HomeMy WebLinkAboutResolution No. 22-8054 - Approving the 5th Amendment to Agreements in Ground Lease and Finding that Such Approval is Exempt from Environmental Review under CEQASECTION 2. The City Council finds, determines, and declares that the activities
contemplated in the Fifth Amendment to the Ground Lease have no likelihood of causing any
environmental impact and are, in any event, subsumed within the activities studied in the Final
Environmental Impact Report for the proposed development of the Tierra Luna Marketplace at
12214 Lakewood Boulevard pursuant to the Amended Downey Landing Specific Plan.
§g.QJJQN._J� The City Council finds, determines, and declares, that the activities
contemplated in the Fifth Amendment to the Ground Lease are consistent with the Downey
General Plan, and the Specific Plan applicable to the property that is the subject to the Ground
Lease; the Ground Lease does not propose or authorize any change in allowable uses on the
leased property.
SECTION 4. The City Council of the City of Downey hereby (i) approves the Fifth
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the Fifth Amendment to the Ground Lease and any other documents and agreements necessary
SECTION S. If any section, subsection, paragraph, sentence, clause or phrase of this
Resolution is declared by a court of competent jurisdiction to be unconstitutional or otherwise
invalid, such decision shall not affect the validity of the remaining portions of this Resolution. The
City Council declares that it would have adopted this Resolution, and each section, subsection,
sentence,
subsections, phrases, or portions be declared invalid or unconstitutional.
SECTION 6. Except as expressly provided in this approval, nothing in the Fifth
Mra k'61aertr&i
Ground Lease.
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APPROVED AND ADOPTED this 22nd dqyoflua
PACHE Mayor
PAR �AAL`ICIA D�UART,���
City Clerk
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ZIM =IP:
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the
City of Downey at a Regular meeting held on the 22 nd of February, 2022 by the following vote to
AYES:
Council Members:
Alvarez, Frometa, Trujillo, Ashton, Mayor Pacheco
NOES:
Council Member:
None.
ABSENT:
Council Members:
None.
ABSTAIN:
Council Member:
Note.
RESOLUTION NO. 22-80wl
was=
A. Landlord and Industrial Realty Group, LLC, a Nevada limited liability
company ("Original Tenant") entered into a Ground Lease, dated on or about December 4, 2003
(the "Original Ground Lease"), pursuant to which Landlord leased to Original Tenant certain real
property described therein (the "Ground Lease Property") that was formerly a part of the NASA
Industrial Plant in Downey, California.
B. Landlord and PCCP IRG Downey, LLC, a Delaware limited liability
company ("PCCP Downey"), and I Downey ("IRG" and together with PCCP Downey, "Prior
Tenant") entered into an Amendment to Agreements in Ground Lease, dated on or about March
15, 2012 ("First Amendment").
C. Landlord and Prior Tenant entered into a Second Amendment to
Agreements in Ground Lease, dated on or about September 13, 2017 ("Second Amendment").
D. PCCP Downey assigned its interest in the Original Ground Lease (as
amended) to Holdings Downey pursuant to that certain Assignment and Assumption of Ground
Lease, dated on or about April 10, 2019 ("Assignment").
E. Landlord and Tenant entered into a Third Amendment to Agreements in
Ground Lease, dated on or about May 27, 2020 ("Third Amendment").
F. Landlord and Tenant entered into a Fourth Amendment to Agreements in
Ground Lease, dated on or about November 25, 2020 ("Fourth Amendment").
G. The Original Ground Lease, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, and Assignment (together, the "Prior Agreements") contain
various ongoing rights and obligations.
H. All capitalized terms used herein but not herein defined shall have the
meanings ascribed to such terms in the Prior Agreements, as applicable.
I. To the extent any discrepancy exists between any terms and conditions of
this Fifth Amendment and any to or condition in any of the Prior Agreements, the to herein
shall control.
J. Concurrent with the Third Amendment, Landlord, as seller and Tenant, as
buyer, entered into a Sale Agreement and Escrow Instructions, as amended ("South Parcel Sale
Agreement"), which South Parcel Sale Agreement provided for the sale of an 8.76-acre portion
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of the Ground Lease Property ("South Parcel") from Landlord to Tenant (the "South Parcel
Sale"). The South Parcel is described and depicted on Exhibit "A" attached hereto and
incorporated herein by reference.
K. Concurrent with the Fourth Amendment, Landlord, as seller, and Tenant, as
buNer entered into a
DFCU Sale Agreement provided for the sale of an approximate 2.64-acre portion of the Grou",
Lease Property located on the North Parcel ("DFCU Parcel") from Landlord to Tenant (the
"DFCU Parcel Sale"). The DFCU Parcel is described and depicted # iattached
hereto and incorporated herein by reference.
L. To facilitate the South Parcel Sale and DFCU Parcel Sale, Landlord and
Tenant, through the Third Amendment and the Fourth Amendment, agreed to terminate the Lease
aq to theRmith Pnrri-] nmi T)FCT T Pnrf-pl whih. onnt;,nllincy fk. _ � Q 10
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that comprise the Ground Lease Property ("Remaining Ground Lease Property"). The
Remaining Ground Lease Property is described and depicted on Mlillift �0" attached hereto and
incorporated herein by reference.
addition to modifying the definition of the Ground Lease Property, this
Fifth Amendment (i) correspondingly modifies the rent under the Lease, (H) acknowledges the
possibility of future entitlement changes on the Remaining Ground Lease Property, and (iii)
discusses terms of potential sale of the Remaining Ground Lease Property to Tenant ( "Lease
Amendment"),
N. Landlord and Tenant now desire to enter into this Fifth Amendment to
amend some of the rights and obligations specified in the Original Ground Lease, First
Amendment, Second Amendment, Third Amendment and Fourth Amendment, all subiect and
pursuant to the terms and conditions set forth in this Fifth Amendment below. The Originaf Ground
Lease, as amended by the First Amendment, the Second Amendment, the Third Amendment and
the Fourth Amendment, is hereinafter referred to as the "Lease."
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I . Effective Date. The effective date of this Fifth Amendment shall be the
Closing Date, as that term iis defined in the South Parcel Sale Agreement (th.- "Fifth Amendment
Effective Date"). The Fifth Amendment Effective Date will be reflected in an Amended
Memorandum of Lease to be
pursuant to Section 16.13 of the Original Ground Lease.
K- U1 UCI IS 11+ 1*11;C1 "Idl L *1 LHC U1 04AM r rup.UiTy anu, om ana alLer L "el"
Amendment Effective Date, the South Parcel shall no longer be a is of the Ground Lease
Property, and the Remaining Ground Lease Property shall be effective.
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3. Rent: (i) Effective as of January 26, 2022, the real property included in the
DFCU Parcel, whether subject to Base Rent (as that term is defined in the Original Ground Lease)
or Converted Base Rent (as that term is defined in the Original Ground Lease) or any other rental
obligation under the Original Ground Lease, is excluded from the rental calculation under the
Lease causing a reduction in the Base Rent of 11.68%; (ii) effective as of the Fifth Amendment
Effective Date, the Base Rent (as that term is defined in the Original Ground Lease) or Converted
Base Rent (as that term is defined in the Original Ground Lease) or any other rental obligation
under the Original Ground Lease, shall be further reduced by 52.33%. Notwithstanding anything
to the contrary in the Lease, from and after August 22, 2072, the rent shall increase to the lesser of
(i) twenty five percent (25%) above the rent in place on August 22, 2072, and (ii) the then -fair
market rent as mutually and objectively agreed upon by the Landlord and Tenant acting in good
faith.
4. Early Termination: From and after the Fifth Amendment Effective Date,
Section 2.03 of the Original Ground Lease (and all amendments thereto in the First Amendment,
the Second Amendment, the Third Amendment and the Fourth Amendment) shall be replaced in
full as follows: 2.03 Early Termination: Notwithstanding Section 2.01 to the contrary, this Lease
shall terminate on April 30, 2026 (the "Early Termination Date") as to all portions of the Ground
Lease Pro erti that have not been sold have not been converted to a e t i, irm tted bv tVe
tLn a studio production facility/back-lot), and/or are not then under construction for conversion
MUM it's I rol
5. Conversion: Notwithstanding Section 3.02 of the Original Ground Lease,
as modified by Section 7 of the Fourth Amendment, the removal of the DFCU Parcel and South
Parcel from the Ground Lease Proyertli and yotential develoyment of
Parcel shall not eliminate Tenant's rights to convert the Remaining Ground Lease Property in a
maximum of four phases anytime between the Commencement Date and the Early Termination
Date.
6. Plahning and PebAftift: Landlord shall work in good faith to
expeditiously process Tenant's plans and permits for development of the South Parcel,
7. Land Use Modifications: The Remaining Ground Lease Property is
currently entitled for office, medical office, retail and hotel uses. If Tenant pursues efforts to
modify the land use entitlements, Landlord willwork in good faith, at no cost to Landlord, with
Tenant to support mixed -use development of the Remaining Ground Lease Property, which may
include a combination of officei medical office,. retail. hotel. and re{ . Lotwithslan_di*V
the foregoing, nothing in this Fifth Amendment is intended as or shall be construed as a pre -
commitment to approve any proposed modification to the entitlements for the Remaining Ground
Lease Property. Landlord, its City Council, its Planning Commission, and its officers acting in a
discretionaqkca�tacitw ffir
the Remaining Ground Lease Property as they deem necessary and appropriate, so long as such
discretion is exercised in accordance with applicable laws.
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8. gqmAtqW4M. This Fifth Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
9. Further Assurances. Each of the Parties shall execute and deliver all
additional papers, documents and other assurances, and shall do all acts and things reasonably
necessary in connection with the performance of their obligations under this Fifth Amendment to
carry out the intent of this Fifth Amendment.
10. GovemiV., Law. This Fifth Amendment is made under and shall is
construed pursuant to the laws of the State of California.
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IN WITNESS WHEREOF, Landlord and Tenant hereto have executed this Fifth
Amendment the date and year first above written.
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Its: Manager
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John ase
lts�:n r xecutive Officer
KINITZILTULN
IRG DOWNEY, LLC,
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By: I 111, LLC,
a Delaware limited liability company
Its: Managing Member
By: S.L. Properties, Inc.,
a Delaware corporation
Its: Manager
By:----,
i -M ase t 1, n Mase x
41ts.'' iief Executive Officer
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COUNTYTHE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DOWNEY,
OF i ANGELES, STATEOF x i" + DESCRIBED Ai
TOWNSHIPTHAT PORTION OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
SOUTH, RANGE :. RANCHO J i . Ii1 r
ES, IN THE
CITY OF DOWNEY, AS DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, i r r IN THE OFFICE OF • RECORDER OF Si t
DESCRIBED AS FOLLOWS:
COMMENCING} POINT IN THE NORTHERLY OF iNORTHWEST
THEREONQUARTER OF SAID FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE
NORTHERLY LINE OF STEWART AND GRAY ROAD, 80.00 FEET WIDE, DISTANT
A0i x , i
NORTHEASTi. . OF SAID LOT 2 AS # i.r OF ON
IN BOOK 31• Y PAGE x; OF • r OF OF i ANGELES COUNTY,
CALIFORNIA;
THENCE ON * LINE BETWEEN SAID
POINT OF i AND THE
SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, SOUTH
it• 1 1 DISTANCE OF
i
THENCE AT ANGLES TO THE EASTERLYOF SAID LOTSAID
EASTERLYALSO BEING THE CENTERLINEOF i BOULEVARD,
90EAST
x i i • +'i x x
PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT
ANGLES, FROM* OF r LOT
SOUTHTHENCE 0101EAST
ALONG x r PARALLEL x DISTANCE OF
222.67 FEET TO THE INTERSECTION OF SAID PARALLEL LINE, WITH A LINE THAT IS
PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT
ANGLES FROM THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF SAID
FRACTIONAL 1,
EAST ALONG LAST SAIDPARALLEL x DISTANCE
OF 581.30 FEET TO THE CENTERLINE OF APOLLO WAY (PRIVATE STREET) AS
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2) WESTERLY ON . CONCAVEiR a , RADIUS is
466.00 FEET, THROUGHOF 1 ARC OF i
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TMENCE NORTH 89059'42" EAST, A DISTANCE OF 284.34 FEET TO PREVIOUSLY
SAID PARALLEL LINE;
THENCE NORTH 00004'24"WEST ALONG LAST SAID PARALLEL LINE, A DISTANCE
OF 154.78 FEET TO THE TRUE POINT OF
THE ABOVE DESCRIBED PARCEL OF ' 1I CONTAINS 0.98 ACRES,i OR
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THAT PORTION OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
TOWNSHIP 3 SOUTH,RANCHO SANTA GERTRUDES,
RECORDS,CITY OF DOWNEY, AS DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
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QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 1
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PROLONGATION OF SAID LINE ABOVE REFERRED TO AS COURSE "A";
THENCE NORTH 00013'01" EAST ALONG SAID SOUTHERLY PROLONGATION,
DISTANCE OF 302.46 FEET TO SAID CENTERLINE OF APO a■
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RADIUS OF 466.00 FEET, THROUGH AN ANGLE OF 22059'58", AN AR
LENGTH •a FEET TO THE TRUE POINT
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TME r REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF D
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF • QUARTER OF '+ iNAL SECTION 10,
TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN RANCHO SANTA GERTRUDES, IN THE
CITY OF DOWNEY, AS DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS • •
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CALIFORNIA;
THENCE ON a LINE BETWEEN SAID POINT OF COMMENCING AND THE
SOUTHWEST•RNER OF THE SOUTHEAST QUARTER OF
QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, SOUTH
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THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DOWNEY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP
3 SOUTH, RANGE 12 WEST, IN RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS
DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE
OFFICE OF • RECORDER OF i COUNTY,DESCRIBED • •
COMMENCINGINTERSECTION OF OF
BELLFLOWER
RECORDS OF SURVEY OF LOSANGELES COUNTY, CALIFORNIA AND THE CENTERLINE OF
APOLLO WAY (PRIVATE STREET) AS SHOWN ON SAID RECORD OF SURVEY AND
DESCRIBED IN GRANT OF EASEMENT RECORDED JULY 20, 2018 AS DOCUMENT NO.
20180725472, OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA:
THENCE THE FOLLOWING TWO (2) COURSES ALONG THE CENTERLINE OF SAIDAPOLLO
BOULEVARD AS SHOWN ON RECORD OF SURVEY ON FILE IN BOOK 319, AT PAGE 24 OF
SOUTH;•' DISTANCE OF
2) WESTERLY ON • NORTHEASTERLY, HAVING A RADIUS OF . !
FEET, THROUGH AN ANGLE OF 13000'51 0, AN ARC LENGTH OF 105.85 FEET TO THE
TRUE POINT OF BEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED;
THENCE NORTH 00000'18" WEST, A DISTANCE OF 164,14 FEET;
THENCE SOUTH 89059'42" WEST, A DISTANCE OF 53.50 FEET;
THENCE NORTH 00000'18" WEST, A DISTANCE OF 154.50 FEET;
THENCE SOUTH .,, . ,WEST, A DISTANCE OF i. THE WESTERLY LINE OF
D RECORDi `
SOUTHTHENCE 00' ! 1 " WEST ALONG SAID WESTERLY LINE, + DISTANCE
FEET TO SAID CENTERLINEOF ,.i •(PRIVATE STREET) AS WAY SHOWNON SAID
FOLLOWINGRECORD OF SURVEY AND DESCRIBED IN SAID GRANT OF EASEMENT;
THENCE THE • - • OF ■
+.i. • WAY (PRNAtE
...
legalNorth Parcel 6 desc Sheet 1 `
2) EASTERLY ON iRADIUS
OF 232.00 FEET, THROUGH AN ANGLE OF 26053'53', AN ARC LENGTH OF
117.01 FEET;
3) EASTERLY ON A REVERSE CURVE CONCAVE NORTHEASTERLY,D
OF 466.00 FEET, THROUGHa
FEET TO THE TRUE POINT #„
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 1.62 ACRES, MORE OR LESS,
AS SHOWN ON ATTACHED EXHIBIT 'B", AND BY THIS REFERENCE MADEAPART THEREOF,
PREPARED BY IRE OR UNDER RAY DIRECTION � � '1
7
x IV
a - t
STEFA
North Parcel B legal desc Sheet 2 of 2
f"lJUN. J.VV.
I / �}, %� r-U. I U,
T. 3
S., R. 12 W.,
I�
RANCHO SANTA GERTRUDES
M. R. 11502
L0 N
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N 9" '4 E
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15.77'
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1
+ „ 0180725472, Official ® �
Records of Los Angeles'` 40'
County, Caltfornld:
I
LS.7259 I
„
SCALE 1 "=100' SHEET 1 OF 1
20730 Knob Place, Perris, CA 02570
PH 051-736-0200
EAMLL�
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DOWNEY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF LOT 2 OF THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10,
AND THAT PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10,
TOWNSHIP 3 SOUTH, RANGE 12 WEST, ALL IN RANCHO SANTA GERTRUDES, IN THE CITY
OF DOWNEY, AS DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS,
RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF BELLFLOWER
BOULEVARD AS SHOWN ON RECORD OF SURVEY ON FILE IN BOOK 319, AT PAGE 24 OF
RECORDS OF SURVEY OF LOS ANGELES COUNTY, CALIFORNIA AND THE CENTERLINE OF
A r" r%1-wL,L%0 VV'AY (1--RiVATE STREET) AS SHOWN ON SAID RtGURU OF SURVEY AND
UESCRIBED IN GRANT OF EASEMENT RECORDED JULY 20, 2018 AS DOCUMENT NO,
20180725472, OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA;
THENCE THE FOLLOWING TWO (2) COURSES ALONG THE CENTERLINE OF SAID APOLLO
WAY (PRIVATE STREET);
1) SOUTH 89-55-36" WEST, A DISTANCE OF 219.36 FEET;
2) WESTERLY ON A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 466.00
FEET, THROUGH AN ANGLE OF 13000'51", AN ARC LENGTH OF 105.85 FEET;
THENCE NORTH 00000'18" WEST, A DISTANCE OF 164,14 FEET;
THENCE SOUTH 89059'42" WEST, A DISTANCE OF 53.50 FEET;
THENCE NORTH 00000'18" WEST, A DISTANCE OF 154,50 FEET TO THE TRUE POINT OF
BEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED;
THENCE NORTH 89059'42" EAST-r
TO SAID WESTERLY LINE OF SAID BELLIFLOWER BOULEVARD;
THENCE NORTH 00004'24" WEST ALONG SAID WESTERLY LINE, A DISTANCE OF 251 08
FEET�
THENCE NORTH 00007'45" WEST CONTINUING ALONG SAID WESTE.-.,LYA1i'Lr;-W019F6A
OF 222.67 FEET TO THE NORTHEAST CORNER OF SAID RECORD OF SURVEY�
THENCE NORTH 89052'15" EAST ALONG THE NORTHERLY LINE OF SAID RECORD OF
SURVEY, A DISTANCE OF 613.16
OF SURVEY;
North Parcel C legal' desc-R I Sheet I of 2
SOUTHTHENCE 00"13'0V WEST ALONGOF ! RECORD OF
SURVEY, A DISTANCE OF 472.42 FEET TO THE WESTERLY PROLONGATIONOF •
SAID COURSE
P91:161wicusclaaAAM Koji:11) � • s -
r ABOVE DESCRIBED PARCEL OF 1. CONTAINS 6.67 ACRES, MORE OR
ATTACHEDAS SHOWN ON AND BY THIS REFERENCE MADE APARTTHEREOF
PREPARED BY ME OR UNDER MY DIRECTION
EE C, LA 7` fER, PI_ 6
N8952'15"E 40'
61J. 16'
POR. LOT 2
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NOO-04 '24SEC. 109 251,08'
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RANCHO 1 SANTA GERTRUDES
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11,502
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5J.50,
rant of Easement recorded
July 20, 2018 as Document
No. 20180725472, official
59.86 Records of Los Angeles
COUnty, C01MOM10.
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L WA Y N8955J6"E
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to
SMEET)
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40'
L 72.59
SCALE 1"--100'
SHEET 1 OF 1
20730 Knob Place, Perris, CA 92570
PH 951-736-0200