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A- 2014 -133 -A
<br />SITE AND FACILITY LEASE
<br />THIS SITE AND FACILITY LEASE (this "Site and Facility Lease "), dated as of June 1,
<br />2014, is by and between the CITY OF SANTA ANA, a municipal corporation and chartered city
<br />organized and existing under and by virtue of the laws of the State of California (the "City "), as
<br />lessor, and the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority
<br />organized and existing under and by virtue of the laws of the State of California (the
<br />"Authority "), as lessee;
<br />WITNESSETH:
<br />WHEREAS, pursuant to this Site and Facility Lease, the City proposes to lease those
<br />certain parcels of real property situated in Orange County, State of California, more particularly
<br />described in Exhibit A attached hereto and made a part hereof (the "Site "), and those certain
<br />improvements thereon, more particularly described in Exhibit B hereto (the "Facility" and, with
<br />the Site, the "Property "), to the Authority, all for the purpose of assisting the City in
<br />undertaking (a) the defeasance of $33,550,000 (50 %) of the outstanding Santa Ana Financing
<br />Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A,
<br />issued to finance the costs of the construction and equipping of a police administration building
<br />and holding facility, and (b) the current refunding of the outstanding City of Santa Ana
<br />Certificates of Participation (1998 City Hall Expansion Project), delivered to finance the costs of
<br />the construction and equipping of an expansion of the Santa Ana City Hall;
<br />WHEREAS, the Authority proposes to lease the Property back to the City pursuant to
<br />that certain Lease Agreement, dated as of June 1, 2014, a memorandum of which is recorded
<br />concurrently herewith (the "Lease Agreement') and to assign all of its rights, title and interest
<br />in, to and under this Site and Facility Lease and the Lease Agreement, including its right to
<br />receive lease payments under the Lease Agreement (the "Lease Payments "), its right to enforce
<br />payment of the Lease Payments and otherwise to enforce its interest and rights under the Lease
<br />Agreement in the event of a default thereunder by the City, to U.S. Bank National Association,
<br />as agent (the "Agent'), on behalf of TPB Investments, Inc., a wholly owned subsidiary of
<br />Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama
<br />corporation, and Capital One Public Funding, LLC (collectively, the "Assignees "), pursuant to
<br />that certain assignment agreement, dated as of June 1, 2014, by and between the Authority and
<br />the Agent (the "Assignment Agreement'), and recorded concurrently herewith;
<br />NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows:
<br />Section 1. Definitions. Capitalized terms used, but not otherwise defined, in this Site and
<br />Facility Lease shall have the meanings ascribed to them in the Lease Agreement.
<br />Section 2. Site and Facility Lease. The City hereby leases to the Authority and the
<br />Authority hereby leases from the City, on the terms and conditions hereinafter set forth, the
<br />Property.
<br />Section 3. Term. The term of this Site and Facility Lease shall commence on the date of
<br />recordation of this Site and Facility Lease in the Office of the County Recorder of the County of
<br />Orange, State of California, and shall end on January 1, 2028, unless such term is extended or
<br />sooner terminated as hereinafter provided. If, on January 1, 2028, the aggregate amount of Lease
<br />Payments (as defined in and as payable under the Lease Agreement) shall not have been paid
<br />by reason of abatement, default or otherwise, or provision shall not have been made for their
<br />payment in accordance with the Lease Agreement, then the term of this Site and Facility Lease
<br />shall be extended until such Lease Payments shall be fully paid or provision made for such
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