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HomeMy WebLinkAboutA2059 - PS PUBLIC FACILITIES CORP COGEN POLICE LEASE U M S ¢ OD cc, Recording Requested by and ) xo� as When Recorded Mail To: ) cc =N to o 9 q? ra y City of Palm Springs 3200 Tahquitz-McCallum Way ) � m a x u" Palm Springs, California 92262 ) a y o " Attention: City Clerk ) X ~ m` Above For Recorder' s Use Only This document recorded for the benefit of the City of Palm Springs and the recording is fee �^ exempt under § 6103 of the Government Code. City of PS Public Facilities Corp-City of PS - Lease agr h for Cogeneration facil & Police Bldg �?r LEASE AGREEMENT AGREEMENT #2059 (Orig 4-1-84) Res 15001, 4-4-84 (Cogeneration Facilities and Police Building) -- THIS LEASE AGREEMENT dated as of April 1, 1984 by and ( ✓ between the CITY OF PALM SPRINGS PUBLIC FACILITIES CORPORATION, ' a non-profit public benefit corporation, duly organized and existing under and by virtue of the laws of the State of California (herein called the "Corporation" ) and the CITY OF PALM SPRINGS, a municipal corporation organized and existing under and by virtue of the laws of the State of California (herein called the "City" ) . W I T N E S S E T H: WHEREAS, the City has determined the need for a 1300 kilowatt cogeneration facility at the City' s municipal complex, a 650 kilowatt cogeneration facility at the City' s Sunrise Plaza Recreation Center and a new police building; and WHEREAS, the Corporation has been formed on behalf of the City to assist in the financing and construction of public facilities; and WHEREAS, the Corporation and City have determined that it would be in the best interests of the Corporation, City and citizens of the community to finance the above mentioned public facilities through the sale and delivery of certificates of participation evidencing a proportionate interest in the Base Rental Payments to be made pursuant to this Lease Agreement; NOW, THEREFORE, for and in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: 9 0 SECTION 1 : Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Lease Agreement, have the meanings herein specified. Additional Rental "Additional Rental" or "Additional Rental Payments" means C, that rental due for the Project as defined in Section 7(b) of this Lease Agreement. Base Rental "Base Rental" or "Base Rental Payments" means the total rental due for the Project, but does not include Additional Rental . Certificates "Certificates" means the certificates of participation evidencing a proportionate interest of the owner thereof in the Base Rental Payments to be made pursuant to Section 7(a) of this Agreement. Construction Contract "Construction Contract" means the construction contract or contracts providing for the construction of the Facilities, including, without limitation, the plans and specifications, any addenda thereto, and other construction documents, copies of which are or will be on file in the office of the Secretary of the Corporation and the City Clerk of the City. Facilities The term "Facilities" shall mean the 1300 kilowatt cogeneration facility ( sometimes referred to as the "Municipal Cogeneration Facility" ) , the 650 kilowatt cogeneration facility (sometimes referred to as the "Sunrise Cogeneration Facility" ) and the police building (sometimes referred to as the "Police Facility" ) constructed on the Property. Fiscal Year "Fiscal Year" means the fiscal year as established from time to time by the City, being on the date of the Trust Agreement the period from July 1 to and including the following June 30. Lease "Lease" means this entire Lease Agreement. 04-06-84 7209P/2168/05 -2- Project "Project" means the Property and the Facilities constructed thereon. Property "Property" means that certain real property located in the City of Palm Springs, County of Riverside, State of California, together with certain easements and rights of way, consisting of parcels on which the Facilities are located, and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. The Municipal Cogeneration Facility is to be constructed on Parcel A, the Sunrise Cogeneration Facility is to be constructed on Parcel B and the Police Facility is to be constructed on Parcel C. Treasurer "Treasurer" means the Treasurer of the Corporation. Trust Agreement "Trust Agreement" means the Assignment and Trust Agreement, dated as of April 1, 1984, by and among the City, the Corporation and First Interstate Bank of California, as trustee, as originally executed or as it may from time to time be supplemented or amended by any supplemental indenture entered into pursuant to the provisions thereof. Trustee "Trustee" means the trustee appointed under and defined by the Trust Agreement or any successor appointed as therein provided. SECTION 2 : Property Lease. For and in consideration of the sum of $1. 00 being the fair advance rental value of the Property leased hereunder, receipt of which is hereby acknowledged, City hereby leases the Property to the Corporation for a term commencing on April 1, 1984 (herein sometimes referred to as the "Property Lease" ) . Unless such term is extended as hereinafter provided, the term of the Property Lease shall end on the earlier of (i ) July 1, 2006 or (ii ) one ( 1) day after the payment or provision for the payment of the Certificates. If on June 30, 2006, the Certificates or any certificates, bonds, notes or other obligations of the Corporation incurred to pay the advance rent on the Property and to finance and construct the Facilities shall not be fully paid and retired or provision for such payment has not been made so that any and all security 04-06-84 7209P/2168/05 -3- instruments filed with City have been discharged, or if the rent payable under the Project Lease shall have been abated at any time and for any reason, then the term of this Property Lease shall be extended until one (1) day after the Certificates or any certificates, bonds, notes or other obligations of the Corporation incurred to pay advance rent on the Property and to finance and construct the Facilities shall be fully paid and retired or provision for such payment has Gp been made, except that the term of this Property Lease shall in no event be extended beyond July 1, 2015 . SECTION 3 : Purpose of Property Lease. The Corporation shall use the Property solely for the purpose of constructing the Facilities thereon and leasing the Property and the Facilities to the City pursuant to the Project Lease set forth in Section 5 hereof; provided that in the event of default by the City under the Project Lease, the Corporation may exercise the remedies provided in Section 21 . SECTION 4: Owner in Fee. The City covenants that it is the owner in fee of the Property. j,.'SECTION 5 : Project Lease. The-Co-rporation hereby leases the Project to the City and the City hereby '-Ieases the Project from the Corporation, subj6ct't6 the terms and conditions hereof (the "Project Lease" ) . SECTION 6: Term of Project Lease The term of this Lease shall commence on July 1, 1985, provided all of the Facilities are substantially completed and written notice thereof has been served on the City, or on any later date of such substantial completion, including, without limitation, any extension of the completion date as may be provided under any Construction Contract. Although this Section contemplates all the Facilities being substantially completed and the City taking possession of them on the same date, it shall not preclude the City and the Corporation from agreeing that the City may take possession of all or any portion of the Project being substantially completed, and, in such case, the term of this Lease shall commence upon such occupancy. In regard to the Municipal Cogeneration Facility and the Sunrise Cogeneration Facility, City agrees to take possession of those facilities on or before July 1, 1985, provided the buildings in which the engine-generator sets are to be located have been substantially completed and that the City is not otherwise precluded from taking occuancy by damage 04-06-84 7209P/2168/05 -4- 0 • or destruction of such facilities as provided in Section 12 hereof. Each such building shall be considered to be "substantially completed" when the Contractor has filed with the County a Certificate of Completion. This Project Lease shall end on (i ) June 30, 2006, or (ii ) such earlier or later time when the Certificates have been OD retired or provision for payment has been provided for pursuant thereto, and, at such time, any surplus funds remaining in the hands of the Trustee shall be paid to the City. Upon the City paying all Base Rental Payments as required by this Project Lease or exericing its option to purchase the Facilities as described in Section 26 of this Project Lease and the retirement of the Certificates of Participation and the expiration or termination of the term hereof, title to the Facilities and any improvements thereon or additions thereto shall be transferred directly to the City in accordance with the provisions of the Trust Agreement. SECTION 7 : Rental . The City shall pay from any source of legally available funds the Base Rental and the Additional Rental to the Corporation in the amounts, at the times and in the manner set forth herein, said amounts constituting in the aggregate the total of the annual rentals payable under the Project Lease as follows: (a) Base Rental . For the period commencing on ( 1) July 1, 1985, or (2 ) the date on which the City takes possession of each of the Facilities, whichever ( 1) or (2 ) occurs later, the City agrees to pay to the Trustee for the account of the holders of the Certificates of Participation rent for each Fiscal Year consisting of principal and interest at the times and in the amounts specified in Exhibit "B" attached hereto and incorporated herein, and rent shall cease when the Certificates of Participation have been retired or provision for payment has been made. In the event that the liability of the City for rent at said annual rate does not commence on July 1, 1985, the rent to be paid for the remaining portion of the Fiscal Year in which such liability commences shall be prorated and shall be paid no later than March 20, 1985 . During the remainder of the term of this Lease, said rent for each Fiscal Year shall be immediately due and payable in semi-annual payments on September 20 and March 20 of each year, commencing on September 20, 1985 . The total annual Base Rental is apportioned to the Municipal Cogeneration Facility, the Sunrise Cogeneration Facility and the Police Facility in order to provide for 04-06-84 7209P/2168/05 -5- 0 • adjustment in the Base Rental payments in the event of partial or total destruction of any of said facilities, the taking by eminent domain, or in the event that the City elects to exercise its option to purchase one or more of said facilities. (b) Additional Rental . In addition to and after the LN commencement of the Base Rental hereinabove set forth, the City shall pay to the Trustee for the account of the Corporation 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 Corporation' s interest therein or upon the Corporation' s operation thereof or the Corporation' s rental income derived therefrom. (ii ) All expenses (not otherwise paid or provided for out of the proceeds of the sale of Certificates of the Corporation) incidental to the sale and delivery of the Certificates and all administrative costs of the Corporation, including without limiting the generality of the foregoing, salaries, wages, expenses, compensation and indemnification of the Trustee under the Trust Agreement, fees and charges of auditors, accountants, architects, attorneys and engineers, and all other necessary administrative charges of the Corporation or charges required to be paid by it in order to comply with the terms of the Certificates or of the Trust Agreement and to defend the Corporation and its members. (iii ) Insurance premiums, if any, on all insurance required or permitted under the provisions of Section 11 hereof. (iv) All costs and expenses which the Corporation may incur in consequence of or because of any default by the City under the Project Lease, including reasonable attorneys' fees and costs of suit in equity or action at law to enforce the terms and conditions of the Project Lease. The Additional Rental payable hereunder shall be paid by the City within thirty-five (35 ) days after notice in writing from the Corporation to the City stating the amount of Additional Rental then due and payable and the purpose thereof. Nothing herein contained shall prevent the City from making from time to time contributions or advances to the Corporation for any purpose now or hereafter authorized by law. 04-06-84 7209P/2168/05 -6- 0 • (c) Consideration. The payments of advance rent pursuant to Section 7(g) and Base Rental and Additional Rental hereunder for each year of the term of the Project Lease shall constitute the total rental for said year and shall be paid by the City for and in consideration of the right of use and occupancy, and the continued quiet use and enjoyment, of the Project for and during said year. Failure of the Cogeneration Facilities to function as intended due to an error in design or OD construction or because of any other event, except destruction or damage of the Facilities as provided in Section 12 hereof, shall not cause an abatement of the rental payments due hereunder. The parties hereto have agreed and determined that *► such total rental represents the fair rental value of the Project and those portions of the total rental designated for the Municipal Cogeneration Facility, the Sunrise Cogeneration Facility and the Police Facility represents the fair rental value for each of those facilities. In making such determination, consideration has been given to the costs of acquisition, construction and financing of the Facilities, the uses and purposes which will be served by the Facilities and the benefits therefrom which will accrue to the parties to the Agreement and the general public by reason of the Facilities. (d) Budget. The City shall take such action as may be necessary to include and maintain all such total rental payments (Base Rental and Additional Rental) due under the Project Lease in each Fiscal Year in its budget for such Fiscal Year and further shall make the necessary appropriations for all such rental payments. The City shall furnish to the Corporation and to the Trustee under the Trust Agreement copies of the budget at least fifteen ( 15) days before final adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the ministerial duty of each and every public official of the City to take such action and do such things as are required by law in the performance of such official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Project Lease agreed to be carried out and performed by the City. (e) Payment. Each annual Base Rental payment and each Additional Rental payment shall be paid in lawful money of the United States of America, by warrant or check drawn against funds of the City, at the office of the Trustee in Los Angeles, California, or at such other place or places as may be set forth in the Trust Agreement. Each annual Base Rental payment and each Additional Rental payment which is not paid when due shall bear interest at a rate which is the same as the average interest rate per annum which the Certificates bear from the date on which the Base Rental payment or Additional Rental payment, as the case may be, becomes due until the same is 04-06-84 7209P/2168/05 -7- paid. Notwithstanding any dispute between the Corporation and the City hereunder, the City 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 the City 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 payments due hereunder. CO Gb (f) Credit on Base Rental. There shall be credited against Base Rental any amount required to be so credited under the Trust Agreement. (g) Advance Rent; Reserve Deposit. In addition to the payment of Base Rental and Additional Rental, the City shall pay advance rental for the use and occupancy of the Facilities in the amount of $1, 420, 188. 13 consisting of interest only for the period from the date of the delivery of the Certificates of Participation to July 1, 1985 on the principal amount of the Certificates attributable to the Municipal Cogeneration Facility and the Sunrise Cogeneration Facility and to October 1, 1985 on the principal amount of the Certificates attributable to the Police Facility. Such advance rental shall be paid in whole or in part from the proceeds of the sale of the Certificates of Participation. SECTION 8: Construction of the Facilities. The Corporation shall diligently cause to be constructed, the Facilities on the Property in the manner provided in this Lease. The Corporation hereby designates the City as its agent to take construction bids and supervise construction of the Facilities. The Construction Contract shall be awarded to a contractor or contractors licensed under the laws of the State of California and such Construction Contract shall be awarded after competitive bidding 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 City. Except as hereinafter provided, for the purpose of paying the cost of construction of the Facilities on the Property and all costs and expenses incidental thereto, including, but not limited to, architectural fees for design of the Facilities, Certificates shall be authenticated and delivered as provided in the Trust Agreement. The City has taken bids for the Police Facility and the low bid is Four Million Two Hundred and Sixty Five Thousand Dollars ($4,265, 000) . The City agrees to pay from existing City funds all costs of construction of the Police Facility in excess of Two Million Five Hundred Thousand Dollars ($2, 500, 000) , which amount will be paid by the Corporation from the proceeds of the Certificates. On the date of the delivery of the Certificates 04-06-84 7209P/2168/05 -8- a • the City agrees to pay to the Trustee for deposit in the Construction Fund established pursuant to the Trust Agreement One Million Eight Hundred and Fifty Thousand Three Hundred Dollars ($1, 850, 300) representing the bid amount, plus 2% t}i thereof as a contingency, less $2, 500, 000. GO Such construction shall be substantially completed by July 1, 1985; provided, however, that such completion date shall be extended for such further period if the Corporation, the City, or any contractor or contractors, are delayed by: (1) litigation brought against the City or the Corporation, (2) any act of God which the City or the Corporation could not reasonably have foreseen and provided for, or (3 ) any strikes, boycotts, or like obstructive actions by employee or labor organizations which are beyond the control of the City or the Corporation and which the City or the Corporation cannot overcome with reasonable effort and could not reasonably have foreseen and provided for, or (4) any war or declaration of a state of national emergency, or (5) the imposition by government action or authority of restrictions upon the procurement of labor or materials necessary for the completion of the Facilities. All work, construction and materials shall be in accordance with the Construction Contract; provided, however, that subsequent to the delivery of the Certificates, the City may not make changes, additions, deletions or modifications in the plans and specifications which result in an increase in the cost of constructing the Facilities without the prior approval of the Corporation; provided, however, that unless sufficient additional funds are provided therefor (i ) the cost of the Facilities shall not exceed that which is established at the time when the Certificates are delivered, and (ii ) the cost of change orders shall not exceed the reserve therefor established at such time. The City shall not take action which extends the period of construction beyond the period for which the Corporation has funded interest on the Certificates unless sufficient additional funds are provided therefor by the City. Any moneys remaining in the Construction Fund to be established under the Trust Agreement after the construction and completion of the Facilities shall be applied by the Corporation as provided in the Trust Agreement. SECTION 9: Maintenance and Operation of Project. The City shall, at its own expense, maintain the Project and all improvements thereon in good order, condition and repair. The City 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. It is understood and agreed that in consideration of the payment by the City of the rental provided 04-06-84 7209P/2168/05 -9- for in Section 7 hereof, the Corporation is only obligated to furnish the Project, and the Corporation shall have no obligation to incur any expense of any kind or character in connection with the management, operation or maintenance of the Project during the term of the Project Lease. The City shall keep the Project and any and all improvements thereto free and clear of all liens, charges and encumbrances. CO GD SECTION 10: Additions and Improvements. The City shall have the right during the term of the Project Lease to make any additions or improvements to the Project, to attach fixtures, structures or signs, and to affix any personal property to the Facilities provided the use of the Project for the purposes contemplated in the Project Lease is not impaired and that such changes do not damage the Project or reduce the value of the Project to a value substantially less than that which existed prior to such changes. Title to all personal property placed in any of the improvements on the Property shall remain in the City, provided, however, that any modifications or improvements which constitute fixtures will automatically become subject to this Agreement, and the proceeds of any disposal of property pursuant to any such modifications or improvements shall be delivered to the Trustee for deposit into the Certificate Fund. Subject to the foregoing, the title to any personal property, improvements or fixtures placed on the Property by any sublessee or licensee of the City shall be controlled by the concession contracts entered into by the City. SECTION 11: Insurance. The City shall secure or cause to be secured a policy or policies of insurance against loss or damage to the aboveground portion of the Facilities, resulting from fire, lightning, vandalism, malicious mischief and such perils ordinarily defined as "extended coverage" and such other perils as the Corporation and City may agree should be insured against on forms and in amounts satisfactory to each. Provided such insurance is available from reputable insurers, such insurance shall be maintained in an amount not less than the full insurable value of the aboveground portion of the Facilities or the amount of the Corporation' s outstanding Certificates, whichever is greater. The term "full insurable value" as used in this Section shall mean the actual replacement cost "new" (including the cost of restoring the surface of grounds owned or leased by the Corporation but excluding the cost of restor- ing trees, plants and shrubs) less physical depreciation. Said "full insurable value" shall be determined from time to time but not less frequently than once in every 36 months by an independent appraisal firm or by any other method of appraising or valuation mutually acceptable to the Corporation and City. 04-06-84 7209P/2168/05 -10- A copy of the appraisal shall be sent to the Trustee. The City shall also: (a) Maintain or cause to be maintained, as to the aboveground portion of the Facilities, which are conveyed by the Project Lease, insurance: C2 f� (i ) Against war risks, as and when such a1 insurance is obtainable at a reasonable cost from reputable insurance companies or the United States of America or any agency thereof, in an amount not less than 80% of the then full insurable value thereof; and (ii ) Against loss or damage by explosion of pressure vessels and similar apparatus now or hereafter installed therein in amounts to be determined by the Corporation and satisfactory to City. (iii) Against earthquake damage subject to deductible conditions not to exceed 10% of the "full insurable value. " (b) Maintain or cause to be maintained use and occupancy or business interruption or rental income insurance against the perils of fire, lightning, vandalism and malicious mischief and such other perils ordinarily defined as "extended coverage" in an amount equal to not less than 18 months rental due from City under the Project Lease. (c) Maintain or cause to be maintained public liability insurance against claims for bodily injury or death, or damage to property occurring upon, in or about the property covered by the Indenture, such insurance to afford protection to a limit of not less than $5, 000, 000 combined single limit bodily injury and property damage. (d) The City' s right to self-insure, maintain or cause to be maintained worker' s compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the Worker' s Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such worker' s compensation insurance to cover all persons employed in connection with the Facilities and to cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death during or in connection with the Facilities or the business of the Corporation. 04-06-84 7209P/2168/05 -11- • • All insurance herein provided for shall be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California. M All policies or certificates issued by the respective insurers for insurance shall provide that such policies or H2 certificates shall not be cancelled or materially changed without at least 45 days' prior written notice to the Trustee, and shall carry loss payable endorsements in favor of the Trustee where applicable. Certified copies of such policies (or other evidence of coverage satisfactory to the Trustee) shall be deposited with the Trustee by the Corporation, together with appropriate evidence of payment of the premiums therefor; and, at least 10 days prior to the expiration dates of expiring policies or certificates, certified copies of renewal or new policies or certificates (or other evidence of coverage satisfactory to the Trustee) shall be deposited with the Trustee. All proceeds of insurance with respect to loss or damage to property, including business interruption proceeds, shall be paid to the Trustee (except that proceeds for any one loss not exceeding $5,000 need not be paid to the Trustee but may be paid to the City and applied by it to the repair, restoration or replacement of the property destroyed or damaged) . Upon payment thereof, to the Trustee, and upon the determination by the Corporation as provided in the Project Lease, the Trustee shall : (1) if all or part of the Facilities are to be repaired or rebuilt, deposit such proceeds in the Insurance and Condemnation Fund for application as provided in Section 4. 04 of the Trust Agreement or (2 ) if the Facilities are not to be repaired or rebuilt, deposit the proceeds in the Certificate Fund for application as provided in Section 3 . 12 of the Trust Agreement. Any insurance required to be carried pursuant to this Section may be carried by City with the Corporation named as an additional insured and provision shall be made for the payment of any recovery to the Trustee named in the Trust Agreement. All premiums and charges for the aforesaid insurance shall be paid by City in accordance with the provisions of Section 7(b) , provided that City' s obligation in any Fiscal Year to make such payment shall be limited to payment for insurance applicable to said Fiscal Year. SECTION 12 : 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 Facilities or part thereof, as the case may be; and, except as herein provided, it is the 04-06-84 7209P/2168/05 -12- responsibility of the Corporation to provide such right at all times during the period for which the rental involved is paid. In the event of destruction or damage of the Facilities by fire or other casualty or event so that they become wholly or partly unusable, the Corporation, at its option, may do either of the following: M (1) Rebuild and repair the Facilities so that they CO shall be restored to use, in which case this Lease shall remain in full force and effect; or (2) In the event the Facilities are wholly unusable declare this Lease terminated and use any money collected from insurance against the destruction of or damage to the Facilities to the extent necessary to retire any Outstanding ( as defined in the Trust Agreement) Certificates or other securities, debts or liabilities which the Corporation may have; provided, however, that if the Facilities can be repaired or rebuilt within the period for which the Corporation has insurance against business (rent) interruption, and if the Corporation shall have sufficient funds from the proceeds of insurance or otherwise for the necessary repairing or rebuilding, the Corporation shall not proceed under this option without the City' s consent. During such time as the Project is unusable, rent shall cease. No further rental payments shall accrue until the Project is 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 Project, so as to render a portion thereof unusable by the City, such rental payments (including those already made, if any) shall during the period of the partial unusability of the Project be in an amount that represents the allocable share of the Base Rental attributable to Certificates not redeemed through the application of Net Proceeds (as defined in the Trust Agreement) but not more than the fair market rental value of the remainder of the Project usable by the City. For the purpose of this Section the Municipal Cogeneration Facility, the Sunrise Cogeneration Facility and the Police Facility shall be treated as separate facilities and only that portion of the total rental attributable to each of said facilities or that portion of the Certificates outstanding attributable to each of said facilities shall be abated, adjusted or retired in the manner set forth in this Section in the event of partial or total destruction of any of said facilities. 04-06-84 7209P/2168/05 -13- SECTION 13 : Assignment, Sublease, and Certificates. Neither the Property Lease nor the Project Lease nor any �y interest of either party herein shall, at any time after the date hereof, without the prior written consent of the Trustee, be mortgaged, pledged, assigned or transferred by voluntary act or by operation of law, or otherwise, except as specifically provided herein. The parties hereto shall at all times remain liable for the performance of the covenants and conditions on their part to be performed, notwithstanding any assigning, " transferring or subletting which may be made. The City shall have the right to sublease or permit the use of all or any part of the Project, including the leasing of air space over the parking areas, but nothing herein contained shall be construed to relieve the City from any and all of the obligations contained herein nor shall any sub-lease or use of the Facili- ties be permitted which will affect the tax exempt status of the interest component of the Base Rental Payments. The City may enter into contracts to sell the output of the Facilities provided that such contracts will not affect the tax exempt status of the interest component of the Base Rental Payments. The Corporation shall have the right to re-let the Project in the event of any default by the City under the Project Lease as described in Section 21 hereof and to assign the Corporation' s rights in and to the Property Lease without the City' s prior consent; provided, however, that the Corporation shall not relet the premises or assign its interest in the Project Lease in a manner which will adversely affect the tax exempt status of the interest component of the Base Rental Payments. The Trustee is authorized to deliver Certificates under and pursuant to the Trust Agreement. Such Trust Agreement shall operate as an assignment of the Property Lease and the Property Lease to the Trustee for financing purposes. The City and the Corpora- tion may provide for the execution of any and all instruments necessary and proper in connection therewith. Whenever any consent or approval is required herein, the same shall not be unreasonably withheld. Any items herein required or permitted to be done by the Corporation, may, if so provided under the Trust Agreement, be performed by the Trustee thereunder. SECTION 14: Eminent Domain. If the whole of the Project, 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 the Property Lease and the Project Lease shall terminate as of the day possession shall be so taken. I£ less than the whole of the Project shall be taken under the power of eminent domain, and the remainder is usable for the Project purposes, then the Property Lease and the Project 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 04-06-84 7209P/2168/05 -14- any law to the contrary) , in which event there shall be a partial abatement of the rent under the Property Lease and the Project Lease in an amount equivalent to the amount by which iH the annual payments of principal of, and interest on, the � outstanding Certificates of the Corporation will be reduced in any applicable year by the application of the award in eminent 00 domain to the call for redemption of Outstanding Certificates. Any award made in eminent domain proceedings for the taking or damaging of the Project in whole or in part shall be paid to the Trustee for the direct benefit of the owners of the Certificates 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 a principal amount of Certificates ratably from each maturity in the proportion which the aggregate principal amount of Outstanding Certificates of such maturity bears to the aggregate principal amount of all Certificates Outstanding. In the event the amount so paid to the Trustee shall be more than sufficient to retire the Certificates then Outstand- ing any such excess shall be paid by the Trustee to the City. For the purpose of this Section the Municipal Cogeneration Facility, the Sunrise Cogeneration Facility and the Police Facility shall be treated as separate facilities and only that portion of the total rental attributable to each of said facilities or that portion of the Certificates outstanding attributable to each of said facilities shall be abated, adjusted or retired in the manner set forth in this Section in the event of the taking under the power of eminent domain of any of said facilities. SECTION 15 : Right of Entry. The Corporation and its duly designated representatives shall have the right to enter upon the Project during reasonable business hours (and in emergencies at all times) : (i ) to inspect the same, (ii ) for any purpose connected with the Corporation' s rights or obligations under the Project Lease, or (iii) for all other lawful purposes . SECTION 16: Liens. Except for payments made or required to be made under the Trust Agreement, the City 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 Project and which may be secured by any mechanics' , materialman' s or other lien against the Project, and/or the Corporation' s interest therein, and shall 04-06-84 7209P/2168/05 -15- 0 cause each such lien to be fully discharged and released; provided, however, that if the City and/or the Corporation 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 O0 expires, then, and in any such event, the City shall forthwith pay and discharge said judgment. SECTION 17: Taxes. The parties understand and agree that the Project constitutes public property free and exempt from all taxation; however, the Corporation agrees to take whatever steps may be necessary, upon written request by the City, to contest any proposed tax or assessment, or to take steps necessary to recover any tax or assessment paid. The City agrees to reimburse the Corporation for any and all costs and expenses thus incurred by the Corporation. SECTION 18: Quiet Enjoyment. The parties hereto mutually covenant and agree that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term, peaceably and quietly, have, hold and enjoy the Project. SECTION 19 : 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: City - City Clerk, City Hall, 3200 Tahquitz-McCallum Way, Palm Springs, California 92262 Corporation - Secretary of the Corporation, c/o City Clerk, City Hall, 3200 Tahquitz-McCallum Way, Palm Springs, California 92262 Trustee - Corporate Trust Department (Mail Sort W10-2) , 707 Wilshire Boulevard, loth Floor, Los Angeles, California 90017 Copies of all notices shall be sent to the Trustee at such address as the Trustee shall from time to time designate. 04-06-84 7209P/2168/05 -16- 0 i SECTION 20: Waiver. The waiver by either party of any breach by the other party �.� 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. G8 SECTION 21 : Default by City. I£ (a) City shall fail to pay any rental payable hereunder within five (5) days from the date such rental is payable, or (b) City shall fail to keep any other terms, covenants or conditions herein for a period of thirty (30) days after written notice thereof from the Corporation to City or (c) City shall abandon or vacate the premises, or (d) City' s interest in this Lease or any part thereof shall be assigned or transferred without the written consent of the Corporation, either voluntarily or by operation of law, then in any of such events, City shall be deemed to be in default hereunder. If City should, after notice, fail to remedy any default with all reasonable dispatch, not exceeding thirty (30) days, then the Corporation shall have the right, at its option, without any further demand or notice (i ) to terminate the Project without terminating the Property Lease and to reenter the Facilities and eject all parties in possession therefrom, or (ii ) to reenter the Facilities and remove all parties therefrom, and without terminating the Project relet the Facilities, or any part thereof, as the agent and for the account of City, upon such terms and conditions as the Corporation 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 Facilities, reasonable attorneys' fees, and any real estate commissions actually paid, and thereafter toward payment of all sums due and if a sufficient sum shall not be thus realized to pay such sums and other charges, City shall pay the Corporation any deficiency. The foregoing remedies of the Corporation are in addition to and not exclusive of any other remedy of the Corporation, including but not limited to, the right to recover rent as it becomes due pursuant to Section 7 hereof, without terminating this Lease or City' s right to possession of the Facilities. Any such reentry shall be allowed by City without let or hindrance, and the Corporation shall not be liable in damages for any such reentry or be guilty of trespass. The Corporation and City consider the foregoing remedies to be essential to the validity of this Lease, and intend that by virtue of Section 1952 . 6 0£ the Civil Code the provisions of Sections 1951 to 1952 .2, inclusive, of said code shall not be applicable to this Lease. 04-06-84 7209P/2168/05 -17- SECTION 22 : Default by the Corporation. Except as otherwise provided herein, the Corporation shall not assign or transfer the performance of its duties and obligations hereunder without the consent of City. The Corporation may finance the construction of the Facilities by the sale and issuance of its leasehold mortgage bonds to the extent permitted by law. OD The Corporation may, without the consent of City, assign, transfer, mortgage, hypothecate or encumber the Corporation' s interest under this Lease (including purchasers or holders of certificates of participation and purchasers or holders of notes, bonds or other obligations of the Corporation) on the security of the leasehold estate, and the Corporation may execute any and all instruments necessary therefor, including, without limitation, instruments providing for the paying of rent directly to a trustee for such lender or lenders. Any such lender or lenders may be granted the right, prior to termination of this Lease: (a) To do any act or thing required of the Corporation in order to prevent a forfeiture of the Corporation' s rights hereunder, and all such acts or things so done shall be as effective to prevent a forfeiture of the Corporation' s rights hereunder as if done by the Corporation. (b) To realize on the security of the leasehold estate and to acquire and succeed to the interest of the Corporation hereunder by foreclosure or by a deed or assignment in lieu of foreclosure, and thereafter at such lender' s option to convey or assign the interest in or title to said leashold estate to any other person subject to all the terms, conditions and covenants of this Lease. Two copies of all security instruments shall be filed with City promptly after their effective date thereof, and the Corporation shall give City prior written notice of any changes or amendments thereto. SECTION 23 : Execution. The 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 shall constitute but one and the same Lease, and it is also understood and agreed that separate counterparts of this Lease may be separately executed by the Corporation and the City, all with the same full force and effect as though the same counterpart had been executed simultaneously by both the Corporation and the City. 04-06-84 7209P/2168/05 -18- SECTION 24: Validity. If any one or more of the terms, provisions, promises covenants or conditions hereof shall to any extent be adjudged CA invalid, unenforceable, void or voidable for any reason whatsoever by the final decision of a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions hereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. If for any reason this Lease shall be held by a court of competent jurisdiction void, voidable, or unenforceable by the Corporation or by the City, or if for any reason it is held by such a court that the covenants and conditions of the City or the Corporation hereunder, including the covenant to pay rents hereunder, is unenforceable for the full term hereunder, than and in such event for and in consideration of the right of the City to possess, occupy and use the Project and the right of the Corporation to occupy the Property, which rights in such event are hereby granted, this Property Lease and Project Lease shall thereupon become, and shall be deemed to be, a lease from year to year under which the annual rentals herein specified will be paid by the City and the Corporation, respectively. If the Treasurer of the Corporation is substituted for the Trustee pursuant to the Trust Agreement, all references herein to Trustee shall be deemed to mean Treasurer. SECTION 25 : Headings. Any headings preceding the texts of the several Sections hereof shall be solely for convenience of reference and shall not constitute a part hereof, nor shall they affect its meaning, construction or effect. SECTION 26: Option to Purchase. The City shall have the option to purchase all or any portion of the Project beginning on April 1, 1994 or on any October 1 and April 1, thereafter ending on October 1, 2013, but only if it is not in default hereunder with respect to the Project Lease and only in the manner provided in this Section. The City may exercise its option to purchase all or any portion of the Project on any prepayment date by paying the prepayment price applicable to that portion of the Project to be purchased as shown in Exhibit "C" attached hereto and incorporated herein, together with the interest component of the Base Rental Payment required to be paid on such prepayment date. Such prepayment price shall be deposited by the Trustee in the Certificate Fund to be applied to the redemption (pursuant to Section 3 . 12 of the Trust Agreement) of that portion of the 04-06-84 7209P/2168/05 -19- Outstanding Certificates applicable to that portion of the Project purchased. The City shall give the Trustee notice of Ii its intention to exercise its option not less than sixty (60) 114 days in advance of the date of exercise, and shall deposit with the Trustee the prepayment price, together with the interest GD component of the Base Rental Payment required to be paid on such prepayment date. If the City exercises its option to purchase all or any portion of the Project pursuant to this Section on any prepayment date, (1) the City shall not be required to pay the principal component of the Base Rental Payment required to be paid on such prepayment date for that portion of the Project purchased, and (2 ) any amount then on hand in the Construction Fund, the Reserve Fund or the Certificate Fund established pursuant to Article IV of the Trust Agreement applicable to that portion of the Project purchased shall be applied toward the payment of the applicable prepayment price by the City. Upon exercise of its option by the City and the redemption of the applicable Certificates, all right, title and interest of the Corporation in and to that portion of the Project purchased shall be transferred to the City. Nothing herein is intended to prevent the refunding of the City' s obligation under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, all as of the day and year first above written. CITY OF PALM SPRINGS, CALIFORNIA Mayor p ATTEST: By- �-Grity Clerk (SEAL) CITY OF PALM SPRINGS PUBLIC FACILITIES/` /��CORPORATION IE By: '�/ 4o"e'.�,,p J rc C/ & Chair �n ATTEST: By: G <_,z�?; Secretary (SEAL) 04-06-84 7209P/2168/05 -20- STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On this day of ¢)iQ. '� 1984, before me, the undersigned, a N Notary Publit-- and for said State, personally appeared '� known to me to be GO PP -�_'" the President and < G/Z%i 4- known to me to be the Secretary of CITY OF PALM SPRINGS PUBLIC FACILITIES CORPORATION, the non-profit public benefit corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument pursuant to a resolution of its board of directors. WITNESS my hand and official seal. OFFICIAL SEAL BELLE A LITThETON %��� > / �• � �/ E� ire��. Utl� NOTARY PUBLIC - CALIrORNI.A .�'Notar c-in and for the Notary RIVERSIDE COUNTY State of California ^_" My COMM. expires MAR 15, 1988 (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On this /& day of �� 1984, before me the undersigned, a Notary Public mend for said State, personally appeared known known to me to be the Mayor and _ter• 4 62 t� known to me to be the City Cle�rJc of the CITY OF PALM SPRINGS, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument pursuant to a resolution of its board of directors. WITNESS my hand and official seal . Notary Public in and for the State of California (SEAL) ' ' - ' � OFFICIAL .SEAL��� n c�LIVC S NOTARY PU9LIC ` CALIFOR M,A RIVERSIDE LOUNTV M) com�i�. ekpire's 04-06-64 7209P/2168/05 -21- EXHIBIT A PROPERTY DESCRIPTION to CA GD SUNRISE PLAZA COGENERATION The Northerly 200.00 feet of the South % of the Westerly 200.00 feet of .'b Lot 26 in . _Ctl On 1-3, Town hip SOU tI, dung^ 11 East, San Bernardino Base " Meridian, in the City of Balm Spri rhgS, °.OUnty Of Riverside, State of a rhu Cal If Urn la. MUNICIPAL COMPLEX COGENERATION That portion of Lot 16 in Section 13, Township 4 South, Range 4 East, San Bernardino Base and Meridian, as shown on Map of Palm Valley Colony Lands, according to Map thereof recorded in Book 14, Page 652 of Maps, Records of San Diego County, California, being in the City of Palm Springs, County of Riverside, State of California, described as 'follows; Commencing at the East '4 corner of said Section 13; thence North 0°05'24" East, along the East line of said Section 13, a distance of 574.67 feet; thence North 89°54' 36" West, a distance of 44 .00 feet to the true point of beginning; thence North 0°05'24" East, a distance of 184.33 feet; thence North ° 89°54'36" West, a distance of 150.00 feet; 'thence South 0°05' 24" West, a distance of 184.33 feet; thence South 89°54'36" East, a distance of 150.00 feet to the true point of beginning. POLICE FACILITY That portion of Parcel 2 as shown on Parcel Map No. 15576, according to Map thereof recorded in Book 81 , pages 27 and 38 of Parcel Maps, Records of Riverside County, California, laying Northerly of a line that is parallel with and 350.00 feet Southerly of the center line of Tahquitz-McCallum Way as said center line as shown on said Parcel Map No. 15576. 04-06-84 7209P/2168/05 EXHIBIT A-1 EXHIBIT B City of Om Springs Public Facilities Coloration Combined Certificates of Participation SCHEDULED BASE RENTAL PAYMENTS Combined Facilities Semi-Annual ,tau Principal or Total Base C4 Sinking Fund Semi-Annual Rental w Date D 9/ 074 Pam- � Inter* Payments * 3/20/85 536,626.25* -53b�2�Z5 536,626.25* 9/20/85 536,626.25** 536,626.25** 3/20/86 536,626.25 536,626.25 9/20/86 75,000 536,626.25 617,626.25 3/20/87 75,000 536,626.25 611,626.25 9/20/87 87,500 531,376.25 618,876.25 3/20/88 87,500 531,376.25 618,876.25 9/20/88 102,500 525,032.50 627,532.50 3/20/89 702,500 525,032.50 627,532.50 9/20/89 120,000 517,345.00 637,345.00 3/20/90 120,000 577,345.00 637,345.00 9/20/90 137,500 508,045.00 645,545.00 3/20/91 137,500 508,045.00 645,545.00 9/20/97 160,000 497,045.00 657,045.00 3/20/92 160,000 497,045.00 657,045.00 9/20/92 182,500 483,925.00 666,425.00 3/20/93 182,500 483,925.00 666,425.00 9/20/93 217,500 468,595.00 686,095.00 3/20/94 217,500 468,595.00 686,095.00 9/20/94 235,000 449,890.00 684,390.00 3/20/95 235,000 449,890.00 684,890.00 9/20/95 257,500 429,210.00 686,710.00 3/20/96 257,500 429,210.00 686,710.00 9/20/96 280,000 406,035.00 686,035.00 3/20/97 280,000 406,035.00 686,035.00 9/20/97 307,500 380,555.00 688,055.00 3/20/98 307,500 380,555.00 688,055.00 9/20/98 335,000 352,265.00 687,265.00 3/20/99 335,000 352,265.00 687,265.00 9/20/99 367,500 320,775.00 688,275.00 3/20/00 367,500 320,775.00 688,275.00 9/20/00 400,000 286,230.00 686,230.00 3/20/01 400,000 286,230.00 686,230.00 9/20/01 437,500 248,630.00 686, 730.00 3/20/02 437,500 248,630.00 686, 130.00 9/20/02 480,000 207,505.00 637,505.00 3/20/03 480,000 207,505.00 687,505.00 9/20/03 525,000 162,385.00 687,385.00 3/20/04 525,000 162,385.00 687,385.00 9/20/04 575,000 713,035.00 688,035.00 3/20/05 575,000 113,035.00 688,035.00 9/20/05 627,500 58,985.00 686,485.00 3/20/06 627,500 58,985.00 686,485.00 Totals $11,820,000JL7 JZ8,933,485.00 *Paid from Certificate proceeds. **$346,935.62 paid from Certificate proceeds and $189,690.63 paid by City. B-1 EXHIBIT B City of �m Springs Public Facilities Cot co fined Certificates of Participation SCHEDULED BASE RENTAL PAYMENTS Municipal Cogeneration Facility Semi-Annual Principal or Total Base Sinking Fund Semi-Annual Rental /Dat84 Payments Interest * Payments 9/20/85 $ ' $ -2T52,9 88:T5 252,988.75* 252,988.75* 9/20/85 252,988.75** 252,988.75** 3/20/86 252,988.75 252,988.75 9/20/86 25,000 252,988.75 277,988.75 3/20/87 25,000 252,988.75 277,988.75 9/20/87 32,500 257,238.75 283,738.75 3/20/88 32,500 251,238.75 283,738.75 9/20/88 40,000 248,882.50 288,882.50 3/20/89 40,000 248,882.50 288,882.50 9/20/89 50,000 245,882.50 295,882.50 3/20/90 50,000 245,882.50 295,882.50 9/20/90 60,000 242,007.50 302,007.50 3/20/97 60,000 242,007.50 302,007.50 9/20/97 72,500 237,207.50 309,707.50 3/20/92 72,500 237,207.50 309,707.50 9/20/92 82,500 237,262.50 313,762.50 3/20/93 82,500 237,262.50 313,762.50 9/20/93 102,500 224,332.50 326,832.50 3/20/94 702,500 224,332.50 326,832.50 9/20/94 112,500 215,517.50 328,017.50 3/20/95 772,500 275,517.50 328,017.50 9/20/95 122,500 205,677.50 328,117.50 3/20/96 122,500 205,677.50 328,717.50 9/20/96 732,500 794,592.50 327,092.50 3/20/97 132,500 794,592.50 327,092.50 9/20/97 747,500 182,535.00 330,035.00 3/20/98 747,500 782,535.00 330,035.00 9/20/98 760,000 768,965.00 328,965.00 3/20/99 160,000 768,965.00 328,965.00 9/20/99 777,500 153,925.00 331,425.00 3/20/00 777,500 753,925.00 331,425.00 9/20/00 792,500 737,240.00 329,740.00 3/20/01 192,500 137,240.00 329,740.00 9/20/07 210,000 119, 745.00 329, 145.00 3/20/02 210,000 179, 145.00 329,745.00 9/20/02 230,000 99,405.00 329,405.00 3/20/03 230,000 99,405.00 329,405.00 9/20/03 252,500 77,785.00 330,285.00 3/20/04 252,500 77,785.00 330,285.00 9/20/04 275,000 54,050.00 329,050.00 3/20/05 275,000 54,050.00 329,050.00 9/20/05 300,000 28,200.00 328,200.00 3/20/06 300,000 28,200.00 328,200.00 Totals $5,555,000 $8, 153,515.00 $13,708,515.00 *Paid from Certificate proceeds. **$726,494.37 paid from Certificate proceeds and $126,494.38 paid by City. B-2 City of EXHIBIT B m Springs Public Facilities Cooration Com fined Certificates of Participation SCHEDULED BASE RENTAL PAYMENTS Sunrise Cogeneration Facility Semi-Annual Principal or Total Base Sinking Fund Semi-Annual Rental Date Payments Interest Payments 9/TG7$4 $ * $ -7z ,=. 0* 3/20/85 126,392.50* 126,392.50* 9/20/85 126,392.50** 126,392.50** 3/20/86 126,392.50 126,392.50 9/20/86 12,500 126,392.50 138,892.50 3/20/87 12,500 126,392.50 138,892.50 9/20/87 15,000 125,517.50 140,517.50 3/20/88 15,000 125,577.50 140,517.50 9/20/88 20,000 724,430.00 144,430.00 3/20/89 20,000 124,430.00 144,430.00 9/20/89 25,000 122,930.00 147,930.00 3/20/90 25,000 122,930.00 147,930.00 9/20/90 30,000 720,992.50 150,992.50 3/20/91 30,000 120,992.50 150,992.50 9/20/97 35,000 178,592.50 153,592.50 3/20/92 35,000 118,592.50 153,592.50 9/20/92 42,500 715,722.50 158,222.50 3/20/93 42,500 715,722.50 158,222.50 9/20/93 52,500 172,152.50 164,652.50 3/20/94 52,500 172,152.50 164,652.50 9/20/94 55,000 107,637.50 162,637.50 3/20/95 55,000 107,637.50 162,637.50 9/20/95 62,500 702,797.50 165 297.50 3/20/96 62,500 102,797.50 165,297.50 9/20/96 67,500 97, 172.50 164,672.50 3/20/97 67,500 97,772.50 164,672.50 9/20/97 75,000 97,030.00 166,030.00 3/20/98 75,000 91 ,030.00 166,030.00 9/20/98 80,000 84, 130.00 764, 130.00 3/20/99 80,000 84,130.00 164,130.00 9/20/99 87,500 76,610.00 164,110.00 3/20/00 87,500 76,610.00 164,110.00 9/20/00 95,000 68,335.00 163,385.00 3/20/01 95,000 68,385.00 163,385.00 9/20/01 105,000 59,455.00 164,455.00 3/20/02 105,000 59,455.00 164,455.00 9/20/02 115,000 49,585.00 164,585.00 3/20/03 115,000 49,585.00 764,585.00 9/20/03 125,000 38,775.00 763,775.00 3/20/04 125,000 38,775.00 163,775.00 9/20/04 137,500 27,025.00 164,525.00 3/20/05 137,500 27,025.00 764,525.00 9/20/05 150,000 14, 100.00 164, 100.00 3/20/06 150,000 14, 100.00 164,100.00 Totals lLiL5 000 4,072,435.00 $6,847,435.00 * Paid from Certificate proceeds. ** Half ($63, 196.25) paid from Certificate proceeds. B-3 EXHIBIT B City of �m Springs Public Facilities Co ration Com fined Certificates of Participation SCHEDULED BASE RENTAL PAYMENTS Police Facility 04 Semi-Annual Principal or Total Base D2 Sinking Fund Semi-Annual Rental OD 9/D�4 Payments Interest Payments $ , 5* 3/20/85 157,245* 157,245* 9/20/85 157,245* 157,245* 3/20/86 157,245 157,245 9/20/86 37,500 157,245 194,745 3/20/87 37,500 157,245 194,745 9/20/87 40,000 154,620 194,620 3/20/88 40,000 154,620 194,620 9/20/88 42,500 157,720 194,220 3/20/89 42,500 757,720 194,220 9/20/89 45,500 148,532.50 194,032.50 3/20/90 45,500 148,532.50 194,032.50 9/20/90 47,500 145,045 192,545 3/20/91 47,500 145,045 192,545 9/20/91 52,500 747,245 193,745 3/20/92 52,500 141,245 193,745 9/20/92 57,500 136,940 194,440 3/20/93 57,500 136,940 194,440 9/20/93 62,500 132,110 194,610 3/20/94 62,500 732, 110 194,610 9/20/94 67,500 126,735 194,235 3/20/95 67,500 126,735 194,235 9/20/95 72,500 720,795 193,295 3/20/96 72,500 120,795 193,295 9/20/96 80,000 714,270 194,270 3/20/97 80,000 114,270 194,270 9/20/97 85,000 106,990 191,990 3/20/98 85,000 106,990 791,990 9/20/98 95,000 99,170 194, 170 3/20/99 95,000 99,770 194, 170 9/20/99 702,500 90,240 192,740 3/20/00 102,500 90,240 192,740 9/20/00 112,500 80,605 193,105 3/20/01 112,500 80,605 193,105 9/20/01 122,500 70,030 192,530 3/20/02 122,500 70,030 192,530 9/20/02 135,000 58,515 193,515 3/20/03 135,000 58,515 193,515 9/20/03 147,500 45,825 193,325 3/20/04 747,500 45,825 193,325 9/20/04 162,500 31,960 194,460 3/20/05 162,500 31,960 194,460 9/20/05 177,500 16,685 194, 185 3/20/06 177,500 16,685 794,185 Totals 3 490 000 _ 4 887 535 8 377 535 *Funded from Certificate proceeds. B-4 EXHIBIT C • CITY OF PALM SPRINGS • STIPULATED VALUES (in $000's) Municipal Complex Sunrise Plaza Police Date Cogeneration Cogeneration Buildin Total 1�T/84 ,5 bbb 73- 3, 90 $11,820 04/07/84 5,555 2,775 3,490 11,820 hF 10/01/85 5,555 2,775 3,490 11,820 04/01/86 5,555 2,775 3,490 11,820 RD 10/Oi/86 5,555 2,775 3,490 11,820 04/07/87 5,555 2,775 3,490 11,820 10/01/87 5,505 2,750 3,415 11,670 04/01/88 5,505 2,750 3,415 11,670 10/01/88 5,440 2,720 3,335 11,495 04/01/89 5,440 2,720 3,335 11,495 10/01/89 5,360 2,680 3,250 11,290 04/01/90 5,360 2,680 3,250 11,290 10/07/90 5,260 2,630 3,760 11,050 04/01/91 5,260 2,630 3, 160 11,050 10/01/91 5,140 2,570 3,065 10,775 04/01/92 5,140 2,570 3,065 10,775 10/01/92 4,995 2,500 2,960 10,455 04/01/93 4,995 2,500 2,960 10,455 10/07/93 4,830 2,415 2,845 10,090 04/01/94 4,830 2,415 2,845 10,090 10/01/94 4,625 2,310 2,720 9,655 04/01/95 4,625 2,310 2,720 9,655 10/01/95 4,400 2,200 2,585 9,185 04/01/96 4,400 2,200 2,585 9,185 10/07/96 4,155 2,075 2,440 8,670 04/07/97 4,155 2,075 2,440 8,670 10/01/97 3,890 1,940 2,280 8, 110 04/01/98 3,890 1,940 2,280 8,170 10/01/93 3,595 1,790 2,710 7,495 04/01/99 3,595 7,790 2,110 7,495 10/07/99 3,275 1,630 1,920 6,825 04/07/00 3,275 1,630 1,920 6,825 10/07/00 2,920 1,455 1,715 6,090 04/01/01 2,920 1,455 1,715 6,090 70/01/01 2,535 1,265 1,490 5,290 04/01/02 2,535 1 ,265 1,490 5,290 10/01/02 2, 115 1,055 1,245 4,415 04/07/03 2,115 1,055 1,245 4,475 10/01/03 1,655 825 975 3,455 04/01/04 1,655 825 975 3,455 10/01/04 1, 150 575 680 2,405 04/01/05 1,150 575 680 2,405 10/01/05 600 300 355 1,255 OPTION TO PURCHASE--PREPAYMENT SCHEDULE Prepayment Penalty Percentage of the Principal Amount of Outstanding Certificates Pre a�yment Date to be Redeemed prior to Maturity April 1, 1994 and October 1, 1994 2.0% April 1, 1995 and October 1, 1995 1.5% April 1, 1996 and October 1, 7996 1.0% April 1, 1997 and October 1, 1997 0.5% April 1, 1998 and thereafter 0.0% 9 i CERTIFICATE OF ACCEPTANCE FPS l7 This is to certify that the Lease Agreement from the City C:g GD of Palm Springs Public Facilities Corporation to the City of Palm Springs, a municipal corporation, hereby is accepted by the undersigned NORMAN R. °KIN(, CITY naawAG-FR on behalf of the City Council of the City of Palm Springs pursuant to authority conferred by Resolution No, / Uo� of such City Council adopted on the day of and the grantee consents to recordation thereof by its duly authorized City Manager. /mac ^ Dated: C�ill� /�� .IIZS� 1984 04-06-84 7209P/2168/05 • 9 CERTIFICATE OF COMPLIANCE with Section 5912 of the Corporations Code of the State of California The undersigned Secretary of the City of Palm Springs Public Facilities Corporation the "Corporation" ) P ( p ) certifies that the attached Lease Agreement by and between the 00 Corporation and the City of Palm Springs has been validly approved by the Board of Directors of the Corporation at a special meeting held by the Board on April 6, 1984; that the lease-purchase of the Corporation' s assets referred to in the Lease Agreement is made in the usual and regular course of the business of the Corporation and that the notice requested by Section 5913 of the Corporations Code is not required. Dated: April 11r , 1984 Secretary of the Corporation 7910P/2168/05