RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, California 90071
Attention: Danny Kim, Esq.
(Space above for Recorder's use)
This document is recorded for the benefit of the City of Placentia and the recording is fee -exempt under Section 6103 of the California Government Code and the recording is exempt under Section 27383 of the California Government Code and Section 11928 of the California Revenue and Taxation Code.
SITE LEASE
by and between the
CITY OF PLACENTIA,
as Lessor
and the
PLACENTIA PUBLIC FINANCING AUTHORITY,
as Lessee
relating to the
$
Placentia Public Financing Authority
Lease Revenue Bonds (Public Safety Center Project) Series 2023A DATED AS OF AUGUST 1, 2023
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SITE LEASE
This Site Lease (this "Site Lease"), dated as of August 1, 2023, by and between the CITY OF PLACENTIA, a charter city of the State of California (the "City"), as lessor, and the PLACENTIA PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), as lessee; WITNESSETH:
WHEREAS, concurrently with the execution of this Site Lease, the Authority and the City are entering into a Lease Agreement (the "Lease Agreement"), dated as of August 1, 2023 (which is recorded concurrently herewith), whereby the Authority will lease certain real property to the City, more particularly described in Exhibit A attached hereto (the "Real Property," and such Real Property, together with the improvements thereon or to be located thereon, being collectively referred to herein as the "Leased Property"); and WHEREAS, concurrently with the execution of this Site Lease, the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), are entering into an Indenture, dated as of August 1, 2023 (the "Indenture"); WHEREAS, the Authority will issue its Lease Revenue Bonds (Public Safety Center Project) Series 2023A (the "Series 2023A Bonds"), in the aggregate principal amount of $ ,
WHEREAS, the Series 2023A Bonds will be secured by the payments to be made by the City pursuant to the Lease Agreement;
WHEREAS, the City is authorized by law to lease the Leased Property and the Leased Property is necessary and proper for public purposes; 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 Site Lease 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 Site Lease;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
Section 1. Leased Pronertv. The City hereby leases to the Authority and the Authority hereby rents and hires from the City, the Leased Property, together with the right of access, ingress and egress across Property A of the Leased Property after a certificate of occupancy has been issued for a public safety building located thereon, on the terms and conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms pursuant to the Lease Agreement.
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Section 2. Term.
(a) The term hereof will commence on , 2023 and shall end on the Expiry Date, unless such term is sooner terminated or is extended as hereinafter provided herein and in the Lease Agreement. If prior to the Expiry Date all Base Rental Payments under the Lease Agreement shall have been paid, or provision therefor has been made in accordance with Article X of the Indenture, the term hereof shall end simultaneously therewith. (b) If the Lease Agreement is extended beyond the Expiry Date pursuant to the terms thereof, this Site Lease shall also be extended to the day following the date of termination of the Lease Agreement.
Section 3. Rent. The Authority shall pay to the City an advance rent equal to the proceeds of the Series 2023A Bonds, which, together with the execution and delivery of the Lease Agreement, shall constitute full consideration for this Site Lease over its term. The Authority hereby waives any right that it may have under the laws of the State of California to receive a rebate of such rent in full or in part in the event there is a substantial interference with the use and right of possession by the Authority of the Leased Property or portion thereof as a result of material damage, destruction or condemnation.
Section 4. Purpose. The Authority shall use the Leased Property solely for the purpose of subleasing the same to the City; provided, that in the event of default by the City under the Lease Agreement, the Authority may exercise the remedies provided in the Lease Agreement.
Section 5. Owner in Fee. The City covenants that it is the owner of the Leased Property free and clear of all liens, claims or encumbrances which affect marketability.
Section 6. Assignments and Leases. Unless the City shall be in default under the Lease Agreement, the Authority may not, without the prior written consent of the City, assign its rights hereunder or sublet the Leased Property except that the City expressly approves and consents to the assignment and transfer of the Authority's right, title and interest in this Site Lease to the Trustee pursuant to the Assignment Agreement (which is recorded concurrently herewith).
Section 7. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.
Section 8. Termination. The Authority agrees, upon the termination hereof, to quit and surrender the Leased Property in the same good order and condition as the same was in at the time of commencement of the terms hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements to the Leased Property at the time of the termination hereof shall remain thereon and title thereto shall vest in the City.
Section 9. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms hereof, 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 Lease and of the Lease Agreement shall be deemed to occur as a result thereof; provided, that so long as 2 4836-9636-5270.3
the Bonds executed and delivered pursuant to the Indenture are Outstanding, the City shall have no power to terminate this Site Lease by reason of any default on the part of the Authority, if such termination would affect or impair any assignment of the Lease Agreement then in effect between the Authority and the Trustee that authenticates and delivers the Bonds.
Section 10. Ouiet Eni ovment. The Authority at all times during the term hereof shall peaceably and quietly have, hold and enjoy the Leased Property.
Section 11. Waiver of Personal Liability. All liabilities hereunder on the part of the Authority shall be solely corporate liabilities of the Authority, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability hereunder. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder.
Section 12. Eminent Domain. In the event the whole or any portion of the Leased Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid Base Rental Payments payable under the Lease Agreement, and the amount of the unpaid Additional Rental due under the Lease Agreement, and the balance of the award, if any, shall be paid to the City.
Section 13. Amendments. This Site Lease may be amended for the purpose of affecting a Substitution or Removal, as further described in the Lease Agreement.
Section 14. Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms hereof shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining agreements, conditions, covenants or terms hereof shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law.
Section 15. Notices. All written notices to be given shall be given by first class mail to the party entitled thereto as its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
If to the City:
City of Placentia
401 E. Chapman Avenue
Placentia, California 92870
Attention: City Administrator
3 4836-9636-5270.3
If to the Authority:
Placentia Public Financing Authority
401 E. Chapman Avenue
Placentia, California 92870
Attention: Executive Director
Section 16. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit scope of any provision hereof.
Section 17. Counterparts. This Site Lease may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.
Section 18. Governing Law. This Site Lease is made in the State of California under the Constitution and laws of the State of California and is to be so construed. [This space intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed and entered into this Site Lease by their officers thereunder duly authorized as of the day and year first above written.
CITY OF PLACENTIA
By:
City Administrator
PLACENTIA PUBLIC FINANCING AUTHORITY
By:
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5 Executive Director
EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF PLACENTIA,
IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PRIOR TO ISSUANCE OF A CERTIFICATE OF OCCUPANCY FOR A PUBLIC SAFETY BUILDING LOCATED THEREON ("PROPERTY A")
[TO COME]
SUBSEQUENT TO ISSUANCE OF A CERTIFICATE OF OCCUPANCY FOR A PUBLIC SAFETY BUILDING LOCATED THEREON ("PROPERTY B")
[TO COME]
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A-1
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 )
) ss
COUNTY OF ORANGE )
On , 2023, before me, , 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 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]
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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 )
) ss
COUNTY OF ORANGE )
On , 2023, before me, , 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 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]
4836-9636-5270.3