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HomeMy WebLinkAboutBANK OF NEW YORK MELLON TRUST COMPANY, N.A., THE (4).A- 2014 -133 -C AFTER RECORDATION RETURN TO: Quint & Thimmig LLP 900 Larkspur Landing Circle, Suite 270 Larkspur, CA 94939 -1726 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11928 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THUS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNLk GOVERNMENT CODE. MEMORANDUM OF LEASE AGREEMENT This MEMORANDUM OF LEASE AGREEMENT (this "Memorandum of Lease Agreement "), is entered into as of June 1, 2014, by and between the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessor (the "Authority "), and the CITY OF SANTA ANA, a municipal corporation and chartered city organized and existing under the laws of the State of California, as lessee (the "City "), who agree as follows: Section 1. The Lease. The City leases from the Authority and the Authority leases to the City, certain real property described in Section 2 hereof, and the improvements situated upon said real property, upon the terns and conditions, and for the term, more fully set forth in the Lease Agreement, dated as of June 1, 2014, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement "), all of the provisions of which are hereby incorporated into this Memorandum of Lease Agreement by reference. Section 2. Leased Premises: Terrn. The Authority leases, lets arid demises unto the City and the City leases, hires and takes from the Authority, those certain parcels of real property situated in Orange County, State of Califorrria, more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the "Site "), and those certain improvements on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (the "Facility "). The Lease Agreement is for a term commencing on the date of recordation of this Memorandum of Lease Agreement and ending on July 1, 2028, or such earlier or later date on which the Lease Payments (as defined in the Lease Agreement) are paid in full or provision has been made for such payment in accordance with the Lease Agreement. Section 3. Assi , ,Bent Agreement of Lessor's Rights Under Lease Agreement. Pursuant to an assignment agreement, dated as of June 1, 2014, . by and between the Authority and U.S. Bank National Association, as agent, on behalf of TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama corporation, and Capital One Public Funding, LLC, as assignees (collectively, the "Assignees "), recorded concurrently herewith, the Authority has assigned, transferred and delivered to the Assignees, all of its rights, title and interest in, to and under the Site and Facility Lease (as defined in the Lease Agreement) and the Lease Agreement. Section 4, Provisions Bindin on Successors and Assigns. Subject to the provisions of the Lease Agreement relating to assignment and subletting, the Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns, including the Assignees. Section 5. Purpose of_..Memorandum. Th s Memorandum of Lease Agreement is prepared for the purpose of recordation, and it in no way modifies the provisions of the Lease Agreement. Section b. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -2- [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] EXHIBIT A 1 BURN NIw_Y_[ON[670OU: 61YII M All that certain real property situated in Orange County, State of California, described as follows: Those portions of Lots 4 and 5 in Block B, Lots 1 through 5, inclusive, in Block C, and Lots 1,2 and 3 in Block F, all of the Ross Addition to Santa Ana as shown on the map filed in Book 3, Pages 534 and 535 of Miscellaneous Records, in the office of the County Recorder of Los Angeles County, California; together with those portions of Lots 1 through 5, inclusive, and Lots 12 through 16, inclusive, all of Stout's Addition to Santa Ana, as shown on the map filed in Book 6, Page 28 of Miscellaneous Maps, in the office of the Co mty Recorder of Orange County, California; together with those portions of Lots 1 through 4, inclusive, and Lots 21 through 24, inclusive, all of Geo. W. Ford's Addition to Santa Ana as shown on the map filed in Book 25, Pages 62 of said Miscellaneous Records of Los Angeles County; together with those portions of Lots 1 through 4, inclusive of the Chilton Tract Addition to Santa Ana as shown on the map filed in Book 34, Page 93 of said Miscellaneous Records of Los Angeles County; together with those portions of Sixth Street, Van Ness Street, Parton Street and the alley within said Geo. W. Ford's Addition to Santa Ana as abandoned by City Resolutions, all being in the City of Santa Ana, County of Orange, State of California, described as a whole as follows: Commencing at the centerline intersection of Ross Street and Civic Center Drive as said intersection is shown on Record of Survey 95 -1031 as filed in Book 149, Pages 49 and 50 of Records of Survey, in said office of the County Recorder of Orange County, California; thence along said centerline of Ross Street South 09723" East 943.49 feet to the centerline intersection of Ross Street and Santa Ana Boulevard as shown on said Record of Survey; thence leaving said centerline of Ross Street, along said centerline of Santa Ana Boulevard, the following courses: South 49 °02'03" West 248.90 feet to the beginning of a curve concave Northwesterly having a radius of 800.00 feet, and Southwesterly 79.51 feet along said curve through a central angle of 5 °41'39'; thence leaving said centerline non - tangent North 35 °16'18" West 54.00 feet to the Northwesterly right -of -way line of said Santa Ana Boulevard, said point also being the most Southerly corner of the land as described in the Grant Deed to the State of California recorded September 26, 2007 as Instrument No. 2007000582904 of Official Records, in the office of said County Recorder of Orange County; thence along the Westerly and Northerly lines of said Grant Deed, the following courses: North 09723" West 342.65 feet, North 89 °22'37" East 66.00 feet and North 09723" West 43.99 feet to the TRUE POINT OF BEGINNING; thence continuing along said Westerly and Northerly lines and the general Northwesterly line of said Grant Deed, the following courses: North 0 °3723" West 7.09 feet to the beginning of a non- tangent curve concave Northwesterly having a radius of 33.00 feet, a radial line of said curve to said point bears South 574722" East, Northeasterly and Northerly 19.53 feet along said curve through a central angle of 335420 ", North 1 °41'42" West 5.71 feet to the beginning of a curve concave Southeasterly having a radius of 18.00 feet, Northerly and Northeasterly 14.69 feet along said curve through a central angle of 46 °44'51 ", North 45 °03'09" East 31.20 feet to the beginning of a curve concave Westerly having a radius of 26.00 feet, Northeasterly, Northerly and Northwesterly 32.33 feet along said curve through a central angle of 71 °14'38 ", non - tangent North 45'01'29" East 0.66 feet and North 89 °57'38" East 138.81 feet to the Westerly right -of -way line of said Ross Street, said Westerly right -of -way line being parallel with and 40.00 feet Westerly of said centerline of Ross Street; thence leaving said Northerly line along said Westerly right -of -way line North 09723" West 253.01 feet to the Northerly line of said Lot 5 of Stout's Addition to Santa Ana; thence leaving said Westerly right -of -way line along said Northerly line of Lot 5 and its Westerly prolongation South 89 °57'41" West 220.00 feet to a line being parallel with and 220.00 feet Westerly of said Westerly right -of- way line of Ross Street; thence leaving said Westerly prolongation along said parallel line South 003723" East 100.00 feet; thence leaving said parallel line South 89 °57'41" West 500.00 feet; thence South 0'02'19" East 250.00 feet to a line bearing North 89 °57'41" East and passing through the TRUE POINT OF BEGS\ NING; thence North 89 °57'41" East 545.08 feet to the TRUE POINT OF BEGINNING. Containing an area of 4.292 acres, more or less. Exhibit A EXHIBIT B DESCRIPTION OF THE FACILITY The Facility consists of Santa Ana City Hall, an 8 -story building, 127,302 square feet, current value of $33,523,899, and the Ross Annex, a 4 -story building, 68,823 square feet, valued at $18,624,187. Santa Ana City Hall houses many of the City's General Service departments such as City Manager's Office, Mayor and City Council offices, City Attorney, HR, Finance Department as well as grant related department such as Community Development and Housing Authority. Furthermore, City Hall houses critical infrastructure necessary for the day -to-day operations of the City such as the main IT data center, Telecommunications, Traffic Management Center, main electrical switch, facility security systems, cashiering systems, just to mention a few. The Ross Annex houses the Planning and Building Agency including its permit and plan check counters (including Fire and PD related permits). It also houses the Finance Departments' Applications and Micro Tech Support Division. Additionally, the Ross Annex houses Public Works Agency capital projects and administration divisions, PWA /PBA data center (including GIS) and other enterprise related divisions. Furthermore, the Ross Annex houses critical revenue collection related systems, infrastructure and staff associated with municipal utility billing, business licensing, hotel visitors tax, and utility users tax. Exhibit B IN WITNESS WHEREOF, the Authority has caused this Memorandum of Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Memorandum of Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written. Attest: Attest: Maria D. Huizar Secretary Maria D. Huizar Clerk of the Council -3- SANTA ANA FINANCING AUTHORITY By David Cavazos Executive Director CITY OF SANTA ANA By _J �/� David Cavazos City Manager CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT State of California County of Orange SS City of Santa Ana On this 11th day of June, 2014, before me, Maria D. Huizar , Notary Public, personally appeared David Cavazos, City Manager who proved to me on the basis of satisfactory evidence to be the fSer�oh /persons whose na�rn� /rtame..liare subscribed to the within instrument and acknowledged to me that(N�jshe /they executed the same in r1 %her /their authorized c`dpa(tty/eapacities and that by &r✓her/their Igna e/sigrraturas on the instrument the <persart /persons, or the entity upon behalf of which the fser go- persons acted, executed the instrument. I certify under PENALTY OF PERJURY the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. NOTARYSEAL 7 MARIA D. HUIZAR 1974 i Commission # 1974202 _ '�► Notary Public • California i = Orange County n Ni Comm. Expires A r 5, 2016 CAPACITY CLAIMED BY SIGNER: ❑ Individual(s) ❑ Corporate _ ❑ Officers Title(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: Witness my hand and official seal. Signature of Notary SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: RE: BOND REFINANCE TITLE OR TYPE OF DOCUMENT: MEMORANDUM OF LEASE AGREEMENT NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: