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FROM: OFFICE OF ,
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DEVELOPMENT R
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AMENDMENTSUBJECT: FIFTH TO • 1 LEASE
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QUALITY ,
The City of Downey owns 19.69 acres of land between the Promenade shopping center and Bellflower Boulevard. It entered into a long-term ground lease ("Lease") of the property with Industrial Realty Group, LLC on December 4, 2003. The rights under the Lease are currently held by s• • Downey,•• • and IRG Downey,• • and
collectively• i : • The Lease is currently scheduled to expire in January of 2121.
Previously
approached proposal t•'. purchase is • acres of - •
property, on the Southern Parcel. Staff recommended and the City Council approved that sall City with another proposal to purchase 2.64 acres of the leased property on the Northern Parcel. Staff recommended and the City Council approved that sale transaction on November i'
transaction• �' addition •transaction,approached
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FIFTH AMENDMENT TO GROUND LEASE
FEBRUARY 22, 2022
PAGE 2
• to, among • things, modify the definition of the Ground Lease Property an;i correspondingly, modify the rent due under the Ground Lease.
The Lease retains its • incentives for the Tenant to find and implement quality development opportunities. If it does not identify and facilitate development (or sale) of the property by April of 2026, the Lease will terminate early. If it succeeds in identifying a buyer(s) for the remaining leased property, the City and Tenant will negotiate as to an appropriate division •.`.. the sales proceeds.
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FISCAL IMPACT
There is no fiscal impact,
ATTACHMENTS
Attachment A - Site Aerial
Attachment B - Resolution with Fifth Amendment to Ground Lease
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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.
5ggJJQhU. 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 Amendment to the Ground Lease, substantially in the form attached as Exhibit "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 Fifth 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, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, phrases, or portions be declared invalid or unconstitutional.
SECTION 6. Except as expressly provided in this approval, nothing in the Fifth Amendment to the Ground Lease shall be deemed to waive or modify any other provisions of the Ground Lease.
SECTION 7. The City Clerk shall certify to the adoption of this Resolution.
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MARIA ALICIA DUARTE, CMC
City Clerk
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 day of February, 2022, by the following vote, to wit:
AYES:
Council Members:
NOES:
Council Member:
ABSENT:
Council Member:
ABSTAIN:
Council Member:
MARIA ALICIA DUARTE, CIVIC
City Clerk
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 IRG 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 terms 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 M
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S:. The South. .' is described and depicted on 1,. < attached hereto and incorporated herein by reference.
K. Concurrent with the Fourth Amendment, Landlord, as seller, and Tenant, as buyer, entered into a Sale Agreement and Escrow Instructions ("DFCU Sale Agreement"), which DFCU Sale Agreement provided for the sale of an approximate 2.64-acre portion of the Groumi Lease Property located
"DFCU Parcel Sale"). The DFCU Parcel is described and depicted on Exhibit "B" attached hereto and incorporated herein by reference.
L. To facilitate the South Parcel S. and DFCU Parcel .Landlord and Tenant,
through the Third Amendment anf the FourthAmendment, agreed • terminate the Lease as to the South Parcel and DFCU Parcel, while continuLng the Lease as to the " that comprise the Ground Lease Property ("Remaining Ground Lease Property"). The Remaining Ground Lease Property is described and depicted on Eilijbit 4C" attached hereto and incorporated
M. In addition to modifying the definition of the Ground Lease Property, this Fifth Amendment (i)
ly modifies the rent under the Lease, (ii) acknowledges the • f •ichanges on _ Remaining Ground Lease Property, and discusses terms of potential sale of the Remaining Ground Lease Property to Tenant ( "Lease amend some " of
FourthAmendment, Second Amendment, Third Amendment and Fourth Amendment, all subject and ff,ursuant to the terms and conditions set forth in this Fifth Amendment below. The Original GrourM Lease, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Amendment, `/ If as the "Lease."
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficienci of which is herebi ac ow Landlord and Tenant herebi airee to amen modif I Cui
Date. date of this Fifth Amendmentbe the
Closing Date, as that term is defined in the South Parcel Sale Agreement (the "Fifth Amendment Effective r Amendment Date will be reflected in an Amended Memorandum of Lease to be recorded in the Office of the County-�����;eles County 1!ursuant to Section 16.13 of the Original Ground Lease.
2. Modifigation to Ground, �Lftagft: Notwithstanding Section 1.0 1R the DFCU Parcel is no longer a f.rt of i f Lease Property and, and after Property, and the Remaining Ground Lease Property shall be effective. 11 Amendment Effective Date, the South Parcel shall no longer be a part of the Ground Lea S:\(AWUCPTHR\Dorvncy\G,—,1 I.cesc\G¢ound Lease 5th A—ndmcnL.v6(FiMBS);2..9,22-cleen,doex
(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. Eartv Termination: From and after the Fifth Amendment Effective D.
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 tenninate on April 3 0, 2026 (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 Remaining Ground Lease Property (as it may be amended, and other than a studio production facility/back-lot), and/or are not then under construction for conversion to a use that is permitted by the specific plan applicable to the Remaining Ground Lease Property (as it may be amended, and other than a studio production facility/back-lot)".
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 Cwroxn_# Leape Proy&rty and yotential -Aeveloyment of such DF Parcel and outh 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. Planning a4d Permitting: Landlord shall work in good faith _bW 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 office, medical office, retail, hotel, and residential uses. Notwithstanding 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 discretionaQm cajAiacitpu reserve the r'.PN t t . . . . . . . . . . . . or condition angi entitlement %sro%,osal for 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. Counte arts. 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. Governing Law. This Fifth Amendment is made under and shall ivio 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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a Munici2al comoration of the State of California
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THE / REFERRED TO HEREIN BELOWr IN THE CITY OF DOWNEY, COUNTY OF i OF •' DESCRIBED AS FOLLOWS:
THAT PORTION OF • QUARTER OF - •NAL SECTION 10, TOWNSHIP SOUTH, RANGE• SANTA GERTRUDES,OF DOWNEY, AS
DESCRIBED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF •UNTY RECORDER OF r COUNTY, DESCRIBED AS FOLLOWS:
INTERSECTIONBEGINNING AT THE OF OF •'
BOULEVARD AS SHOWN ON RECORD OF SURVEY ON FILE IN BOOK 319, AT PAGE 24 OF
RECORDS OF SURVEYOF LOSANGELES COUNTY, CAUFORNIAANDTHE 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 SAID APOLLO WAY (PRIVATE STREET);
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PH 91-796-0200 STEFANX LANTHIER.' L
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SAJAWiLICI I TER\D—.y\G.u.d LcrosciGround Lcasc 5th Am.ndm-t,v6(FMBS) 2 9 22,L- d.,,.
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF DOWNEY NN
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APOLLO WAY (PRIVATESHOWNON L RECORD OF AND
DESCRIBED IN GRANTOF + RECORDED 0 2018 AS DOCUMENT
20180725472, OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE THE FOLLOWING T• (2) COURSES ALONG THE GENTERLINE OF + L APOLLO
A(PRIVATE
1) SOUTH 8°55'6" 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 1300'1 ", AN ARC LENGTH OF 105.85 FEET TO THE TRUE POINT F BEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED; THENCE H 00000'18" WEST, A DISTANCE OF 164.14 FEET;
THENCE SOUTH 89059'4" WEST, A DISTANCE OF 5.0 FEET;
THENCE NORTH 000 0" " WEST, A DISTANCE OF 154.50 FEET;
THENCE SOUTH 805°2°° WEST, A DISTANCE OF 238.35 FEET TO THE WESTERLY LINE OF SAID RECORD OF SURVEY;
THENCE UT 0001 '01" WEST ALONG SAID WESTERLY LINE, A DISTANCE OF 243.55
FEET TO SAID CENTERLINE OF AOLLO WAY (PRIVATE STREET) ASS OWN ON SAID RECORDOF SURVEY AND DESCRIBEDIN SAID T OF EASEMENT;
THENCE THE FOLLOWING THREE () COURSES ALONG THE CENTERLINE F SAID OLL AY (PRIVATE STREET);
1) NORTH °59'" EAST, A DISTANCE OF 59,86 FEET;
North Parcel B legal desc Sheet 1 Awl
CONCAVE2) EASTERLY ON A CURVE •
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117.01 FEET;
THE ABOVE DESCRIBED L OF LAND CONTAINS 1.62 ACRES, MORE OR LESS, AS SHOWNATTACHED EXHIBIT as „ AND BY THIS E E E MADE APART THEREOF, } a
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----------
July 20120, 62018 as Document
No. 0725472, Offlc;al
Records of tos Angeles
County, California.
40'
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SCALE 1"=100' SH EET 1 OF 1
20730 Knob Place, Perris, CA 02570
PH 951-736-0200
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 • OF •` QUARTER OF -, i A f
i THAT PORTION OF i OF i FRACTIONAL SECTIONr
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 # •
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF BELLFLOWER a.i a • # F • i # # �i• • AT ., #
O.
RECORDS OF SURVEY OF LOS ANGELES COUNTY. CALIFORNIAAND THE CENTERLINE OF a.•(PRIVATE AS SHOWN ON SAID RECORD OF SURVEY AND
DESCRIBED IN GRANTOF RECORDED 0 2018 AS DOCUMENT NO,
20180725472, OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE THE FOLLOWING TWO (2) COURSES ALONG OF ' i APOLLO WAY (PRIVATE ..
SOUTH+ DISTANCE OF i +
2) WESTERLY ON A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF466.00 FEET, THROUGH AN ANGLE OF 13000'51 ", AN ARC LENGTH OF 105.85 FEET� THENCE NORTH rr•r DISTANCE OF •,
NORTH.14 FEET;
THENCE SOUTHago59'42" WEST, A DISTANCE OF 53,50 FEET;
THENCE rr' 0 154,50 FEET TO THE TRUE POINT OF
NORTHBEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED�
"A", TO SAID WESTERLY LINE OF SAID BELLIFLOWER BOULEVARD; THENCE 00004SAID WESTERLY LINE, , DISTANCE OF r.
NORTHTHENCE rr'r7'45" WEST CONTINUING ALONG + i WESTERLY LINEAJD�L---kVft-Rj-- OFO THE NORTHEAST#• OF i RECORD OF
THENCE NORTH 89052'15" EAST ALONG THE NORTHERLY LINE OF SAID RECORD OF OF
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TVNE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 6.67 ACRES, MORE OR LESS. • • r ,r, •
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July 20, 2018 as Document
No. 20180725472, Official
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