Loading...
HomeMy WebLinkAboutCVCSF - Ground Lease - 1st Amdt.- 2016 FIRST AMENDMENT TO GROUND LEASE by and between THE CITY OF FRESNO and CENTRAL VALLEY COMMUNITY SPORTS FOUNDATION This First Amendment to Ground Lease ("Amendment') is made as of October?9 , 2016, by and between the CITY OF FRESNO, a municipal corporation ("Landlord'), and CENTRAL VALLEY COMMUNITY SPORTS FOUNDATION, a California non-profit public benefit corporation(`"Tenant'). RECITALS A. Landlord and Tenant entered into that certain Ground Lease (the "Lease') dated as of December 7, 2015 (the "Effective Date') for the ground lease of real property commonly referred to as Granite Park. Capitalized terms when used herein shall have the meanings ascribed to them in the Lease unless expressly defined otherwise herein. B. Pursuant to Section 10 of the Lease Tenant has agreed to make certain Capital Improvements to the Premises as more particularly described therein. C. Tenant has obtained a letter of interest from Clearinghouse Community Development Financial Institution ("Clearinghouse") to finance the Capital Improvements;in order to do so,Clearinghouse has requested that Landlord and Tenant enter into this Amendment. D. Paragraph 14.10 of the Lease provides that Landlord and Tenant will cooperate to amend the Lease as reasonably necessary to enable Tenant to obtain financing. NOW THEREFORE, for good and sufficient consideration,Landlord and Tenant agree as follows: 1. Commencement Date of Amendment. The commencement date of this Amendment shall be the date that Tenant and Clearinghouse execute a loan agreement (the "Clearinghouse Loan Agreement') to fund construction of the Capital Improvements. If Tenant and Clearinghouse have not executed the Clearinghouse Loan Agreement on or before January 31, 2017, this Amendment shall be null and void. 2. Assignment and Subletting. Section 12 of the Lease, Assignment and Sublettin& is hereby amended to read in its entirety as follows: 12. Assignment and Subletting. Tenant may assign its entire interest in this Lease to Clearinghouse, its successors and assigns, without the prior written consent of Landlord provided that Tenant is not in default under the Lease,and such assignee assumes 1 CenW Va ky spurs Amrndmeot to Ground Lse FoW in writing all of Tenant's obligations hereunder. Except for the foregoing, Tenant shall not assign all or any portion of this Lease or sublet any portion of the Premises without the prior written consent of Landlord. 3. MprtgW of Leasehold. Landlord hereby approves encumbering Tenant's leasehold estate with a deed of trust in favor of Clearinghouse as beneficiary in general accordance with the terms and conditions set forth in the letter of interest from Clearinghouse dated August 5,2016. 4. Protection of Lender;Lender Right to Cure. Paragraph 14.5 is hereby amended to read in its entirety as follows: 14.4 Should any event of default under this Lease occur, any Lender shall have ninety days after receipt of written notice from Landlord setting forth the nature of such event of default,within which to remedy the default; provided that in the case of a default which cannot with due diligence be cured within such ninety day period, the Lender(s) shall have the additional time reasonably necessary to accomplish the cure,provided that @ such Lender has commenced the curing within such ninety days and (h) thereafter diligently prosecutes the cure to completion. If the default is such that possession of the Premises may be reasonably necessary to remedy the default, the Lender(s) shall have a reasonable additional time after the expiration of such ninety day period, within which to remedy such default, provided that (i) the Lender(s) shall have fully cured any default in the payment of any monetary obligations of Tenant under this Lease within such ninety day period and shall continue to pay currently such monetary obligations as and when the same are due and (ii) the Lender(s) shall have acquired Tenanes leasehold estate or commenced foreclosure or other appropriate proceedings seeking such acquisition within such period, or prior thereto, and is diligently prosecuting any such proceedings. In any event, under no circumstances may Landlord terminate this Lease so long as the contractually obligated rent is being paid. 5. Protection of Lerzd4. Luxe Periods. Paragraph 14.5. is hereby amended by replacing the word"sixty"with the word"ninety"throughout said paragraph. 6. Assignment after Foreclosure. The last sentence of paragraph 14.8 is hereby amended to read in its entirety as follows: "Such Lender shall have the right to assign this Lease at any time after becoming Tenant, without the approval of Landlord, and shall be fully released from liability under the Lease from and after the date of such assignment." 7. Encumbrance of Landlord's Fee Estate. A new paragraph 14.11 is hereby added to Section 14 as follows: 14.11 Landlord may encumber its fee estate only with the prior written approval of Lender(s), which approval shall not be unreasonably withheld, delayed or conditioned. Provided that it shall be reasonable for Lender(s) to require that Landlord, Tenant and the fee lender enter into a subordination, non-disturbance and attornment agreement in commercially standard form and acceptable to Lender(s). 8. Memorandum of Lease. A new Section 38 is hereby added to the Lease as follows: 2 central Valley Spotty Amendment to Ground Lse Final 38. Memorandum of Lease. A memorandum of this Lease substantially in the form as attached hereto as Exhibit C shall be recorded in the land records of Fresno County, California, after full execution by Tenant and Clearinghouse of the Clearinghouse Loan Agreement and upon the request of the Tenant. 9. Entire Agreement. The Lease as modified by this Amendment contains all of the agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. 10. Remainder of I..ease Unmodified. Except as set forth in this Amendment,the parties agree that the Lease is unmodified and is in full force and effect. To the extent that the terms of the Lease conflict with the terms of this Amendment,the terms of this Amendment shall be controlling. 11. C_ ounte_rparts. This Amendment may be executed in counterparts and all counterparts or copies of this Amendment bearing signatures of the parties shall constitute one and the same Amendment,binding upon all parties. The parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of this Amendment with respect to the delivering party. [Signatures follow on the next page.] 3 Central valley sports Amendment to Ground Lae Final IN WITNESS WHEREOF, this Amendment is executed as of the day and year first set forth above. LANDLORD: TENANT: CITY OF FRESNO,a municipal CENTRAL VALLEY COMMUNITY corporation SPORTS FOUNDATION,a California nonprofit public benefit corporation $rucc Rudd, City Manager By: Te nce tier By. , TJ Cox,B and Member ATTEST: YVONNE SPENCE,CHIC City Clerk By:— +DYe.�l1t. Name: �' t Title: Date: _ t 2016 APPROVED AS TO FORM: DOUGLAS T.SLOAN City By. Nalt}c: Title: ATTACHMENT: Exhibit C: Form of Memorandum of Lease 4 Central Valley Sports Amendment to Ground Lsc Final 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 the document. STATE OF CALI ORNIA COUNTY OF On ,201& b fore me Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the . •rson(4 whose name( ish" subscribed to the within instrument and acknowledged to me that he%Itre/-dey executed the same in lush authorized capacity*(ie► ,and that by WsA r/their signature on the instrument the person, or the entity upon behalf of which the personW 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. LILLIA-N MJlClAi WMIIMD WITNESS�W y and and official seal. COMM. #2139669 Notary Pudic•California a Fresno County /W "r Cann►. ' Jan,9 2020 Signatur uv\I - - (affix seal in above space) Memorandum of Isasc(Central Valley Community Sports Foundation) EXHIBIT C FORM OF MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED MAIL DOCUMENT TO: Clearinghouse Community Development Financial Institution 23861 El Toro Road,Suite 401 Lake Forest,CA 92630 Attn:Loan Servicing Memorandum of Ground.Lease The undersigned hereby declare documentary transfer tax to be: 5 This MEMORANDUM OF GROUND LEASE ("Memorandum's,is executed as of , 2016, by and between the CITY OF FRESNO, a municipal corporation ("Landlord') and CENTRAL VALLEY COMMUNITY SPORTS FOUNDATION, a California nonprofit public benefit corporation ("Tenant"). I. Landlord,in consideration of the rents reserved and agreed to be paid by Tenant,and of the covenants,agreements,conditions and understandings to be performed and observed by Tenant,all as more fully set out in that certain Ground Lease executed by Landlord and Tenant, and dated as of December 7, 2015, as amended by the First Amendment to Ground Lease dated , 201 (as amended, the "Lease',has leased to Tenant certain premises located in Fresno County, California (the "Premises'), more particularly described in 1 xhibir A attached hereto. 2. The Lease commenced on December 7, 2015 and shall continue for a term of twenty-five (25)years (the"Initial Term'. Tenant has five options to extend the term of the Lease,each option period is ten(10)years. 3. This Memorandum is prepared for the purpose of recordation,and it in no way modifies the provisions of the Lease. 4. This Memorandum may be executed in duplicate counterparts, each of which shall be deemed an original. All Exhibits attached hereto are incorporated herein by reference. Mwwrandwn ofCround Late(Centril Valkr Sports Foundarion) EXECUTED as of the date first written above. LANDLORD: TENANT: CITY OF FRESNO,a municipal CENTRAL VALLEY COMMUNITY corporation SPORTS FOUNDATION, a California nonprofit public benefit corporation By: (� Bruce Rudd, City Manager By: Teranc!! l� By: Tj Cox, oarcl Member Memorandum of Lease(Central Valley Community.Sports Foundation) 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, iccuracy, or validity of the document. STATE,; 0l-'Ct1.1,1401tNl.r1 COUNTY 01: One,�iL -L320-& befar• mc, L iV �. , Notary Public,personally appeared rJ- who proved to me on the basis of satisfactory evidence to be the person(g) whose name(A) is/*rc subscribed to the within instrument and acknowledged to me that he/-s4�v executed the same in hls'4ww/ a4ti atitlionzed capaclty(i 4), and that by iiitiAm-44wi-r Sign aftlNO on the intitruinent the person), or the entity upon behalf of which the person( 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 rnhand and official seal. LILLIAM MACIV VIEW l ' COMM. #2139669 Notary Public•California o x Fresno Counly Signatzlrc My Comm,Expires Jan,9 2Q20 (affix seal in above space) \lmomidum of lx�se(Cmtral VcJlcll Community•Sports Foundation) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 ) County of,,� On �� before me, ,r��cl Date Here Insert Name and Title of the Officer dpersonally appeared h and Nam s] of Signer ) who proved to me on the basis of satisfactory evidence to be the personwwhose name(K isfa�e subscribed to the within instrument and acknowledged to me that hefshefthey executed the same in hislher{th&authorized capacity(ie*,and that by his/berftheir signature on the instrument the person(81, 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. ja7ummm"M L1Li.Y A,eAMIIElf$S 0?1lam WITNESS my hand and official seal. fi Go* QW& as Ail 112019 Le Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: - Document Date: _ Number of Pages: . Signer(s) Other Than Named Above: Capacity(lies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ©Guardian or Conservator ❑ Other: ❑-Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907