SR-06-09-2015-8BAgenda
To: Mayor and City Council
Public Financing Authority
From: Gigi Decavalles- Hughes, Director of Finance
Subject: Amendment of Lease Between the Santa Monica Public Financing
Authority and the City of Santa Monica
Recommended Actions
Staff recommends that the City Council:
1. Adopt the attached Resolution Approving the Substitution and Release of
Property (Attachment D1), and approve the related documents required to
amend the Lease between the Public Financing Authority and the City
(Attachments A and B).
Staff recommends that the Public Financing Authority:
1. Adopt the attached Resolution Approving the Substitution and Release of
Property (Attachment D2), and approve the related documents required to
amend the .Lease between the Public Financing Authority and the City
(Attachments A, B and C).
Executive Summary
Staff is requesting the amendment of certain documents related to the issuance of the
Public Financing Authority's Lease Revenue Bonds, Series 2011A and Lease Revenue
Refunding Bonds, Series 2011 B to substitute Parking Structure Six for the Main Library
as the leased asset securing the Series 2011A and Series 2011B Bonds as originally
contemplated at the time the bonds were issued.
Background
In November of 2011 the Public Financing Authority (PFA) issued its Lease Revenue
Bonds, Series 2011A and Lease Revenue Refunding Bonds, Series 20118 in the
combined amount of $40,690,000. The Series 2011A Bonds were issued to finance
construction of Parking Structure Six and the Series 2011B Bonds were issued to
refinance a portion of the Series 2002 Bonds issued to finance construction of the
1
Public Safety Facility. Use of the Main Library as the leased asset to initially secure the
Series 2011A and Series 2011B Bonds reduced the amount of bonds issued by the
PFA and lowered the financing cost. Once Parking Structure Six was completed, the
City intended to release the Main Library from the Lease Agreement and substitute
Parking Structure Six so that the asset built with the bond proceeds would secure the
lease payments. Also, the Main Library would then become a substantial
unencumbered asset that could be used to secure future financing, (i.e. the proposed
new Fire Station 1).
Discussion
Parking Structure Six was completed and opened for operations in December 2013.
The total construction cost of Parking Structure Six was $43,309,800. The initial Lease
Agreement entered into between the PFA and the City, in conjunction with issuance of
the Series 2011A and Series 2011 B Bonds, authorized the release of the Main Library
and substitution of Parking Structure Six as long as the final construction cost of Parking
Structure Six exceeded the combined principal amount of the Series 2011A and Series
2011B Bonds of $40,690,000. In addition to the property substitution, the City will be
required to obtain a title insurance policy for Parking Structure Six.
Next Steps
The attached resolutions and documents permit the City and PFA to proceed with all
steps necessary for the amendment of the Lease. The resolutions approve the
attached documents and authorize their execution and delivery by the specified officials
and employees.
2
Financial Impacts & Budget Actions
The substitution of Parking Structure Six for the Main Library as the leased asset
securing the Series 2011A and Series 2011B will require the City to obtain a new title
insurance policy for the structure. The estimated cost of the premium will be $30,000.
In addition, there will be an estimated $10,000 in outside legal costs related to the
substitution. These are one -time costs and will be recorded at account 01274.544390.
Required budget changes will be included in the FY 2015 -17 Proposed Budget.
Prepared By: David Carr, Assistant City Treasurer
Approved:
1
J ,' ; u
Gigi Deca a valles- Hughes
Director of Finance
Forwarded to Council:
Elaine Polachek
Interim City Manager
Attachments:
A: First Amendment to Ground Lease
B: First Amendment to Lease Agreement
C: First Amendment to Assignment Agreement
D1: Resolution Approving the Substitution and Release of Property — City Council
Series
D2: Resolution Approving the Substitution and Release of Property— Public Financing
Authority Series
K
Attachment A
First Amendment to Ground Lease
TO BE RECORDED AND WHEN RECORDED
RETURN TO:
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, 32nd Floor
Los Angeles, California 90017
Attention: Laura Goo
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY
TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE
AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
t!!
by and between
and
SANTA MONICA
k1
Dated as of 1, 2015
OHSUSA:762107685.2
IWI;�Irr_ujIpeIAMIMIX1 9M ►171NII .V`f�l
THIS FIRST AMENDMENT TO GROUND LEASE (this "First Amendment to
Ground Lease "), executed and entered into as of 1, 2015, is by and between the CITY
OF SANTA MONICA, a municipal corporation and charter city organized and existing under the
laws of the State of California (the "City "), as lessor, and the SANTA MONICA PUBLIC
FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of
the State of California (the "Authority "), as lessee.
RECITALS
WHEREAS, in order to finance a portion of the costs of the acquisition, construction and
installation of certain capital improvements constituting a public parking garage and related
improvements, facilities and equipment (the "2002 Project "), and to refinance a portion of the
costs of the acquisition, construction and installation of certain capital improvements constituting
a public safety facility and related improvement, facilities and equipment (the "2011 Project "),
the City leased certain real property, and the improvements thereon (the "Original Property "), to
the Authority pursuant to the Ground Lease, dated as of November 1, 2011 (the "Ground
Lease "), which was recorded on November 15, 2011 in the official records of Los Angeles
County as Document No. 20111546205;
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority leased the Original Property to the City pursuant to the Lease Agreement, dated as of
November 1, 2011 (the "Lease Agreement"), a memorandum of which was recorded on
November 15, 2011 in the official records of Los Angeles County as Document No.
20111546206;
WHEREAS, in order to provide funds to refinance the 2002 Project and finance the 2011
Project, the Authority issued its Santa Monica Public Financing Authority Lease Revenue Bonds,
Series 2011A, and its Santa Monica Public Financing Authority Lease Revenue Refunding
Bonds, Series 2011B, pursuant to the Indenture, dated as of November 1, 2011 (the "Indenture "),
by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (the "Trustee ");
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority assigned without recourse certain of its rights in the Ground Lease and the Lease
Agreement, including its right to receive base rental payments from the City pursuant to the
Ground Lease, to the Trustee pursuant to the Assignment Agreement, dated as of November 1,
2011 (the "Assignment Agreement "), which was recorded on November 15, 2011 in the official
records of Los Angeles County as Document No. 20111546207 (capitalized undefined terms
used herein have the meanings ascribed thereto in the Lease Agreement);
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the specific
conditions precedent set forth therein, the City shall have the right to substitute alternate real
property for any portion of the Original Property and to release a portion of the Original Property
from the Lease Agreement;
OHSUSA:762107685.2
WHEREAS, the City has determined to substitute the real property, and the
improvements thereon, described on Exhibit A hereto (the "Property ") for the Original Property
and to release the Original Property from the Ground Lease and the Lease Agreement;
WHEREAS, the conditions precedent to such substitution of the Property and release of
the Original Property set forth in Section 9.03 of the Lease Agreement have been satisfied;
WHEREAS, the City and the Authority desire that the description of the real property
and the improvements thereto set forth in the Ground Lease, the Lease Agreement and the
Assignment Agreement be amended in order to provide for such substitution and release;
WHEREAS, Section 10.07 of the Lease Agreement provides that the Lease Agreement
and the Ground Lease and the rights and obligations of the Authority and the City thereunder
may be amended at any time by an amendment thereto which shall become binding upon
execution by the Authority and the City, without the written consents of any Owners, but only to
the extent permitted by law, in order to provide for the substitution or release of a portion of the
Original Property in accordance with the provisions of Section 9.03 of the Lease Agreement;
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and entering into
of this First Amendment to Ground Lease do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the parties hereto are now duly
authorized to execute and enter into this First Amendment to Ground Lease;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
and covenants contained herein and for other valuable consideration, the parties hereto do hereby
agree as follows:
PART 1
AMENDMENT
Part I.I. Amendment to Exhibit A. The description of the Property set forth in Exhibit
A to the Ground Lease is hereby amended to read in full as set forth in Exhibit A hereto.
PART 2
MISCELLANEOUS
Part 2.1. Effect of First Amendment to Ground Lease. This First Amendment to
Ground Lease and all of the terms and provisions herein contained shall form part of the Ground
Lease as fully and with the same effect as if all such terms and provisions had been set forth in
the Ground Lease. The Ground Lease is hereby ratified and confirmed and shall continue in full
force and effect in accordance with the terms and provisions thereof, as heretofore amended and
supplemented, and as amended and supplemented hereby. If there shall be any conflict between
the terms of this First Amendment to Ground Lease and the terms of the Ground Lease (as in
effect on the day prior to the effective date of this First Amendment to Ground Lease), the terms
of this First Amendment to Ground Lease shall prevail.
OHSUSA:762107685.2 2
Part 2.2. Execution in Counterparts. This First Amendment to Ground Lease may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.
Part 2.3. Effective Date. This First Amendment to Ground Lease shall become effective
on 2015.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Ground Lease to be executed by their respective officers thereunto duly authorized, all as of the
day and year first written above.
CITY OF SANTA MONICA
ATTEST:
City Clerk
APPROVED AS TO FORM:
Marsha Jones Moutrie, City Attorney
SANTA MONICA PUBLIC FINANCING
AUTHORITY
an
ATTEST:
Secretary
APPROVED AS TO FORM:
Marsha Jones Moutrie, Authority Counsel
J 16Y I bYsW GY i U Y L r i: i� ! d
EXHIBIT A
DESCRIPTION OF THE PROPERTY
All that real property situated in the County of Los Angeles, State of California, described
as follows, and any improvements thereto:
LOTS P, Q, R AND S, BLOCK 172, OF THE TOWN OF SANTA MONICA, THE CITY OF SANTA
MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOOK 3, PAGES 80 AND 81,
AND IN BOOK 39 PAGES 45 ET SEQ. OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER.
APN: 4291- 016 -902
OHSUSA:762107685.2 A -I
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On
ss
2015, before me,
Notary Public,
personally appeared 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.
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.
Signature
OHSUSA:762I07685.2
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 2015, before me, , Notary Public, personally
appeared 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.
Signature
OHSUSA:762107685.2
[SEAL]
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in the real property conveyed by the First
Amendment to Ground Lease, dated as of 1, 2015, from the City of Santa Monica,
a municipal corporation and charter city organized and existing under the laws of the State of
California, to the Santa Monica Public Financing Authority (the "Authority "), a joint powers
authority organized and existing under the laws of the State of California , is hereby accepted by
the Authority on 2015 (or by the undersigned officer or agent on behalf of the
Authority pursuant to authority conferred by resolution of the Board of Directors of the Authority
adopted on , 2015), and the Authority consents to the recordation thereof by its duly
authorized officer.
Dated: 2015
SANTA MONICA PUBLIC FINANCING
AUTHORITY
am
OHSUSA:762107685.2
Attachment B
First Amendment to Lease Agreement
TO BE RECORDED AND WHEN RI
RETURN TO:
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, 32" `' Floor
Los Angeles, California 90017
Attention: Greg Harrington, Esq.
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY
TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE
AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
r. IJLVJ I ,
by and between
and
SANTA MONICA
PUBLIC FINANCING AUTHORITY
Dated as of 1, 2015
OHSUSA:762098476.2
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "First Amendment to
Lease "), dated as of 1, 2015, is by and between the CITY OF SANTA MONICA, a
municipal corporation and charter city organized and existing under the laws of the State of
California (the "City "), as lessee, and the SANTA MONICA PUBLIC FINANCING
AUTHORITY, a joint powers authority organized and existing under the laws of the State of
California (the "Authority "), as lessor.
RECITALS
WHEREAS, in order to finance a portion of the costs of the acquisition, construction and
installation of certain capital improvements constituting a public parking garage and related
improvements, facilities and equipment (the "2002 Project "), and to refinance a portion of the
costs of the acquisition, construction and installation of certain capital improvements constituting
a public safety facility and related improvement, facilities and equipment (the "2011 Project"),
the City leased certain real property, and the improvements thereon (the "Original Property "), to
the Authority pursuant to the Ground Lease, dated as of November 1, 2011 (the "Ground
Lease "), which was recorded on November 15, 2011 in the official records of Los Angeles
County as Document No. 20111546205;
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority leased the Original Property to the City pursuant to the Lease Agreement, dated as of
November 1, 2011 (the "Lease Agreement "), a memorandum of which was recorded on
November 15, 2011 in the official records of Los Angeles County as Document No.
20111546206;
WHEREAS, in order to provide funds to refinance the 2002 Project and finance the 2011
Project, the Authority issued its Santa Monica Public Financing Authority Lease Revenue Bonds,
Series 2011A, and its Santa Monica Public Financing Authority Lease Revenue Refunding
Bonds, Series 2011B, pursuant to the Indenture, dated as of November 1, 2011 (the "Indenture "),
by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (the "Trustee ");
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority assigned without recourse certain of its rights in the Ground Lease and the Lease
Agreement, including its right to receive base rental payments from the City pursuant to the
Ground Lease, to the Trustee pursuant to the Assignment Agreement, dated as of November 1,
2011 (the "Assignment Agreement "), which was recorded on November 15, 2011 in the official
records of Los Angeles County as Document No. 20111546207 (capitalized undefined terms
used herein have the meanings ascribed thereto in the Lease Agreement);
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the specific
conditions precedent set forth therein, the City shall have the right to substitute alternate real
property for any portion of the Original Property and to release a portion of the Original Property
from the Lease Agreement;
OHSUSA:762098476.2
WHEREAS, the City has determined to substitute the real property, and the
improvements thereon, described on Exhibit A hereto (the "Property ") for the Original Property
and to release the Original Property from the Lease Agreement;
WHEREAS, the conditions precedent to such substitution of the Property and release of
the Original Property set forth in Section 9.03 of the Lease Agreement have been satisfied;
WHEREAS, the City and the Authority desire that the description of the real property
and the improvements thereto set forth in the Ground Lease, the Lease Agreement and the
Assignment Agreement be amended in order to provide for such substitution and release;
WHEREAS, Section 10.07 of the Lease Agreement provides that the Lease Agreement
and the Ground Lease and the rights and obligations of the Authority and the City thereunder
may be amended at any time by an amendment thereto which shall become binding upon
execution by the Authority and the City, without the written consents of any Owners, but only to
the extent permitted by law, in order to provide for the substitution or release of a portion of the
Original Property in accordance with the provisions of Section 9.03 of the Lease Agreement;
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and entering into
of this First Amendment to Lease do exist, have happened and have been performed in regular
and due time, form and manner as required by law, and the parties hereto are now duly
authorized to execute and enter into this First Amendment to Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained,
the parties hereto agree as follows:
PART 1
AMENDMENT
Part 1.1. Amendment to Exhibit A. The description of the Property set forth in Exhibit
A to the Lease Agreement is hereby amended to read in full as set forth in Exhibit A hereto.
PART
MISCELLANEOUS
Part 2.1. Effect of First Amendment to Lease. This First Amendment to Lease and all
of the terms and provisions herein contained shall form part of the Lease Agreement as fully and
with the same effect as if all such terms and provisions had been set forth in the Lease
Agreement. The Lease Agreement is hereby ratified and confirmed and shall continue in full
force and effect in accordance with the terms and provisions thereof, as heretofore amended and
supplemented, and as amended and supplemented hereby. If there shall be any conflict between
the terms of this First Amendment to Lease and the terms of the Lease Agreement (as in effect on
the day prior to the effective date of this First Amendment to Lease), the terms of this First
Amendment to Lease shall prevail.
OHSUSA:762098476.2 2
Part 2.2. Execution in Counterparts. This First Amendment to Lease may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same
instrument.
Part 2.3. Effective Date. This First Amendment to Lease shall become effective on
12015.
OHSUSA:762098476.2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Lease to be executed by their respective officers thereunto duly authorized, all as of the day and
year first written above.
ATTEST:
Sarah P. Gorman, City Clerk
APPROVED AS TO FORM:
Marsha Jones Moutrie, City Attorney
SANTA MONICA PUBLIC FINANCING
AUTHORITY
ATTEST:
Sarah P. Gorman, Secretary
APPROVED AS TO FORM:
Marsha Jones Moutrie, Authority Counsel
OHSUSA:762098476.2 4
EXHIBIT A
DESCRIPTION OF THE PROPERTY
All that real property situated in the County of Los Angeles, State of California, described
as follows, and any improvements thereto:
LOTS P, Q, R AND S, BLOCK 172, OF THE TOWN OF SANTA MONICA, THE CITY OF SANTA
MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOOK 3, PAGES 80 AND 81,
AND IN BOOK 39 PAGES 45 ET SEQ. OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER.
APN: 4291- 016 -902
OHSUSA:762098476.2 A -1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On 2015, before me, , Notary Public,
personally appeared 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.
Signature
ORSUSA:762098476.2
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On 2015, before me, , Notary Public,
personally appeared 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.
Signature
OHSUSA:7620984762
[SEAL]
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in the real property conveyed by the First
Amendment to Lease Agreement, dated as of 1, 2015, from the Santa Monica
Public Financing Authority, a joint powers authority organized and existing under the laws of the
State of California, to the City of Santa Monica (the "City "), a municipal corporation and charter
city organized and existing under the laws of the State of California, is hereby accepted by the
City on 2015 (or by the undersigned officer or agent on behalf of the City pursuant
to authority conferred by resolution of the City Council of the City adopted on , 2015),
and the City consents to the recordation thereof by its duly authorized officer.
Dated: 2015
WWWO],1F.Y1► WW CIJ&W,
C
OHSUSA:762098476.2
Attachment C
First Amendment to Assignment Agreement
TO BE RECORDED AND WHEN R]
RETURN TO:
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, 32 "d Floor
Los Angeles, California 90017
Attention: Greg Harrington, Esq.
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY
TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE
AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
by and between
MONICA SANTA
' 1'
and
AS TRUSTEE
Dated as of 1, 2015
OHSUSA:762107749.2
FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
THIS FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (this "First
Amendment to Assignment'), dated as of 1, 2015, is by and between the SANTA
MONICA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing
under the laws of the State of California (the "Authority "), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association organized and existing
under the laws of the United States of America, as Trustee (the "Trustee ").
RECITALS
WHEREAS, in order to finance a portion of the costs of the acquisition, construction and
installation of certain capital improvements constituting a public parking garage and related
improvements, facilities and equipment (the "2002 Project'), and to refinance a portion of the
costs of the acquisition, construction and installation of certain capital improvements constituting
a public safety facility and related improvement, facilities and equipment (the "2011 Project'),
the City leased certain real property, and the improvements thereon (the "Original Property "), to
the Authority pursuant to the Ground Lease, dated as of November 1, 2011 (the "Ground
Lease "), which was recorded on November 15, 2011 in the official records of Los Angeles
County as Document No. 20111546205;
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority leased the Original Property to the City pursuant to the Lease Agreement, dated as of
November 1, 2011 (the "Lease Agreement'), a memorandum of which was recorded on
November 15, 2011 in the official records of Los Angeles County as Document No.
20111546206;
WHEREAS, in order to provide funds to refinance the 2002 Project and finance the 2011
Project, the Authority issued its Santa Monica Public Financing Authority Lease Revenue Bonds,
Series 2011A, and its Santa Monica Public Financing Authority Lease Revenue Refunding
Bonds, Series 2011B, pursuant to the Indenture, dated as of November 1, 2011 (the "Indenture "),
by and among the Authority, the City and the Trustee;
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority assigned without recourse certain of its rights in the Ground Lease and the Lease
Agreement, including its right to receive base rental payments from the City pursuant to the
Ground Lease, to the Trustee pursuant to the Assignment Agreement, dated as of November 1,
2011 (the "Assignment Agreement'), which was recorded on November 15, 2011 in the official
records of Los Angeles County as Document No. 20111546207 (capitalized undefined terms
used herein have the meanings ascribed thereto in the Lease Agreement);
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the specific
conditions precedent set forth therein, the City shall have the right to substitute alternate real
property for any portion of the Original Property and to release a portion of the Original Property
from the Lease Agreement;
OHSUSA:762107749.2
WHEREAS, the City has determined to substitute the real property, and the
improvements thereon, described on Exhibit A hereto (the "Property ") for the Original Property
and to release the Original Property from the Lease Agreement;
WHEREAS, the conditions precedent to such substitution of the Property and release of
the Original Property set forth in Section 9.03 of the Lease Agreement have been satisfied;
WHEREAS, the City and the Authority desire that the description of the real property
and the improvements thereto set forth in the Ground Lease, the Lease Agreement and the
Assignment Agreement be amended in order to provide for such substitution and release; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and entering into
of this First Amendment to Assignment do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the parties hereto are now duly
authorized to execute and enter into this First Amendment to Assignment;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained,
the parties hereto agree as follows:
PART 1
AMENDMENT
Part I.I. Amendment to Exhibit A. The description of the Property set forth in Exhibit
A to the Assignment Agreement is hereby amended to read in full as set forth in Exhibit A
hereto.
PART 2
MISCELLANEOUS
Part 2.1. Effect of First Amendment to Assignment. This First Amendment to
Assignment and all of the terms and provisions herein contained shall form part of the
Assignment Agreement as fully and with the same effect as if all such terms and provisions had
been set forth in the Assignment Agreement. The Assignment Agreement is hereby ratified and
confirmed and shall continue in full force and effect in accordance with the terms and provisions
thereof, as heretofore amended and supplemented, and as amended and supplemented hereby. If
there shall be any conflict between the terms of this First Amendment to Assignment and the
terms of the Assignment Agreement (as in effect on the day prior to the effective date of this
First Amendment to Assignment), the terms of this First Amendment to Assignment shall
prevail.
Part 2.2. Execution in Counterparts. This First Amendment to Assignment may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.
OHSUSA:762107749.2 2
Part 2.3. Effective Date. This First Amendment to Assignment shall become effective
on 2015.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Assignment to be executed by their respective officers thereunto duly authorized, all as of the day
and year first written above.
SANTA MONICA PUBLIC FINANCING
AUTHORITY
an
ATTEST:
Sarah P. Gorman, Secretary
APPROVED AS TO FORM:
Marsha Jones Moutrie, Authority Counsel
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
OHSUSA:762107749.2
EXHIBIT A
DESCRIPTION OF THE PROPERTY
All that real property situated in the County of Los Angeles, State of California, described
as follows, and any improvements thereto:
LOTS P, Q, R AND S, BLOCK 172, OF THE TOWN OF SANTA MONICA, THE CITY OF SANTA
MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOOK 3, PAGES 80 AND 81,
AND IN BOOK 39 PAGES 45 ET SEQ. OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER.
APN: 4291- 016 -902
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On 2015, before me, I Notary Public,
personally appeared 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.
Signature
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[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On 2015, before me, , Notary Public,
personally appeared , 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 aelmowledged 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.
Signature
OHSUSA:762107749.2
[SEAL]
RESOLUTION NO. (CCS)
(CITY COUNCIL SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA APPROVING THE SUBSTITUTION AND RELEASE OF
PROPERTY LEASED IN CONNECTION WITH THE SANTA MONICA
PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES
2011A, AND SANTA MONICA PUBLIC FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS, SERIES 2011B,
AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF
A FIRST AMENDMENT TO GROUND LEASE AND A FIRST
AMENDMENT TO LEASE AGREEMENT IN CONNECTION
THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, in order to finance a portion of the costs of the acquisition, construction and
installation of certain capital improvements constituting a public parking garage and related
improvements, facilities and equipment (the "2002 Project'), and to refinance a portion of the
costs of the acquisition, construction and installation of certain capital improvements constituting
a public safety facility and related improvement, facilities and equipment (the "2011 Project "),
the City of Santa Monica (the "City ") leased certain real property, and the improvements thereon
(the "Original Property "), to the Santa Monica Public Financing Authority (the "Authority ")
pursuant to the Ground Lease, dated as of November 1, 2011 (the "Ground Lease ");
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority leased the Original Property to the City pursuant to the Lease Agreement, dated as of
November 1, 2011 (the "Lease Agreement');
WHEREAS, in order to provide funds to refinance the 2002 Project and finance the 2011
Project, the Authority issued its Santa Monica Public Financing Authority Lease Revenue Bonds,
Series 2011A, and its Santa Monica Public Financing Authority Lease Revenue Refunding
Bonds, Series 2011B, pursuant to the Indenture, dated as of November 1, 2011 (the "Indenture "),
by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (the "Trustee ");
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project, the
Authority assigned without recourse certain of its rights in the Ground Lease and the Lease
Agreement, including its right to receive base rental payments from the City pursuant to the
Ground Lease, to the Trustee pursuant to the Assignment Agreement, dated as of November 1,
2011 (the "Assignment Agreement') (capitalized undefined terms used herein have the meanings
ascribed thereto in the Lease Agreement);
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the specific
conditions precedent set forth therein, the City shall have the right to substitute alternate real
property for any portion of the Original Property and to release a portion of the Original Property
from the Lease Agreement;
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WHEREAS, the City has determined to substitute certain real property, and the
improvements thereon, as further described herein (the "Property "), for the Original Property and
to release the Original Property from the Ground Lease and the Lease Agreement;
WHEREAS, the City and the Authority desire that the description of the real property
and the improvements thereto set forth in the Ground Lease, the Lease Agreement and the
Assignment Agreement be amended in order to provide for such substitution and release;
WHEREAS, Section 10.07 of the Lease Agreement provides that the Lease Agreement
and the Ground Lease and the rights and obligations of the Authority and the City thereunder
may be amended at any time by an amendment thereto which shall become binding upon
execution by the Authority and the City, without the written consents of any Owners, but only to
the extent permitted by law, in order to provide for the substitution or release of a portion of the
Original Property in accordance with the provisions of Section 9.03 of the Lease Agreement;
WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Ground Lease (such First Amendment to Ground Lease, in the
form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "First Amendment to Ground Lease ");
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Ground Lease;
WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Lease Agreement (such First Amendment to Lease Agreement,
in the form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "First Amendment to Lease
Agreement');
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Lease Agreement;
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the First Amendment to Ground Lease; and
(b) the First Amendment to Lease Agreement;
WHEREAS, the City desires to authorize the execution of such documents and the
performance of such acts as may be necessary or desirable to effect the substitution and release
of the property, and improvements thereon, leased pursuant to the Ground Lease and the Lease
Agreement; and
WHEREAS, all acts, conditions and things required by the Constitution, laws of the
State of California and the City Charter of the City to exist, to have happened and to have been
performed precedent to and in connection with the consummation of the transactions authorized
hereby do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and the City is now duly authorized and empowered, pursuant to
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each and every requirement of law, to consummate such transactions for the purpose, in the
manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVER by the City Council of the City of Santa
Monica, as follows:
Section 1. The foregoing recitals are true and correct, and the City Council of the City
(the "City Council ") so finds and determines.
Section 2. The substitution of the Property, as the property leased pursuant to the
Ground Lease and the Lease Agreement, for the Original Property, as the property leased
pursuant to the Ground Lease and the Lease Agreement, and the release of the Original Property
from the Ground Lease and the Lease Agreement is hereby approved.
Section 3. The form of the First Amendment to Ground Lease, on file with the City
Clerk of the City (the "City Clerk "), is hereby approved. Each of the Mayor of the City, or such
other member of the City Council as the Mayor may designate, the City Manager of the City, the
Director of Finance /Treasurer of the City and the Assistant Treasurer of the City (each, an
"Authorized Officer ") is hereby authorized, and any one of the Authorized Officers is hereby
directed, for and in the name of the City, to execute and deliver the First Amendment to Ground
Lease in the form submitted to this meeting, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or approval to
be conclusively evidenced by the execution of the First Amendment to Ground Lease by such
Authorized Officer.
Section 4. The form of the First Amendment to Lease Agreement, on file with the City
Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of
the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver
the First Amendment to Lease Agreement in the form submitted to this meeting, with such
changes, insertions and omissions as the Authorized Officer executing the same may require or
approve, such requirement or approval to be conclusively evidenced by the execution of the First
Amendment to Lease Agreement by such Authorized Officer.
Section 5. The Authorized Officers and the officers and employees of the City are, and
each of them is, hereby authorized and directed, for and in the name of the City to do any and all
things and to execute and deliver any and all documents, including quitclaim deeds, which they
or any of them deem necessary or advisable in order to consummate the transactions
contemplated by this Resolution and otherwise to carry out, give effect to and comply with the
terms and intent of this Resolution.
Section 6. All actions heretofore taken by the officers and employees of the City with
respect to the substitution of the Property for the Original Property and the release of the Original
Property from the Ground Lease and the Lease Agreement, or in connection with or related to
any of the agreements or documents referred to herein, are hereby approved, confirmed and
ratified.
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Section 7. The City Clerk shall certify to the adoption of this Resolution and thenceforth
and thereafter the same shall be in full force and effect.
APPROVED AS TO FORM:
Marsha Jones Moutrie, City Attorney
Adopted and approved this 9th day of June, 2015.
Mayor
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I hereby certify that the foregoing Resolution No. (CCS) was duly adopted
by the City Council of the City of Santa Monica at a meeting thereof held on June 9, 2015 by the
following Council vote:
Ayes: Councilmembers:
Noes: Councilmembers:
Abstain: Councilmembers:
Absent: Councilmembers:
ATTEST:
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City Clerk
Attachment D1
Resolution Approving the Substitution and Release of Property ® City
Council Series
Attachment D2
Resolution Approving the Substitution and Release of Property—
Public Financing Authority Series
Reference:
Lease No. 10079
(CCS)
E19
Resolution No. 10882
(CCS)
0
11
(PEAS)