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HomeMy WebLinkAbout70-119RESOLUTION 70-119 APPROVING STATE BUILDING LEASE, ADVANCE OF FUNDS THEREFOR, AND AMENDMENT OF CIVIC CENTER JOINT POWERS AGREEMENT WHEREAS, the City of Santa Aha has actively participated in, and supported the development of, the Santa Aha Civic Center, and WHEREAS, a State Building will be an important addition thereto; NOW, THEREFORE, BE IT RESOLVED: 1. That the expenditure of certain preliminary funds for soil testing, engineering, title reports, bidding expenses and legal services is hereby approved. 2. That that certain document entitled "Santa Aha Civic Center State Building Lease" attached hereto, is hereby approved. 3. That the Mayor and Clerk of the Council are hereby authorized to execute said lease. 4. That that certain document entitled "Second Amendment to Joint Exercise of Powers Agreement Between the City of Santa Aha and the County of Orange Creating the Orange County Civic Center Authority" attached hereto, is hereby approved. 5. That the Mayor and the Clerk of the Council are hereby authorized to execute said second amendment. PASSED AND ADOPTED by the City Council of the City of Santa Aha at its regular meeting held on the 21st day of December, 1970. ATTEST: CLERK OF THE COUNCIL MAYOR STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF SANTA ANA ) SS I, FLORENCE I. MALONE, do hereby certify that I am the Clerk of the Council of the City of Santa Ana; that the foregoing Resolution was introduced to said Council at its regular meeting held on the 21st day of December, 1970, and was at said meeting regularly passed and adopted by the following vote, to wit: AYES, NOES, COUNCILMEN: Herrin, Evans, Patterson, Villa, Yamamoto, Griset COUNCILMEN: Marke 1 ABSENT, COUNCILMEN: None CLERK OF THE COUNCIL DUE TO POOR CON[~TION THE ORIGINAL WAS DESTROYED] 3/88 4 5 6 7 B 9 10 II 12 ~3 14 ~7 19 · 20 21 22 !4 2~ 26 2'7 28 ~2 SECOND AF0~NDMENT TO JOINT EXERCISE OF P~dERS AGREEMED~ BE%94EEN TIlE CITY OF SAMTA ANA AND THE COUNTY OF OF~NGE CREATING TIlE ORANGE COUNT~ CIVIC CENTER AtFEIIORITY THIS AGREEI.~NT, dated for convenience as of. , 197 , is between the CI%~f OF SANTA ANA, a municipal corporation duly ~rganized and existing under the laws of the State of California, here- inafter called the "City", and the COLrh~fY OF ORANGE, a subdivision of the State of California, hereinafter called the "County"; WBEREAS, the City and County have heretofore entered into a Joint Exercise of Powers Agreement dated January 17, 1966 for the purpose of establishing a comprehensive civic center i~ the City of Santa Ama; and WD[EREAS, the Agreement was first amended by Agreement dated June 10, 1970; and W~EREAS, parties desire to further amend said Agreement as set forth herein; N~4, THEREFOP~, THE pARTIES HERETO AGREE AS FOLL~S: 1. County agrees to make available and sell to City and to State of California steam and chilled water from central utilities plant for use by City for library, police facilities, and City Mall and use by State for State Building at rates to be based on actual cost of supplying services including amortization of capital costs and overhead with the actual costs to be determined by County of Orangel 2. Notwithstanding the provision of Section 6 of this Agreement, the Authority shall have the'power to enter into a lease with the State of California to finance the construction of a State Office Building for the State of California with title to the leased premises (building and airs) to pass to the State at payment. / / ! / the end of the lease term without further 1 '2 4 7 8 9 10 11 12 14 .16 17 '18 19 20 21 22 23 24 25 .26 ~7 28 29 30 31 IN WITNESS WI~KEOF, the parties heret6 have daused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. THE CITY OF SANTA ANA (SEAL) Approved as to Form this ._* day of Attest: (SEAL) County Clerk DePuty COUNTY OF ORANGE By . Chairman o2 the Board o~ Supervisors Approved as to Form this day of ADRIAN KUYPER, COUNTY COUNSEL By Clayton'H. Parker, Chief Assistant The parties hereto agree to promptly secure approval of this Agreement by the Orange County Civic Center Authority. Approval of the above Agreement was given by the Orange County Civic Center Authority this day of , 197.. .by the following vote: AYES: NOES: ABSENT: Attest: President Orange County Civic Center Authority Sec'retary Orange County Civic Center Authority APPROVED: Adrian Kuyper, ex-officio attorney for the Orange County Civic Center Authority , By 19 20 21 22 25 24 25 26 27 28 29 ~0 ~2 STATE OF CALIFORNIA COUNTY OF ORANGE me, and sworn, personally appeared , kno~.m to me to ' the Nayor and , knOl.m to me to be the Clerk of Council, respectively, of TIlE CiTY ~0~P--SANTA ANA, a municipal corporati that executed the within instrument, and kno~m to me to be the persons executed the within instrument on behalf of said municipal corporation 'therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant aaid City of Santa Aha. On this day of , in the year 19 , before the Undorsig~¥ed, a Notary--~ublfc State o~ California duly commissior, ci to a resolution of the Council of IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. Notary Public, State o~ California STATE OF CALIFORNIA ) COUNT~ OF ORANGE ~ On this day of ,.in the year 19 , before , a Notary Public, State of Cal-i-ffbrnia, me, duly commissioned and sworn, personally appeared known to me to be the Chairman of the Board of Supervisors, and , known to me to be the Deputy County Clerk,'" ~espectively, o~ T[~ COUNTY OF ORANGE, a public corporation that executed the within instrument, and known to me to be the persons who executed within instrument on behalf of said public corporation therein named, acknowledged to me that such public corporation executed the within instrument pursuant to a resolution of the Board of Supervisors of sai County of Orange. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal On the day and year in this certifica~e first above written. Notary Public, State of California 1 2 4 5 6 7 10 11 13 14 15 16 17 18 20 21 22 23 24 26 28 ~0 SANTA ANA CIVIC CENTER ST,,::'- BUILDING LEASE THIS STATE BUILDING LEASE, dated for convenience as of _~.-~ ...... ;-~ ~ , 19.?/ , by and between the ORANGE COUNTY CIVIC CENTER AUTHORITY (herein called the "Authority"), a public entity and agency, duly organized and existing pursuan~ to an Agreement entitled "Joint Exercise of Powers Agreement Between the City of Santa Aha and the County of Orange Creating the Orange County Civic Center Authority", THE CITY OF SANTA ANA, a municipal corporation duly organized and existing under the Constitution and laws of the State of California, and the STATE OF CALIFORNIA, by and through its duly appointed, qualified and acting Director of the Department of General Services (herein called "State"); WITNESSETH : That for and in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: SECTION 1. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section i shall, for all purposes of this State Building Lease, have the meanings herein specified. AGREEMENT "Agreement" means that certain Agreement entitled: "Joint Exercise of Powers Agreement Between the City of San~a Aha and the County of Orange Creating the Orange County Civic C~ter Authority" under and pursuant to which the Authority has been organized, and Amendments thereto. BONDS "Bonds" means the revenue bonds to be issued by the Authority under and pursuant to the Resolution. 1 $ 4 5 ? B 10 11 13 14 15 18 20 21 22 24 25 27 29 12-12-70 CITY "City" means the City of Santa Aha. CONSTRUCTION CONTRACT "Construction Contract" means the construction contract or contracts providing for the construction of the State Building. COUNTY "County" means the County of Orange. PROJECT OR LEASED PREMISES "Project" means the Site and the State Building thereon. "Project" is sometimes referred to as "Leased Premises." RE OLUT ON "Resolution" means the Resolution adopted by the Authorityl providing for the issuance of its Bonds for the Project. SITE "Site" means the land more fully described herein on which the State Building is to be located which was conveyed to Authority pursuant to the Agreement. STATE "State" means the State of California. STATE BUILDING "State Building" means the Santa Aha Civic Center StaSe Building, with facilities appurtenant thereto, to be constructed in the Civic Center pursuant to this Lease. this Lease. S~ate Building Lease as agent appointed under The STATE BUILDING LEASE "State Building Lease" means TERM "Term" means the Serm of the provided in Section 3 hereof. TRUSTEE "Trustee" means She fiscal 26 27 28 29 5O 12-12-70 Resolution and referred to therein as "Trustee" and any successor appointed as therein provided· SECTION 2. LEASE OF PROJECT. The Authority hereby leases to the State the Site as more fully described in Exhibit A, attached hereto and made a part hereof, subject to conditions, reservations, exceptions, and rights of way which are described in Exhibit A. The Authority hereby leases to the State the State Building. SECTION 3. TERM. The term of this State Building Lease shall commence when the Project is substantially completed and available for occupancy and written notice thereof has been served on State, but in no event later than four (4) years from the date of execution hereof. In addition, Authority shall give State ninety (90) days written notice prior to the anticipated substantial completion; and said notices are hereby made conditional precedent to the commencement of the term Of this Lease. Notwithstanding any other provisions of this State Building Lease, in the event Authority is unable to cause the Bonds to be sold on or before January l, 1973, State may, by notice in writing to Authority, terminate this State Building Lease and thereby be relieved of all obligations thereunder without any cost to the State. This State Building Lease shall end on June 30, 2008, but in no event later than thirty-five (35) years from the date of the commencement of the term, or such earlier time when the Bonds issued by the Authority pursuant to the Resolution have been retired or provision for payment provided for pursuant thereto 1 ¢ § ? $ 10 11 16 17 18 19 ~0 ~0 12-12-?0 and any surplus funds remaining in the hands of the Trustee shall be paid to State; and title to the Leased Premises shall vest in the State without further payment. SECTION 4. RENTAL. The State shall pay the Base Rental and the Additional Rental to the Authority in the amounts, at the times and in the manner set forth herein, said amounts constituting in the aggregate the total of the rentals payable under this State Building Lease, as follows: (a) Base Rental. (i) Commencing on the first month of the term of this State Building Lease, State agrees to pay Base Rental to the Trustee, for the account of the Authority, monthly, on or before the last day of each month, for use of the premises during said month. ~ . (ii) The Base Rental of $28,000 per month, subject to adjustment as hereinafter set forth, shall be an amount necessary to enable Authority to pay the principal and interest on the Bonds so that they will be serviced and retired as set forth in the Resolution, and to furnish the Authority with necessary working capital and reserves (if any) related to the Project. The Bonds shall be issued in an amount sufficient to pay for the cost under the Construction Contract, purchase the City's reversion in the Site, pay architect's fees, together with other costs of Project, including, but not limited to, Trustee's fees, professional fees for financial consultant and bond counsel, inspection and testing, construction contingencies, interest during 1 2 12-12-70 $ 4 5 6 7 10 11 12 14 15 17 18 19 2O 21 22 24 25 26 27 28 29 30 construction and reserve fund (if any) and working capital deposits. (b) Additional Re~tal. In addition to and after the commencement of the Base Rental hereinabove set forth, the State shall pay to the Trustee for the account of the Authority an amount or amounts (hereinafter called "Additional Rental") equivalent to the sum of the following: (i) All taxes and assessments of any nature whatsoever, including but not limited to, excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross receipts taxes, if any, levied upon the Project or upon the Authority's interest therein or upon the Authority's operation thereof or the Authority's rental income derived therefrom. (ii) Insurance premiums, if any, on all insurance required or permitted under the provisions of Section 8 hereof. (iii) All costs and expenses which the Authority may incur in consequence of or because of any default by the State under this State Building Lease, including reasonable attorneys' fees and costs of suit or action at law to enforce the terms and conditions of this State Building Lease· (iv) All authorized services and miscellaneous expenses of the trust created pursuant to the Resolution, including but not limited to the maintenance of a Working Capital Fund of not less than Five Thousand Dollars ($5,000) established pursuant to the Resolution. The Additional Rental payable hereunder shall be paid the State within forth-five (45) days after demand in writing 1 $ § $ ? 8 10 11 15 1§ 17 18 ~0 $0 12-12-?0 (with supporting data) from the Authority to the State stating the amount of Additional Rental then due and payable and the purpose thereof. (c) Consideration. The payments of Base Rental and Additional Rental hereunder shall constitute the total rental to be paid by the State for the use and occupancy of the Leased Premises from month to month. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Leased Premises. Said total rental shall be paid for and in consideration of the right of use and occupancy from month to month granted by this State Building Lease of the Leased Premises which the State receives and in consideration of the continued quiet use and enjoyment thereof during the term of this State Building Lease. (d) Payment. Each Base Rental payment and each Additional Rental payment shall be paid in lawful money of the United States of America, by warrant or warrants drawn against funds of the State, at the office of the Trustee designated by it within the State of California, or at such other place or places as may be set forth in the Resolution. Each Base Rental payment and each Additional Rental payment which is not paid within fifteen (15) days after due date shall bear interest at the rate of seven per cent (7%) per annum from the date on which the Base Rental payment or Additional Rental payment, as the case may be, becomes due until the same is paid. Notwithstanding any dispute between Authority and State hereunder, State shall make all rental payments when due and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that State was not liable for said rental payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent rental 1 2 4 5 6 ? 8 9 10 11 13 14 17 19 20 :3 :4 25 29 30 12-28-70 payments due hereunder. (e) Adjustment of Base Rental. The Base Rental above set forth, computed as set forth in Exhibit B, attached hereto and made a part hereof, is the monthly rent which is required to be paid under (a)(li) above. Following the receipt cC construction bids, when the principal amount of Authority's Bonds shall have been determined, and following the issuance of Authority's Bonds, when the maturity schedule and interest rate or rates are known, Authority and State shall recompute the monthly Base Rental in the same manner that the original Base Rental was computed, set forth in Exhibit B, based upon the latest figures available, and shall adjust the Base Rental upwards or downwards to the new figure so determined. (f) Notification to Trustee. The State shall notify the Tt'u~tee uf the Crust u~.eaCed pursuant to the Resolution annua±ly that money has been appropriated for all such rental payments. SECTION 5. CONSTRUCTION OF PROJECT. The Authority shall construct, or cause to be constructed, on the Site, the State Building in accordance with plans and specifications to be prepared pursuant to that Architectural Agreement dated ,~£r~.~Z~ ~,~ , 19 '~ , entered into by the Authority with William Blurock & Partners in association with John A. Martin & Associates, Structural Engineers, and Ralph E. Phillips, Inc., Mechanical & Electrical Engineers (herein collectively referred to as "Architect") Authority shall cause Architect to proceed diligently to develop plans and specifications for the State Building. Authority and State shall coonerate so that the plans and specifications and other construction documents are promptly reviewed, any necessary revisions made, and are 1 § ? 8 lO 11 1§ lS 17 ~0 ~0 12-18-?0 finally approved by Authority and State. Final and detailed plans and specifications shall be completed within one (1) year after execution of this State Building Lease. State and Authority shall cooperate so that design approvals and a building permit or permit~ can be promptly obtained. The City shall serve as agent of the Authority in the award of contracts and supervising of construction in the same manner as it now functions on regular City projects. After receiving such required approvals and permits, Authority shall proceed diligently to finance the State Building, by selling its Bonds (in such an amount that the debt service thereon will not exceed $B36,000 per year) on an open competitive bid basis, pursuant to Section 1102 of the Government Code; provided, however, that the bids on the work shall be scheduled prior to the bids on the Bonds. Construction Contracts for the construction of the Project shall be awarded to a contractor or contractors licensed under the laws of the State of California and such Construction Contracts shall be awarded at competitive bids following the procedures required by the applicable laws of the State of California relating to the awarding of contracts of a similar _ nature by the County. For the purpose of paying the cost of the construction of the Project thereon and all costs and expenses incidental thereto, the Authority shall issue its Bonds pursuant t¢ the Resolution. The State, acting through City as agent of Authority, may order changes in the work during construction without the consent of the Authority; provided, however, that unless sufficient additional funds are provided therefor (i) the cost of the Project shall not exceed that which is established at the time when the revenue Bonds are issued by the Authority, and (ii) the cost of change orders shall not exceed the reserve therefor established at ! $ ¢ ? 8 10 11 15 1§ 18 17 18 ~0 such time. No action shall be taken which extends the period of construction beyond the period for which the Authority has funded interest on its Bonds unless sufficient additional funds are provided therefor. Any moneys remaining in the Construction Fund to be established under the Resolution after the construction and completion of the Project shall be applied by the Authority, as provided in the Resolution. Authority shall require that contractor or contractors who are awarded the Construction Contract shall provide as a part of said contract faithful performance bonds and labor and material bonds in favor of the Authority and the State in an amount of not less than 100% of the contract price for faithful performance and 50% of the contract price for labor and material, with a surety in a form satisfactory to the Authority and the State. Authority shall provide that the Construction Contract for the State Building shall provide for liquidated damages in the amount of not less than $800 per calendar day for each and every day's delay in making the premises ready for occupancy beyond the time prescribed. SECTION 6. MAINTENANCE AND OPERATION. The State shall, at its own expense, maintain the Leased Premises and all improvements thereon in good order, condition and repair. It is understood ~nd agreed that in consideration of the payment by the State of the rental herein provided for, the AuShority is only obligated to furnish the Leased Premises, and the Authority shall have no obligation to incur any expense of any kind or character in connection with the management, operation or maintenance of the Leased Premises during the term of this State Building Lease. The State, however, shall keep the Leased Premises and any and all improvements thereto free and clear of all liens, 1 4 7 10 11 14 15 17 18 19 20 21 24 25 27 28 29 30 12-12-70 charges and encumbrances created by acts of the State. The State shall have the right to enforce all warranties under the Construction Contract. SECTION 7. ADDITIONS AND IMPROVEMENTS. The State shall have the right during the term of this State Building Lease to make any additions or improvements to the Leased Premises, to attach fixtures, structures or signs, and to affix any personal property to the improvements on the Leased Premises, provided the use of the Leased Premises for the purposes contemplated in this State Building Lease are not impaired. Title to all personal property or fixtures placed in or on any of the improvements on the Leased Premises shall remain in the State. The title to any personal property, improvements or fixtures placed on the Leased Premises by any sublessee or licensee of the State shall be controlled by the concession contracts or subleases entered into by the State. SECTION 8. INSURANCE. Authority shall, during the term of this State Building Lease, keep or cause to be kept a policy or policies of insurance against loss or damage to the Leased Premises, and appurtenances and permanent equipment, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion and such perils ordinarily defined as "extended coverage" and other perils as Authority and State may agree should be insured against on forms and in amounts satisfactory to each. State and Authority, as the case may be, shall be named as an additional insured under such policies of insurance as the building contractor may be required by Authority to carry during the construction of the Project. 10. 1 12-12-70 ? 10 11 1,~ 1§ 17 18 19 ~0 $0 Nothing herein shall be construed to require the Authority to carry, insurance with respect to equipment or fixtures of the Leased Premises not provided by the Authority pursuant to the plans and specifications for construction of the Project. During the term of this State Building Lease, Authority shall keep or cause to be kept public liability and property damage policies protecting both Authority and State on forms and in amounts satisfactory to each. The Authority may also carry or cause to be carried such other insurance as is required by the Resolution. All premiums and charges paid by Authority for all of the aforesaid insurance shall be paid to the Authority in accordance with the provisions of Section 4. At the option of the State any insurance required by Authority hereunder may be provided by the State. Nothwithstanding the generality of the foregoing, the Authority shall not be required to maintain or cause to be main- tained any insurance which is not available from reputable insurers on the open market. SECTION 9. DAMAGE BY FIRE, EARTHQUAKE, ETC. It is expressly understood and agreed that the rental hereunder shall become due only in consideration of the right to occupy and use the Leased Premises from month to month, and, except as herein provided in this Section, it is the responsibility of Authority to provide such right at all times. In the event of destruction or damage to the Leased Premises by fire or earthquake or other casualty or event so that they become wholly or partly unusable, Authority, at its option, may do either of the following: ll. 1 $ ? B lO 1! 14 1§ 17 18 ~0 ~$ ~0 12-12-70 (1) Rebuild and repair the Leased Premises so that they shall be restored to use, in which case this Stake Building Lease shall remain in full force and effect. Any excess of insurance proceeds resulting from such destruction or damage (other than business [rent] inter- ruption insurance) over the amount expended for such repairing or rebuilding, shall be paid to State, or (2) Declare this State Building Lease to State terminated and use any money collected from insurance against the destruction of or damage to the Leased Premises to the extent necessary to retire any outstand- ing securities or any debts or liabilities which Authority may have with respect to this State Building Lease; provided, however, that if the Leased repaired or rebuilt within the period has insurance against business (rent) Premises can be for which Authority interruption, and if Authority shall have sufficient funds from the proceeds of insurance or otherwise for the necessary repairing or rebuilding, Authority shall not proceed under this option without the State's consent. During such time as the Leased Premises are unusable, rent shall cease. No further rental payments shall accrue until such Leased Premises are again ready for occupancy and rental payments already made, if any, shall be equitably abated and adjusted accordingly. In the event of partial damage to, or destruction of, the Leased Premises, so as to render a portion thereof unusable by State, such rental payments (including those already made, if any) shall be abated during the period of the partial unusability of the Leased Premises in the proportion which the portion of the Leased Premises not usable by the State bears 12. 1 12-12-70 $ ¢ B ? $ 10 11 15 14 15 17 18 2O 21 22 ~0 to the whole of the Leased Premises. Any excess money left after retiring or providing for the retirement of the Bonds and oaying all other obligations of the Authority under the Resolution shall be paid to the State; and title to the Leased Premises shall vest in the State without further payment. SECTION 10. Neither this State herein shall, at AS~SIGNMENT AND SUBLEASE. State Building Lease nor any interest of the any time after the date hereof, without the prior written consent of the Authority, be mortgaged, pledged, assigned or transferred by the State by voluntary act or by operation of law, or otherwise, except as specifically provided herein. The State shall at all times remain liable for the performance of the covenants and conditions on its part to be performed, notwithstanding any assigning, transferring or subletting which may be made. The State shall have ~he right to sublease or permit the use of all or any part of the Leased Premises, but nothing herein contained shall be construed to relieve the State from its obligation to pay rental as provided in this State Building Lease or relieve the State from any obligations contained herein. The Authority may issue its Bonds under the Resolution. Such Bonds shall be offered only by competitive ~ bidding complying with Section ll02 of the Government Code. Such- Resolution may operate as an assignment of the State Building Lease to the Trustee for financing purposes. The Authority may execute any and all instruments necessary and proper in connection therewith. Whenever in this State Building Lease any consent or approval ~s required, the same shall not be unreasonably withheld. Any items herein required or permitted to be done by the Authority, may, if so provided under the Resolution, be performed by the lB. 1 $ 4 7 8 9 10 ll 12 1;3 14 15 16 17 18 19 20 21 24 26 ~-7 28 29 50 Trustee thereunder. SECTION ll. EMINENT DOMAIN. (a) If the whole of the Leased Premises, or so much thereof as to render the remainder unusable for the purposes for which the same was constructed, shall be taken under the power of eminent domain, then this State Building Lease shall terminate as of the day possession shall be so taken. If less than the whole of the Leased Premises shall be taken under the power of eminent domain, and the remainder is usable for the Project purposes, then this State Building Lease shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, in which event there shall be a partial abatement of the rent hereunder in an amount equivalent to the amount by which the annual payments of principal of, and inSerest on, the outstanding Bonds of the Authority will be reduced by the application of the award in eminent domain to the call of outstanding Bonds as in subsection (b) of this section provided. (b) Any award made in eminent domain proceedings for the taking or damaging of the Leased Premises in whole or in part shall be paid to the Trustee for the direct benefit of the holders of the Bonds and shall be used by the Trustee (together with any other money which shall be or may be made available for such purpose), to call, as nearly as may be, a principal amount of Bonds in each of the remaining maturities so that as nearly as possible in the discretion of the Trustee equal annual payments of principa~ and interest on the outstanding Bonds remaining will be maintained after said call. In the event the amount so paid to the Trustee shall be more than sufficient to retire the Bonds issued under 1 2 4 12-12-70 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 24 25 26 27 28 29 $0 the Resolution and then outstanding, any such excess shall be paid by the Trustee to the State. SECTION 12. RIGHT OF ENTRY. The Authority and its designated representatives shall have the right to enter upon the Leased Premises during reasonable business hours (and in emergencies at all times), (1) to inspect the same, (ii) for any purpose connected with the State's rights or obligations under this State Building Lease, and (iii) for all other lawful purposes. SECTION 13. LIENS. Except for payments made or required to be made under the Resolution, the State shall pay or cause to be paid, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment alleged to have been furnished or to be furnished to or for, in upon or about the Leased Premises and which may be secured by any mechanics', materialmen's or other lien against the Leased Premises, and/or the Authority's interest therein, and shall cause each such lien to be fully discharged and released; provided, however, that if the State and/or Authority desires to contest any such lien, this may be done, and if such lien shall be reduced to final Judgment and such Judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, then and in any such event the State shall forthwith pay and discharge said Judgment. SECTION 14. TAXES. The parties understand and agree that the Leased Premises 15. 1 2 3 4 6 ? 10 11 14 15 17 18 19 20 21 25 28 29 ~0 12-12-70 constitute public property free and exempt from all taxation; however, the Authority agrees to take whatever steps may be necessary, upon written request by the State, to contest any proposed tax or assessment, or to take steps necessary to recover any tax or assessment Authority for any and Authority. paid. The State agrees to reimburse the all costs and expenses thus incurred by the SECTION 15. QUIET ENJOYMENT. The parties hereto mutually covenant State, by keeping and performing the covenants contained, shall at all times quietly, have, hold and enjoy and agree that the and agreements herei~ during the term, peaceably and the Project and the Leased Premises. SECTION 16. LAW GOVERNING. This State Building Lease is made in the California under the Constitution and laws of such be so construed. State of State and is to SECTION 17. UTILITIES. The State shall provide, or cause to be provided, all security service, custodial service, Janitor service, power, gas, telephone, light, heating and water, and all other public utility services. In pursuance of this, State shall receive from the Central Utility Facility located within the Civic Center steam and chilled water to provide adequate heating and cooling within the Leased Premises upon such terms and conditions as the County and the State may agree. 16. 1 2 12-12-?0 3 4 § $ ? 8 10 11 12 13 14 15 16 17 19 20 22 24 25 29 30 SECTION 18. PARKING. The Authority recognizes its obligation to provide parking for employees of the State within a reasonable distance of the State Building and agrees that such parking will be made available to employees of State on the same terms and conditions as parking is made available to employees of the City and County, but in any event not less than 200 parking stalls. In the event that Authority is unable to fulfill its obligation under this section, City (using presently existing parking facilities or any others that may be available at such time) shall fulfill the obligations of the Authority as herein set forth in this section in the same manner as it provides City employee parking. In no event shall the obligation of the City to provide parking exceed 200 parking stalls. SECTION 19. OPTION TO EXPAND. State is hereby granted the right to purchase from Authority for purposes of building additional facilities for State use air rights above a portion of property adjacent to the east boundary of Site of one or more areas, with each area to be a minimum of 14,000 square feet, not to exceed an aggregate amount of 50,000 square feet. The air rights shall extend from a horizontal plane at the same elevation as the plaza level of the State Building. The right to exercise the option to acquire such air rights for the purpose of constructing such additional buildings shall expire fifteen (15) years after the date when the term of lease commenced as set forth in Section B of this State Building Lease. The purchase price for such air rights shall be the fair market value of said air rights as of the date of exercising such option. The exterior design of any buildings 17. 1 2 4 § 6 ? 10 11 13 14 15 18 17 18 19 24 25 26 28 29 50 constructed in such air rights shall be subject to the approval of Authority. Such air rights will also include necessary easements for required footing, supports, stairways, and elevators. The option in this Section 19 will be exercised by the State by sixty (60) days' written notice to the Authority. Title will be conveyed by grant deed through escrow, all costs of escrow to be borne by the State. The Director of General Services may assign the option rights hereunder to any other State agency. SECTION 20. NOTICES. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if sent by United States registered mail, return receipt requested, postage prepaid and addressed as follows: State - State of California, Department of General Services, 915 Capitol Mall, Room 510, Sacramento, California 95814, or such other address as the State may designate for such purpose. Authority - Secretary - At such address as Authority shall designate for such purpose. SECTION 21. WAIVER. The waiver by the Authority of any breach by the State of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 18. 1 2 3 4 § ? $ 10 11 13 14 15 17 18 19 20 21 23 25 27 2~ $0 12-12-70 SECTION 22. DEFAULT BY STATE. If (a) State shall fail to pay any rental payable here- under within fifteen (15) days from the date such rental is payable,I or (b) State shall fail to keep any such other terms, covenants or conditions contained herein for a period of twenty-five (25) days after written notice thereof from Authority to State, or (c) State shall abandon or vacate the premises, or (d) State's interest in this State Building Lease or any part thereof shall be assigned or transferred without the written consent of Authority, either voluntarily or by operation of law, then and in any of such events State shall be deemed to be in default hereunder. If State should, after notice of such default, fall to remedy any default with all reasonable dispatch, in not exceeding one hundred and twenty (120) days, then Authority shall have the right, at its option, without any further demand or notice (i) to terminate this State Building Lease and to reenter the Leased Premises and eject all parties in possession thereof therefrom, using all necessary force so to do, or (ii) to reenter~ the Leased Premises and eject all parties therefrom, using all necessary force so to do, and', without terminating this State Building Lease, relet the Leased Premises, or any part thereof, as the agent and for the account of State upon such terms and conditions as Authority may deem advisable, in which event the rents received on such reletting shall be applied first to the expenses of reletting and collection, including necessary renovation and alteration of the Leased Premises, a reasonable attorney's fee, and any real estate commissions actually paid, and thereafter toward payment of all sums due or to become due to Authority hereunder, and if a sufficient sum shall not be thus realized to pay such sums and other charges, State shall pay 19. 26 28 29 3O Authority annually any cumulative net deficiency existing on the date when Base Rental is due hereunder. The foregoing remedies of Authority are in addition to and not exclusive oF any other remedy of Authority. Any such reentry shall be allowed by State without let or hindrance and Authority shall not be liable in damages for any such reentry or be guilty of trespass. SECTION 23. NET LEASE. The State hereby agrees that the rentals provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. SECTION 24. EXECUTION. This State Building Lease may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all together one and the same State Building Lease, and it and agreed that separate counterparts of this may be separately executed by the Authority and the State, all with the same full force and effect as though the same counterpart had been executed simultaneously by both the Authority and the State. shall constitute but is also understood State Building Lease SECTION 25. VALIDITY. If any one or more of the terms, provisions, promises, covenants or conditions of this State Building Lease shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent Jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this State Building Lease shall not be affected thereby and shall be valid and enforceable to the fullest extent 20. 1 4 ? 10 11 13 14 15 17 18 lV 20 21 24 25 28 $0 permitted by law. If for any reason this State Building Lease shall be held by a court of competent Jurisdiction void, voidable, or unenforceable by the Authority or by the State, or if for any reason it is held by such a court that the covenants and conditions of the State hereunder, including ~he covenant to pay rents here- under, is unenforceable for the full term hereunder, then and in such event for and in consideration of the right of the State to possess, occupy and use the Leased Premises, which right in such event is hereby granted, this State Building Lease shall ~hereupon become, andshall be deemed to be a Lease from year to year under which the rentals herein specified will be paid by the State. If the Auditor and/or Treasurer of the Authority are ~uh~t!tuted for thc Truatcc pursuant ~v ~h~ R~soiu~ion, a~m references herein to Trustee shall be deemed to mean Auditor and/or Treasurer as the case may be. IN WITNESS WHEREOF, the parties hereto have caused this State Building Lease to be executed and attested by their proDer officers thereunto duly authorized as of the day and year 'first above written. ATTEST: ~ecreta y 'Civic Center ~ommission, Orange County ~,Civic Center Authority -I Approvedias to For~nd L~e~al.ity ADRIAN KUYPER County Counsel and ex-officio Attorney for the Orange County Civic Center Authority '~c~ef Assistant County Counsel 1 3 4 5 6 8 10 11 12 15 1tt 18 25 27 THE CITY OF SANTA ANA ATTEST: - Clerk of the CounCil .~ ' - ~ff./~[~ G. DAVID TAYCO ~ . - ~ OI'FiCIAL SEAL ~ ~ m~.-,~t ........ ~ . . :, ~ - ~ I ~ff~f':}/Y ORANGE COUN~ i (SEAL) ,, /"*-" 'k"% G. DAVID TAYCO ~ ] ~ MyOo~m[ssion[x~e~r~.1974 ~ . ':-~ ~ this ,- .: day of .. 'o~, , 19~). lan a A,a City Hall, Santa Aha, CaliL ~2, O. ~..~ -- William L. Mock, City Attorney (SEAL) STATE OF CALIFORNIA Services Approvedtas to Form and Legality this /3 '~ day of x/.: .,.,, _/ , 197/ . Assistant Chl~el'~.O;ounsel, Depart~F~eneral Services 22. 1 4 6 7 8 9 10 11 15 .14 15 16 17 18 Ii) 2O 25" 30 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On this 22ndday of December , in the year 19 ?~, ~. before me, Maril~n F. Record , a Notary Public, State of California, duly commissioned and sworn, personally appeared William J. Stauffer , known to me to be the President, and Tom McMichael , known to me to be the Secretary, respectively, of ORANGE COUNTY CIVIC CENTER AUTHORITY, a public corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said public corporation therein named, and acknowledged to me that such public corporation executed the within instrument pursuant to a resolution of i~s governing boax-d. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. [Notarial Seal] No~.~ry P~blic, Sta%e of California 1 2 4 5 6 7 8 10 11 12 13 14 15 16 17 18 19 20 24 25 26 27 30 STATE OF CALIFORNIA COUNTY OF ORANGE On this day , in the year 19 7 , a Notary Public, sworn, personally seal on the day and year State of California, duly commissioned and appeared known to me to be the Mayor, and ~-~-Z~~ ~ ~~_ , known to me to be the Clerk of the Council, respec'tively, of THE CITY OF SANTA ANA, a municipal corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to a resolution of ~ne ~ouncli oF said City of Santa Ana. IN WITNESS WHEREOF, I have hereunto subscribed my name in this certificate Notary Public,~State of California and affixed my official first above written. [Notarial Seal] ~ g/x...,~.i~,~ G. DAVID TAYCO Smntn Aha City Hall, Santa Ana, Calif. 92701 lO 11 14 15 18 :$ 28 $o Public, S~a~e ....or. California, duly corm~issioned .... ~ ,~.~ sworn, personally · '" k~]o%,:n to ~ne to be the Director of appeared C. E. DIXO,,, · '" .., ez. ecu ..... the Services, and ~:,~c',.;n to me to be the within ~nstrument on behalf of the State of Califoz'nia and ackno~.;ledged to me that be executed the same as the Directcr of General S(~rvices. IN WITNESS WHEREOF, I have hereunto subscribed n;y name and affixed my official seal on the day and year in this certificate first above written. [Notarial Seal) 2.5.