9/15//22
AFTER RECORDATION PLEASE RETURN TO:
Norton Rose Fulbright US LLP
555 South Flower Street, Suite 4100
Los Angeles, California 90071
Attention: Maryann L. Goodkind, Esq.
FIRST AMENDMENT TO LEASE AGREEMENT
Dated as of October 1, 2022
by and between
SANTA CLARITA PUBLIC FINANCING AUTHORITY
and
CITY OF SANTA CLARITA
Relating to
$10,645,000
Santa Clarita Public Financing Authority
Lease Revenue Bonds (Recreational Facility)
Series 2020A
$3,625,000
Santa Clarita Public Financing Authority
Federally Taxable Lease Revenue Bonds
(Recreational Facility) Series 2020A-T
$[PRINCIPAL AMOUNT]
Santa Clarita Public Financing Authority
Lease Revenue Bonds (Energy Efficiency Program)
Series 2022A (Green Bonds)
THIS IS A FINANCING DOCUMENT.
NO DOCUMENTARY TRANSFER TAX IS DUE PURSUANT
TO REVENUE AND TAXATION CODE SECTION 11922
AND THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE SECTION 27383.
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement, dated as of October 1, 2022 (this “First Lease Amendment”), is made by and betw een the SANTA CLARITA PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), as lessor, and the CITY OF SANTA CLARITA, a city duly organized and existing under the laws of the State of California (the “City”), as lessee.
RECITALS:
WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certai n Joint Exercise of Powers Agr eement, dated as of July 9, 1991, as amended on May 10, 2016, by and among the City of Santa Clarita, California (the “City”), the City as successor agency to the Redevelopment Ag ency of the City of Santa Clarita (no longer a member), and the Santa Clarita Parking Author ity, establishing the Aut hority for the purpose, among other things, of issuing its bonds to be used to provide financing and refinancing for public capital improvements of the City; and
WHEREAS, pursuant to the Indenture, dated as of October 1, 2020 (the “Original Indenture”) by and between the Authority and the Trustee, the Authority issued the $10,645,000 Santa Clarita Public Financ ing Authority Lease Revenue Bonds Lease Revenue Bonds (Recreational Facility) Series 2020A and the $3,625,000 Santa Clarita Public Financing Authority Federally Taxable Lease Revenue Bonds (Recreational Facility) Series 2020A-T (collectively, the “2020 Bonds”), for the purpose of financing the acquisition of an approximately 93,000 square foot recreation facility (the “Facility”) located on an approximately 4.4 acre parcel located at 27745 Smyth Drive within the City (the “Site” and together with the Facility, the “Recreational Facility”); WHEREAS, to facilitate the issuance of the 2020 Bonds, the City and the Authority entered into a Site and Facility Lease, dated as of October 1, 2020 (the “Site Lease”), whereby the Authority has agreed to lease th e Recreational Facility (the “Leased Property”) and described on Exhibit “A” attached hereto, and the Authority and the City entered into that certain Lease Agreement, dated as of October 1, 2020 (the “O riginal Lease”), between the Authority and the City, whereby the Authority has agreed to sublease the Leased Property back to the City, and the City is obligated to make Base Rental Payments (as defined therein) to the Authority for the sublease of the Leased Property;
WHEREAS, the Original I ndenture provides that, for any purpose the Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2020 Bonds) payable from Revenues as provided therein on a parity with all other Bonds theretofore issued thereunder, but only subject to the conditions precedent to the issuance of such Additional Bonds specified in the Original Indenture, including amendment of the Original Lease to increase the Base Rental Payments payable by the City thereunder by an aggreg ate amount equal to the principal and interest due and payable on such Additional Bonds; WHEREAS, the City desires to finance certain energy efficiency improvements for City buildings and facilities, including but not limited to, H VAC, lighting, water conservation, solar, and refrigeration improvements (the “2022 Project”); and
2 WHEREAS, the City has requested that the Authority issue its Lease Revenue Bonds (Energy Efficiency Program) Series 2022A (Green Bonds) (the “2022A Bonds”) in the aggregate principal amount not to exceed $______________ as Additional Bonds on parity with the 2020 Bonds for the purpose of financing a por tion of the costs of the 2022 Project and to pay for the costs of issuing the 2022A Bonds;
WHEREAS, concurrently with the issu ance of the 2022A Bonds, the City has requested that the Authority al so issue its Lease Revenue Bonds (Energy Efficiency Program) Series 2022B (Green Bonds) (the “2022B Bonds”) for the purpose of financing a portion of the costs of the Project, which 2022B Bonds are on parity with the $10,320,000 Lease Revenue Bonds (Golden Valley Road), Series 2016A (the “ 2016 Bonds”), secured by lease payments under a separate lease;
WHEREAS, the Authority and the City ha ve entered into a First Supplemental Indenture, dated as of October 1, 2022 (the “First Supplemental Indenture,” and together with the Original Indenture, as amended, the “Indenture”) relating to the issuance of the 2022A Bonds, as Additional Bonds;
WHEREAS, pursuant to Sec tion 21 of the Original Lease and Sections 3.07 and
7.01(a) of the Indenture, the Authority and the City may amend or supplement the Original Lease by a written amendment thereof or supplement thereto which shall become binding upon execution by the Authority and the City without the written consents of any Owners for the purpose of increasing the amount of Base Rental Payment payable thereunder for the purpose of the issuance of Additional Bonds;
WHEREAS, in consideration of the unde rtaking and financing of the Project, including energy efficiency enhancements to th e Leased Property, the Au thority and the City desire to amend the Original Lease to increase the amount of Base Rental Payments for the purpose of the issuance of the 2022A Bonds, as Additional Bonds under the Indenture; WHEREAS, capitalized undefined terms shall have the meanings ascribed thereto in the Original Lease or the Indenture.
NOW, THEREFORE, the Authority and the City agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL LEASE
SECTION 1.0. DEFINITIONS . Unless the context otherwise requires, the terms defined and/or modified in this Section shall for all pu rposes of the Lease, the Indenture and of any certificate, opinion or other document herein or therein mentioned, have the meanings herein specified as follows:
“Base Rental Payments” means Base Rental Payments to be made by the City hereunder in accordance with the base rental schedule attached hereto as Exhibit B-1 in connection with the 2020 Bonds, in accordance with the base rental schedule attached hereto as Exhibit B-2 in connection with the 2022A Bonds, or, cumulatively in accordance
3 with the base rental schedule attached hereto as Exhibit B-3 in c onnection with the 2020 Bonds and the 2022A Bonds, and any additional base rental payments made hereunder to support Additional Bonds issued in accordance with the Indenture. “Expiration Date” means June 1, 20__.
“First Lease Amendment” means the First Amendment to Lease Agreement, dated as of October 1, 2022, by and between the Authority and the City. “Lease” means this Lease, as amended and supplem ented by the First Lease Amendment, as originally executed or as it may from time to time be amended or supplemented in accordance herewith.
[“Permitted Encumbrances” means, with respect to the Leased Property, as of any particular time, (i) the Site Le ase; (ii) this Lease, (iii) the Indenture, the Assignment Agreement and the Trustee’s and the Authority’s interests in the Leased Property, (iv) liens for taxes and assessments not then delinquent, (v) utility, access and other easements and rights of way, restrictions and exceptions that as certified in a Certificate of the City will not interfere with or impair the use intended to be made of the Leased Property; (vi) encumbrances upon any additions and improvement s to the Leased Property as permitted in this Lease and which do not materially impair the use intended to be made of the portions of the Leased Property other than such additi ons and improvements; (vii) any sublease or use permitted by this Leas e, (viii) covenants, co nditions or restrictions or liens of record relating to the Leased Property and existing on the Closing Date; (ix) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property similar in character to the Leased Property and as do not materially impair the use intended to be made of property affect ed thereby; (x) any encumbrances listed in the preliminary title report related to the Site (xi) the Site Agreement, dated June 26, 2003, between the City, as lessor and successor to Ice Station Valencia, LLC, and Sprint PCS Assets, L.L.C., or its successors, as lessee, and (xii) any management contract, license or use agreement of all or a portion of the Recreational Facility to be entered into or approved by the City.] SECTION 1.2. AMENDMENT TO SECTION 3(a). All references to “Exhibit B” in Section 3(a) shall be amended to read “Exhibit B-3.”
SECTION 1.3. AMENDMEN T TO SECTION 9. The reference to “Exhibit C” in Section 9 shall be amended to read “Exhibit D.”
SECTION 1.4. AMENDMENT TO SECTION 11(b). The first and third paragraphs of Section 11(b) shall be amended and restated as follows:
“The City may at its option prepay fro m any source of av ailable moneys for redemption of Bonds pursuant to Section 2.03 and Section 10.04 (b) of the Indenture, all or any part (in an integral multiple of $5,000) of the Principal Component of Base Rental Payments (and corresponding Interest Component), so that the aggregate annual amounts of Principal Component of Ba se Rental Payments which sh all be payable after such prepayment shall each be an integral multiple of $5,000, at a prepayment price equal to the
4 principal amount to be redeemed, plus accrued but unpaid interest to the prepayment date, without premium.”
“The Authority and the City hereby agree th at any prepayment in part under this Section and the redemption of any Bonds by th e Authority pursuant to Section 2.03(b) or Section 10.04(b) of the Indenture shall be credited towards the City’s obligations hereunder to make Base Rental Payments in any manner determined in writing by the City and delivered to the Trustee. A prepayment made pursuant to this Section shall not cause a defeasance of any Bonds unless the requireme nts of Section 9.03 of the Indenture are satisfied.”
SECTION 1.5. AMENDMENT TO SECTION 17. In addition to the covenants of the City applicable to the Tax-Exempt Bonds in Section 17, the City also makes such covenants with reference to the 2022A Bonds and the 2022A Tax Certificate.
SECTION 1.6. AMENDM ENT TO EXHIBIT B. Exhibit B shall be replaced with Exhibits B-1, B-2 and B-3 attached hereto and incorporated herein by this reference.
ARTICLE II
MISCELLANEOUS
SECTION 2.1. EFFECT OF FIRST LEASE AMENDMENT . This First Lease Amendment and all of the terms an d provisions herein contained sha ll form part of the Original Lease, as amended, as fully and with the same effe ct as if all such terms and provisions had been set forth in the Original Lease, as amended. Excep t as set forth in Article I hereof, the Original Lease shall remain in fu ll force and effect. The Original Lease is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as amended and supplemented hereby. If there shall be any conflict between the terms of this First Lease Amendment and the terms of the Original L ease, as amended (as in effect on the day prior to the effective date of this First Lease Amen dment), the terms of this First Lease Amendment shall prevail.
SECTION 2.2. EFFECTIVE DATE OF FIRST LEASE AMENDMENT. This First Lease Amendment shall take effect upon the 2022A Closing Date.
SECTION 2.3. APPLICABLE LAW . This First Lease Amendment shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.
SECTION 2.4. COUNTERPARTS . This First Lease Amendment may be executed in counterparts, each of which shall be deemed an original.
S-1
IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
ATTEST:
SANTA CLARITA PUBLIC FINANCING
AUTHORITY
By __________________________________
Chair
By __________________________________
Secretary
CITY OF SANTA CLARITA
By __________________________________
City Manager
ATTEST:
By __________________________________
City Clerk
A-1
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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On ______________________________ before me,__________________________(insert name of the officer), Notary Public, personally appeared _________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________ [Seal]
A-1
EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY
The approximately 93,000 square foot building to be repaired, improved and/or rehabilitated as a recreational facility by the City of Santa Clarita and/or Santa Clarita Public Financing Authority, on a parcel currently assessed by the County Assessor as APN 2810-043-054, and the real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:
LOT 11 OF VESTING TRACT NO. 52111, AS PER MAP RECORDED IN BOOK 1218, PAGES 1 TO 15 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY AND AS AMENDED PURSUANT TO THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED ON MAY 16, 2 000 AS INSTRUMENT NO. 2000-0753274 OF OFFICIAL RECORDS.
EXCEPT THEREFROM, ALL RIGHTS, TITLE AND INTEREST IN AND TO MINERALS,
OIL, GAS, TARS, HYDROCARBONS AND M ETALLIFEROUS SUBSTANCES OF EVERY
KIND AND TO RESERVOIRS AND WELLS OF EVERY KIND, TOGETHER WITH THE
RIGHT TO DRILL, PUMP OR MINE FOR SAME, WITHOUT, HOWEVER, THE RIGHT TO
DRILL OR MINE FOR SUCH SUBSTANCES THROUGH THE SURFACE OR THE UPPER FIVE HUNDRED FEET (500') OF THE SUBS URFACE OF THE REAL PROPERTY DEED
ABOVE, AS RESERVED BY THE NE WHALL LAND AND FARMING COMPANY, A
CALIFORNIA LIMITED PA RTNERSHIP, A LIMITED PARTNERSHIP IN DEED RECORDED SEPTEMBER 2, 1999 AS IN STRUMENT NO. 99-1669007, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM, ALL RIGHTS TO WATER, AQUIFERS, RESERVOIRS AND
SUBSURFACE WATERS, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO TAKE,
USE AND DEVELOP FOR USE ANY AND ALL WATER THAT MAY NOW EXIST OR MAY
NOW OR IN THE FUTURE EXIST UPON OR UNDER SAID LAND, WITHOUT THE RIGHT
TO DRILL, EXPLORE AND OPERATE TO EXTRACT SUCH SUBSTANCES THROUGH THE SURFACE OF THE UPPER FIFTY FEET ( 50') OF THE SUBSURFACE OF THE REAL PROPERTY DESCRIBED ABOVE. AS RESE RVED BY THE NEWHALL LAND AND
FARMING COMPANY, A CALIFORNIA LIMITED PARTNERSHIP, A LIMITED PARTNERSHIP IN DEED RECORDED SE PTEMBER 2, 1999 AS INSTRUMENT NO. 99- 1669007, OFFICIAL RECORDS.
APN: 2810-043-054
[End of Legal Description]
B-1-1
EXHIBIT B-1
BASE RENTAL PAYMENT SCHEDULE
RELATING TO 2020 BONDS
Interest Tax-Exempt Bonds Taxable Bonds Total Annual Debt Payment Date1 Principal Interest Principal Interest Debt Service Service
12/01/2020 $ 33,822.34 $ 5,052.64 $ 38,874.98 06/01/2021 156,103.13 $ 485,000 23,319.88 664,423.01 $ 703,297.99 12/01/2021 156,103.13 22,235.90 178,339.03
06/01/2022 156,103.13 350,000 22,235.90 528,339.03 706,678.06 12/01/2022 156,103.13 21,191.15 177,294.28
06/01/2023 156,103.13 355,000 21,191.15 532,294.28 709,588.56 12/01/2023 156,103.13 19,788.90 175,892.03
06/01/2024 156,103.13 355,000 19,788.90 530,892.03 706,784.06 12/01/2024 156,103.13 18,056.50 174,159.63
06/01/2025 156,103.13 360,000 18,056.50 534,159.63 708,319.26 12/01/2025 156,103.13 15,939.70 172,042.83
06/01/2026 156,103.13 365,000 15,939.70 537,042.83 709,085.66 12/01/2026 156,103.13 13,225.93 169,329.06
06/01/2027 156,103.13 370,000 13,225.93 539,329.06 708,658.12 12/01/2027 156,103.13 10,104.98 166,208.11
06/01/2028 156,103.13 375,000 10,104.98 541,208.11 707,416.22 12/01/2028 156,103.13 6,416.85 162,519.98
06/01/2029 156,103.13 385,000 6,416.85 547,519.98 710,039.96 12/01/2029 156,103.13 2,437.88 158,541.01
06/01/2030 $ 165,000 156,103.13 225,000 2,437.88 548,541.01 707,082.02 12/01/2030 152,803.13 152,803.13
06/01/2031 400,000 152,803.13 552,803.13 705,606.26
12/01/2031 146,803.13 146,803.13
06/01/2032 415,000 146,803.13 561,803.13 708,606.26
12/01/2032 140,578.13 140,578.13
06/01/2033 425,000 140,578.13 565,578.13 706,156.26
12/01/2033 136,328.13 136,328.13
06/01/2034 435,000 136,328.13 571,328.13 707,656.26
12/01/2034 131,978.13 131,978.13
06/01/2035 445,000 131,978.13 576,978.13 708,956.26
12/01/2035 127,250.00 127,250.00
06/01/2036 455,000 127,250.00 582,250.00 709,500.00
12/01/2036 122,131.25 122,131.25
06/01/2037 465,000 122,131.25 587,131.25 709,262.50
12/01/2037 116,900.00 116,900.00
06/01/2038 475,000 116,900.00 591,900.00 708,800.00
12/01/2038 111,259.38 111,259.38
06/01/2039 485,000 111,259.38 596,259.38 707,518.76
12/01/2039 105,500.00 105,500.00
06/01/2040 495,000 105,500.00 600,500.00 706,000.00
1. Base Rental Payments are made not less than fifteen (15) Business Days prior to each Interest Payment Date.
B-1-2
Interest Tax-Exempt Bonds Taxable Bonds Total Annual
Payment Date1 Principal Interest Principal Interest Debt Service Debt Service
12/01/2040 99,312.50 99,312.50
06/01/2041 510,000 99,312.50 609,312.50 708,625.00
12/01/2041 92,937.50 92,937.50
06/01/2042 520,000 92,937.50 612,937.50 705,875.00
12/01/2042 82,537.50 82,537.50
06/01/2043 545,000 82,537.50 627,537.50 710,075.00
12/01/2043 71,637.50 71,637.50
06/01/2044 565,000 71,637.50 636,637.50 708,275.00
12/01/2044 60,337.50 60,337.50
06/01/2045 585,000 60,337.50 645,337.50 705,675.00
12/01/2045 48,637.50 48,637.50
06/01/2046 610,000 48,637.50 658,637.50 707,275.00
12/01/2046 36,437.50 36,437.50
06/01/2047 635,000 36,437.50 671,437.50 707,875.00
12/01/2047 27,706.25 27,706.25
06/01/2048 655,000 27,706.25 682,706.25 710,412.50
12/01/2048 18,700.00 18,700.00
06/01/2049 670,000 18,700.00 688,700.00 707,400.00
12/01/2049 9,487.50 9,487.50
06/01/2050 690,000 9,487.50 699,487.50 708,975.00
Total
$10,645,000 $6,678,306.87 $3,625,000 $287,168.10 $21,235,474.97 $21,235,474.97 ________________________________
(1) Base Rental Payments are made not less than fifteen (15) Business Days prior to each Interest Payment Date.
B-2-1
EXHIBIT B-2
BASE RENTAL PAYMENT SCHEDULE
RELATING TO 2022A BONDS
Interest 2022A Bonds Total Annual Debt
Payment Date(1) Principal Interest Debt Service Service
12/01/2022
06/01/2023
12/01/2023
06/01/2024
12/01/2024
06/01/2025
12/01/2025
06/01/2026
12/01/2026
06/01/2027
12/01/2027
06/01/2028
12/01/2028
06/01/2029
12/01/2029
06/01/2030
12/01/2030
06/01/2031
12/01/2031
06/01/2032
12/01/2032
06/01/2033
12/01/2033
06/01/2034
12/01/2034
06/01/2035
12/01/2035
06/01/2036
12/01/2036
06/01/2037
12/01/2037
06/01/2038
Total
________________________________
(1) Base Rental Payments are made not less than fifteen (15) Business Days prior to each Interest Payment Date.
B-3-1
EXHIBIT B-3
BASE RENTAL PAYMENT SCHEDULE
CUMULATIVE
Interest 2020 Bonds 2022A Bonds Total Annual Debt
Payment Date2 Principal Interest Principal Interest Debt Service Service
12/01/2020
06/01/2021
12/01/2021
06/01/2022
12/01/2022
06/01/2023
12/01/2023
06/01/2024
12/01/2024
06/01/2025
12/01/2025
06/01/2026
12/01/2026
06/01/2027
12/01/2027
06/01/2028
12/01/2028
06/01/2029
12/01/2029
06/01/2030
12/01/2030
06/01/2031
12/01/2031
06/01/2032
12/01/2032
06/01/2033
12/01/2033
06/01/2034
12/01/2034
06/01/2035
12/01/2035
06/01/2036
12/01/2036
06/01/2037
12/01/2037
06/01/2038
12/01/2038
06/01/2039
12/01/2039
06/01/2040
2. Base Rental Payments are made not less than fifteen (15) Business Days prior to each Interest Payment Date.
B-3-2
Interest 2020 Bonds 2022A Bonds Total Annual
Payment Date1 Principal Interest Principal Interest Debt Service Debt Service
12/01/2040
06/01/2041
12/01/2041
06/01/2042
12/01/2042
06/01/2043
12/01/2043
06/01/2044
12/01/2044
06/01/2045
12/01/2045
06/01/2046
12/01/2046
06/01/2047
12/01/2047
06/01/2048
12/01/2048
06/01/2049
12/01/2049
06/01/2050
Total
________________________________
(1) Base Rental Payments are made not less than fifteen (15) Business Days prior to each Interest Payment Date.