Item D-14 Agenda Report — Beverly Hills City Council, February 8, 2022

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AGENDA REPORT
Meeting Date: February 8, 2022
Item Number:

To:

D-14
Honorable Mayor & City Council
From: Logan Phillippo, Policy & Management Analyst
Jonathan Gernes, Management Analyst
Subject: APPROVAL OF AMENDMENT OF LEASE BY AND BETWEEN THE

CITY OF BEVERLY HILLS AND UNITED TALENT AGENCY, LLC AT
331 FOOTHILL ROAD
Attachment: 1. Amendment of Lease

RECOMMENDATION
Staff recommends City Council approve the Amendment of Lease by and between the City of Beverly Hills and United Talent Agency, LLC (“UTA”) at 331 Foothill Road.

INTRODUCTION
The City evaluated multiple proposals for lease of the second floor office space, including from another tenant in the building. Staff is recommending City Council approve the amendment with UTA based on the fair market deal terms contained herein. Additionally, an existing non-emergency stairwell that connects the second and third floors no longer requires removal/closure because UTA will occupy the entirety of the second and third floors. The lease amendment adds the second floor office space to UTA’s recently leased third floor premises at a starting rent of $103,229.50 per month for a term ending on October 21, 2032. This expansion reflects markets terms achieved in two recent transactions at this building, including the lease with the Tenant for the third floor.

DISCUSSION
The City entered into an office lease at 331 Foothill Road with United Talent Agency, LLC in November 2021 for the third floor of the building. The third floor space was delivered at the beginning of 2022 following the move-out of the former tenant, Participant Media, on December 31, 2021. Subsequent to this delivery, the City received multiple offers to lease the second floor space, including one from UTA. After reviewing each proposal’s terms, Staff recommends proceeding with a lease agreement with UTA.

Meeting Date: February 8, 2022

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The proposed Amendment of Lease provides the following key terms:
 Expansion Premises: As of February 8, 2022, the Tenant’s leased premises includes the second floor of the building at 331 Foothill Road;  Furniture, Fixtures and Equipment: The City shall deliver the expansion space with all furniture, fixtures and equipment as inventoried in Exhibit B of the Amendment;
 Term: The expansion space term shall be coterminous with the existing premises, expiring October 31, 2032;
 Expansion Premises Rent: In addition to the current rental rate, the Tenant shall pay $103,229.50 in base monthly base rent beginning September 1, 2022, with annual 3.5% increases beginning June 1, 2023 for the expansion space;  Expansion Premises Rent Abatement: Rent shall be abated for the expansion space for months 2, 10, 22, 23, 34, 45, 46, 47, 57, and 58 of the expansion space rent term that begins September 1, 2022;
 Modified Options: Tenant’s options to terminate the Lease shall be modified to terminate either the entire Premises including the expansion space, or a portion of the premises consisting of either the entire second or third floor; a termination of a single floor shall require Tenant to remove the internal stairwell prior to the termination date with a subsequent rent abatement of $132,000;  Parking: Tenant may purchase a total of up to 101 unreserved parking passes and 12 reserved parking passes at the 9333 West 3rd Street parking structure;  Security Deposit: The security deposit shall increase by $145,615.40.

FISCAL IMPACT
The proposed lease amendment will generate $13,791,843.83 in revenue from monthly base rent over the initial 10-year and 2-month rent term for the expansion space. Over this initial term, Staff estimates the Lease will generate an additional $394,149 in revenue for the Tenant’s share of building operating expenses and an additional $971,730 in parking revenue for parking passes for Tenant’s employees at the parking structure located adjacent to the leased premises.

The Tenant will be required to complete all of its planned improvements for the expansion space at the Tenant’s sole cost.

The City has a commission agreement with the brokerage Cushman and Wakefield of California, Inc., which was approved by the City of Beverly Hills in July 2021 (Agreement 281-21). The total commission payment for the expansion space is approximately $583,133.21, which will be paid in five installments over a four-year period with one-fifth due upon Lease execution and one-fifth due on each anniversary of the expansion space commencement date. Funding for the first commission payment is available as part of the Real Estate Management program budget for one-time professional consultant services (48012202-731200). Staff will budget for the remaining installments as part of the annual budget process in future years
Gabriella Yap,
Deputy City Manager
Approved By
Attachment 1
B0785-0001\2615740v2.doc

AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE (this “Amendment”) is dated as of ___________________, 2022 (the “Effective Date”), and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and UNITED TALENT AGENCY, LLC, a Delaware limited liability company (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into that certain Office Lease dated November 16, 2021 (the “Lease”), pursuant to which City agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from City, the third floor of the building at 331 Foothill Road (the “Building”) in the City of Beverly Hills, County of Los Angeles, State of California, as more particularly described in the Lease (the “Initial Premises”).

B. No Memorandum of Lease has yet been recorded, notwithstanding the terms of the Lease as to such a Memorandum of Lease.

C. Landlord and Tenant desire to amend the Lease to add the second floor of the Building (the “Expansion Premises”), which consists of approximately 18,769 rentable square feet, to the Initial Premises, and amend certain other provisions of the Lease, all on the terms and conditions set forth in this Amendment.

A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

1. Addition of Expansion Premises. As of the Effective Date, the “Premises” as such term is used in the Lease shall include both the Initial Premises and the Expansion Premises described on Exhibit “A” attached hereto, and the terms of the Lease, as modified by this Amendment, shall apply to the Expansion Premises. Landlord shall deliver exclusive possession of the Expansion Premises to Tenant in the Delivery Condition on or before the Effective Date.

For purposes of the Expansion Premises, the term “Delivery Condition” shall mean in a broomclean condition and free of all debris and personal property (other than the Existing Expansion FF&E, as such term is defined below), and with the Common Areas and Building restrooms in compliance with all federal, state and local laws and regulations, including, but not limited to, the Americans with Disabilities Act. The prior tenant in the Expansion Premises has left in the Expansion Premises the items described on Exhibit “B” attached hereto (the “Existing Expansion FF&E”); Tenant acknowledges and agrees that it desires the Existing Expansion FF&E to remain in the Expansion Premises, but that Landlord does not make any representation or warranty, express or implied, as to the condition of the Existing Expansion FF&E, and Landlord shall not be liable to Tenant if any of the Existing Expansion FF&E has nevertheless been removed by the prior tenant or to the extent that any items of the Existing Expansion FF&E listed on Exhibit “B” are not located in the Expansion Premises on the Delivery Date because they have been previously moved to the Initial Premises in accordance with Section 1.18 of the Lease.

DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
Subject to Landlord’s obligation to deliver the Premises to Tenant in the Delivery Condition, Tenant accepts the Expansion Space, and all personal property and fixtures therein, in their current “AS IS” condition, without representation or warranty, express or implied, and subject to the statements and terms of Section 4.4 of the Lease which is incorporated herein by reference.

Tenant shall comply with Section 4.2 and Exhibit “B” of the Lease with respect to Tenant’s Initial Improvements in the Expansion Premises.

2. Increase in Security Deposit. Upon its execution and delivery of this Amendment, Tenant shall deliver to Landlord, for addition to the Security Deposit under the Lease, the sum of $145,615.40 (which shall be governed by the provisions of the Lease applicable to the Security Deposit, including Article 7), bringing the total Security Deposit under the Lease to $292,425.52.

3. Modification of Tenant Termination Option and Timing of Stairwell Work.

Tenant’s option to terminate the Lease in Section 1.6 of the Lease may be exercised with respect to the entire Premises, or solely with respect to the portion of the Premises consisting of the third floor of the building, or solely with respect to the portion of the Premises consisting of the second floor of the Building. If Tenant exercises such termination option for one floor only, then Tenant shall perform the Stairwell Removal Work described in Exhibit “B-1” to the Lease prior to the termination date for such floor, and shall thereafter receive a rent abatement of $132,000.

The deadline in Exhibit “B-1” for such work is hereby deleted. Except as expressly set forth in this Section 3, Tenant shall have no obligation to perform the Stairwell Removal Work (and shall not be entitled to said $132,000 rent abatement).

4. Increase in Rent. The description of rent in Section 1.8 of the Lease is hereby deleted and the following is hereby substituted in lieu thereof:

Period Third Floor Second Floor Monthly Total
6/1/2022 to 6/30/2022 $104,076.50 $0.00 $104,076.50
7/1/2022 to 7/31/2022 $0.00 $0.00 $0.00
8/1/2022 to 8/31/2022 $104,076.50 $0.00 $104,076.50
9/1/2022 to 9/30/2022 $104,076.50 $103,229.50 $207,306.00 10/1/2022 to 10/31/2022 $104,076.50 $0.00 $104,076.50
11/1/2022 to 5/31/2023 $104,076.50 $103,229.50 $207,306.00 6/1/2023 to 6/30/2023 $0.00 $0.00 $0.00
7/1/2023 to 5/31/2024 $107,719.17 $106,842.53 $214,561.70 6/1/2024 to 7/31/2024 $0.00 $0.00 $0.00
8/1/2024 to 5/31/2025 $111,489.34 $110,582.02 $222,071.36 6/1/2025 to 6/30/2025 $0.00 $0.00 $0.00
7/1/2025 to 5/31/2026 $115,391.46 $114,452.39 $229,843.85 6/1/2026 to 4/30/2027 $119,430.16 $118,458.23 $237,888.39 5/1/2027 to 7/31/2027 $0.00 $0.00 $0.00
8/1/2027 to 4/30/2028 $123,610.21 $122,604.26 $246,214.47 DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
5/1/2028 to 6/30/2028 $0.00 $0.00 $0.00
7/1/2028 to 5/31/2029 $127,936.56 $126,895.41 $254,831.97 6/1/2029 to 5/31/2030 $132,414.33 $131,336.75 $263,751.08 6/1/2030 to 5/31/2031 $137,048.83 $135,933.54 $272,982.37 6/1/2031 to 5/31/2032 $141,845.53 $140,691.21 $282,536.74 6/1/2032 to 10/31/2032 $146,810.12 $145,615.40 $292,425.52

5. Increase in Percentage Share and Fixed Monthly Payments for Operating Expenses. Tenant’s Share in Section 1.9 is hereby increased to 51.49%, and the description of monthly payments in Section 1.9 is hereby replaced with the following:

Period Third Floor Second Floor
Monthly
Total
1/1/2023 to 12/31/2023 $567.69 $563.07 $1,130.76
1/1/2024 to 12/31/2024 $1,135.38 $1,126.14 $2,261.52
1/1/2025 to 12/31/2025 $1,703.07 $1,689.21 $3,392.28
1/1/2026 to 12/31/2026 $2,270.76 $2,252.28 $4,523.04
1/1/2027 to 12/31/2027 $2,838.45 $2,815.35 $5,653.80
1/1/2028 to 12/31/2028 $3,406.14 $3,378.42 $6,784.56
1/1/2029 to 12/31/2029 $4,163.06 $4,129.18 $8,292.24
1/1/2030 to 12/31/2030 $4,919.98 $4,879.94 $9,799.92
1/1/2031 to 12/31/2031 $5,676.90 $5,630.70 $11,307.60
1/1/2032 to 12/31/2032 $6,433.82 $6,381.46 $12,815.28

6. Rent Commencement Date; Abatements. Rent shall commence for the Expansion Premises on September 1, 2022, but shall be abated for the months of October 2022; June, 2023; June and July of 2024; June, 2025; May, June and July of 2027; and May and June of 2028.

7. Additional Parking Spaces. The number of parking spaces described in Section

1.12 of the Lease is hereby increased to 113, and the number of spaces Landlord must mark as “Reserved for United Talent Agency” is hereby increased to 12.

8. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. This Amendment must be executed through the e-signature application known as DocuSign, and such electronic signatures shall be considered binding upon the parties.

9. City Manager Authority. The City Manager of Landlord shall have the authority to execute this Amendment and any and all other documents contemplated by this Amendment.

10. Recordable Memorandum of Lease. Upon its execution and delivery of this Amendment, Tenant shall concurrently execute and deliver a duly acknowledged recordable original counterpart of a Memorandum of Lease in the form attached to this Amendment as DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
Exhibit “C”. The provisions of the Lease relating to a recorded memorandum of Lease are superseded by the foregoing.

12. Brokers. Each party represents to the other that no brokers other than those set forth in Article 1.14 of the Lease were involved in connection with this Amendment. Landlord shall be responsible for the payment of any commission to said broker pursuant to a separate written agreement between Landlord and such broker. Landlord shall defend, indemnify and hold Tenant harmless from any claims, costs, expenses or liabilities for any compensation, commission or charges to realtors, brokers or agents claiming by, through or on behalf of Landlord, including the broker set forth in Article 1.14 of the Lease, with respect to this Amendment and/or the negotiation hereof. Tenant shall defend, indemnify and hold Landlord harmless from any claims, costs, expenses or liabilities for any compensation, commission or charges to realtors, brokers or agents claiming by, through or on behalf of Tenant, excluding the broker set forth in Article 1.14 of the Lease, with respect to this Amendment and/or the negotiation hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

LANDLORD:

ATTEST:
____________________________
Huma Ahmed, City Clerk

CITY OF BEVERLY HILLS
By:

Robert Wunderlich, Mayor
APPROVED AS TO FORM:
______________________________
Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:
______________________________
George Chavez, City Manager
TENANT: UNITED TALENT AGENCY, LLC.

By:

Andrew Thau, Chief Operating Officer
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
EXHIBIT “A”

DESCRIPTION OF ADDITIONAL SPACE
(Attached.)
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 JAN 200 UP UP UP DN 16,706 USF
18,769 RSF 331 FOOTHILL ROAD BEVERLY HILLS, CA 90210 2nd FLOOR 08/20/21 Key Major Vertical Penetration/NIC DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
EXHIBIT “B”
FF&E: ITEMS TO REMAIN IN EXPANSION PREMISES
(Attached.)
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 2nd Floor Furniture Inventory
ROOM# Description I Item Type I QTY I L w H NOTES Color MISC. NOTES 2nd Fl Lobby Haworth Task Chair Task Chair 3 Gray
2nd Fl Lobby White L-Shaped Desk Desk 1 Two BF peds White Cluster 2A 24 inch Gray Overhead Bin Storage 6 24 Gray Cluster 2A File Cabinet with Green Seat Cushion on Top File Cabinet 6 Green Cluster 2A Gray Wide Overhead Bin Storage 6 60 Gray Cluster 2A Haworth Task Chair Task Chair 6 Gray Cluster 2A L-Shaped Light Wood Workstation Desk Desk 6 Cubicle systems/panels Light Wood Cluster 2B BF on Casters Ped 1 Gray Cluster 2B Gray Storage Unit Storage 2 Clothing Storage, Storage, 2 Files Gray Cluster 2B Gray Wide Overhead Bin Storage 2 60 Gray Cluster 2B Haworth Task Chair Task Chair 2 Gray Cluster 2B LI-Shaped Light Wooden Workstation Desk Desk 2 Attached file cabinets & storage, Cubicle s Light Wood Cluster 2B Wide Pin Board Accessories 2 Cluster 2C 42 Inch Gray Overhead Bin Storage 4 42 Gray Cluster 2C BF on Casters Ped 4 Gray Cluster 2C File Cabinet with Green Seat Cushion on Top File Cabinet 2 Green Cluster 2C Pin Board Accessories 4 42 Cluster 2C LI-Shaped Light Wooden Workstation Desk Desk 2 Attached file cabinets & storage, Cubicle s Gray Cluster 2D 36 Inch Gray Overhead Bin Storage 2 36 Gray Cluster 2D 36 Inch Pin Board Accessories 2 36 Cluster 2D 42 Inch Gray Overhead Bin Storage 2 42 Gray Cluster 2D 42 Inch Pin Board Accessories 2 42 Cluster 2D File Cabinet with Green Seat Cushion on Top File Cabinet 1 Green Cluster 2D Haworth Task Chair Task Chair 4 Gray Cluster 2D L-Shaped Light Wood Workstation Desk Desk 2 Cubicle systems/panels Light Wood Cluster 2D LI-Shaped Light Wooden Workstation Desk Desk 1 Attached file cabinets & storage, Cubicle s Gray Cluster 2E C-Shaped Light Wooden Workstation Desk Desk 1 Attached file cabinets & storage, Cubicle s Light Wood Cluster 2E L-Shaped Light Wood Workstation Desk Desk 1 Cubicle systems/panels Light Wood Cluster 2F C-Shaped Light Wooden Workstation Desk Desk 1 Attached file cabinets & storage, Cubicle s Light Wood Cluster 2F Haworth Task Chair Task Chair 2 Gray Cluster 2F L-Shaped Light Wood Workstation Desk Desk 2 Cubicle systems/panels Light Wood Cluster 2G File Cabinet with Green Seat Cushion on Top File Cabinet 4 Green Cluster 2G Gray Storage Unit Storage 4 Clothing Storage, Storage, 2 Files Gray Cluster 2G Haworth Task Chair Task Chair 2 Gray Cluster 2G L-Shaped Light Wood Workstation Desk Desk 4 Cubicle systems/panels Light Wood Cluster 2H File Cabinet with Green Seat Cushion on Top File Cabinet 3 Green Cluster 2H Gray Storage Unit Storage 4 Clothing Storage, Storage, 2 Files Gray Cluster 2H Haworth Task Chair Task Chair 3 Gray Cluster 2H L-Shaped Light Wood Workstation Desk Desk 4 Cubicle systems/panels Light Wood Cluster 2J BBB on Casters Ped 1 Gray Cluster 2J BBF on Casters Ped 3 Gray Cluster 2J BBF on Casters Ped 1 White Cluster 2J BF on Casters Ped 1 Gray Cluster 2J Black Task Chair Task Chair 1 Black Cluster 2J C-Shaped Light Wooden Workstation Desk Desk 2 Cubicle systems/panels Light Wood Cluster 2J Custom Fit Light Wood Workstation Desk Desk 3 Cubicle systems/panels Light Wood Cluster 2J FF on Casters Ped 2 White Cluster 2J File Cabinet with Green Seat Cushion on Top File Cabinet 1 Green Cluster 2J Gray Storage Unit Storage 9 Clothing Storage, Storage, 2 Files Gray Cluster 2J Haworth Task Chair Task Chair 12 Gray 2nd Floor Page 1 of 4 11/10/2021
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 2nd Floor Furniture Inventory
I ROOM# Description Item Type I QTY I L I w H I NOTES Color MISC. NOTES Cluster 2K 36 Inch Gray 3H Lateral File Cabinets File Cabinet 6 36 With Three Light Wood Tops Gray Cluster 2K E-Shaped Light Wooden Workstation Desk Desk 2 Cubicle systems/panels Light Wood Cluster 2K File Cabinet with Green Seat Cushion on Top File Cabinet 2 Green Cluster 2K Gray Storage Unit Storage 6 Clothing Storage, Storage, 2 Files Gray Cluster 2K Haworth Task Chair Task Chair 9 Gray Cluster 2K Light Wooden Workstation Desk with Attached Peds Desk 4 Light Wood Cluster 2K L-Shaped Light Wooden Workstation Desk Desk 1 Cubicle systems/panels Light Wood Cluster 2L E-Shaped Light Wooden Workstation Desk Desk 2 Cubicle systems/panels Light Wood Cluster 2L File Cabinet with Green Seat Cushion on Top File Cabinet 4 Green Cluster 2L Gray Storage Unit Storage 6 Clothing Storage, Storage, 2 Files Gray Cluster 2L Haworth Task Chair Task Chair 7 Gray Cluster 2L L-Shaped Light Wooden Workstation Desk Desk 2 Light Wood Cluster 2M 36 Inch Gray 3H Lateral File Cabinets File Cabinet 8 36 Built-In Gray Cluster 2M BF on Casters File Cabinet 2 Gray Cluster 2M Haworth Task Chair Task Chair 4 Gray Conference 1 Haworth Task Chair Task Chair 5 Gray Conference 1 Wooden Conference Table Table 1 Light Wood Conference 2 2 Door Cabinet with Surface Top Storage 1 Mahogany Conference 2 Haworth Task Chair Task Chair 4 Gray Conference 2 Oval Wood Conference Table Table 1 Mahogany IT /Data Room Black Server Racks IT 4 Black
Kitchen Clear Acrylic Barstools Seating 9 Clear Nook File Cabinet with Green Seat Cushion on Top File Cabinet 1 Nook L-Shaped Light Wood Workstation Desk Desk 1 PO202 Dark Gray Loveseat Seating 1 Dark Gray PO202 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO2 - LOCKED PO203 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO203 Dark Gray Loveseat Seating 1 Dark Gray PO3 LOCKED PO203 Haworth Task Chair Task Chair 1 Gray PO203 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO203 Pin Board Accessories 2 PO203 Wooden Two Door Cabinet Storage 1 Brown Wood PO204 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO204 Dark Gray Loveseat Seating 1 Dark Gray PO204 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO4 LOCKED PO204 Pin Board Accessories 2 PO205 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO205 Dark Gray Loveseat Seating 1 Dark Gray PO205 FF on Casters Ped 1 White PO205 Gray Pattern Guest Chair Seating 1 Gray PO205 Haworth Task Chair Task Chair 1 Gray PO205 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood POS LOCKED PO205 Pin Board Accessories 2 PO6 LOCKED PO206 Silver Desk Lamp Lighting 1 Silver PO206 Tufted Two Seater Sofa Seating 1 Wooden Base Gray PO206 Wooden Desk Desk 1 Brown Wood PO208 White Desks Desk 2 White PO8 OPEN PO209 2H Lateral File File Cabinet 1 Brown Wood PO209 Glass Top Round Side Table Table 1 Glass PO209 Gray Sofa with Wooden Legs Seating 1 Wooden Base Gray 2nd Floor Page 2 of 4 11/10/2021
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 2nd Floor Furniture Inventory
ROOM# Description Item Type I QTY I L w H NOTES Color MISC. NOTES PO209 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO9 LOCKED PO209 Tan Guest Chairs Seating 2 Wooden Base Tan PO210 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO210 2H Lateral File File Cabinet 1 Brown Wood PO210 Dark Gray Loveseat Seating 1 Dark Gray PO210 Glass Top Round Side Table Table 1 Glass PO210 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood POlO LOCKED PO210 Pin Board Accessories 2 PO210 Tan Guest Chairs Seating 1 Wooden Base Tan PO211 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO211 Dark Gray Loveseat Seating 1 Dark Gray PO211 Glass Top Round Side Table Table 1 Glass PO211 Haworth Task Chair Task Chair 1 Gray PO211 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood POll CLOSED PO211 Pin Board Accessories 2 PO211 Tan Guest Chair Seating 1 Wooden Base Tan PO211 Wooden Two Door Cabinet Storage 1 Brown Wood PO212 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO212 Dark Gray Loveseat Seating 1 Dark Gray PO212 Glass Top Round Side Table Table 1 Glass PO212 Haworth Task Chair Task Chair 1 Gray PO212 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO12 CLOSED PO212 Pin Board Accessories 2 PO212 Tan Guest Chair Seating 1 Wooden Base Tan PO213 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO213 Dark Gray Loveseat Seating 1 Dark Gray PO213 Glass Top Round Side Table Table 1 Glass PO213 Haworth Task Chair Task Chair 1 Gray PO213 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO13 CLOSED PO213 Pin Board Accessories 2 PO213 Tan Guest Chair Seating 1 Wooden Base Tan PO214 2-door Dark Wood Overhead Bin Storage 2 Dark Wood PO214 2H Lateral File File Cabinet 1 Brown Wood PO214 Dark Gray Loveseat Seating 1 Dark Gray PO214 Glass Top Round Side Table Table 1 Glass PO214 L-Shaped Wooden Desk Desk 1 File Cabinets Brown Wood PO14 CLOSED PO214 Pin Board Accessories 2 PO215 2 Door Cabinet Storage 1 Medium Brown Wood PO215 2x2 Lateral File Cabinet File Cabinet 1 Medium Brown Wood PO215 Black Executive Task Chair Task Chair 1 Black PO215 L-shaped Light Wooden Desk Desk 1 With File Cabinets Medium Brown Wood PO15 CLOSED PO216 2 Door Cabinet Storage 1 Medium Brown Wood PO216 Haworth Task Chair Task Chair 3 Gray PO216 U-Shaped Light Wooden Desk Desk 1 Medium Brown Wood PO217 Haworth Task Chair Task Chair 2 Gray PO218 2-door Gray Overhead Bin Storage 1 Gray PO218 Gray Wide Overhead Bin Storage 1 Gray PO218 Long Light Wood Work Station Desk Desk 1 Light Wood PO218 Pin Board Accessories 2 PO18 CLOSED PO218 Wide Pin Board Accessories 1 2nd Floor Page 3 of 4 11/10/2021
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 2nd Floor Furniture Inventory
ROOM# Description I Item Type I QTY I L w H NOTES Color MISC. NOTES PO219 2-door Gray Overhead Bin Storage 1 Gray PO219 BBF on Casters Ped 2 Gray PO219 File Cabinet with Green Seat Cushion on Top File Cabinet 1 Green PO219 Gray Wide Overhead Bin Storage 1 Gray PO219 Haworth Task Chair Task Chair 1 Gray PO219 Long Light Wood Work Station Desk Desk 1 Light Wood PO219 Pin Board Accessories 2 PO19 CLOSED PO219 Wide Pin Board Accessories 1 PO220 2-door Gray Overhead Bin Storage 1 Gray PO220 BBF on Casters Ped 2 Gray PO220 Glass Top Round Side Table Table 1 Glass PO220 Gray Wide Overhead Bin Storage 1 Gray PO220 Long Light Wood Workstation Desk Desk 1 Light Wood PO220 Pin Board Accessories 2 PO20 CLOSED PO220 Wide Pin Board Accessories 1 PO221 2-door Gray Overhead Bin Storage 1 Gray PO21 CLOSED PO221 2H Lateral File Cabinet File Cabinet 1 Gray PO221 BBF on Casters Ped 1 Gray PO221 Glass Top Round Side Table Table 1 Glass PO221 L-Shaped Light Wood Workstation Desk Desk 1 Light Wood PO221 Pin Board Accessories 2 PO221 Wooden Two Door Cabinet Storage 1 Brown Wood PO222 2-door Gray Overhead Bin Storage 1 Gray PO222 BBF on Casters Ped 2 Gray PO222 Circle Patterned Guest Chair Seating 1 Pattern PO222 Haworth Task Chair Task Chair 1 Gray PO222 L-Shaped Light Wood Workstation Desk Desk 1 Light Wood PO22 OPEN PO222 Pin Board Accessories 2 PO223 2-door Gray Overhead Bin Storage 1 Gray PO223 BBF on Casters Ped 1 Gray PO223 Dark Gray Loveseat Seating 1 Dark Gray PO223 Gray Wide Overhead Bin Storage 1 Gray PO223 Light Wood Workstation Desk Desk 1 Light Wood PO23 OPEN PO223 Light Wooden Return Desk Desk 1 Light Wood PO223 Pin Board Accessories 2 PO223 Tan Guest Chair Seating 1 Wooden Base Tan PO223 Wide Pin Board Accessories 1 PO224 2-door Gray Overhead Bin Storage 1 Gray PO224 BBF on Casters Ped 1 Gray PO224 File Cabinet with Green Seat Cushion on Top File Cabinet 1 Green PO224 Gray Wide Overhead Bin Storage 1 Gray PO224 L-Shaped Light Wood Workstation Desk Desk 1 Light Wood PO24 CLOSED PO224 Pin Board Accessories 2 PO224 Tan Guest Chair Seating 1 Wooden Base Tan PO224 Wide Pin Board Accessories 1 PO225 Circle Patterned Sofa Seating 1 Pattern PO225 Haworth Task Chair Task Chair 1 Gray PO225 Light Wood Top Rolling Desk Desk 2 Light Wood PO225 Wooden Two Door Cabinet Storage 1 Brown Wood 2nd Floor Page 4 of 4 11/10/2021
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
EXHIBIT “C”

FORM OF MEMORANDUM OF LEASE
(Attached.)
DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc

RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Clerk
(Space Above Line For Recorder’s Use)
Exempt from Recording Fees under California Government Code 27383.

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of _____________ ___, 2022, and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and UNITED TALENT AGENCY, LLC, a Delaware corporation (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into an Office Lease dated November 16, 2021 (the “Initial Lease”), pursuant to which Landlord agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from Landlord, space at 331 Foothill Road in the City of Beverly Hills, County of Los Angeles, State of California, as more particularly described in the Initial Lease (the “Initial Premises”).

B. Landlord and Tenant have entered into an Amendment of Lease (“Amendment”) dated substantially concurrently herewith, pursuant to which Landlord agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from Landlord, additional space at 331 Foothill Road in the City of Beverly Hills, County of Los Angeles, State of California, as more particularly described in the Amendment (the “Additional Premises”).

C. The Initial Lease, as amended by the Amendment, is hereinafter referred to as the “Lease”. The Initial Premises, together with the Additional Premises, are hereinafter collectively referred to as the “Premises”.

D. Landlord and Tenant desire to record this Memorandum, as required under California law for municipal leases.

A G R E E M E N T
Landlord hereby leases and demises to Tenant, and Tenant hereby leases and accepts from Landlord, the Premises for the term and subject to the extension option(s) and termination option(s) set forth in the Lease.

The Premises are leased at the rental rates and upon the other terms and conditions set forth in the Lease, which are incorporated herein by this reference.

DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease.

LANDLORD: CITY OF BEVERLY HILLS
By:

George Chavez, City Manager
TENANT: UNITED TALENT AGENCY, LLC
By:

Andrew Thau, Chief Operating Officer

DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 B0785-0001\2615740v2.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title 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.

Signature (Seal)
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.

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.

DocuSign Envelope ID: C5ED5150-98E9-4527-82F9-B0B0B2045BD3 Certificate Of Completion
Envelope Id: C5ED515098E9452782F9B0B0B2045BD3 Status: Sent Subject: Please DocuSign: Amendment of Lease - United Talent Agency, LLC.pdf Source Envelope:

Document Pages: 16 Signatures: 2 Envelope Originator:

Certificate Pages: 3 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 104.175.193.255
Record Tracking
Status: Original
1/25/2022 1:48:37 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Andrew Thau
[email protected]
COO and VP
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 216.158.140.58
Signed using mobile
Sent: 1/25/2022 2:02:44 PM
Resent: 1/27/2022 2:01:03 PM
Viewed: 1/27/2022 2:02:43 PM
Signed: 1/27/2022 2:02:56 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Bruce Galloway for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.234.201
Sent: 1/27/2022 2:03:00 PM
Viewed: 1/27/2022 2:05:07 PM
Signed: 1/27/2022 2:05:22 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 1/27/2022 2:05:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Robert Wunderlich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Alexa Delahooke
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:02:43 PM
Viewed: 1/25/2022 2:08:10 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:02:42 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mike DeSantis
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:02:43 PM
Viewed: 1/26/2022 4:56:20 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Pete Collins
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:02:43 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Scott Menkus
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:02:44 PM
Viewed: 1/25/2022 2:22:18 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jason Perscheid
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/26/2022 5:32:17 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Phil Voss
[email protected]
Associate General Counsel
UTA
Security Level: Email, Account Authentication
(None)
Sent: 1/26/2022 5:32:17 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lourdes Sy-Rodriguez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/25/2022 2:02:44 PM
Payment Events Status Timestamps

Beverly Hills City CouncilFebruary 8, 2022

Beverly Hills City Council
February 8, 2022