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LEASE WITH OPTION TO PURCHASE #00 -005
This. LEASE WITH OPTION TO PURCHASE dated January 12, 2000
( "Lease ") is by and between MUNICIPAL FINANCE CORPORATION,
( "Corporation ") a corporation duly organized and operating under the
laws of the State of California as lessor and CITY OF SEAL BEACH, a
municipal corporation duly organized and existing under the laws of the
State of California ( "Lessee ") as lessee.
RECITALS:
WHEREAS, Lessee deems it essential for Lessee to acquire the use of the
property described herein for its own public purposes; and
WHEREAS, it is intended that this Lease be treated as a tax - exempt
obligation of Lessee for federal income tax purposes; and
WHEREAS, Lessee and Corporation agree to mutually cooperate now and
hereafter, to the extent possible, in order to sustain the intent of
this Lease and the bargain of both parties hereto.
WITNESSETH:
NOW, THEREFORE in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. Lease. Corporation hereby leases to Lessee, and
Lessee hereby leases and hires from Corporation all property (the
"Property ") described in the schedule or schedules (collectively, the
"Schedule ") executed by the parties concurrently herewith and hereafter
and made part hereof. Hereinafter, reference to Corporation means
Corporation and Corporation's assigns for those rights, interests and
obligations that may be assigned by Corporation.
SECTION 2. Term. The terms and conditions of this Lease shall
become effective upon the authorized execution of this Lease by the
parties hereto. The rental term of the Property leased hereunder
commences and terminates on the dates specified in the Schedule.
SECTION 3. Representations and Warranties of Lessee. Lessee
represents and warrants to Corporation that:
(a) Lessee is a municipal corporation, duly organized and
existing under the Constitution and laws of the State of California
with authority to enter into this Lease and to .perform all of its
obligations hereunder.
(b) Lessee's governing body has duly authorized the execution and
delivery of this Lease and further represents and warrants that all
requirements have been met and procedures followed to ensure its
enforceability.
(c) The execution, delivery and performance of this Lease do not
and will not result in any breach of or constitute a default under any
indenture, mortgage, contract, agreement or instrument to which Lessee
is a party or by which it or its property is bound.
•
(d) There is no pending or, to the knowledge of Lessee,
threatened action or proceeding before any court or administrative
agency which will materially adversely affect the ability of Lessee to
perform its obligations under this Lease.
(e) The Property being leased is essential to Lessee in the
performance of its governmental functions and its estimated useful life
to Lessee exceeds the term of this Lease.
SECTION 4. Representations and Warranties of Corporation.
Corporation represents and warrants to Lessee that:
(a) Corporation is duly organized, validly existing and in good
standing under the laws of the State of California, with full corporate
power and authority to lease and own real and personal property.
(b) Corporation has full power, authority and legal right to
enter into and perform its obligations under this Lease, and the
execution, delivery and performance of this Lease have been duly
authorized by all necessary corporate actions on the part of
Corporation and do not require any further approvals or consents.
(c) The execution, delivery and performance of this Lease do not
and will not result in any breach of or constitute a default under any
indenture, mortgage, contract, agreement or instrument to which
Corporation is a party by which it or its property is bound.
(d) There is no pending or, to the knowledge of Corporation,
threatened action or proceeding before any court or administrative
agency which will materially adversely affect the ability of
Corporation to perform its obligations under this Lease.
SECTION 5. Property Acquisition. Corporation hereby appoints
Lessee as its purchasing agent to acquire the Property leased hereunder
and Lessee hereby accepts said appointment (hereinafter, the "Agency ").
The Agency is limited to i) negotiation of terms, conditions and
acquisition cost of acquiring the Property from suppliers and
contractors (collectively, the "Supplier ") selected by Lessee; ii) to
the inspection and acceptance of the Property upon its delivery and
installation; and iii) to the exercise of any rights or remedies with
respect to Property warranties or guarantees. All warranties and
guarantees, either express or implied, that inure to Corporation by
virtue of the Agency are hereby passed through to Lessee to prosecute
at Lessee's sole discretion.
SECTION 6. Lease Proceeds. Moneys available to pay Property
costs set forth on the Schedule are defined as the "Lease Proceeds ".
Disbursement of Lease Proceeds to pay Property costs can be made either
directly to the Supplier or to Lessee as a reimbursement of its prior
expenditures for Property costs. Lessee shall deliver to Corporation a
disbursement authorization form along with Supplier invoices and
required reconciliation documents prior to Corporation making a
disbursement to the Supplier or a reimbursement to Lessee.
Disbursements of Lease Proceeds in advance of Lessee executing a
Certificate of Acceptance may be made pursuant to the following terms
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and conditions: (a) the principal amount of each disbursement shall
accrue interest (interim rent) at the interest rate referred to on the
Schedule from the disbursement date to the Property acceptance date;
(b) the total principal amount of the disbursements shall not exceed
the Lease Proceeds amount referred to on the Schedule; (c) no
disbursement shall be made on or after six months from the date of this
Lease and, (d) unless a Certificate of Acceptance is issued during the
same fiscal year as a disbursement of Lease Proceeds, any disbursement
of Lease Proceeds shall be repaid prior to the end of that fiscal year.
SECTION 7. Rental Payments. LESSEE SHALL PAY CORPORATION
RENTAL PAYMENTS (the "Rental Payments ") IN THE AMOUNTS AND AT THE TIMES
SET FORTH IN THE SCHEDULE, AT THE OFFICE OF CORPORATION OR TO SUCH
OTHER PERSON OR AT SUCH OTHER PLACE AS CORPORATION MAY FROM TIME TO
TIME DESIGNATE IN WRITING. Should Lessee fail to pay any part of the
Rental Payments herein reserved within fifteen (15) days from the due
date thereof, Lessee shall upon Corporation's written request, pay
interest on such delinquent payment from the date said payment was due
until paid at the rate of ten percent (l00) per annum or the maximum
legal rate, whatever is less. Lessee shall pay Rental Payments
exclusively from legally available funds, in lawful money of the United
States of America to the Corporation. The obligation of Lessee to pay
Rental Payments hereunder shall constitute a current expense of Lessee
and shall not in any way be construed to be a debt of Lessee in
contravention of any applicable constitutional or statutory limitations
or requirements concerning the creation of indebtedness by Lessee, nor
shall anything contained herein constitute a pledge of the general tax
revenues of Lessee. Except as specifically provided in Section 29, the
obligation to pay Rental Payments will be absolute and unconditional in
all events, and will not be subject to set -off, defense, abatement,
reduction, counterclaim, or recoupment for any reason whatsoever. The
periodic Rental Payments paid by Lessee shall be conclusive as to its
fair value for the possession, use and /or occupancy of the Property.
SECTION 8. Reserved
SECTION 9. Use. Lessee shall use the Property in a careful and
proper manner and shall comply with and conform to all national, state,
municipal, police, and other laws, ordinances, and regulations in
anyway relating to the possession, use, or maintenance of the Property.
SECTION 10. Acceptance. Lessee shall acknowledge receipt and
inspection of the Property by executing a "Certificate of Acceptance ".
SECTION 11. Corporation's Inspection. Upon forty -eight (48)
hours prior notice, the Corporation shall at any and all times during
normal business hours have the right to enter into and upon Lessee's
premises where the Property is located for the purpose of inspecting
the same or observing its use. Lessee shall give Corporation immediate
notice of any attachment or other judicial process affecting the
Property.
SECTION 12. Property Selection and Ordering. Lessee has
selected or will select the type and quantity of the Property leased
hereunder. Lessee shall ensure that all Property is properly invoiced
to Corporation. Corporation shall not be liable for, nor shall the
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validity, enforceability or effectiveness of this Lease be affected by,
an.y delay in or failure of delivery of the Property. Lessee
acknowledges that it is solely responsible for determining the
suitability of the Property for its intended use. Corporation shall
have no duty to inspect the Property. If the Property is not properly
installed, does not operate as represented or warranted by the
Supplier, or is unsatisfactory for any reason, Lessee shall make any
claim on account thereof solely against the Supplier. Lessee hereby
assumes the risks, burdens and obligations to the Supplier on account
of nonacceptance of the Property and /or cancellation of this Lease and
upon the occurrence of any such event, Corporation will assign to
Lessee, without recourse or warranty, its rights and title to the
Property and any documents related thereto.
SECTION 13. Disclaimer of Warranty. CORPORATION NOT BEING. THE
MANUFACTURER OR SUPPLIER OF THE PROPERTY NOR A DEALER IN SIMILAR
PROPERTY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY,
OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN,
DURABILITY, FITNESS FOR USE, SUITABILITY, OR MERCHANTABILITY OF THE
PROPERTY IN ANY RESPECT, AND AS BETWEEN CORPORATION AND LESSEE, ALL
PROPERTY SHALL BE ACCEPTED AND LEASED BY LESSEE "WHERE IS," "AS IS,"
AND "WITH ALL FAULTS," AND CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY
PATENT OR LATENT DEFECTS THEREIN. LESSEE AGREES TO SETTLE DIRECTLY SUCH
CLAIMS WITH THE SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST
CORPORATION.
SECTION 14. Alterations and Attachments. All additions and
improvements that are made to the Property shall belong to and become
the property of the Corporation except that separately identifiable
attachments added to the Property by Lessee may remain the property of
Lessee as as (i) the attachment is paid for in full by Lessee and
(ii) Lessee agrees to remove the attachment and restore the Property to
substantially as good condition as when received, normal wear and tear
excepted, if and when the Property may be returned to Corporation.
SECTION 15. Relocation. Lessee shall provide Corporation prior
written notice of its intent to relocate the Property. Lessee assumes
all risks of loss to the Property attendant to its movement and
relocation. The Property location shall be under Lessee's full control
for its own governmental purpose.
SECTION 16. Maintenance and Repairs. Lessee, at its own cost
and expense, shall furnish necessary labor and materials to maintain
the Property in good repair, condition, and working order. Lessee's
obligations to maintain the Property does not relieve the Supplier of
its responsibility to fully perform with respect to all applicable
Property warranties and guarantees.
SECTION 17. Risk of Loss; Damage; Destruction. With the
exception of acts resulting from intentional misconduct or gross
negligence by Corporation, its agents and representatives, Lessee
hereby assumes and shall bear the entire risk of loss and damage to the
Property from any and every cause whatsoever. No loss or damage to the
Property or any part thereof shall impair any obligation of Lessee
under this Lease, which shall continue in full force and effect. Lessee
waives the benefit of Civil Code Sections 1932 (2) and 1933 (4) and any
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`and all other rights to terminate this Lease by virtue of any damage or
destruction to the Property.
SECTION 18. Physical Damage /Public Liability Insurance. Lessee
shall keep the Property insured against risk of loss or damage from any
"special form" peril for not less than the applicable purchase option
value in the Schedule, and Lessee shall carry public liability and
property damage insurance covering the Property. All said insurance
shall be in form and amount and with reputable companies and shall name
Corporation as an additional insured and loss payee. Lessee shall pay
the premiums therefore and deliver certification of said policies to
Corporation. Each insurer shall agree, by endorsement upon the policy
or policies issued by it or by independent instrument furnished to
Corporation, that it will give Corporation thirty (30) days' written
notice before the policy or policies shall be altered or canceled. The
proceeds of such insurance, at the option of Lessee, shall be applied:
(a) toward the replacement, restoration, or repair of the Property, or
(b) toward payment of the total remaining obligations of Lessee
hereunder; provided, however, that Lessee shall be responsible for the
amount by which such insurance proceeds are insufficient to satisfy the
cost of option (a) or option (b) above, as applicable. Should Lessee
replace, restore, or repair the Property as set out in option (a)
above, this Lease shall continue in full force and effect. Lessee may
self - insure up to specified limits as evidenced by a certificate of
self insurance to be attached hereto in form . and amount acceptable to
Corporation. Any self - insurance program in which Lessee is a
participant shall comply with the provisions under this Lease
respecting cancellation and modification and payment of losses to the
Corporation as its respective interests may appear. Such self- insurance
shall be. maintained on a basis which is actuarially sound as
established by Lessee's risk manager or an independent insurance
consultant which determination shall be made annually. Any deficiency
shall be corrected within sixty (60) days of Lessee becoming aware of
such deficiency.
SECTION 19. Liens and Taxes. Lessee shall keep the Property
free and clear of all levies, liens, and encumbrances and shall
promptly pay all fees, assessments, charges, and taxes (municipal,
state and federal) which may now or hereafter be imposed upon the
ownership, leasing, renting, sale, possession, or use of the Property,
excluding, however, all taxes on or measured by Corporation's income.
SECTION 20. Indemnity. Subject to California law concerning
contribution and enforceability of indemnifications, Lessee shall
indemnify Corporation against and hold Corporation harmless from any
and all claims, actions, suits, proceedings, costs, expenses, damages,
and liabilities, including attorneys' fees, arising out of, connected
with or resulting from the selection, possession, use, operation, or
return of the Property excepting that Lessee shall not be required to
indemnify Corporation in the event that such liability or damages are
caused by the gross negligence or intentional misconduct of
Corporation, its agents or representatives.
SECTION 21. Events of Default. The term "Event of Default ", as
used in this Lease, means the occurrence of any one or more of the
following events: (a) Lessee fails to make any Rental Payment (or any
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410
other payment) within fifteen (15) days after the due date thereof or
Lessee fails to perform or observe any other covenant, condition or
agreement to be performed or observed by it hereunder and such failure
to either make the payment or perform the covenant, condition or
agreement is not cured within ten (10) days after written notice
thereof by Corporation; (b) Corporation discovers that any statement,
representation or warranty made by Lessee in this Lease, the Schedule
or in any document ever delivered by Lessee pursuant hereto or in
connection herewith is false, misleading or erroneous in any material
respect; or (c) Lessee becomes insolvent, is unable to pay its debts as
they become due, makes an assignment for the benefit of creditors,
applies or consents to the appointment of a receiver, trustee,
conservator or liquidator of Lessee or of all or a substantial part of
its assets, or a petition for relief is filed by Lessee under federal
bankruptcy, insolvency or similar laws.
SECTION 22. Remedies. Upon Lessee's failure to cure an Event of
Default within ten (10) days after the Corporation's written notice
thereof, Lessee's rights under this Lease shall terminate and
Corporation will become entitled to retain all Rental Payments
previously paid and to recover all past due payments together with
interest thereon to the end of Lessee's current fiscal year. The
Corporation may pursue all of its available remedies at law and in
equity including, but not limited to, the repossession and sale of the
Property. No right or remedy conferred upon Corporation is exclusive of
any other right or remedy, but each shall be cumulative of every other
right or remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time; provided, however, that notwithstanding
any provisions to the contrary herein, Corporation shall not under any
circumstances have the right to accelerate the Rental Payments that
fall due in future rental periods or otherwise declare any Rental
Payments not then in default to be immediately due and payable.
SECTION 23. Non - Waiver. No covenant or condition to be
performed by Lessee under this Lease can be waived except by the
written consent of Corporation. Forbearance or indulgence by
Corporation in any regard whatsoever shall not constitute a waiver of
the covenant or condition in question. Until performance by Lessee of
said covenant or condition is complete, Corporation shall be entitled
to invoke any remedy available to Corporation under this Lease or by
law or in equity despite said forbearance or indulgence.
SECTION 24. Assignment. Without the prior written consent of
Corporation, Lessee shall not (a) assign, transfer, pledge, or
hypothecate this Lease, the Property, or any part thereof, or any
interest therein, or (b) sublet or lend the Property or any part
thereof, or permit the Property or any part thereof to be used in a
material way by anyone other than Lessee or Lessee's employees. Consent
to any of the foregoing prohibited acts applies only in the given
instance and is not a consent to any subsequent like act by Lessee or
any other person. Corporation shall not assign its obligations under
this Lease with the exception of its obligation to issue default
notices and its obligations pursuant to Section 28. Corporation may
assign its right, title and interest in this Lease, the Rental Payments
and other amounts due hereunder and the Property in whole or in part to
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. one or more assignees or subassignees at any time, without the consent
of Lessee. Any such assignment by Corporation or its assigns shall
comply with the requirements of Sections 5950 -5955 of the California
Government Code. No such assignment shall be effective as against
Lessee unless and until Corporation shall have filed with Lessee
written notice thereof. Lessee shall pay all Rental Payments hereunder
pursuant to the direction of Corporation or the assignee named in the
most recent assignment or notice of assignment filed with Lessee.
During this Lease term, Lessee shall keep a complete and accurate
record of all such notices of assignment. Subject always to the
foregoing, this Lease inures to the benefit of, and is binding upon,
the heirs, legatees, personal,representatives, successors, and assigns
of the parties hereto.
SECTION 25. Ownership. The Property is and shall at all times
be and remain the sole and exclusive property of Corporation, and
Lessee shall have no right, title, or interest therein or thereto
except as expressly set forth in Sections 27 and 28. Lessee shall take
all actions necessary to insure that legal title to the Property being
acquired by Lessee hereunder, whether by Lessee or by a third party
acting on behalf of Lessee, is vested in Corporation.
SECTION 26. Personal Property. The Property is and shall at all
times be and remain personal property notwithstanding that the Property
or any part thereof may now be or hereafter become in any manner
affixed or attached to or imbedded in, or permanently resting upon,
real property or any building thereon, or attached in any manner to
what is permanent by means of cement, plaster, nails, bolts, screws or
otherwise.
SECTION 27. Purchase Option. If Lessee is not in material
default of any term, condition or payment specified hereunder, Lessee
may exercise options to purchase not less than all of the Property in
"as -is" and "where -is" condition on the specified dates and for the
specified amounts set forth in the Schedule annexed hereto. Each
purchase option payment specified for a particular date is exclusive of
the Rental Payment due on the same date.
SECTION 28. Release of Liens. Upon Lessee either making all of
the Rental Payments scheduled herein or making a purchase option
payment, Corporation, its successors or assigns shall cause i) legal
title to the Property to be transferred to Lessee and ii) the release
of all liens, encumbrances or security interests on the Property
created pursuant to Corporation's rights under this Lease.
SECTION 29. Early Termination. Upon written notice to
Corporation given not later than thirty (30) days prior to the end of
any fiscal year of Lessee, Lessee may terminate this Lease in its
entirety as of the end of that fiscal year based solely upon Lessee's
failure to appropriate funds for the subsequent years' Rental Payments.
Upon termination of this Lease due to Lessee's failure to budget and
appropriate funds, Lessee, at its expense, shall redeliver the Property
to Corporation at a location within the State of California designated
by Corporation in substantially as good a condition as when received,
normal wear and tear excepted. If Lessee terminates this Lease,
Corporation may retain all amounts previously paid by Lessee and may
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. collect and retain any amounts due and unpaid to the end of Lessee's
then current fiscal year. Corporation shall remit to Lessee any
proceeds from the subsequent sale of the Property in excess of the then
applicable purchase option price.
SECTION 30. Nonsubstitution. To the extent permitted by
California law, if this Lease is terminated by Lessee with respect to
the Property in accordance with Section 29, Lessee agrees not to
purchase, lease or rent personal property to perform the same function
or functions taking the place of, those performed by such Property and
agrees not to permit such functions to be performed by its own
employees or by any agency or entity affiliated with or hired by Lessee
for a period of three hundred sixty -five (365) days succeeding such
termination; provided, however, that these restrictions shall not be
applicable in the event the Property shall be sold by Corporation and
the amount received from such sale, less all costs of such sale, is
sufficient to pay the then applicable purchase option price relating
thereto as set forth in the Schedule; or if or to the extent that the
application of these restrictions is unlawful and would affect the
validity of this Lease.
SECTION 31. Reports /Tax Covenants. Lessee shall cooperate with
Corporation to comply with any and all reporting requirements that may
be mandated by agencies of the United States of America or the State of
California, including the timely filing of IRS Form #8038 - or #8038 -
GC. Lessee covenants to Corporation that:
(a) Throughout the term of the Lease, the Property will be used
for performing one or more governmental functions consistent with the
permissible scope of Lessee's authority and will not be used in a trade
or business of any person or entity other than Lessee except for uses
by community services organizations as prescribed in the California
Government Code.
(b) Lessee will not take any action or omit to take any action
which action or omission, if reasonably expected on the date of this
Lease, would have caused this Lease to be an "arbitrage bond" within
the meaning of Section 148 of the Internal Revenue Code of 1986 (as
amended) (the "Code ").
(c) The Rental Payments are not directly guaranteed or indirectly
guaranteed in whole or in part by the United States or any agency or
instrumentality of the United States so as to cause the Rental Payments
to be "federally guaranteed" within the meaning of Section 149(b) of
the Code.
(d) The Lease Proceeds used for reimbursement of prior
expenditures will be made pursuant to and in compliance with Income Tax
Regulations Section 1.150 -2.
(e) Lessee hereby designates this Lease for purposes of paragraph
(3) of Section 265(b) of the Code and represents that not more than
$10,000,000 aggregate principal amount of obligations the interest on
which is excludable (under Section 103(a) of the Code). from gross
income for federal income tax purposes (excluding (i) private activity
bonds, as defined in Section 141 of the Code, except qualified
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501(c)(3) bonds as defined in Section 145 of the Code and (ii) current
refunding obligations to the extent the amount of the refunding
obligation does not exceed the outstanding amount of the refunded
obligation), including this Lease, has been or will be issued by
Lessee, including all subordinate entities of Lessee, during calendar
year 2000.
SECTION 32. Extraordinary Costs. In the case of litigation, the
prevailing party shall be entitled to recover from the opposing party
all costs and expenses, including reasonable attorneys' fees (which may
be the allocable cost of in -house counsel), incurred by the prevailing
party in exercising any of its rights or remedies hereunder or
enforcing any of the terms, conditions or provisions hereof.
SECTION 33. Severability. If any provision of this Lease shall
be held invalid or unenforceable by a court of competent jurisdiction,
such holdings shall not invalidate or render unenforceable any other
provision of this Lease, unless elimination of such provision
materially alters the rights and obligations embodied in this Lease.
SECTION 34. Entire Agreement. This Lease, the Schedule, and any
agreements that specifically refer to this Lease that are duly executed
by authorized agents of the parties hereto constitute the entire
agreement between Corporation and Lessee, and it shall not be further
amended, altered, or changed except by a written agreement that is
properly authorized and executed by the parties hereto.
SECTION 35. Notices. Service of all notices under this Lease
shall be sufficient if given personally or mailed to the party involved
at its respective address hereinafter set forth or at such address as
such party may provide in writing from time to time. Any such notice
mailed to such address shall be effective when deposited in the United
States mail, duly addressed and with postage prepaid.
SECTION 36. Titles. The titles to the Sections of this Lease
are solely for the convenience of the parties and are not an aid in the
interpretation thereof.
SECTION 37. Further Assurances and Corrective Instruments.
Corporation and Lessee agree that they will, from time to time,
execute, acknowledge and deliver, or cause to be executed, acknowledged
and delivered, such supplements hereto and such further instruments as
may be reasonably required for correcting any inadequate or incorrect
description of the Property hereby leased or intended so to be or for
carrying out the expressed intention of this Lease.
SECTION 38. Execution in Counterparts. This Lease may be
executed in several counterparts, each of which shall be original and
all of which shall constitute but one and the same instrument.
SECTION 39. Time. Time is of the essence in this Lease and each
and all of its provisions.
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SECTION 40. Lease Interpretation. This Lease and the rights of
the parties hereunder shall be determined in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused their authorized
agents to execute this Lease on the dates specified below.
MUNICIPAL FINANCE CORPORATION CITY OF SEAL BEACH
23945 Calabasas Road, Suite 103 211 8th Street
Calabasas, CA 91302 Seal Beach, CA 90740
(lessor) (le see) •
1 I By , ,c
MANAGE • •
Title ADMINISTRATION Title
Date
(,( Date /4 ) a o00
10
CERTIFICATE OF LESSEE
The undersigned, duly authorized representative of City of Seal
Beach ( "Lessee ") as lessee under that Lease with Option to
Purchase #00 -005 dated as of January 12, 2000 ( "Lease ") with
Municipal Finance Corporation as lessor, hereby certifies as
follows:
1. I hold the position noted below and have been duly authorized
to execute and deliver, on behalf of Lessee, the Lease and
related documents pursuant to a resolution adopted by Lessee's
governing body, an original or certified copy of which is
attached hereto.
Ke4-kT11
Name of Authorized Representative (Print or Type)
Title Print or Type)
2. Lessee has complied with all agreements and covenants and
satisfied all conditions contemplated by the Lease on its part
to be performed or satisfied on or before the date hereof.
3. The representations, warranties and covenants of Lessee
contained in the Lease are true and correct in all material
respects as of the date hereof, as if made on this date.
4. No litigation is pending or, to the best of my knowledge,
threatened (either in state or federal courts) (a) to restrain
or enjoin the issuance and delivery of the Lease or the
collection of revenues to be used to meet Lessee's obligations
under the Lease; (b) in any way contesting or affecting the
authority for the execution or delivery of the Lease, or the
validity of the Lease; (c) in any way contesting the existence
or powers of Lessee, as such existence or powers in any way
relate to the issuance of the Lease or Lessee's obligations
under the Lease, or (d) could materially adversely affect the
financial position of Lessee.
5. The Property being leased pursuant to the Lease is essential
to the function of Lessee and is immediately needed by Lessee.
Such need is neither temporary nor expected to diminish during
the Lease term. The Property is expected to be used by Lessee
for a period in excess of the Lease term.
6. The scheduled Rental Payments for the Property do not exceed
the fair rental value of the Property.
The meaning of the capitalized terms in this Certificate are the
same as t ose provided in the Lease.
By:
A,--ce.2dZ '� �
Date: y -67 -oo
. .
CERTIFICATE OF ACCEPTANCE #00 -005
This Certificate of Acceptance is issued pursuant to the Lease with
Option to Purchase #00 -005 dated as of January 12, 2000 ( "Lease ")
between the CITY OF SEAL BEACH ( "Lessee ") as lessee and MUNICIPAL
FINANCE CORPORATION ( "Corporation ") as lessor. Lessee hereby
acknowledges as of the date specified below, the receipt and acceptance
of the Property described on Lease Schedule #00 -005.
Lessee hereby certifies that the Property has been inspected, is now in
Lessee's possession and is in good order and repair (subject to any
undischarged vendor /contractor warranty obligations). Lessee further
certifies that no event has occurred and is continuing which
constitutes, or would- constitute, an event of default but for any
requirement of notice or lapse of time or both.
Property Acceptance Date: April 6, 2000 ,
IN WITNESS WHEREOF, Lessee's authorized agent confirms the Property
acceptance date by executing this Certificate of Acceptance.
CITY OF SEAL, BEACH -,
(less, )
By C�l C
Title
. •
DESIGNATION OF QUALIFICATION #00 -005
This designation by the CITY OF SEAL BEACH ( "Lessee ") is issued
pursuant to that certain Lease with Option to Purchase dated January
12, 2000, Lease Schedule #00 -005 ( "Lease ") by and between Lessee and
MUNICIPAL FINANCE CORPORATION as lessor ( "Corporation ").
Lessee hereby designates the Lease as a qualified tax - exempt obligation
pursuant to Section 265(b) of the Internal Revenue Code of 1986 (as
amended) and Lessee agrees that it will not designate more than
$10,000,000 of qualified tax - exempt obligations during calendar year
2000 pursuant to Section 265(b)(3)(D) of the Code.
Further, Lessee reasonably expects the aggregate principal amount of
all tax - exempt obligations issued by Lessee and its subordinate
entities will not exceed $10,000,000 for all of calendar year 2000.
CITY OF SEA BEACH
(less e)
By �
Title (, iliac 14 i 3e -r`
Date 4-1_6 - 00
This designation was submitted to and approved by Lessee's governing
body at a meeting duly held on January 10, 2000.
411 111
NOTICE OF ASSIGNMENT #00 -005
MUNICIPAL FINANCE CORPORATION ( "Assignor ") hereby gives notice to CITY
OF SEAL BEACH ( "Lessee ") of an assignment by Assignor over to RONALD S.
& DORIS L. MORTON, TRUSTEES THE MORTON LIVING TRUST U/A DATED 9/2/93,
( "Assignee ") in which (i) Assignor assigns to Assignee all of its
rights, title and interest in and to that certain Lease with Option to
Purchase #00 -005 dated as of January 12, 2000 (the "Lease ") as it
relates specifically to Lease Schedule #00 -005 annexed thereto; (ii)
Assignor assigns to Assignee all of its rights in and to the Rental
Payments and other amounts due or coming due from Lease Schedule #00-
005 commencing with the second scheduled Rental Payment; and (iii)
Assignor assigns to Assignee all other payments or amounts resulting
from the Lease as it relates specifically to Lease Schedule #00 -005.
Lessee is instructed to pay and remit Rental Payments to RONALD S. &
DORIS L. MORTON, TRUSTEES THE MORTON LIVING TRUST U/A DATED 9/2/93,
Lock Box, P. 0. Box 51377, Los Angeles, CA 90051 -5677.
MUNICIPAL FINANCE CORPORATION
(• - ignor) '
By / A`` _ 4C/
TANAGER OF
Title AbmiN►RTRATION
Date - //l��
ACKNOWLEDGMENT OF ASSIGNMENT
CITY OF SEAL BEACH hereby acknowledges receipt of the Notice of
Assignment #00 -005 by MUNICIPAL FINANCE CORPORATION assigning over to
RONALD S. & DORIS L. MORTON, TRUSTEES THE MORTON LIVING TRUST U/A DATED
9/2/93 all right, title and interest in and to that certain Lease with
Option to Purchase #00 -005 dated as of January 12, 2000 as it relates
specifically to Lease Schedule #00 -005, Rental Payments coming due
under Lease Schedule #00 -005 commencing with the second scheduled
Rental Payment and all other amounts payable under the Lease as it
relates specifically to Lease Schedule #00 -005.
CITY OF S L BE 5H i
By
Title C1 j 0) ryavt_& r-
Date -DG