Loading...
HomeMy WebLinkAboutCC ORD 1981-1765 Authorization of parking facility lease (Special)ORDINANCE NO. 1765 AN ORDINANCE OF THE CITY OF NATIONAL CITY APPROVING AND AUTHORIZING THE EXECUTION OF A PARKING FACILITY LEASE WITH THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY WHEREAS, the Parking Authority of the City of National City (th.e "Authority") has acquired and constructed a public parking facility adjacent to the Plaza Bonita Shopping Center; and WHEREAS, the City of National City (the "City") desires to enter into a lease of such public parking fa- cility with the Authority; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY DOES ORDAIN AS FOLLOWS: SECTION 1. It is hereby found and determined that it is in the public interest, convenience and welfare and for the common benefit of the inhabitants of the City that the City enter into a lease with the Authority for the lease of said public parking facility. SECTION 2. The act of entering into a lease with the Authority for said public parking facility be and it is hereby approved, and the form of the Parking Facility Lease between the Authority and the City, submitted to the City Council of the City and on file in the office of the City Clerk of the City and to which reference is hereby made, and the terms and conditions thereof, are hereby approved, and the Mayor of the City and the City Clerk of the City are authorized and directed to execute and deliver said Parking Facility Lease in substantially said form. SECTION 3. The Mayor of the City and the City Clerk of the City are hereby authorized to make such changes to said Parking Facility Lease prior to the execu- tion thereof as may be required in the interests of the City where such changes do not materially increase the obligation of the City and where such changes are first approved by resolution of the City Council of the City. SECTION 4. This ordinance is subject to the provisions for referendum prescribed by Section 54242 of the Government Code of the State of California and Sections 3751 through 3754 of the Elections Code of the State of California, and subject to the foregoing this ordinance shall take effect and be in force thirty (30) days from the date of its adoption and approval. SECTION 5. The City Clerk of the City is hereby directed to cause this ordinance to be published within fourteen (14) days after its adoption in the National City Star -News, a newspaper of general circulation within the City. PASSED AND ADOPTED this l5th day of December, 1981, by the following vote: AYE.S: Councilmembers Camacho, Dalla, Van Deventer, Waters, Morgan NOES: None ABSENT: None Mayor of-"th City of National City Attest: City ler of the C'ty of National City PARKING FACILITY LEASE Dated as of January 15, 1982 by and between the PARKING AUTHORITY OF THE CITY OF NATIONAL CITY and the CITY OF NATIONAL CITY PARKING FACILITY LEASE This lease, dated as of January 15, 1982, by and between the Parking Authority of the City of National City as lessor and the City of National City as lessee; WITNESSETH: WHEREAS, the Parking Authority of the City of National City has acquired certain real property in the City of National City and has caused the acquisition and construction of a public parking facility thereon, and it now desires to finance its costs of such acquisition and construction by the issuance of its lease revenue bonds as authorized by law, which lease revenue bonds will be secured by this lease; Now, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: SECTION 1. Definitions. Unless the context otherwise requires, the terms defined in this section sh: 11, for all purposes of this lease, have the meanings herein specified: The term "Authority" means the Parking Authority of the City of National City, a public body corporate and politic duly organized and existing under and pursuant to the Parking Law of 1949 ( being Part 2 of Division 18 of the Streets and Highways Code of the State of California, as amended) and all laws amendatory thereof or supplemental thereto. The term "Bonds" means the lease revenue bonds issued by the Authority under and pursuant to the Resolution to finance the Author- ity's costs of the acquisition and construction of the Project. The term "City" means the City of 'National City, a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California. The term "Fiscal Agent" means the Fiscal Agent appointed under and pursuant to the Resolution. The term "Parking Facility" means the Project and the Site. The term "Paying Agent" means the Paying Agent appointed under and pursuant to the Resolution. The term "Project" means the public parking facility located on the Site, and all additions, betterments, extensions and improvements thereto. The term "Reciprocal Easement Agreement" means the Construc- tion, Operation and Reciprocal Easement Agreement identified in Section 2 of this lease. The term "Resolution" means Resolution No. 82-2 (PA) adopted by the Authority on January 19, 1982, as originally adopted and as it may from time to time be amended or supplemented pursuant to the provisions thereof. The term "Site" means that certain real property situated in the City described in Exhibit A attached hereto and made a part hereof. SECTION 2. Purpose and Term. The Authority hereby leases the Parking Facility to the City and the City hereby hires the Parking Facility from the Authority, on the terms and conditions hereinafter set forth and subject to all easements, encumbrances and restrictions of record, including without limitation the terms and conditions of that certain Construction, Operation and Reciprocal Easement Agreement by and among Plaza Bonita Developers, Montgomery Ward Development Corporation, Montgomery Ward & Co., Incorporated, The May Department Stores orCompany, J. C. Penney Properties, Inc. and Mervyn's, dated ___1_._, 1982 and recorded in the Office of the County Recorder of San Diego County on to Z } ' / , 1982 as Document No g",v't - D ' 901, and the terms and conditions of the grant deeds by which title to the Site was acquired by the Authority, which grant deeds were recorded in thf Office of the County Recorder of San Diego County on Al PreC H ____1.__, 1982 as Documents Nos ri--0s09 , $', . -0 _ , 0S' 90 4 , $ ';-"VP and 0f 90 6- The City hereby agrees and covenants during the term of this lease that, except as hereinafter provided, it will use the Parking Facility solely for a free public parking facility to be operated without charge to the public so as to afford the public the benefits contemplated by this lease and so as to permit the Authority to carry out its agreements and covenants contained in the Resolution and further agrees that it will not abandon or vacate the Parking Facility. • 3 The term of this lease shall commence on March 1, 1982 and shall end on March 1, 1997 unless such term is extended or sooner terminated as hereinafter provided. If on March 1, 1997 the Bonds shall not have been fully paid and retired, or if the rental payable hereunder shall have been abated at any time and for any reason, then the term of this lease shall be extended until the date upon which all the Bonds shall have been fully paid and retired, except that the term of this lease shall in no event be extended beyond March 1, 2002. If prior to March 1, 1997 the Bonds shall have been fully paid and retired, or if title to the Parking Facility shall have reverted to the grantors under the deeds by which the Authority acquired such title, then the term of this lease shall end simultaneously therewith. SECTION 3. Rental. The City agrees to pay to the Authority, its successors or assigns, without deduction or offset of any kind, as rental for the use and occupancy of the Parking Facility, the following amounts at the following times: (a) Base Rental. The City shall pay to the Authority base rental hereunder at an annual rate of one million two hundred sixteen thousand dollars ($1,216,000 ), payable semiannually in the amount of six hundred eight thousand dollars ($608,000) on August 15, 1982 and on each succeeding February 15 and August 15 of each year thereafter to and including February 15, 1997, or, if the term of this lease shall have been -extended pursuant to Section 2 hereof, continuing at the same rate to and including the date of termination of this lease. Each semiannual payment of base rental shall be for the use of the Parking Facility for the semiannual period ending on the last day of the month in which such rental is due. (b) Additional Rental. On the date of the issuance of the Bonds, the City shall pay to the Authority as additional rental hereunder the sum of two thousand five hundred dollars ($2,500) to be deposited in the Authority Expense Fund established pursuant to Section 4.04 of the Resolution. The City shall also pay to the Authority as additional rental hereunder such amounts in each year as shall be required by the Authority for the payment of all administrative costs of the Authority in connection with the Parking Facility, including all expenses, com- pensation and indemnification of the Fiscal Agent and the Paying Agent payable by the Authority under the Resolution, fees of auditors 4 or attorneys, insurance premiums and all other necessary administrative costs of the Authority or charges required to be paid by it in order to comply with the terms of the Bonds. or of the Resolution. Such additional rental shall be billed to the City by the Authority or the Fiscal Agent from time to time, together with a statement certifying that the amount so billed has been paid by the Authority or by the Fiscal Agent on behalf of the Authority for one or more of the items above described, or that such amount is then payable by the Authority or the Fiscal Agent on behalf of the Authority for such items. Amounts so billed shall be due and payable by the City within thirty (30) days after receipt of the bill by the City. Such payments of base rental and additional rental for each rental payment period during the term of this lease shall constitute the total rental for such rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right to the use and occupancy, and the continued quiet enjoyment, of the Parking Facility during each such rental payment period for which such rental is paid. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Parking Facility. In making such determination, consideration has been given to the costs of the acquisition and construction of the Project to be financed by the Authority with the proceeds of the Bonds, other obligations of the parties under this lease, the uses and purposes which may be served by the Parking Facility and the benefits therefrom which will accrue to the City and the general public. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Fiscal Agent in Los Angeles, California, or such other place as the Fiscal Agent shall designate. Any such installment of rental accruing hereunder which shall not be paid when due shall bear interest at the rate of twelve per cent (12%) per annum from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Authority and the City, the City shall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolution of such dispute. 5 The City covenants to take such action as may be necessary to include all such rental payments due hereunder in its annual budgets and to make the necessary annual apppropriations for all such rental payments. The City will furnish to the Authority and the Fiscal Agent copies of each annual budget of the City within ten (10) days after the adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the 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 the official duty of such officials to enable the City to carry out and perform the agreements and covenants in this lease agreed to be carried out and performed by the City. All rental payments received shall be applied first to the base rental due hereunder and thereafter to all additional rental due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder. The rental shall be abated proportionately during any period in which, by reason of any damage or destruction (other than by condemnation which is provided for in Section 9), there is substantial interference with the use and occupancy of the Parking Facility by the City. Such abatement shall continue for the period commencing with such damage or destruction and ending when such use and occupancy are restored. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this lease by virtue of any such damage or destruction. SECTION 4. Financing the Project. The Authority agrees to use the proceeds of the Bonds to finance its costs of the acquisition and construction of the Project, including making reimbursements for any of such costs paid for the account of the Authority by the City or any other person, firm or corporation. SECTION 5. Maintenance, Utilities, Taxes and Assessments. During such time as the City is in possession of the Parking Facility, all maintenance and repair, both ordinary and extraordinary, of the Parking Facility shall be the sole responsibility of the City, which shall at all times maintain or otherwise arrange for the maintenance of the Parking Facility in first class condition, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Parking Facility and shall pay f �\ 6 for or otherwise arrange for the payment of the costs of the repair and replacement of the Parking Facility resulting from ordinary wear and tear or want of care on the part of the City or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to the Parking Facility. In exchange for the rentals herein provided, the Authority agrees to provide only the Parking Facility. The City shall also pay to the Authority as additional rental hereunder such amounts, if any, in each year as shall be required by the Authority for the payment of all taxes and assessments of any type or nature assessed or levied by any governmental agency or entity having power to levy taxes or assessments charged to the Authority or the Fiscal Agent affecting or relating to the Parking Facility or the respective interests or estates therein, or the amount of rentals received by the Authority hereunder. SECTION 6. Changes to the Parking Facility. Subject to any limitations or restrictions contained in the Reciprocal Easement Agreement, the City shall have the right during the term of this lease to make additions, betterments, extensions or improvements to the Parking Facility or to attach fixtures, structures or signs to the Parking Facility if such additions, betterments, extensions or improvements or fixtures, structures or signs are necessary or beneficial for the use of the Parking Facility by the City. The Authority shall have the right during the term of this lease, with the consent of the Fiscal Agent and of all parties holding reversionary interests to any part of the Parking Facility, to cause or permit the addition of above -grade parking facilities on the Site, and to withdraw from the Site and from this lease a portion or portions thereof, not exceeding three acres in total, for the purpose of leasing or conveying the same for commercial development of benefit to the City, but any such action by the Authority will not reduce the base rental payable hereunder and will reduce the additional rental payable hereunder only to the extent such additional rental is directly attributable to that portion of the Site withdrawn from this lease. SECTION 7. Insurance. (a) The City will maintain or cause to be maintained fire, lighting and extended coverage insurance, including flood insurance, on the Parking Facility in an amount equal to one hundred per cent (100%) of the then current replacement cost of the Parking Facility, excluding the then value of the land as unimproved ( except that such insurance may be subject to deductible clauses of not to exceed one hundred thousand dollars ($100,000) for any one loss), or in such other amount as the Authority may reasonably determine to be necessary, in the event of a total or partial loss, to restore the Parking Facility to the condition existing prior to such loss. The extended coverage endorsement shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke, vandalism and malicious mischief and such other hazards as are normally covered by such endorsement. Each such policy of insurance shall be in form reasonably satisfactory to the Authority and shall contain a clause making all losses payable to the Authority, the City and the party providing such insurance as their interests may appear, and all proceeds thereof shall be paid over to the party contractually responsible for making repairs of casualty damage. At the request of the party contractually responsible for making repairs of casualty damage, the Authority shall obtain from the Reserve Account established under the Resolution and pay over to such responsible party an amount equal to such party's cost of such repairs, but not exceeding one hundred thousand dollars ($100,000) in the aggregate. In the event of any damage to or destruction of the Parking Facility caused by the perils covered by such insurance, the proceeds of such insurance shall be utilized for the repair, reconstruction or replacement of the Parking Facility to the end that the Parking Facility shall be restored to at least the same condition that it was in prior to such damage or destruction, insofar as the same may be accomplished by the use of such proceeds. Any balance of such proceeds not required for such repair, reconstruction or replacement shall be transferred to the Authority and treated as Revenues and applied in the manner provided in Section 4.03 of the Resolution. (b) The City will maintain or cause to be maintained public liability insurance with limits of not less than five hundred thousand dollars ($500,000) for one person and one million dollars ($1,000,000) for more than one person involved in one accident to protect the Authority and its members, officers and employees and the City and the Fiscal Agent from all direct or contingent loss or liability for damages for bodily injury or death occasioned by reason of the operation of the Parking Facility. The City will also maintain or cause to be maintained insurance against liability for property damage resulting from any casualty attributable to the operation of the Parking Facility in an amount not less than one hundred thousand 8 dollars ($100,000) for each accident, except that such property damage insurance may be subject to a deductible clause for any one accident of not to exceed five thousand dollars ($5,000). Such public liability insurance and such property damage insurance may be in the form of a single limit policy in the amount of one million dollars ($1,000,000) covering all such risks. The insurance coverage required by this subsection may be effected by blanket policies covering the Parking Facility issued to the party con- tractually responsible for the maintenance and operation of the Parking Facility, or by self-insurance so long as a party with a net worth of at least fifty million dollars ($50,000,000) certifies to the City that it covers all such public liability and property damage risks of the party contractually responsible for the maintenance and operation of the Parking Facility. (c) The City will maintain or cause to be maintained rental inter- ruption or use and occupancy insurance to cover loss, total or partial, of the use of the Parking Facility as a result of any of the hazards covered by the insurance required by subsection (a) of this section, in an amount not less than the total rent payable by the City under this lease for a period of at least six months. Any such insurance policy shall be in form satisfactory to the Fiscal Agent and shall contain a loss payable clause making any loss thereunder payable to the Fiscal Agent as its interests may appear. Any proceeds of such insurance shall be used by the Fiscal Agent to reimburse the City for any rental theretofore paid by the City under this lease for a period of time during which the payment of rental under this lease is abated, and any proceeds of such insurance not so used shall be applied as provided in Section 4.03 of the Resolution (to the extent required to pay Annual Debt Service on the Bonds as defined in the Resolution) or shall be applied as provided in Section 4.04 of the Resolution (to the extent required to pay administrative costs of the Authority in connection with the Parking Facility) . (d) The City will deliver to the Fiscal Agent in the month of July in each year a schedule, in such detail as the Fiscal Agent in its discretion may request, setting forth the insurance policies then in force pursuant to this section, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby. Each such insurance policy shall require that the Fiscal Agent be given thirty (30 ) days' notice of any intended cancellation thereof or reduction of the coverage provided thereby. Delivery to the Fiscal Agent of the schedule of 9 insurance policies under the provisions of this section shall not confer responsibility upon the Fiscal Agent as to the sufficiency of coverage or amounts of such policies. If so requested in writing by the Fiscal Agent, the City shall also deliver to the Fiscal Agent duplicate originals or certified copies of each insurance policy described in such schedule. SECTION 8. Breach. (a) If default shall be made by the City in the performance or observance of any agreement or covenant herein contained, or upon the happening of any of the events specified in subsection (b) of this section, then it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this lease. Upon the breach of any agreement and covenant hereof to be performed or observed by the City, the Authority may exercise any and all rights of entry upon the Parking Facility, and also, at its option, with or without such entry, may terminate this lease; provided, however, that no termination shall be effected either by operation of law or acts of the parties hereto except upon express written notice from the Authority to the City terminating this lease, as provided below. In the event of such default and notwithstanding any entry by the Authority, the Authority may at any time thereafter, with or without notice and demand and without limiting any other rights or remedies the Authority may have: (1) Maintain this lease in full force and effect and recover rent and other monetary charges as they become due, without terminating the City's right to possession, regardless of whether or not the City has abandoned the Parking Facility. In the event the Authority elects not to terminate the lease, it shall have the right to attempt to relet the Parking Facility at such rent, upon such conditions and for such term, and to do all other acts to maintain or preserve the Parking Facility, including the removal of persons or property therefrom, as the Authority deems necessary or desirable, provided however that no such actions shall be deemed to terminate this lease. All property removed from the Parking Facility may be stored by the Authority at the City's sole cost and expense. In the event any such reletting occurs, this lease shall terminate automatically upon the new lessee taking possession of the Parking Facility. 10 (2) Terminate the City's right to possession by giving a written notice of termination to the City. On the date specified in such notice ( which shall be not less than three (3) days after the giving of such notice) the City's right to possession and this lease shall terminate, unless on or before such date all arrears of rental and all other sums payable by the City under this lease, and all costs and expenses incurred by or on behalf of the Authority hereunder, including attorneys' fees incurred in connection with such defaults, shall have been paid by the City and all other defaults under or breaches of this lease by the City at the time existing shall have been fully remedied to the satisfaction of the Authority. Upon such termination, the Authority may recover, in addition to all other damages available by contract or at law, from the City: (i) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that the City proves could have been. reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rental for the balance of the term of this lease after the time of award exceeds the amount of such rental loss that the City proves could be reasonably avoided; and (iv) any other amount necessary to compensate the Authority for all the detriment proximately caused by the City's failure to perform its obligations under this lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) above is computed by allowing interest at the rate of 12% per annum. The worth at the time of award of the amount referred to in clause (iii) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. Each and all of the remedies given to the Authority hereunder or by any law now existing or hereafter enacted are cumulative and the exercise of any one right or remedy shall not impair the right of the Authority to any or all other remedies. (b) In addition to any default resulting from breach by the City of any term or covenant of this lease, if (1) the City's interest in this lease or any part thereof be assigned, sublet or transferred without the written consent of 11 the Authority, either voluntarily or by operation of law, or (2) the City or any assignee shall file any petition or institute any proceedings under any act or acts, state or federal, dealing with or relating to the subject of bankruptcy or insolvency or under any amendment of such act or acts, either as a bankrupt or as an insolvent or as a debtor or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City's debts or obligations, or offers to the City's creditors to effect a composition or extension of time to pay the City's debts, or asks, seeks or prays for a reorganization or to effect a plan of reorganization or for a readjustment of the City's debts or for any other similar relief, or if any such petition or if any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general or any assignment for the benefit of the City's creditors, or (3) the City shall abandon or vacate the Parking Facility, then the City shall be deemed to be in default hereunder. (c) The Authority shall in no event be in default in the performance of any of its obligations hereunder unless and until the Authority shall have failed to perform such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by the City to the Authority properly specifying wherein the Authority has failed to perform any such obligation. (d) The City acknowledges that a default by it in its obligations under Section 2 hereof, to wit, to maintain and operate the Parking Facility as a free public parking facility, may cause all of the Authority's right, title and interest in and to the Parking Facility to revert to the Authority's grantors, that such reversion would cause this lease to terminate, that the Authority intends to use the base rentals under this lease to retire the Bonds, and that such reversion would cause the Authority great injury. The City agrees that in the event of such reversion and the termination of the Authority's estate in the Parking Facility, the Authority may recover from the City all com- pensatory, consequential and incidental damages ( including attorneys' fees ) allowed by law. 12 SECTION 9. Eminent Domain. If the whole or any portion of the Parking Facility shall be taken by eminent domain proceedings (or sold to .a government threatening to exercise the power pf eminent domain), the proceeds therefrom shall be deposited with the Fiscal Agent in a special fund in trust and shall be applied and disbursed by the Fiscal Agent as follows: (a) If less than the entire Parking Facility shall have been so taken and the remainder is usable as a public parking facility, then this lease shall continue in full force and effect as to such remainder and there shall not be any abatement of rental under this lease; and if the portion taken is replaced by equal or greater vehicle parking capacity within or adjacent to such remainder, the Fiscal Agent shall disburse such proceeds to the party that incurred the expense of making such replacement, but failing the making of such replacement the Fiscal Agent shall apply such proceeds as specified in sub- section (b ). (b) If less than the entire Parking Facility shall have been so taken and the remainder is not usable as a public parking facility, or if the entire Parking Facility shall have been so taken, then the term of this lease shall cease as of the day that possession shall be so taken; and the Fiscal Agent shall apply such proceeds, together with any other money then available to it for such purpose, for the payment of the entire amount of principal then due or to become due upon all outstanding Bonds, together with the interest thereon and the redemp- tion premiums, if any, thereon, so as to enable the Authority to retire all of the Bonds then outstanding by redemption or by payment at maturity; except that if such proceeds, together with any other money then available to it for such purpose, are insufficient to provide for the foregoing purpose, the Fiscal Agent shall apply such proceeds in accordance with the provisions of Section 8.02 of the Resolution so far as the same may be applicable. SECTION 10. Right of Entry. The Authority shall have the right to enter the Parking Facility during reasonable business hours ( and in emergencies at all times) to inspect the same for any purpose connected with the City's rights or obligations under this lease, and for all other lawful purposes. 13 SECTION 11. Liens. In the event the City shall at any time during the term of this lease cause any additions, betterments, extensions or improvements to the Parking Facility to be acquired or constructed or materials to be supplied in or upon the Parking Facility, the City shall pay or cause to be paid when due all sums of money that may become due, or purporting to be due for any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Parking Facility and shall keep the Parking Facility free of any and all mechanics' or materialmen's liens or other liens against the Parking Facility or the Authority's interest therein. In the event any such lien attaches to or is filed against the Parking Facility or the Authority's interest therein, the City shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay or cause to be paid and discharged such judgment. The City agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Authority, its members, directors, agents, successors and assigns, harmless from and against, and defend each of them against any claim, demand, loss, damage, liability or expense ( including attorneys' fees) as a result of any such lien or claim of lien against the Parking Facility or the Authority's interest therein. SECTION 12. Quiet Enjoyment. The parties hereto mutually covenant that the City, so long as it keeps and performs the agreements and covenants herein contained and is not in default hereunder, shall at all times during the term of this lease peaceably and quietly have, hold and enjoy the Parking Facility without suit, trouble or hindrance from the Authority. SECTION 13. Authority Not Liable. The Authority and its members, officers and employees shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Parking Facility. The City shall, to the extent permitted by law, indemnify and hold harmless the Authority and its 14 members, officers and employees from, and defend each of them against, any and all claims, liens and judgments for death of or injury to any person or damage to property whatsoever occurring in, on or about the Parking Facility. SECTION 14. Title to Property. Title to the Parking Facility shall remain in the Authority during the term of this lease. Title to all personal property placed in or about the Parking Facility by the City shall remain in the City during the term of this lease. SECTION 15. Law Governing. This lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. SECTION 16. Notices. All approvals, authorizations, consents, demands, designations, notices, offers, requests, statements or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City at the National City Civic Center, 1243 National City Boulevard, National City, California 92050, or, if to the Authority, addressed to the Authority at the National City Civic Center, 1243 National City Boulevard, National City, California 92050, with a copy to the Fiscal Agent, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 17. Validity and Severability. If for any reason this lease or any part thereof shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Authority or by the City, all of the remaining terms of this lease shall nonetheless continue in full force and effect. If for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this lease is and shall be deemed to be a lease from year to year under which the rentals are to be paid by the City annually in consideration of the right of the City to possess, occupy and use 15 the Parking Facility, and all the other terms, provisions and conditions of this lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 18. Waiver. The waiver by the Authority of any breach by the City of any agreement, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other agreement, covenant or condition hereof. SECTION 19. Net Lease. This lease shall be deemed and construed to be a "net lease" and the City hereby agrees that the rentals provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, charges or set- offs whatsoever. SECTION 20. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this lease. SECTION 21. Execution. This lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same lease. It is also agreed that separate counterparts of this lease may separately be executed by the Authority and the City all with the same force and effect as though the same counterpart had been executed by both the Authority and the City. 16 IN WITNESS WHEREOF, the Authority and the City have caused this lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. [ Seal ] ATTEST: Approved as to form: Authority Counel Approved as to form: City Attorne Parking Authority of he City of Nationa ity, J or By Chairftian City of N io • l + y, Lessee By ayor 17 EXHIBIT A Lots 1, 2, 3, 5, 9, 10, 12 and 13 Plaza Bonita Shopping Center, in the City of National City, County of San Diego, State of California, according to Map thereof No. 10337 filed in the Office of the County February 24 1982. Recorder of San Diego County on STATE OF CALIFORNIA COUNTY OF SAN DIEGO 18 ss.: On thisath. day of Februaryin the year 1982, before me, David L. Shel don a Notary Public in and for the State of California, duly commissioned and sworn, personally appeared KILE MORGAN , known to me to be the Chairman of the Parking Authority of the City of National City, and ARNOLD A. PETERSON , known to me to be the Secretary of the Parking Authority of the City of National City, the Authority that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of such Authority therein named, and acknowledged to me that such Authority executed the within instrument pursuant to a resolution of the Parking Authority of the City of National City. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of San Diego on the day and year in this certificate first above written. Notary Public in and for the State of California [Notarial Seal ] My commission expires: OFFICIAL SEAL ;' a��/ �'�►ea DAVID L. SHELDON 1 a► NOTARY PUBLIC CALIFORNIA PRINCIPAL OFFICE IN a SAN DIEGO COUNTY 4 My Commission Expires August 22, 1984 ii%'We aer1WA wWa uteetWA'"WAW STATE OF CALIFORNIA COUNTY OF SAN DIEGO On this 24thday of February in the year 1982, before me, Davi d L. Sheldon a Notary Public in and for the State of California, duly commissioned and sworn, personally appeared K IJ E MORGAN known to me to be the Mayor of the City of National City, and IONE CAMPBELL , known to me to be the City Clerk of the City of National City, the City that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of such City therein named, and acknowledged to me that such City executed the within instrument pursuant to a resolution of the City Council of the City of National City. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of San Diego on the day and year in this certificate first above written. Notary Public in and for the State of California [Notarial Seal] My commission expires: tOW'ANrWrYi'i'i esYrYwWYsWier"#"ir" is ' OFFiCIAI. SEAL DAVID L. SHELDON NOtARY Pi BtIC CAtIFORIV1A r PRINCUPAI DEPICE IN el Iv'SAN DIEGO COUNTY xi ., My Commission Expires August 22, 1984 r Passed and adopted by the Council of the City of National City, California, on December 15 1981 by the following vote, to -wit: Ayes: Councilmen Camacho, Dalla, Van Deventer, Waters, Morgan Nays: Councilmen None Absent: Councilmen None Abstain: Councilmen None AUTHENTICATED BY: KILE MORGAN By: Mayor of the City of National City, California City Clerjiof the City of Nationa1GCity, California Deputy I HEREBY CERTIFY that the foregoing ordinance was not finally adopted until seven calendar days had elapsed between the days of its introduction and the days of its final passage, to wit, on December 8 1981. and on December 15, 1981 I FURTHER CERTIFY THAT said ordinance was read in full prior to its final passage or that the reading of said ordinance in full was dispensed with by a vote of not less than a majority of the members elected to the Council and that there was available for the consideration of each mem- ber of the Council and the public prior to the day of its passage a written or printed copy of said ordinance. I FURTHER CERTIFY that the above and foregoing is a full, true and cor- rect copy of ORDINANCE NO. 1765 of the City of National City, passed and adopted by the Council of said City on December 152 1981 (Seal) By: City Clerk of the City of National City, California Deputy