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dated as of March 9, 2004, between TRANSOCEAN FUNDING/HUMBOLDT, INC., as Lessor and HUMBOLDT COUNTY, as Lessee
ARTICLE I AGREEMENT TO LEASE REPRESENTATIONS AND COVENANTS HUMBOLDT COUNTY ("Lessee") requests TRANSOCEAN FUNDING/Humboldt, Inc. ("Lessor") to acquire certain property as more fully described on an Exhibit B hereto and incorporated by reference herein (the "Property"). Lessee agrees to lease the Property from Lessor and Lessor agrees to lease the Property upon written acceptance hereof signed at the Lessor's principal office by an authorized officer upon the terms and conditions of the MASTER LEASE/PURCHASE AGREEMENT (the "Lease"). Lessee represents, covenants and warrants, and as requested by Lessor, will deliver an opinion of counsel substantially in the form attached as Exhibit E hereto to the effect (i) that it is a political subdivision of the State of California, duly organized and validly existing under the laws of the State of California and has full power and authority to execute and deliver this Lease, to enter into the transactions contemplated by this lease and to carry out its obligations hereunder, and (ii) that the Lease has been duly authorized, executed and delivered by Lessee and constitutes a legal, valid and binding agreement enforceable against Lessee in accordance with its terms. Lessee agrees, declares and covenants that it will do, or cause to be done, all things necessary within its power to preserve and keep the Lease in full force and effect. Lessee further represents, covenants and warrants that Lessee has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part; that Lessee has and will have sufficient appropriations or other funds available to pay all amounts due hereunder; that the Property is necessary and essential to enable to the Lessee to operate, maintain, and provide governmental services; and that the Lease Payments during the Lease Term (as such terms are defined below) are equivalent to, and do not exceed, fair rental value for the Property for a lease/purchase of the Property by the Lessee. ARTICLE II LEASE OF PROPERTY Section 2.1. Lease. Lessor hereby leases the Property to Lessee, and Lessee hereby leasepurchases the Property from Lessor, upon the terms and conditions set forth in the Lease. Section 2.2. Possession and Enjoyment. Lessor hereby covenants to provide Lessee during the term of this Lease with the quiet use and enjoyment of the Property, and Lessee shall during the term of the Lease peaceably and quietly have and hold and enjoy the Property, without suit or hindrance from Lessor, except as expressly set forth in this Lease. Lessor will, at the request of Lessee and at Lessee's cost, join in any legal action in which Lessee asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 2.3. Lessor Access to Property. Lessee agrees that Lessor shall have the right at all reasonable times to examine and inspect the Property. Lessee further agrees that Lessor shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by Lessee to perform its obligations hereunder. The rights of Lessor and Lessee to the Property are subject to applicable airport security regulations, policies, rules and orders. Section 2.4. Lessee Waiver of Certain Termination Rights. Lessee waives the benefits of subdivisions 1 and 2 of Section 1932 and subdivision 4 of Section 1933 of the California Civil Code, but such waivers shall not limit any of the rights of Lessee under the Lease. Section 2.5. Substitution of Leased Property. With the prior written consent of Lessor, such consent not to be unreasonably withheld, Lessee may substitute the Leased Property with other property or properties owned by the County (“Substitute Property”), provided that (i) the Substitute Property contains no liens, mortgages or other encumbrances which would adversely affect the rights of Lessor, (ii) the Substitute Property has a value, and any improvements on such Property have a useful life, at least 25% in excess of the remaining principal balance and Lease Term at the time of the substitution,
BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH ARISING IN STRICT LIABILITY.2. or in any event upon the date stated in the preceding sentence.2 and any additional payments shall have been paid. but not beyond March 2. if requested) to confirm these conditions and pays all expenses associated with the substitution. LEASE PAYMENTS. unless such term is reduced or extended as herein provided. The term of this Lease ("Lease Term") shall commence and end as defined in an Exhibit C applicable to the Property. quotation or other forms or procedures required . the Property during each payment period. Except for such limited warranties. Any notice. shall not be abated. The obligation of Lessee to pay the Lease Payments as defined in Section 4. special tax counsel. Lease Term. Lease Payments. invoicing. or pays all Lease Payments in the amounts established by Section 4. workmanship. delivery. Said Lease Payments shall be payable without notice or demand at the office of the Lessor specified in Section 15. including any fees of counsel and as required. Following Lessee's execution of said Lease. LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY. (a) Lessee agrees to pay total lease payments ("Lease Payments") set forth in Exhibit C respecting the specific schedules of Property to which such exhibit relates. If. Lease Payments and any additional payments payable hereunder shall not have been paid. (iv) the County owns the Substitute Property free and clear of all interests of third parties. purchase orders. FROM LESSOR'S NEGLIGENCE OR OTHERWISE. If the Lessee prepays the Lease Payments in full under Article XI. BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN. 2034. shipment.2 and any additional payments during the Lease Term as the same become due and payable. Section 4. for and in consideration for the right of possession of.1 of this Lease (or such other place as Lessor may from time to time designate in writing) on the dates set forth in such Exhibit C. impaired or reduced by reason of any claims of Lessee with respect to the condition. EXCEPT AS PROVIDED ABOVE.1. on the dates and in the amounts specified in an Exhibit C. NEITHER LESSOR NOR ANY ASSIGNEE OF LESSOR MAKES ANY WARRANTIES WITH RESPECT TO THE PROPERTY. (v) a Memorandum of Lease is filed with the County Assessor respecting Lessor’s interest in the Substitute Property and (vi) no Event of Default has occurred and is continuing under this Lease. INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS THE SAME. then the Lease Term shall be extended until the Lease Payments in the amounts established by Section 4.2 by reason of abatement shall not have been otherwise paid. INCIDENTALLY OR CONSEQUENTIALLY BY THE PROPERTY.1. NEITHER LESSOR NOR ANY ASSIGNEE OF LESSOR SHALL HAVE ANY LIABILITY TO LESSEE FOR ANY CLAIM. this Lease shall become effective upon the execution hereof by Lessor. on the date specified in Exhibit C. and no event has occurred which with the passage of time or giving of notice or both would result in an Event of Default. and continued quiet use and enjoyment of. TITLE TO PROPERTY. ARTICLE IV TERM OF LEASE.2 below. OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS LEASE AND EXPRESSLY DISCLAIM THE SAME. or such shorter term as may be provided by law. except as provided by Article VI. quality. defects or other matters involving the Property. installation.(iii) the County provides adequate documentation (including an appraisal. SECURITY INTEREST Section 4. including interest. ARTICLE III WARRANTIES Lessor has provided Lessee with certain written limited warranties with respect to the Property. INDIRECTLY. EITHER EXPRESS OR IMPLIED. or if the Lease Payments shall have been abated at any time and for any reason and amounts by which the Lease Payments shall have been less than the amounts extablished by Section 4. The Lessor and the Lessee agree to take any and all steps and execute and record any and all documents reasonably required to evidence the termination of this Lease under this Section 4. this Lease shall thereupon terminate.
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.1. REPAIRS. Security Interest. of the Property during each such payment period. the Lessee shall make all 1Lease Payments when due. ordinances and regulations relating to. Lessee also agrees that this Lease or a memorandum of this Lease may be filed by Lessor with the County Recorder of Humboldt County and Lessee agrees to execute such documents respecting any such filings requested by Lessor. Lessee shall use the Property in a careful manner and shall comply with all laws. claims. in each of its budgets during the Lease Term and to make the necessary annual appropriations for all such Lease Payments and additional payments.3. Title to the Property is deemed to be in Lessee so long as Lessee shall not be in default pursuant to Article XII below or this Lease shall not have been terminated pursuant to the provisions of Article XI. title or interest of Lessee unless Lessor elects otherwise. and it shall be the duty of each and every public official of the Lessee to take such action and do such things as are required by law in the performance of the official duty of such officials to enable Lessee to carry out and perform the covenants and agreements of this Lease agreed to be carried and performed by Lessee. This Lease creates a security interest because the consideration Lessee must pay Lessor for the right of possession and use of the Property is an obligation for the Lease Term not subject to termination by the Lessee. and Lessee has an option to become unencumbered owner of the Property for nominal additional consideration upon termination of the Lease Term and payment of all amounts due hereunder (including any early prepayment of all Lease Payments hereunder). and (2) the option to purchase the Property by payment of the amount prescribed in Article XI. and shall be construed to be. in the condition of the Property from time to time. repairs. and shall pay all costs. Lessee shall have no right. In the event of default by Lessee under Section 12. Use. duties imposed by law. Lessor and Lessee understand and intend that the obligation of the Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee. Lessee agrees that this Lease may be filed as a financing statement. defense or counterclaim.by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor or its assignee sufficiently in advance of payment due date for the completion thereof by Lessor or its assignee prior to such payment date. Lease Payments shall be paid absolutely and unconditionally in all events and without assertion of any right to any set-off. Except as provided in Article VI. and shall not withhold any Lease Payments pending the final resolution of such dispute.1. The covenants shall be deemed to be. without deduction or offset of any kind. Lessee further agrees that the Uniform Commercial Code shall apply as between the parties hereto and assignees of Lessor. constitute fair rental value for lease of the Property. and agrees to execute and deliver all financing statements and other instruments necessary or appropriate to evidence such security interest. Repairs. Title to Property. Section 4. ARTICLE V USE. So long as the Property is available for Lessee’s use. Lessee covenants to take such action as is necessary to include and maintain all Lease Payments and any additional payments required hereunder. damages. Notwithstanding any dispute between Lessor and Lessee. ALTERATION Section 5. Lessor and Lessee hereby agree and determine that the Lease Payments for lease of the Property. and the continued quiet use and enjoyment. for and in consideration of (1) the right of possession. title or interest in the Property or any additions. title shall be reverted immediately in and shall revert to Lessor free of any right. replacements or modifications thereto except as expressly set forth in the Lease. (b) Lease Payments shall be paid from any source of legally available funds of Lessee. and shall be paid by Lessee on the payment date with respect to the payment period. (c) Lease Payments payable for the lease of the Property with respect to each payment period during the term of this Lease shall constitute the total rental amount due for said payment period. fees and . As applicable.
shall keep the Property in good repair and furnish all parts. without warranty expressed or implied. In the event of any such damage or destruction or condemnation or other loss. Lessee shall. shall be abated. restore.2 by reason of abatement pursuant to this Article VI. Lessee shall repair. for which the Proportionate Purchase Price is paid to Lessor. Upon Lessor's receipt of such payment. reconstruct. Section 6. Section 6. replace. reconstruction.charges arising out of. including the perils of fire. insure all Property under this Lease against casualty occurrences. Such abatement shall continue for the period commencing with such damage or destruction or condemnation or other loss and ending with the completion of repair. and (ii) an amount equal to that portion of the total acquisition cost of the item of Property paid for by Lessor plus any applicable premiums less the principal component of the Lease Payments made for such item of Property as determined by Lessor prior to payment of such portion of the Prepayment Purchase Option Price (in Exhibit C) by Lessee (the "Proportionate Purchase Price"). the portion of Lease Payments equivalent to the damaged or destroyed or condemned or otherwise lost item.2 Obligation to Reconstruct or Replace. replacing restoring. Lessee shall be entitled to whatever interest Lessor may have in said item in its then condition and location. ARTICLE VII INSURANCE Section 7. at its expense. Lessee shall not make any alterations. such proceeds constitute a special fund for the payment of the Lease payments which proceeds shall be used as provided by Section 7. lightning. The amount of such abatement shall be such that the resulting Lease Payments represent fair consideration for the use and possession of the portions of such Property not damaged or destroyed or condemned or otherwise lost.3. vehicles. smoke. this Lease shall continue in full force and effect and shall not be terminated by virtue of such damage or destruction or condemnation or other loss. modification or improvement to such an extent that the damage or destruction or condemnation or other loss no longer substantially interferes with the use and possession by Lessee of the Property. locked-out workmen or theft. restoration. additions or improvement may be made without diminishing the resale value of the Property. In the event of any damage ro destruction or condemnation or other loss of the Property. ARTICLE VI LOSS. strikes. reconstructing.1 Lessee’s Obligation to Insure. during any period in which by reason of material damage or destruction or condemnation or other loss there is substantial interference with the use and possession by Lessee of the Property. To the extent that the proceeds or rental interruption or use and occupancy insurance are available to pay Lease Payments or amounts by which Lease Payments are less than the amounts established therefore by Section 4. From condemnation or insurance proceeds (or other funds if Lessee breaches its obligation to insure). riot. the Lease and the Property. Alteration.1 Abatement of Lease Payment . instead of repairing. aircraft. additions or improvements to the Property without Lessor's prior written consent unless such alterations. explosion.3 Option to Pay Proportionate Purchase Price. pay Lessor in cash all of the following: (i) all amounts then owed by Lessee to Lessor under this Lease. and Lessee waives any right to terminate this lease by virtue of an such damage or destruction or condemnation or other loss. and Lessor shall deliver to Lessee a full release of Lessor’s right. modifying or improving the Property. Lessee at its option may. replacement. The amount of the Lease Payments for the lease of the Property shall be abated.2. modify or improve the Property. Lessee. The risk of damage or destruction or other loss (not including condemnation) shall be insured against under Article VII. When the Proportionate Purchase Price is paid to Lessor. IRREPARABLE DAMAGE Section 6. hail. civil commotion. during the term of this Lease. burglary and water damage in an amount equal to the higher of total unpaid balance of the acquisition . mechanisms and devices required therefor. windstorm. Section 5. title and interest in and to such item.
Lessee shall deliver to Lessor or its assignee a duly authenticated Certificate evidencing such insurance. excluding. Lessee shall indemnify Lessor against and hold Lessor harmless from any and all claims. including.cost at the time (plus any unpaid charges and expenses and accrued interest for the next semi-annual period in Exhibit C) or the cost of replacement of all Property and shall insure public liability and property damage insurance sufficient to protect Lessor from liability in all events. but not limited to sales. If Lessee fails to pay said charges and taxes when due. obligations. but shall not be obligated. ARTICLE IX INDEMNIFICATION To the extent permitted by law. In the event the Lessor has paid such charges or taxes. damage. or injury or accident involving the Property. state and federal) including. or other loss.2 Additional Insured. total or partial. use. including attorney's fees. purchase. use. Lessee shall promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. however. rental interruption or use and occupancy insurance with an insurance company reasonably acceptable to Lessor. including attorneys' fees. destruction. damages. All payments for damage. penalties. leasing. Insurance shall be maintained by self-insurance (with prior written consent of Lessor) or with standard insurers and the Lessee shall give the Lessor thirty days notice of cancellation or non-renewal. To the extent permitted by law. Lessee shall pay. Lessor shall have the right. possession. expenses. lease or excise taxes which may be assessed against the Property or the transaction contemplated by this Lease. all taxes on or measured by Lessor's net taxable income. or other loss to Property shall be payable to the Lessor or other assignee as additional insured as their interest may appear under the terms and conditions of the Lease. when due. excise and property taxes and penalties and interest advanced upon behalf of the Lessee which may now or thereafter be imposed upon the ownership. sales. expenses. causes of action. proceedings. with such deductibles that are also reasonably acceptable to Lessor. of the use of the Property as a result of any of the hazards covered in the insurance required by this Article VII and the resulting loss of rental income to Lessor. purchase. selection.2 by reason of abatement pursuant to Article VI. Lessee shall pay immediately Lessor the amount advanced upon behalf of the Lessee. costs or similar charges of whatever nature. operation or return and the recovery of claims under insurance policies thereon. and used first to pay any amounts by which the Lease Payments have been less than the amounts established therefore by Section 4. losses. Lessee shall indemnify Lessor and hold Lessor harmless against any and all claims. proceedings. liabilities. . All payments of such insurance shall be payable to the Lessor or its assignee. actions. damages. destruction. delivery. All such insurance shall require 30 days notice of cancellation or non-renewal to the Lessor and its assignee. as additional insured as their interests may appear under the terms and conditions of this Lease. to pay said charges and taxes. and second any excess for credit upon payment of the Lease Payments in the order in which such Lease payments become due and payable. construction. Upon acceptance of the Property and upon each insurance renewal date. Section 7. use. in an amount at least equal to the maximum total Lease Payments payable with respect to the lease of the Property during the immediately following twelve (12) month period. costs or similar charges of whatever nature. without limitation. Lessee shall procure.3 Rental Interruption Insurance. liabilities. and maintain throughout the Lease Term. fabrication. to cover loss. In the event of any loss. sale. actions. suits. possession or use of the Property. in connection with any property. its design. all charges and taxes (local. Upon acceptance of the Property and upon each insurance renewal date. Section 7. rental. manufacture. ARTICLE VIII LIENS AND TAXES Lessee shall keep the Property free and clear of all levies and encumbrances. arising out of or connection with the Property. Lessee shall deliver to Lessor and its assignee a duly authenticated certificate evidencing such insurance.
and acceptance of the Project and all other related aspects of the Property. Lessee agrees to reflect in a book entry the assignee designated in such notice of assignment. protect. removal or restoration work. review of all bid or surety bonds. without the necessity of obtaining the consent of Lessee. penalties. and hold harmless Lessor from and against all liabilities. may be assigned and reassigned in whole or in part to one or more assignees or subassignees (INCLUDING HOLDERS OF CERTIFICATES OF PARTICIPATION. foreseeable and unforeseeable consequential damages. save. indemnify and hold Lessor and its assigns harmless from and against all liabilities. TRUST INSTRUMENTS. costs. actions. and expenses (including sums paid in settlement of claims and all consultant. material or waste. errors and omissions insurance. and interest arising in connection therewith to Lessor or any assignee. “The term “Hazardous Substance” means any substance. notwithstanding any claim. or any resulting damages or injuries to the person or property of any third parties or to any natural resources. claims. Upon receipt of notice of assignment. review of construction activities and all equipment." Lessee represents. however. expert and legal fees and expenses of Lessor’s counsel) or loss directly or indirectly arising out of or resulting from any Hazardous Substance in. which is or becomes designated. delivery. installation. remedial. and Lessee agrees to protect and hold harmless Lessor in the event of any failure to monitor such insurance and its continued coverage. permitting. and to make all payments to the assignee designated in the notice of assignment. losses.” “hazardous. obligations. Assignment by Lessor. claims. classified or regulated as being “toxic. protect. that no such assignment or reassignment shall be effective unless and until Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or sub-assignee. PAYING AGENTS OR TRUSTEES) by Lessor at any time subsequent to this execution. Lessee assumes liability for and agrees (whether or not Lessor is otherwise insured) to indemnify. challenged or denied by applicable governmental authorities. groundwater or soil vapor on or under the property. penalties. state or local law. expenses. or around any part of the property or in the soil.” a “pollutant” or similar designation under any federal. damages. set-off or counterclaim whatsoever (whether arising from a breach of . attorney’s fees and costs and court costs) of whatever kind or nature imposed upon. including asbestos and petroleum (including crude oil or any fraction thereof). fixtures. causes of action. review of all bid documents and specifications.Lessee shall defend. In the event any such action by Lessee results in the denial or revocation of the tax-exempt status of such obligations. Lessee shall be responsible for all taxes. construction. This Lease. warrants and covenants that throughout the term of this Lease it will not take or permit any of its officers. on. penalties.1. costs (of whatever nature). incurred by or asserted against Lessor in connection with the planning. Construction Management Lessor grants Lessee the right to handle all construction and construction management activities associated with the Property. Lessee shall be obligated to monitor and ensure maintenance by the architect. including those incurred in connection with any investigation of site conditions or any clean-up. including but not limited to all architect’s selection. design. actions. defense. regulation or ordinance. contractor. review of plans. and the obligations of Lessee to make payments hereunder. The indemnities contained in this Section shall survive the termination or expiration of this Lease Agreement. workmen’s compensation insurance and all other insurance required for projects similar to the Property in an amount reasonably satisfactory given the scope of the Project. provided. suits and proceedings (including legal expenses. subcontractors and materialmen of adequate liability insurance. ARTICLE X ASSIGNMENT AND SUBLEASING Section 10. insurance requirements and acceptance of all aspects of the Property and all associated actions or omissions. appliances and systems. employees or agents to take any action which would cause the tax-exempt nature of the obligations evidenced by this Lease to be contested.
ARTICLE XI OPTION TO PURCHASE. the United States of America or any agency or instrumentality thereof.1 HEREOF.A. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Schedule of Property. at no cost or expense to Lessee.2. a sum of cash and non-callable securities consisting of direct obligations of. or the assignee. and upon satisfaction of Lessor that Lessee is not on such date in default pursuant to any term of this Lease. bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Option to Purchase. title or interest of Lessor in and to the Property. including any regulations of the Securities and Exchange Commission. Lessee shall not provide. ANY SUBLEASE SHALL BE SUBORDINATE TO THIS LEASE AND SHALL NOT AFFECT ANY OBLIGATIONS OF LESSEE HEREUNDER.this Agreement or otherwise) that Lessee may from time to time have against Lessor. or obligations the principal of and interest on which are unconditionally guaranteed by.1. Lessor has agreed to maintain a register containing the names and addresses of such registered owners. Pursuant to the Paying Agency Agreement. LESSOR HAS DETERMINED THAT IT SHALL DECLARE ITSELF AGENT ON BEHALF OF REGISTERED OWNERS OF CERTIFICATE OF PARTICIPATION to be issued pursuant to a Paying Agency Agreement between Lessor and Pacific Capital Bank. No Sale. Upon assignment by the Lessor.2. N. or First Bank & Trust. The Prepayment Purchase Option Price set forth in Exhibit C assumes the Lease Payment due on the same date has been paid. Lessee expressly acknowledges and consents to the issuance by the Lessor of Certificate of Participation in this Lease or any amendments hereto through a private offering arranged by the Lessor. SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD BY LESSOR AND SHALL BE SUBJECT TO ASSUMPTION BY THE NEW ASSIGNEE OR SUBLESSEE OF LESSEE OF ALL TERMS OF THIS LEASE. Lessor shall deliver to Lessee a full release of Lessor's right. nor shall it be required to provide. DEFEASANCE Section 11. AND COMPLIANCE WITH THE TERMS THEREOF. Section 11. certificates of participation. AND LESSEE SHALL EXECUTE AND FILE SUCH EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY LESSOR. title and interest of Lessor in the Property under said Schedule of Property shall terminate. including notices of assignment and chattel mortgages or financing statements which may be reasonably requested by Lessor or its assignee to protect their interests in the Property and in this Agreement. and all transfers and assignments by Lessor shall be subject to this section. or any successor paying agent. ASSIGNED. Lessee shall cause such investment to . SUBLEASED OR ENCUMBERED BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. delivered to the corporate offices of the Lessor thirty (30) days prior the Lease Payment Date on which Lessee intends to exercise its purchase option. at a price equal to the Prepayment Purchase Option Price set forth in Exhibit C. Upon payment of the Prepayment Purchase Option Price set forth in Exhibit C and any Lease Payments due. as paying agent or another banking institution as paying agent. INCLUDING SECTION 13. All assignments. THIS LEASE AND THE INTEREST OF LESSEE IN THE PROPERTY MAY NOT BE SOLD. in such aggregate amount. Lessee agrees to execute all documents. and the portion of the Lease Payment equivalent to the Property for which the Prepayment Purchase Option Price was made shall be abated. Lessee shall have the option to purchase all the Property on a specific Exhibit or Schedule of Property on any Lease Payment Date for such Exhibit or Schedule at the written request of the Lessee. Upon such defeasance.. Lessee shall make payments only to assignee or a designated agent of assignee. beneficial interests or similar divisions or creations of rights in this Agreement of whatever nature must be in full compliance with all applicable laws. continuing disclosure with respect to this Agreement pursuant to Rule 15c2-12 of the Securities and Exchange Commission. dba First National Bank of Central California. Section 10. Defeasance of Rental Payments. Assignment or Subleasing by Lessee. all right. AT LESSOR’S SOLE OPTION. Lessor hereby agrees that upon execution and delivery of the Paying Agency Agreement it will provide a confirmation of same to Lessee.
1(a) for a period of ten (10) days after written notice specifying such failure to pay and requesting that payment be made has been given to Lessee by Lessor. at its option. Each and every covenant hereof to be kept and performed by Lessee is expressly made a condition hereof and upon the breach thereof. and any such failure continues for ten (10) days after the due date thereof. at its sole option. continue to remain liable for the payment of the Lease Payments and damages for breach of this Lease and the performance of all conditions herein contained and. take custody of the Property and re-lease it for the account of Lessee. provided that notwithstanding anything herein to the contrary. receiver or custodian is appointed for Lessee or a substantial part of its Property and is not discharged within thirty (30) days. if instituted against Lessee. representation or warranty made by Lessee in the Lease or in writing ever delivered by Lessee pursuant to or in connection with the Lease is false. consent or acquiescence. except only in the manner herein expressly provided. misleading. or in the absence of such application. Lessor may. or any dissolution or liquidation proceedings. Lessor may exercise any and all rights of repossession of the Property. Events of Default. Upon the occurrence of an Event of Default under Section 12. exercise any and all remedies available pursuant to law or granted pursuant to this Lease. or acquiesces in the appointment of a trustee.1. which consent is hereby irrevocably given. with or without such repossession. Lessee may request a reasonable extension of time to cure and Lessor shall not unreasonably withhold consent to such extension if corrective action is instituted by Lessee within the thirty (30) day period and is diligently pursued until the failure is corrected. receiver or custodian for the Lessee or a substantial part of its Property. An event of default ("Event of Default") under the Lease means the occurrence of any one or more of the following events: (a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.2. in any event. or any proceeding under any bankruptcy or insolvency law. except that Lessor may not exercise any remedy for Default described by Section 12. moratorium. in which event Lessee’s obligation will accrue from rental period to rental period in accordance with this lease and Lessee will continue to receive the value of the use of the Property from rental period . Lessee shall. that no such termination shall be effected either by operation of law or acts of the parties hereto. condition. provided. that if the failure stated in the notice can be corrected. such Lease Payments and damages shall be payable to Lessor at the time and in the manner as herein provided. with the consent of Lessee. In the event Lessor does not elect to terminate this Lease in the manner hereinafter provided for in subparagraph (b) hereof. to wit: (a) Lease Not Terminated. In the event of such default and notwithstanding any taking of custody or repossession by Lessor. Lessor may. Remedies. (b) Lessee fails to perform or observe any other covenant. provided. or (d) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or applies for. may terminate this Lease. but not within such period. consents to. or erroneous in any material respect. or agreement to be performed or observed by it hereunder or under the Lease and such failure is not cured within thirty (30) days after written notice by Lessor. (c) The discovery by Lessor that any material statement. THERE SHALL BE NO RIGHT BY LESSOR UNDER ANY CIRCUMSTANCES TO ACCELERATE THE LEASE PAYMENTS OR OTHERWISE DECLARE ANY LEASE PAYMENTS NOT THEN IN DEFAULT TO BE IMMEDIATELY DUE AND PAYABLE. a trustee. is consented to or acquiesced in by Lessee or is not dismissed within thirty (30) days. or any bankruptcy. debt arrangement.1 of the Lease and as long as such Event of Default is continuing. is instituted by Lessee and. and also. Section 12. reorganization.comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Rental Payments on said Schedule of Property is not adversely affected. as herein expressly provided. however.
5%. then . (c) Term Limitation of any New Leases. unless and until Lessor shall have given written notice to Lessee of the election on the part of Lessor to terminate this Lease. Lessor at its option may terminate this lease and re-lease all or any portion of the Property. but that. and no termination of this Lease on account of default by Lessee shall be or become effective by operation of law. Lessee hereby waives any and all claims for damages caused or which may be caused by Lessor in taking custody of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to Lessee that may be in or upon the Property. and reasonable compensation for its services in re-leasing the Property. interest or penalties. Lessee agrees that any such expenditures shall be treated as made by Lessor (and not Lessee) for purposes of State law. no longer than is necessary to recover all Lease Payments. including the expenditure of money to facilitate such re-lease (including but not limited to site and Property improvements and repairs) and to effect such re-lease (including but not limited to hiring consultants and leasing agents). loss or damage whasoever arising or occasioned by any such taking of custody or re-leasing of the Property. which are reimbursable or payable by Lessee hereunder. in the event of such default by Lessee the right to terminate this Lease shall vest in Lessor to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. computed at the rate of seven and one-half percent (7. and no termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by Lessor by such written notice. and additional damages result to Lessor due to loss to tax benefits. or otherwise. and Lessee hereby exempts and agrees to save harmless Lessor from any costs. Lessee nevertheless agrees to pay Lessor all costs. or if the “prime” rate of interest of the largest banking institution located in California is higher than 6. damages. notwithstanding the taking of custody by Lessor or any suit in unlawful detainer. then such new lease shall have a term no longer than one day less than the remaining Lease Term as such may be extended under Section 4. Lessee agrees that the terms of this Lease constitute full and sufficient notice of the right of Lessor to re-lease the Property without effecting a surrender of this Lease. Lessee irrevocably appoints Lessor as the agent and attorney-infacdt of Lessee to re-lease the Property in the event of default by Lessee in the performance of any covenants herein contained to be performed by Lessee. Lessee further waives the right to any rental obtained by Lessor in excess of the Lease Payments and hereby conveys and releases such excess to Lessor to the extent of Lessor’s damages.5%) per annum. but SAID LEASE PAYMENTS AND DEFICIENCY SHALL BE PAYABLE ONLY AT THE SAME TIME AND IN THE SAME MANNER AS HEREINABOVE PROVIDED FOR THE PAYMENT OF LEASE PAYMENTS HEREUNDER (ON AN ANNUALIZED BASIS). In the event that Lessor enters into a new lease or leases pursuant to this Section 12. and to do all other acts to maintain or preserve the Property.1. brought by Lessor for the purpose of effecting such custody of the Property or the exercise of any other remedy by Lessor. or. or otherwise. lost interest (due to an extended recovery period. in the event Lessor is unable to re-lease the Property. costs and losses.2 in the event of a default or in the event that the Lease Term terminates before all Lease Payments have been paid.to rental period in the form of credits against its obligation to pay Lease Payments. In an event of default hereunder. Lessee covenants and agrees that no surrender of the Property or of the remainder of the lease Term hereof. interest and penalties due to such re-leasing) and shall reimburse Lessor for any deficiency arising out of the releasing of the Property. then for the full amount of all Lease Payments to the end of the Lease Term. no abandonment. (b) Lease Terminated. on the contrary. or otherwise. loss or damages howsoever arising or occurring payable at the same time and in the same manner as herein provided in the case of Lease Payments. including any such re-leasing expenditures. in all cases. Lessee agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained (including but expressly not limited to reimbursement for any loss of tax benefits. re-leasing expenditures. Lessee also waives any and all claims against Lessor in the event Lessor is unable to re-lease the Property to eligible entities under the federal tax law. and further agrees that no acts of the Lessor in effecting such re-leasing shall constitute a surrender or termination of this Lease irrespective of the term for which such re-leasing is made or other terms and conditions of such re-leasing. Neither notice to pay rent nor to deliver up possession of the Property given pursuant to law nor any proceeding in unlawful detainer taken by Lessor shall of itself operate to terminate this Lease. In the event of termination of this lease by Lessor at its option and in the manner hereinafter provided on account of default by Lessee (and notwithstanding any repossession of the Property by Lessor in any manner whatsoever or the releasing of the Property). provided that such termination shall not operate to terminate any of the rights of Lessee under this Article XII. and.
as such may be extended under Section 4. title and interest in and to the Property. including filing of Form 8038-G or 8038-GC with respect to the Lease. warrants and covenants as follows with regard to the Lease. Upon expiration of the Lease Term. and the Lessee covenants that it will take all actions necessary to maintain such exclusion from gross income under the Code. including reasonable compensation to its agents.4 Application of Proceeds. Lessee represents. and interest on the overdue principal or other payment at the rate of seven and one-half percent (7.2 (c). to the payment of the whole amount then owing and unpaid for principal or other payment and interest. Tax Covenants. without preference or priority. to the payment of the fees. Expectations.5%. attorneys and counsel.1. ratably to the aggregate of such moneys. The Lessee further covenants that it will comply with the information reporting requirements of Section 149(e) of the Code.5%) per annum (provided that if the “prime” rate of interest of the largest banking institution located in California is higher than 6. and Second. Lessee covenants that it will not take or permit any of its officers. costs and expenses of Lessor in declaring such Event of Default. employees or agents to take any action with respect to the Lease. except as otherwise provided by Sections 12. All net amounts received from the re-lease of the Property under this article XII. the Property or the property described in Exhibit B to the Escrow Agreement (the “Financed Property”) (including allowing such Property or the Financed Property to be used in any private use) which would cause the Lease to be classified as a "private activity bond" or an "arbitrage bond" or "federally guaranteed" within the meanings of Sections 141. any further expenditures of money made in order to facilitate the execution of such new lease and reasonable compensation to Lessor for its leasing services. Section 13. then to the payment of such principal and interest. shall be applied as follows: First.2. if any.2(a) and (b) regarding remedies. the Lessee hereby represents that it is a political subdivision of the State of California and that all of the net proceeds of the Lease are to be used for local governmental activities of the Lessee. and Lessee shall become owner thereof free of all claims regardless of any intervening rights authorized by this Section 12. In the event either party to this Lease should default under any of the provisions hereof and the non-defaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained. as amended or superseded (the "Code"). then the “prime” rate of interest plus 100 basis points). ARTICLE XIII TAX COVENANTS AND EXPECTATIONS Section 13. any court costs and such other expenses so incurred by the non-defaulting party. loss of tax benefits (as applicable). and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid. Section 12.2. 148 and 149 respectively of the Internal Revenue Code of 1986. and all other amounts derived by Lessor as a result of an Event of Default hereunder.the “prime” rate of interest plus 100 basis points). In addition.3 Agreement to Payment of Attorneys’ Fees and Expenses.1 and limited by Section 12. (d) Lessee to Become Owner of Property. Section 12. the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees and expenses of such attorneys. knowledge and belief: (a) Lessee has entered into a contract to lease with option to purchase the Property in order to finance the costs of the Financed Property. The acquisition of the Financed Property will proceed with due diligence and all proceeds received from the Lessor will be spent within six months of the date of the funding of this Lease as to personal property and within two years of the date of this Lease as to real . and any regulations from time to time adopted thereunder or which would cause the interest portion of the Lease Payments to become includible in gross income under the Code. costs and losses. Lessor shall deliver to Lessee a full release of Lessor’s right. to its best information.
faxed or sent by private courier service to: HUMBOLDT COUNTY. Eureka. (707) 476-2434. CA 94010.property (provided that for real property 10% of the funds for such property are spent within six months following funding. (b) No lease payment account has been or will be established with respect to the Lease. N. CA 95501. Except where another form of notice is specifically authorized in a section of this Lease. is being established pursuant to that certain Escrow Agreement of even date herewith..A. and (j) Other documents as reasonably requested by Lessor. (c) Uniform Commercial Code financing statements. among the Lessor. fax: (650) 342-9719. (c) No reserve fund or similar fund has been or will be established by Lessee with respect to the Lease. Lessee and Pacific Capital Bank. Attn: Treasurer and Tax Collector. (e) Memorandum of Lease in recordable form. (650) 342-2266. respecting acquisition of the Financed Property and improvements contemplated by the County. (h) Resolution of Lessee approving this Lease or statutory authority respecting such approval. 45% within the first year. or at such address as the party may provide in writing from time to time.A. (b) Essential Use Letter regarding Property. fax: (707) 445-7608. all notices to be given under this Lease to Lessee shall be made in writing and mailed by certified mail. or at such other address as Lessor or Lessor's assignee may provide in writing from time to time. ARTICLE XV MISCELLANEOUS Section 15. Any such notice shall be deemed to have been received five (5) days subsequent to mailing.. dba First National Bank of Central California. 107. (f) Current financial statements and copies of budget showing appropriations (as available). as is acceptable to Lessor.. Attn: President. Burlingame. the following documents and information satisfactory to Lessor: (a) Documents evidencing acceptance and delivery. 111 Anza Boulevard. or . Notices to Lessor shall be addressed to it at Lessor's address at TRANSOCEAN FUNDING/Humboldt. (i) Acknowledgment and Consent to Assignment and/or appointment of the Paying Agent. Notices. An escrow fund with Pacific Capital Bank. 825 Fifth Street. N. (d) Lessee has not established and does not expect to establish any sinking fund from which Lease Payments under the Lease will be paid or any fund for which there is reasonable assurance that amounts therein will be available to pay such Lease Payments if Lessee encounters financial difficulties. as applicable. dba First National Bank of Central California. ARTICLE XIV DELIVERY OF RELATED DOCUMENTS Lessee will execute or provide. Ste. Lease Payments will be paid directly to the Lessor or its Assignee. (d) Certificate of insurance or Certificate that the Lessee is self insured under its funded self insurance program. (g) Certificate of incumbency. as required by Lessor. return receipt requested. Inc. 75% within 18 months and the balance within two years).1.
Waiver. state or local licensing standards. AMENDMENTS. the prevailing party shall be entitled to reasonable attorneys' fees. including any applicable Exhibits A through H (incorporated by reference herein).8. Severability Clause. Special Resolution. Lessor and Lessee agree that the Resolution of Lessee identified on Exhibit H hereto is incorporated by reference herein as if fully set forth and shall apply to this Lease and to Lessor. constitute the entire agreement between the parties with respect to the Property. This Lease and the other attachments.2. SECTION 15. Section 15. Lessor further agrees to comply with any applicable federal.9. nuclear weapons systems. In the event any provision.5. which inventory shall identify the item as being leased from Lessor pursuant to this Lease. but all notices must also be sent as set forth above. IF ANY. The parties may designate electronic mail addresses for providing notices. Section 15. Section 15. state and federal laws and regulations. LESSEE WAIVERS. the laws of the State of California. in that Lessor is not knowingly or intentionally engaged in the research. that one counterpart shall be identified as the sole original of this Lease for the purpose of assignment and transfer of chattel paper under the California Commercial Code. production. controversy or litigation arising under this Agreement. Lessee may immediately terminate this Agreement if it determines that the foregoing certification is false or if Lessor becomes a nuclear weapons contractor. Registration. provided. Execution in Counterparts. any applicable accrediting standards. Entire Agreement.7. PROVIDED. which is not set forth herein. as defined above. MODIFICATIONS. The waiver by Lessor of any breach by Lessee of any term. Lessor agrees to comply with all local. Governing Law.11 Compliance with Certain Laws. however. and any other applicable standards or criteria established locally or by the state or federal government. oral or written. Initials of Lessee: ___________ Section 15. There is no understanding or agreement.3. AT THE TIME OF AMENDMENT. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provisions of this Lease. . Section 15. Section 15. Inventory. Section 15. Lessee shall maintain a detailed inventory of each item of Property. or testing of nuclear warheads. This Lease may be executed in any number of counterparts.upon delivery if by facsimile or private courier service. Section 15.4. Section Headings. and construed in accordance with. This Lease shall be governed by. ALL AMENDMENTS OR MODIFICATIONS OF THE TERMS OF THE LEASE MUST BE AGREED TO IN WRITING IN ADVANCE BY LESSEE AND LESSOR OR ITS ASSIGNEE. or nuclear weapons components as defined by the Ordinance. phrase or term of this Agreement shall be deemed unenforceable. covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. Section 15. Lessor certifies by its signature below that Lessor is not a nuclear weapons contractor as defined by the Nuclear Free Humboldt County Ordinance (the “Ordinance”). In the event of a dispute.10 Nuclear Free Ordinance. each of which shall be an original and all of which shall constitute but one and the same instrument. THAT NO AMENDMENTS OF THIS LEASE SHALL OPERATE TO REDUCE OR DELAY ANY LEASE PAYMENTS TO BE MADE HEREUNDER WITHOUT CONSENT OF LESSOR AND ITS ASSIGNEE. documents or instruments executed by Lessee and Lessor in connection herewith. HOWEVER. such unenforceability shall not affect any of the other terms hereof and this Agreement shall be construed thereafter as including all provisions hereof except the provision or term held unenforceable. Lessor agrees to notify the Lessee immediately if it becomes a nuclear weapons contractor.6. development. including but not limited to the Americans with Disabilities Act.
Chair __ Attest: By: Secretary . as Lessor By: __ Joshua G. as of the date first set forth above. the Lessor has caused this Lease to be executed in its name by its duly authorized officers.IN WITNESS WHEREOF. INC. and the Lessee has caused this Lease to be executed in its name by its duly authorized officers. President HUMBOLDT COUNTY. as Lessee By: Jill Geist.. Cooperman. TRANSOCEAN FUNDING/HUMBOLDT.
2004 The following list of Exhibits are made a part of this Lease.EXHIBIT A HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Schedule of Property Amortization Schedule Certificate of Acceptance Opinion of Lessee's Counsel Certificate of Essential Use Proof of Insurance Resolution of the Board of Supervisors .
Humboldt Base and Meridian. said quarter corner not visited this survey). is located. THENCE along said east right of way line North 06°27’08” West (highway map = North 07°50’ West) 414. and the deed from Scudamore to the County of Humboldt recorded in Book 257 of Deeds. buildings. THENCE leaving said highway right of way North 75°34’41” East 361. 100’ right. Records of Humboldt County. including all land. described as follows: A portion of the lands described in the deed from Scudamore to the County of Humboldt recorded in Book 252 of Deeds. commonly known as and located at Eureka-Arcata Airport. improvements and fixtures. and cable TV) together with all appurtenances thereto.38 feet to the west edge of pavement of Lycoming Avenue. the centerline of which is the centerline of Lycoming Avenue that borders the east side Parcel One described .64. Page 454 on November 12. State of California. and from which point the south quarter corner of said Section 19 bears South 77°27’11” East 1582. CA. The following Real Property Description sets forth the legal description of the Eureka-Arcata Airport. Range 1 East. phone. McKinleyville. Township 7 North. facilities. power. 1941. gas. Mc Kinleyville. 1942. as said stationing is based on Highway Map 01-HUM-101-R93. Parcel Two A non-exclusive easement 50 feet in width for ingress.EXHIBIT B HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. water. Page 278 on October 26. CA. upon which a building to be constructed for use as the Lessee’s animal shelter. THENCE leaving said Lycoming Avenue South 76°29’13” West 421.78 feet. and securing this Lease Agreement. more particularly described as follows: BEGINNING on the east right of way line of State Highway 101 at Caltrans station 384+40. and public utilities (including but not limited to sewer. the Property subject to this Lease Agreement is specifically limited to the animal shelter building.07 feet.83 feet (calculated tie. County of Humboldt. egress. THENCE along the west side of said Lycoming Avenue South 14°49’57” East 416. page 18. which will be utilized for the County’s animal shelter and all means of access and egress thereto.83 feet to the POINT OF BEGINNING. Parcel One All that real property situated in the southwest quarter of Section 19. Notwithstanding anything to the contrary in the following Real Property Description. bearing Assessor’s Parcel Number __________. the precise square footage of real property upon which the building is located and rights of access and egress to the building and parking thereto. 2004 SCHEDULE OF PROPERTY The Property which is the subject of the attached MASTER LEASE / PURCHASE AGREEMENT is as follows: Description: That portion of certain real property.85.
Parcel Three A non-exclusive easement 20 feet in width for public utilities (including but not limited to sewer. said Airport Road being in the northwest quarter of Section 30. thence leaving Lycoming Avenue southerly to Airport Road. Township 7 North. over existing facilities that fall in or near Lycoming Avenue on the east boundary of Parcel One described above and running thence southerly to the point at which Lycoming Avenue curves easterly. phone. power. Township 7 North. water. gas. Range 1 East. Range 1 East. and cable TV) and access thereto. . said Airport Road being in the northeast quarter of Section 30. and southerly to Airport Road. Parcel Four A non-exclusive easement that consists of the right to direct stormwater runoff into the existing drainage course that runs in a southwesterly direction across the south line of Parcel One described above.above and running thence southerly and easterly to Coast Guard Road.
Date Amount Principal Prepaymen t Purchase Interest Option* GRAND TOT'L . 2004 SCHEDULE OF LEASE PAYMENTS This Exhibit applies to Property set forth on Exhibit B.EXHIBIT C HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9.
* Assumes payment on this date has been made. COUNTY OF HUMBOLDT _____________________________ Jill Geist. AGREED TO AND ACCEPTED. Chair .
among the Lessee. 3.A. Lessor and Pacific Capital Bank. 2004. 2. Inc. The Lease Payments on a lease to purchase basis (with a nominal buyout) for the Property under the Lease and during the Lease Term do not exceed the fair rental value for the lease/purchase of the Property by the Lessee. certify that: 1. 2004 (the "Lease"). Chair .EXHIBIT D HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. shall be inspected by Lessee and shall be acceptable in all respects to Lessee. hereby certify that I am the duly qualified Chair of the Board of Supervisors of HUMBOLDT COUNTY ("Lessee"). The Property described in Exhibit B hereto has been delivered to. request. appropriate.. and such moneys will be applied in payment of such Lease Payments. 2004 LESSEE: HUMBOLDT COUNTY By: Jill Geist. 2004 CERTIFICATE OF ACCEPTANCE I. 4. Lessee is exempt from all personal property taxes. (the "Lessor"). Lessee will budget for. which proceeds will be used by Lessor to acquire the Financed Property.. by and between Lessee and TRANSOCEAN FUNDING/Humboldt. and accepted by. and such moneys will be applied in payment of all Lease Payments due and payable during such current fiscal year. have been accepted by Lessee for disposition as provided in the Escrow Agreement dated as of March 9. Lessee has appropriated necessary moneys sufficient to pay all Lease Payments required to be paid under the Lease during the current fiscal year of Lessee. Proceeds sufficient to acquire the Financed Property (as described in the Lease). N. with respect to the MASTER LEASE/PURCHASE AGREEMENT dated as of March 9. and. 5. dba First National Bank of Central California. upon acceptance by Lessee. During the Lease Term. the undersigned. the Financed Property and the Property will be used by Lessee to perform only the essential governmental functions specified in the Lease. Lessee and constitutes the Property being leased hereunder. shall be complete in all respects. and is subject to sales and/or use taxes with respect to the Property and the Lease Payments. provide and otherwise obtain and make available sufficient moneys to pay all Lease Payments required to be paid under the Lease during the Lease Term (as that phrase is defined in the Lease). Dated: March 9. inspected by. The Financed Property described in Exhibit B to the Escrow Agreement.
The execution of the Lease and the appropriation of moneys to pay the Lease Payments coming due thereunder. by and between TRANSOCEAN FUNDING/HUMBOLDT. 4. The Lessee is organized under and pursuant to the Government Code of California (Sections ___________ et seq. Based upon the examination of these and such other documents as I deem relevant. 111 Anza Boulevard. CA 94010 RE: MASTER LEASE/PURCHASE AGREEMENT dated as of March 9.EXHIBIT E OPINION OF COUNSEL ON COUNSEL'S LETTERHEAD March 9. The authorization. reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. Lessee is authorized and has the power under State law to enter into the Lease. and to carry out its obligations thereunder and the transactions contemplated thereby. The Lease has been duly authorized.). 2004. form or amount of indebtedness which may be incurred by Lessee. 3. statutory or other limitation relating to the manner. existing and operating under the constitution and laws of the State. approval and execution of the Lease and all other proceedings of Lessee relating to the transaction contemplated thereby have been performed in accordance with all open meeting. ("Lessor") and HUMBOLDT COUNTY ("Lessee") Ladies and Gentlemen: I have acted as counsel to the Lessee with respect to the MASTER LEASE/PURCHASE AGREEMENT described above (the "Lease") and various related matters. duly organized. and is a valid and binding contract of Lessee enforceable in accordance with its terms. 107 Burlingame. rules and regulations applicable to the Lessee. Ste. it is my opinion that: 1. Lessee is a county and political subdivision of the State of California (the "State"). do not result in the violation of any constitution. and in this capacity have reviewed a duplicate original or certified copy of the Lease and the Exhibits attached thereto. executed and delivered by and on behalf of Lessee. approved. INC. 5. . except to the extent limited by State and Federal laws affecting remedies and bankruptcy. CA 95501 Lessor: TRANSOCEAN FUNDING/HUMBOLDT. INC. public bidding and other laws. 2. 2004 Lessee: HUMBOLDT COUNTY 825 Fifth Street Eureka.
the enforceability and enforcement of the Lease against the Lessee. the performance by Lessee of all its obligations under the Lease. the proper authorization. or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. the Exhibits and other documents contemplated thereby. approval and/or execution of the Lease. Attorney for HUMBOLDT COUNTY . to make Lease Payments under the Lease. Very truly yours.6. arbitrator or governmental body. There is no litigation. or any other action taken by Lessee to provide moneys sufficient. the authority of its officers. suit or proceeding pending or before any court. administrative agency. that challenges the organization or existence of Lessee. the appropriation of moneys. action.
Chair Date: March 9. as Chair of the Board of Supervisors of HUMBOLDT COUNTY (the "Lessee"). and expects to make immediate use of. 2004 CERTIFICATE OF ESSENTIAL USE The undersigned. Humane Officer Purposes This Exhibit relates to Exhibit B to the Lease. Inc. all such Property and Financed Property. Animal Protection Purposes 3. such Property and Financed Property was selected by the Lessee to be used for the following governmental purposes: 1. Animal Licensing and Regulation Purposes 7. the need for which is not temporary or expected to diminish in the foreseeable future. (the "Lease"). the Lessee has an immediate need for. as Lessee By: Jill Geist.EXHIBIT F HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. Animal Quarantine Purposes 5. Specifically. Administrative Purposes 8. Such Property and Financed Property will be used by the Lessee only for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of authority. with TRANSOCEAN FUNDING/Humboldt. 2004 . 2004. and the Financed Property (as defined in the Lease) is essential to the functions of the Lessee or to the services the Lessee provides. hereby certifies that the Property described in Exhibit B to MASTER LEASE/PURCHASE AGREEMENT dated as of March 9. Animal Shelter Purposes 2. HUMBOLDT COUNTY. Further. General Services Purposes 4. Animal Neutering Purposes 6.
HUMBOLDT COUNTY By:______________________________ Authorized Officer Date: March 9. Inc. Proof of insurance coverage will be provided to you prior to the time that the Property is delivered and accepted. This pertains to Property set forth on Exhibit B to the Lease. as Lessor ("Lease"). and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance (SUBJECT TO LESSOR’S PRIOR WRITTEN CONSENT). 2004 .EXHIBIT G HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. In accordance with Article VII of the MASTER LEASE/PURCHASE AGREEMENT between the undersigned as Lessee and TRANSOCEAN FUNDING/Humboldt. address and telephone number). physical damage. 2004 PROOF OF INSURANCE COVERAGE REQUIREMENTS 1. The coverages and deductibles are subject to approval by the Lessor. we have instructed the insurance agent named below (Please fill in name. _______________________________________________________ _______________________________________________________ _______________________________________________________ to issue: (a) All Risk Physical Damage Insurance on the Property as defined in the Lease. We are self-insured for all risk. evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Lessor and/or its assigns as an Additional Insured.. (b) Public Liability Insurance evidenced by a Certificate of Insurance naming Lessor and/or its assigns as an Additional Insured. OR 2.
Humboldt County (the “County”) desires to enter into a Master Lease/Purchase Agreement (or a similar lease arrangement as specified by bond counsel) dated as of March 9. CALIFORNIA RESOLUTION NO. and NOW. provided that the aggregate principal component of the rental payments payable under the Lease shall not exceed $6. 2004. 3.000. a form of which is on file with the Clerk of the Board of Supervisors. the interest rate shall not exceed 6. and WHEREAS. supplements. to be utilized for an animal shelter and such other related purposes. Meeting on March 9. for the lease-purchase financing of facilities and improvements to certain County-owned property at Arcata-Eureka Airport. provided that the Site Lease shall not exceed 32 years. amendments and additional exhibits. is hereby approved and the Chair of the Board of Supervisors and the Clerk of the Board of Supervisors. with such changes. dated as of March 9. . HUMBOLDT COUNTY. such approval to be conclusively evidenced by the execution and delivery thereof. schedules and addenda. THEREFORE. supplements. BE IT RESOLVED by the Board of Supervisors of the County of Humboldt: 1. substantially in said form. are hereby authorized and directed to execute and deliver said Site Lease. COUNTY OF HUMBOLDT. is hereby approved and the Chair of the Board of Supervisors and the Clerk of the Board of Supervisors. 2004 (the “Lease”). STATE OF CALIFORNIA Certified Copy of portion of proceedings. MC KINLEYVILLE.. Inc. the County has the full legal right. modifications. all for use by the County and other municipalities and eligible parties. such approval to be conclusively evidenced by the execution and delivery thereof. RESOLUTION FOR FINANCING OF A NEW ANIMAL SHELTER COMPLEX. with such changes. The form of the Master Lease/Purchase Agreement (or a similar lease-purchase arrangement as specified by bond counsel) between the County and Transocean Funding/Humboldt. are hereby authorized and directed to execute and deliver said Lease. 04-____ WHEREAS. 2. and WHEREAS. with Transocean Funding/Humboldt. as the officers signing the Site Lease may require or approve. changes to the project financed through the Lease and lease requirements). 2004 (the “Lease”). modifications. the Board of Supervisors has reviewed the terms and conditions of the Lease and finds that they provide positive benefits to the County and achieve a public benefit to the County. or a similar special purpose lessor. or a similar special purpose corporation (the “Lessor”). as the officers signing the Lease may require or approve. The form of the Site Lease between the County and Lessor.50% on a fixed rate basis and if on a variable basis.000. 2004 BOARD OF SUPERVISORS. dated as of March 9.EXHIBIT H HUMBOLDT COUNTY MASTER LEASE / PURCHASE AGREEMENT DATED AS OF MARCH 9. Inc. amendments and additional exhibits. or their designees. Mc Kinleyville. findings and determinations of the County set forth above are true and correct. The County hereby specifically finds and declares that the action authorized hereby constitutes and is with respect to public affairs of the County and that the statements. or their designees. a form of which is on file with the Clerk of the Board of Supervisors. substantially in said form. power and authority to enter into the transactions hereinafter authorized. schedules and addenda (including substitution of collateral. 2004 (the “Site Lease”). the maximum allowable by law. and the term of the Lease shall not exceed 22 years.
true. are hereby authorized and directed to execute and deliver said Memorandum of Lease. 2004 (the “Memorandum of Lease”). _______________________________. a form of which is on file with the Clerk of the Board of Supervisors. or their designees. solely for purposes of establishing compliance with the requirements of Section 1. schedules and addenda. The form of the Escrow Agreement between the County and the Lessor and First National Bank of Central California.4. give effect to and comply with the terms and intent of this Resolution. substantially in said form. dated as of March 9. The form of the Memorandum of Lease between the County and Lessor. 2004 (the “Escrow Agreement”). do hereby certify the foregoing to be a full. substantially in said form. I have Hereunto set my hand and affixed Affixed the Seal of said Board of Supervisors. tax and rebate certificates. dated as of March 9. is hereby approved and the Chair of the Board of Supervisors and the Clerk of the Board of Supervisors. with such changes. and any and all additional instruments. supplements. and correct copy of the original made in the above-entitled matter by said Board of Supervisors at a meeting held in Eureka. as the officers signing the Escrow Agreement may require or approve. to use proceeds of the Lease to reimburse itself for any County expenditures in connection with the property being acquired prior to the execution and delivery of the Lease. second by Supervisor STATE OF CALIFORNIA County of Humboldt ) ) I. with such changes. California as the same now appears of record in my office. The Chair of the Board of Supervisors. continuing disclosure certificates. or their designees. such approval to be conclusively evidenced by the execution and delivery thereof. documents or writings necessary or desirable to accomplish the transactions set forth above. modifications. is hereby approved and the Chair of the Board of Supervisors and the Clerk of the Board of Supervisors. 7. The Officers of the County are hereby authorized and directed. amendments and additional exhibits. cusip number applications. as Escrow Agent.150-2 of the Treasury Regulations of the United States. jointly and severally. are hereby authorized and directed to execute and deliver said Escrow Agreement. State of California. a form of which is on file with the Clerk of the Board of Supervisors. ______________________ . amendments and additional exhibits. and the officers of the County are hereby authorized and directed to execute and deliver any and all certificates. Clerk of the Board of Supervisors. to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out. schedules and addenda. IN WITNESS WHEREOF. such approval to be conclusively evidenced by the execution and delivery thereof 5. The County hereby declares its official intent. modifications. the Clerk of the Board of Supervisors. supplements. Adopted on motion by Supervisor ________________ and the following vote: AYES: Supervisors: NAYS: Supervisors: ABSENT: Supervisors: ABSTAIN: Supervisors: . 6. as the officers signing the Memorandum of Lease may require or approve. County of Humboldt.
By: _________________________ Date: March ___. 2004 .Clerk of the Board of Supervisors Of the County of Humboldt. State of California.
as paying agent By: ________________________________________ Sue Burnham. Lessee confirms that forty (40) semi-annual lease payments of interest and twenty (20) annual payments of principal due according to the schedule set forth on Exhibit C to the Agreement remain as of the date set forth below.NOTICE OF ASSIGNMENT Transocean Funding/Humboldt. by and between Lessor and Lessee. to Pacific Capital Bank. Chair PACIFIC CAPITAL BANK.D. as paying agent on behalf of the registered owners of Certificates of Participation in the Lease. TRANSOCEAN FUNDING/HUMBOLDT. Inc. as Lessor/Assignor By: ________________________________________ President ACKNOWLEDGED AND ACCEPTED. and that there exists no defense. Vice President (winword\leases\Humboldt\\humboldtcty 3. 42-104141. 1001 South Main Street. and (c) all payments respecting the Property now or hereafter due or payable pursuant to the Agreement.6M animal shltr lsepurch 3. recoupment or similar occurrence (other than the right of non-appropriation) which would cause the Lessee not to make the remaining payments due under the Agreement. 2004 (the "Agreement"). N. First National Bank of Central California. ("Lessor/Assignor") hereby gives notice to the COUNTY OF HUMBOLDT ("Lessee"). assigned and transferred all of Lessor's right. INC. dba First National Bank of Central California. Dated as of the Ninth day of March. N.. to and under (a) that certain Master Lease/Purchase Agreement dated as of March 9. All payments should be made payable to Transocean Funding/Humboldt Account No. counterclaim.A.. COUNTY OF HUMBOLDT. dba FIRST NATIONAL BANK OF CENTRAL CALIFORNIA. that Lessor has sold.. CA 93901 (I. as Lessee By: ________________________________________ Jill Geist.A. Salinas. as paying agent. (b) the property described in Exhibit B to the Agreement (the "Property").04 24s) . including (but not limited to) rental payments and purchase option payments. 2004. and that no event of default (or event which with the passage of time or giving of notice or both would mature into an event of default) has occurred or is continuing under the Lease.: 46-0465279). title and interest in.
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