October 5, 2016 Special Meeting



Jim Friedman, Chairman

Everard Ashworth, Vice Chairman

Bruce E. Smith, Commissioner

Nikos Valance, Commissioner

Bruce Brennan, Commissioner


Oscar Peña, General Manager

Timothy Gosney, Legal Counsel

Jessica Rauch, Clerk of the Board



OCTOBER 5, 2016 AT 7:00PM



The Board will convene in Open Session at the Port District Office located at 1603 Anchors Way Drive for its Regular Meeting at 7:00PM.


CALL TO ORDER: By Chair Jim Friedman.

PLEDGE OF ALLEGIANCE: By Chair Jim Friedman.

ROLL CALL: By the Clerk of the Board.


Consider and approve, by majority vote, minor revisions to agenda items and/or attachments and any item added to, or removed/continued from the Port Commission’s agenda. Administrative Reports relating to this agenda and materials related to an item on this agenda submitted after distribution of the agenda packet are available for public review at the Port District’s office located at 1603 Anchors Way Drive, Ventura, CA during business hours as well as on the District’s website – www.venturaharbor.com (Public Notices). Each item on the agenda shall be deemed to include action by an appropriate motion, resolution or ordinance to take action on any item.


The Public Communications period is set aside to allow public testimony on items not on today’s agenda. Each person may address the Commission for up to three minutes or at the discretion of the Chair.


  1. Approval of Lease of Parcels 15, 16, 18 to Portside Partners-Ventura Harbor, LLC

Recommended Action: Roll Call Vote.

That the Board of Port Commissioners:

  1. Adopt Resolution No. 3318 taking the following actions:

a. Approving the assignment of the Option to Lease Parcels 15, 16 and 18, dated September 2, 2002 (“Option to Lease”) from Sondermann Ring Partners – Ventura Harbor LLC, (“SRP/LLC”) successor-in-interest to SRP/LP by operation of law, to Portside Partners – Ventura Harbor, LLC, a Delaware limited liability company (“PPVH”); and

b. Approving the Fifteenth Amendment to the Option to Lease, as previously amended, the focus of which is to (i) update to legal description for the premises subject to the option, (ii) delete obsolete provisions of the option, (iii) revise the closing process to conform to the form and method of financing for the development, (iv) amend and update the Schedule of Performance (Exhibit C) and the Schedule of Documents Proving/Constituting Satisfaction of the Conditions Precedent to Exercise of the Option (Exhibit F) and update the project description to conform to the actions and approvals from the California Coastal Commissions;

  1. Adopt Resolution No. 3319 taking the following actions:

a. Approving the construction loan financing for the development, being the first part of the Initial Financing Event under the Ground Lease, and several related loan documents, between PPVH and PNC Bank, National Association (“PNC Bank”) as the agent for CIT Bank, N.A., and PNC Bank (collectively “Lenders”), in the amount of $71,700,000.00 to fund the cost of constructing the planned improvements on Parcels 15, 16 and 18; and

b. Authorizing the General Manager to execute on behalf of the District the Ground Lease Estoppel Certificate relating to the Initial Financing Event (not including the permanent take-out loan), a copy of which is attached to the Resolution and which identifies the other loan documents in Exhibit C to the Ground Lease Estoppel Certificate, all of which are approved by the District pursuant to Resolution No. 3319; and

  1. Adopt Resolution No. 3320 authorizing the General Manager to execute on behalf of the Ventura Port District the Ground Lease attached as Exhibit B to the Option to Lease and a Memorandum of Lease, at such time as the General Manager and District General Counsel have confirmed that all conditions precedent to the proper exercise of the Option to Lease have been met and/or satisfied, and to sign escrow instructions and conditionally deposit the executed Ground Lease and certified copies of Resolution Nos. 3318, 3319 and 3320 with Commonwealth Title Company, as the escrow agent for PPVH, PNC Bank and the District relating to the concurrent closing of the construction loan portion of the Initial Financing Event between PPVH and PNC Bank, and the execution and effectiveness of the Ground Lease between PPVH and the District.


This agenda was posted on Friday, September 30, 2016 at 5:00 p.m. at the Port District Office and on the Internet – www.venturaharbor.com (Port Commission).

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Ventura Port District at (805) 642-8538. Notification 48 hours before the meeting will enable the District to make reasonable arrangements to ensure accessibility.  (28 CFR ADA Title II)