORY OUTREACH - PALMDALE, a California nonprofit corporation, dated as of ___________, 2025, in the real property described as follows:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 239 OF TRACT NO. 14561, IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 410, PAGES 23 TO 27 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 3008-013-902
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach
APN: 3008-013-902
ATTACHMENT NO. 9
MEASURE H LOAN REQUIREMENTS
[behind this page]
Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 9 – Measure H Loan Requirements APN: 3008-013-902 Page 1
MEASURE H LOAN REQUIREMENTS
(A-9242)
[EXCERPT ONLY]
d. Local Jurisdiction’s Compliance with County’s Defaulted Property Tax Reduction Program
The Local Jurisdiction acknowledges that County has established a goal of ensuring that all individuals and businesses that benefit financially from the County through any contract are current in paying their property tax obligations (secured and unsecured roll) in order to mitigate the economic burden otherwise imposed upon the County and its taxpayers. Unless the Local Jurisdiction qualifies for an exemption or exclusion, the Local Jurisdiction warrants and certifies that, to the best of its knowledge, it is now in compliance, and during the term of this Agreement will maintain compliance, with Los Angeles County Code Chapter 2.206.
e. OSHA/CAL-OSHA Compliance
The Local Jurisdiction shall comply with the provisions of the Occupational Safety and Health Act of 1970 (29 U.S.C. § 661, et seq.) and the California Occupational Safety and Health Act (Chapter 993 of the 1973 Statutes of California). f. Fair Labor
The Local Jurisdiction agrees to indemnify, defend, and hold harmless the County, its agents, officers, and employees from any and all liability including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorneys’ fees arising under any wage and hour law violation including, but not limited to, Federal Fair Labor Standards Act for services performed by the Local Jurisdiction’s employees for which the County may be found jointly or solely liable.
g. Force Majeure
i. Neither party shall be liable for such party’s failure to perform its obligations under and in accordance with this Agreement, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts (other than a lockout by such party or any of such party’s subcontractors), freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such party (such events are referred to in this paragraph as “force majeure events”). The Parties agree COVID -19 is not a force majeure event.
ii. Notwithstanding the foregoing, a default by a contractor or subcontractor of Local Jurisdiction shall not constitute a force majeure event, unless such default arises out of Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 9 – Measure H Loan Requirements APN: 3008-013-902 Page 2
causes beyond the control of both Local Jurisdiction and such subcontractor, and without any fault or negligence of either of them. In such case, Local Jurisdiction shall not be liable for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Local Jurisdiction to meet the required performance schedule. As used in this subparagraph, the term “subcontractor” and “subcontractors” mean subcontractors at any tier.
iii. In the event Local Jurisdiction’s failure to perform arises out of a force majeure event, Local Jurisdiction agrees to use commercially reasonable best efforts to obtain goods or services from other sources, if applicable, and to otherwise mitigate the dam ages and reduce the delay caused by such force majeure event.
h. Nondiscrimination
The Local Jurisdiction shall not discriminate against any person on the basis of race, color, sex, sexual orientation, age, religious belief, national origin, marital status, physical or mental handicap, medical condition, or place of residence in providing any Services under this Agreement.
i. County Lobbyist
The Local Jurisdiction and each County lobbyist or County lobbying firm as defined in Los Angeles County Code Section 2.160.010, retained by Local Jurisdiction, shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure on the part of the Local Jurisdiction or any County lobbyist or County lobbying firm retained by the Local Jurisdiction to fully comply with the County Lobbyist Ordinance shall constitute a material breach of this Agreement upon which County may immediately terminate or suspend this Agreement.
j. Use of Recycled Paper
Consistent with the Board of Supervisors’ policy to reduce the amount of solid waste deposited at County landfills, the Local Jurisdiction agrees to use recycled- content paper to the maximum extent possible on the Services.
k. Notice to Employees Regarding the Federal Earned Income Credit The Local Jurisdiction shall notify its employees, and shall require each subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the Federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice 1015. l. Consideration of Hiring Gain/Start Participants
Should the Local Jurisdiction require additional or replacement personnel after the effective date of this Agreement, the Local Jurisdiction will give consideration for any such employment openings to participants in the County's Department of Public Social Services Measure H Loan Agreement Agreement No. A-9242
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Greater Avenues for Independence (GAIN) Program or Skills and Training to Achieve Readiness for Tomorrow (START) Program who meet the Local Jurisdiction's minimum qualifications for the open position. For this purpose, consideration will mean that the Local Jurisdiction will interview qualified candidates. The County will refer GAIN/START participants by job category to the Local Jurisdiction. The Local Jurisdiction must report all job openings with job requirements to:
[email protected] and [email protected] and DPSS will refer qualified GAIN/START job candidates. In the event that both laid- off County employees and GAIN/START participants are available for hiring, County employees must be given first priority.
m. The Local Jurisdiction’s Charitable Activities Compliance The Supervision of Trustees and Fundraisers for Charitable Purposes Act regulates entities receiving or raising charitable contributions. The Nonprofit Integrity Act of 2004 (SB 1262, Chapter 919) increased the Charitable Purposes Act requirements. The County seeks to ensure that all County contractors that receive or raise charitable contributions comply with California law in order to protect the County and its taxpayers. A contractor that receives or raises charitable contributions without complying with its obligations under California law commits a material breach, subjecting it to either termination of this Agreement or debarment proceedings or both.
n. Compliance with the County Policy of Equity
The Local Jurisdiction acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in the County Policy of Equity (CPOE) (https://ceop.lacounty.gov/). The Local Jurisdiction further acknowledges that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate conduct based on a protected characteristic, and which may violate the CPOE. The Local Jurisdiction, its employees and subcontractors acknowledge and certify receipt and understanding of the CPOE. Failure of the Local Jurisdiction, its employees or its subcontractors to uphold the County’s expectations of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.
o. Local Jurisdiction’s Acknowledgement to County’ s Commitment to Safely Surrendered Baby Law
The Local Jurisdiction acknowledges that the County places a high priority on the implementation of the Safely Surrendered Baby Law. The Local Jurisdiction understands that it is the County's policy to encourage all County contractors to voluntarily post the County’s poster in a prominent position at the Local Jurisdiction's place of business. The Local Jurisdiction will also encourage its subcontractors, if any, to post this poster in a prominent position in the subcontractor's place of business. Information and posters for printing are available at https://lacounty_gov/ residents/family-services/child-safety/safe- Measure H Loan Agreement Agreement No. A-9242
Victory Outreach Attachment No. 9 – Measure H Loan Requirements APN: 3008-013-902 Page 4
surrender/.
p. Compliance with the County’s Jury Service Program
This Agreement is subject to the provisions of the County’s ordinance entitled Contractor Employee Jury Service (“Jury Service Program”) as codified in Sections 2.203.010 through
2.203.090 of the Los Angeles County Code. Local Jurisdiction’s violation of this paragraph of the Agreement may constitute a material breach of the Agreement. In the event of such material breach, County may, in its sole discretion, terminate the Agreement and/or bar the Local Jurisdiction from the award of future County contracts for a period of time consistent with the seriousness of the breach.
q. Compliance with County’s Zero Tolerance Policy on Human Trafficking Local Jurisdiction acknowledges that the County has established a Zero Tolerance Policy on Human Trafficking prohibiting contractors from engaging in human trafficking. If a Local Jurisdiction or member of Local Jurisdiction’s staff is convicted of a human trafficking offense, the County will require that the Local Jurisdiction or member of Local Jurisdiction’s staff be removed immediately from performing services under the Agreement. County will not be under any obligation to disclose confidential information regarding the offenses other than those required by law. Disqualification of any member of Local Jurisdiction’s staff pursuant to this paragraph will not relieve Local Jurisdiction of its obligation to complete all work in accordance with the terms and conditions of this Agreement.
r. Debarment
i. A responsible contractor is a contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County’s policy to conduct business only with responsible contractors. ii. The Local Jurisdiction is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Local Jurisdiction is not responsible, the County may, in addition to other remedies provided in the Agreement, debar the contractor from bidding or proposing on, or being awarded, and/or performing work on County contracts for a specified period of ti me, which generally will not exceed five (5) years but may exceed five (5) years or be permanent if warranted by the circumstances, and terminate any or all existing contracts the contractor may have with the County.
iii. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the contractor has done any of the following: 1) violated a term of a contract with the County or a nonprofit corporation created by the County, 2) committed an act or omission which negatively reflects on the contractor’s quality, fitness or capacity to perform a contract with the County, any other public entity, or a nonprofit corporation created by the Measure H Loan Agreement Agreement No. A-9242
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County, or engaged in a pattern or practice which negatively reflects on same, 3) committed an act or offense which indicates a lack of business integrity or business honesty, or 4) made or submitted a false claim against the County or any other public entity. s. Confidentiality
Local Jurisdiction must maintain the confidentiality of all records and information in accordance with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality, including, without limitation, County policies concerning information technology security and the protection of confidential records and information.
t. Public Records Act
Any documents submitted by the Local Jurisdiction to the County become the exclusive property of the County. All such documents become a matter of public record and will be regarded as public records.
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Laura Bettencourt, Mayor Pro Tem
SUBJECT: Monthly Informational Report – Events and Meetings
DATE: June 3, 2025
During the period May 1 through May 31, 2025, I attended the following meetings and events:
May 6 Regular Council Meeting
May 8 LA County Sanitation Districts 14 and 20 Meeting
May 15 iSERVE Graduation
May 17 Weekends for Earth Day at Joshua Hills
May 17 Music and Kids at Poncitlán Square
May 21 Regular City Council Meeting
May 22 Special Council Meeting
May 26 Memorial Day Ceremony
May 29: Speak to Mr. Windheim’s class (Teacher of the Year) at SAGE Academy
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Austin Bishop, Councilmember
SUBJECT: Monthly Informational Report – Events and Meetings
DATE: June 3, 2025
During the period May 1 through May 31, 2025, I attended the following meetings and events:
May 1-2 Southern California Association of Governments Regional Conference/General Assembly
May 6 Regular Council Meeting
May 7 TPAA Partnership meeting with PSD and City of Palmdale May 14 Lunch with Tim McCormick of Together California
May 17 AV Sheriff Boosters Casino Night
May 18-20 ICSC Conference, Las Vegas
May 21 Field of Honor Opening Ceremony
May 21 Regular City Council Meeting
May 22 Special Council Meeting
May 24 DryTown 20th Anniversary Opening Day Ceremony
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Eric Ohlsen, Councilmember
SUBJECT: Monthly Informational Report – Events and Meetings
DATE: June 3, 2025
During the period May 1 through May 31, 2025, I attended the following meetings and events:
May 5 Metro FY26 Unmet Needs Hearing Board Meeting
May 6 Regular Council Meeting
May 9 Metrolink Finance and Audit Committee Meeting
May 14 Meeting with Tim McCormick of Together California May 18-20 ICSC Conference, Las Vegas
May 21 Field of Honor Opening Ceremony
May 21 Regular City Council Meeting
May 22 Special Council Meeting
May 23 Metrolink Board of Directors Meeting at Union Station May 26 Memorial Day Ceremony
May 27 AVTA Board Meeting
May 29 Meeting with Asm. Carrillo and PSD re: Workforce Housing Project