HomeMy WebLinkAboutResolution No. 22-8078 - Approving 6th Amendment to Agreements in Ground Lease and Finding that Such Approval is Exempt from Environmental Review under CEQARESOLUTION OF • OF OF DOWNEY
APPROVALAPPROVING THE SIXTH AMENDMENT TO AGREEMENTS IN GROUND
LEASE AND FINDING THAT SUCH FROM
ENVIRONMENTAL- THE CALIFORNIAENVIRONMENTAL
QUALITY ACT
WHEREAS, the City of Downey ("Landlord"), PPCP IRG Downey, LLC and IRG Downey,
LLC (collectively "Tenant") entered into a Ground Lease, dated December 4, 2003, pursuant to
which Landlord leased to Tenant that certain 19.69-acre site of real property ("Ground Lease" and
the property, the "Ground Lease Property"); and
WHEREAS, Landlord and Tenant entered into a First Amendment to the Ground Lease,
dated on or i• i and
WHEREAS, Landlord and Tenant entered into a Second Amendment to the Ground
Lease, dated • ' or • •o.Septemberi is
on 0i the City adopted Resolution No. 2 • • approving that
certainAgreement is Escrow Instructions between Landlord, as seller, and Tenant, as
buyer (as amended, "South Parcel Sale Agreement"), which provided for the sale of an 8.76-acre
WHEREAS, Landlord and Tenant entered into a Third Amendment to Agreements in
Ground Lease, dated on or • • i i •amendment's
effective date is the same as the Fifth Amendment's (defined below); and
WHEREAS, on November 4, 2020, the City adopted Resolution No. 20-7976, approving
that certain Sale Agreement and Escrow Instructions between Landlord, as seller, and Tenant,
as buyer ("DFCU Sale Agreement"), which provided for the sale of an approximate 2.64-acre
portion of i •I Lease Property r from • i is to Tenanti.
■ and
Landlord i Tenant entered into a FourthAmendment to Agreements
Ground Lease, dated on or about November 25, 2020 ("Fourth Amendment"); and
to facilitate the SouthParcel Sale and DFCLI
Parcel Landlord iY
Tenant, through the Third Amendment and the Fourth Amendment, agreed to terminate the
Ground Lease as to the SouthParcel and DFCU Parcel,• ::• the Ground Lease as
WHEREAS,to the remaining 8.29 acres that comprise the Ground Lease Property; and
Landlord and Tenant entered • a Fifth Amendment • Agreements
Ground Lease,dated on or • i February i Amendment"); and
Landlord •.. Tenant nowdesire to enter into a Sixth Amendment
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY RESOLVE AS FOLLOWS:
ALQIIQN 11. The above recitals are true and correct and are a substantive part of this
Resolutiol.
6.E.Q11QN 2. The City Council finds, determines, and declares that the activities
contemplated in the Sixth 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.
$QQJ1.QN I The City Council finds, determines, and declares, that the activities
contemplated in the Sixth 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 Sixth
Amendment to the Ground Lease, substantially in the form attached as Attachment "A" (ii)
authorizes and directs the City Manager to make final changes or future amendments to the
Ground Lease consistent with the City Council's direction, and (iii) authorizes and directs the
Mayor to execute the Sixth Amendment to the Ground Lease and any other documents and
agreements necessary to complete the amendment.
SECTION 5. 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 clause, :k,,h rase or icorti on
subsections, phrases, or portions be declared invalid or unconstitutional.
SECTION 6. Except as expressly provided in this approval, nothing in the Sixth
Ground Lease.
APPROVED AND ADOPTED this 14 th day of June, 2022,
BLAN CHECO. Mayor
ATTEST:
RESOLUTION NO. 22-801
PAGE 3
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 14 th day of June, 2022, by the following
vote, to wit:
AYES:
Council Members:
Frometa, La Plante, Trujillo, Alvarez, Mayor Pacheco
NOES:
Council Members:
None.
ABSENT:
Council Members:
None.
ABSTAIN:
Council Members:
None.
MM. . 1 i • i URAM
municipal• r• . • of . of • .("Landlord"),on the one . i and HOLDINGS
DOWNEY, LLC, a Delaware limited liability company ("Holdings Downey"), and IRG
DOWNEY, LLC, a California limited liability company ("IRG Downey") (collectively
on • { hand.
mrf�.y
IndustrialA. 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 "Orisinal Ground Lease"�, wrsuant to which Landlord leased to Origyinal Tenant certain real
property described therein (the "Ground Lease Property ) that was tormerly a part ont MCI",
Downey,•
B. andlord and IRG Downey and PCCP IRG Downey, LLC, a Delaware
limited liability company"' it and together with IRGDowney,"Prior
entered into an Amendment to Agreements in Ground Lease, dated on or about March 15, 2012
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 e et").
F. Landlord and Tenant entered into a Fourth Amendment to Agreements i
Ground Lease, dated on or about November 25, 2020 ("Fourth a e").
G. Landlord and Tenant entered into a Fifth Amendment to Agreements i
Ground Lease, dated on or about February 23, 2022 ("Fifth Amendment").
H. The Original Ground Lease, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, Fifth Amendment and Assignment (together, the it
Agreements") contain various ongoing rights and obligations of Landlord and Tenant.
I. All capitalized terms used herein but not herein defined shall have the
meanings ascribed to such terms in the Prior Agreements, as applicable.
J. To the extent any discrepancy exists between any terms and conditions of
this Sixth Amendment and any term or condition in any of the Prior Agreements, the terms herein
shall control.
65186.00205\40137047.3
K. 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
of i it Lease Property1 Parcel") from . •. i • to Tenant
L. Concurrent with the Fourth Amendment, Landlord, as seller, and Tenant, as
bugAer .. entered into a Sale A reement and Escrow Instructions f "DFCU Sale A�Iircemcno� which
DFCU Sale Agreement provided for the sale of an approximate 2.64-acre portion of the Ground
Lease Property located on the North Parcel ("DFCU Parcel") from Landlord to Tenant (the
"DFCU Parcel Sale").
M. To facilitate the Southand DFCU Parcel Sale, Landlord and
Tenant, through the Third Amendment and the Fourth Amendment, agreed to terminate the Lease
that comprise • • Lease Propertyr- Ground Lease Property"). The
Remaining Ground Lease Property is described and depicted on Exhibit "Al" attached hereto and
incorporated herein by reference, and shall hereinafter be referred to as the "Ground Lease
Property".
N. At this time, Tenant desires to (and Landlord agrees to allow Tenant to)
sublease the entirety of the Ground Lease Property to Air Products Manufacturing LLC ("Air
Products") for the development of a parking lot (the "Parking Lot").
0. In addition, at some time in the near future, Landlord desires to take back
approximately 10,000 square feet of the Ground Lease Property, in a mutually agreeable location
to be determined (the "Carve -Out Property"), for a period of approximately eighteen (18) months
(the i' Period") • rehabilitate the Space` "Space for
museum display purposes.
amend some of the rights and obligations specified in the Original Ground Lease, Firs)
Amendment. Second Amendment. Third Amendment, Fourth Amendment and Fifth Amendment
(�VCI ffillow-M. W_
` ' .m',e
NOW, i tit! and valuable consideration,receipt
and/or supplement the Lease as of the Sixth Amendment Effective Date (defined below) as
• i
1. Effective Date. The effective date of this Sixth Amendment be the
Lease:iate the Sublease Agreement (defined below) is executed (the "Sixth Amendment Effectiw_v
Ff.ate"). The Sixth Amendment Effective Date will be reflected in an Amended Memorandum of
to • . recorded in the Office of •unty Recordeof LosAngeles Ci pursuant
da
65186.00205\40137047, 3
2. Rent. Effective as of the Sixth Amendment Effective Date and subject to
Section 4 hereof, for purposes of calculating rent for the the Ground Lease Property only, the
Ground Lease Property shall be deemed Converted Property (as defined in Section 3.02 of the
Original Ground Lease), and Tenant shall pay Converted Base Rent. During the Carve -Out Period,
Converted Base Rent shall be calculated yursuant to Section 3.04 of the Lease to reflect a deduction
of the Carve -Out Property from the Ground Lease Property. Notwithstanding anything to the
contrary in the Lease, • and after August 22, 2072, the rent shall increase to the lesser • (i)
twentri five:iereent �25%1, above the rent in �tlace on An ust 22. 2072 ` and �H), the then -fair market
rent as mutually and objectively agreed upon by the Landlord and Tenant acting in good faith. For
the avoidance of doubt, the Parties acknowledge that although Tenant shall pay Landlord
Converted Base Rent for the Ground Lease Property pursuant to this Sixth Amendment, the
Parking Lot is not a use that is pennitted by the specific plan applicable to the Ground Lease
Property, and therefore, the Ground Lease Property is not Converted Property for any purpose
under the Lease (including but not limited to the Early Termination Date as per Section 3 below),
except for purposes of calculation of rent.
3. tar vrermination. From and after the Sixth Amendment Effective Date,
Section 2.03 of the Original Ground Lease (and all amendments thereto in the First Amendment,
I XMLM I U-1
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, 2028 (the "Early Termination Date") as to all
portions of the Ground Lease Property that have not been sold, have not been converted to a use
that is permitted by the specific plan applicable to the Ground Lease Property (as it may be
amended, and other than a studio production facility/back-lot), and/or are not then under
Lease Property (as it may be amended, and other than a studio production facility/back-lot)".
4. Subleasq. Landlord agrees to allow Tenant to sublease the entirety of the
Ground Lease Property to Air Products, subject to Section 5 below and provided that Landlord
shall have the right to reasonabl�a review and a�qirove the sublease agreement between Tenant and
Air Products ("Sublease Agreement") prior to its execution.
5. a . Landlord may, upon thirty (30) days' written
from the Ground Lease Property for the duration of the Carve -Out Period for the purpose of
upon by the Parties in a separate writing.
6. Contingency. This Sixth Amendment shall be contingent upon the
Sublease Agreement being executed by Tenant and Air Products.
7. Counte arts. This Sixth Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
co-tstiltile o
W
65186.00205\40137047,3
8. 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 Sixth Amendment to
carry out the intent of this Sixth Amendment.
9. Governing Law. This Sixth Amendment is made under and shall b*
construed pursuant to the laws of the State of California.
ME
WHEREOF,IN WITNESS i i r and Tenant hereto have executed this Sixth
Amendment on date and Vear first above
CITY OF DOWNEY,
a municipal corporation of the State of
Califo n'
y:
,;iz
Name: Blanca Pachern
Its: Mayor
APPROVED TO FORM:
Laugen ea
BEST BEST & KRIEGERLL
Interim City Attorney
6! "-. I Wal I
ro a Erg N Wer, 1 K790 III I I I V-111 E 1 ro 1 aj I I 1 0
By: Holdings SPEManager,
Utive Officer
Managing Member
y: S.L. Properties, Inc.,
ATTEST: a Delaware corporation
Its: � na
Y: *•
h A� 1A IC1A T , y:
CITY CLERK
John * s
Its: Ch Ixecut ve Officer
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65196, 00205\40137047.3
in
65186, 00205\40137047.3
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FOR REFERENCE ONLY: 20211404306
RECORDING REQUESTED BY-
fIRSTAM(KAW fIRE INSURANCE COMPANY
When Recorded Mail Document To:
City o(Dow Ilel 11111 Brook1hile Avenue
P.O. Box 7016
Downey, CA 90241-7016
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The division of land that set off the following described property, situated in the City of
Downey, County of Los Angeles, State of California, more particularly described in
Exhibit "A" attached, complies with applicable provisions of the California Subdivision
Map Act and the City of Downey Subdivision Ordinance.
The Certificate of Compliance is hereby issued creating the parcel herein and only
relates to issues of comp[iance or noncompliance with the California Subdivision Ma�,
Act and local ordinances enacted pursuant thereto, The parcel described herein may
be sold, leased, or financed without further compliance with the California Subdivision
Map Act or any local ordinance enacted pursuant thereto,
This Certificate of Compliance does not approve, or imply that approval is or will b�!�
given to the above described parcel, for a variance, conditional use permit, building
permit, site plan review, or any other land use, structural or development approval
regulated by Califonnia state law or the City of Downey Municipal Code. Such approvals
to develop the above described parcel must be separately applied for and the City
reserves all rights to grant, condition or withhold such approvals as authorized by
California state law and the Downey Municipal Code.
Name and Address of
Property Address _ ?OOOQ V2. - 003'%l
City of Downey, State of California
City Engineer
jai z"'
By
11,4
Date—
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 11%
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
County of�
On behone me.
Date Here Insert Name and Title of the Officer
personally appeared
he/,-,hre/t�� executed the same in his/*/t4eir
Lo the within Instrument and acknowledged to me that
authorized capacity(os), and that by hls/tjeVt42-ir signatureLs)-on the instrument the person(&� or the entity
upon behalf of which the person(Wacted, executed the instrument,
Notary Public - California
X Los Angeles County
My Comm, Expires Apr 26, 2025
Description of Attathett Dotument
TRI6 or Toe of 'Mddrnent
Signer(s) Other Than Wi ed Above:
Capacity(les) Claimed by Signer(s)
Signer's Name:
El Corporate Officer — Title
paragraph is true and correct,
WITNESS my hand and official seal.
Signature
Signature of Notary Rublic
OPTIONAL
can dete( alteration of the docqrp6ht or
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• Partner
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V2019 National Notary Association
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PARCEL "B"
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RECORDS OF SURVETOF L06 AP
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
• + ` � it ` i :! / '
FOLLOWING TWO (2) • ALONG THE CENTERLINE OF + i APOLLO
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:., + DISTANCE •
.36 FEET;
2) WESTERLY ON A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 466.00
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SOUTHTHENCE i'• 9 + DISTANCE OF TO •
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SOUTHTHENCE i' i', ALONG i WESTERLY LINE, + DISTANCE OF
FEET TO SAID CENTERLINE OF APOLLO WAY (PRIVATE STREET) AS SHOWN ON SAID
RECORD OF SURVEY AND DESCRIBED IN SAID GRANT OF EASEMENT;
THENCE THE FOLLOWING THREE (3) • ALONG THE CENTERLINE OF i
..• • WAY (PRIVATE
North ParcelF legal +...r
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OF 466.00 FEET, THROUGH AN ANGLE OF 15-57'19", AN ARC LENGTH OF 129.77
FEET TO THE TRUE POINT OF
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THIS FORM IS NOTTO BE DUPLICATED f
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RECORDING REQUESTED BY."
FIRST AMERICA N TITLE INSUBANCE COMPANY
When Recorded Mail Document To,
City of Downey
I 11.11. Brooksh Ire Avenue
P.O. Box 7016
Downey, CA 90241-7016
APN: P. of 6256-Sri9 $MCC ABOVE THIS I-INE 1S fOR RECORDERW
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The Certificate of Compliance is hereby issued creating the parcel herein and only
relates to issues of compliance or noncompliance with the California Subdivision Map
Act and local ordinances enacted pursuant thereto. The parcel described herein may
be said, leased, or financed without further compliance with the California Subdivision
Map Act or any local ordinance enacted pursuant thereto.
This Certificate of Compliance does not approve, or imply that approval is or will be
given to the above described parcel, for a variance, conditional use permit, building
permit, site plan review, or any other [and use, structural or development approval
regulated by California state law or the City of Downey Municipal Code, Such approvals
to develop the above described parcel must be separately applied for and the City
reserves all rights to grant, condition or withhold such approvals as authorized by
California state law and the Downey Municipal Code.
Name and Address of Owner
Property Address ----I
County Assessor's Parcel Number or Designation �62 �i
City of Downey, State of California
ow, Pik )-st City Engineer
By
Date
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to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of —I-
On t SdZf before me,
Date Here Insert Name and Title of the Officer
personally appeared AzW C> V--, 'S (7�
NameofSigner�o-
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to the within instrument and acknowledged to me that he/sWthiey executed the same in hls/�er/ttleir
authorized capacityaes), and that by his/ber1t[;,L* signature(syun the instrument the persoW,-or the entity
upon behalf of which the person_M-acted, executed the instrument.
MARLa$ RAMIREZ
Notary Public - Calf(ornfa
Los Angeies County
Commislion 0 2355623
*my Cmm, Expires Apt 26, 2025
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paragraph is true and correct,
Signature
Signature of Notary Public
--------- OPTIONAL,
COMDletina this information can detrc, i�--ration of the document or
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fraudulent reattachment of this to an unintended documeat,
Description of Attached Document
Title or Type of Document:
Document Date:
f" Number of Pages:
—
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Named A,X
Signer(s) Other Than N�i,74d Above:
Capacity(les) Claimed by Signer(w--
Signer's Name:
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Signer is Representing:
THE r REFERRED TO HEREIN BELOWr 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,
• r iI n, H a IR
r a • a a i,
OF DOWNEY, AS DESCRIBED IN BOOK 1, PAGE 502OF •RECORDS,
RECORDED IN THE OFFICE OF • RECORDER OF r COUNTY,DESCRIBED
AS • i
COMMENCINGAT • OF OF BELLFLOWER
BOULEVARD AS SHOWN ON RECORD OF SURVEY ON FILE IN BOOK 319, AT PAGE 24 OF
RECORDS OF SURVEY OF • ANGELES COUNTY,. •. , . r 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 RECORDSOF •COUNTY,a i-
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THENCE SOUTH 89059'42" WEST, A DISTANCE OF 53.50 FEET
NORTH
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 ar+ •'42" EAST, • DISTANCE OF iW KNOWN AS •
"A", TO SAID WESTERLY LINE OF SAID BELLFLOWER BOULEVARD;
THENCE NORTH 00004'24" WEST ALONG SAID WESTERLY LINE, A DISTANCE OF 251.01
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THENCE NORTH 89052'15" EAST ALONG THE NORTHERLY LINE OF SAID RECORD OF
SURVEY, A DISTANCE OF 613.16 FEET TO THE NORTHWEST CORNER OF SAID RECORD
OF SURVEY;
North Parcel C legal desc-131 Sheet 1 of 2
THENCE SOUTH 00013'01" WEST ALONG THE WESTERLY LINE OF SAID RECORD OF
x DISTANCE OF 472.42 i THE WESTERLY PROLONGATION OF ABOVE
SAID COURSE "A";
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