AGENDA REPORT
Meeting Date: August 23, 2022
Item Number:
To: Board of Directors, Parking Authority of the City of Beverly Hills From: Logan Phillippo, Policy & Management Analyst
Subject: SIXTH AMENDMENT TO LEASE BY AND BETWEEN THE PARKING
AUTHORITY OF THE CITY OF BEVERLY HILLS AND FORWARD
BEVERLY HILLS, INC. (DBA KELLER WILLIAMS REALTY) AT 439 NORTH CAÑON DRIVE, SUITE 300
Attachment: 1. Sixth Amendment to Lease
RECOMMENDATION
Staff recommends the Parking Authority Board of Directors approve Sixth Amendment to Lease by and between the Parking Authority of the City of Beverly Hills and Forward Beverly Hills, Inc. dba Keller Williams Realty (the “Tenant”) at 439 North Cañon Drive, Suite 300.
INTRODUCTION
The proposed amendment extends the term of an existing lease with Forward Beverly Hills, Inc. dba Keller Williams Realty, for five years through August 31, 2027.
DISCUSSION
The Parking Authority entered into a lease agreement with the Tenant, which provides residential real estate brokerage services, at 439 North Cañon Drive, Suite 300 in 2004.
The Tenant subsequently expanded the premises in 2006 and has since occupied the entire third floor of the building. The lease has been extended multiple times since 2004 and is now scheduled to expire on August 31, 2022.
The proposed amendment includes the following key terms:
A term extension for five years, through August 31, 2027; and Base rent of $77,000 per month, with 3% annual increases.
There is no free rent period or tenant improvement allowance associated with this lease amendment.
D-2
Meeting Date: August 23, 2022
FISCAL IMPACT
There is no request for funding at this time.
The lease extension will generate $4,905,641.52 in base rent from September 1, 2022 through August 31, 2027 as well as an estimated cost recovery of $46,571.74 in building operating expense increases from the base year established in the lease.
Gabriella Yap,
Deputy City Manager
Approved By
Attachment 1
B0785-0001\2701957v2.doc
SIXTH AMENDMENT TO LEASE
This SIXTH AMENDMENT TO LEASE (this “Amendment”) is dated as of August 23, 2022 (the “Effective Date”) and is entered into by and between THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS, a parking authority established pursuant to the Parking Law of 1949 of the State of California (“Landlord”), and FORWARD BEVERLY HILLS, INC., a California corporation, doing business as “Keller Williams Realty” (“Tenant”).
RECITALS
A. The City of Beverly Hills (predecessor-in-interest to Landlord) and Tenant are parties to that certain Office Lease dated as of December 21, 2004, which was subsequently amended by that certain First Amendment to Lease dated October 17, 2006, that certain Second Amendment to Lease dated February 17, 2009, that certain Third Amendment to Lease dated as of July 24, 2012, that certain Fourth Amendment to Lease dated as of July 18, 2017, and that certain Fifth Amendment to Lease dated as of January 12, 2021 (the “Lease”). All capitalized terms used herein but not herein defined shall have the meanings ascribed to such terms in the Lease.
B. The City of Beverly Hills conveyed the building containing the Premises to Landlord.
C. Landlord and Tenant desire to further amend the Lease upon and subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree that the Lease is amended as of the Effective Date above as follows:
1. Extension of Term. The Term of the Lease is hereby extended to August 31, 2027, and all of the terms of the Lease shall apply to the extension (including terms as to rent and other payments, as modified below).
2. Monthly Rent. As of September 1, 2022, the Minimum Annual Rent (which is payable on a monthly basis) shall be Seventy-Seven Thousand and No/100 Dollars ($77,000.00) and shall increase on a cumulative basis by three percent (3%) on each anniversary of September 1, 2022.
3. Recordable Memorandum of Amendments. Concurrently with its execution and delivery of this Amendment, Tenant shall execute and deliver to Landlord (with signatures duly acknowledged) a Memorandum of Fifth and Sixth Amendments to Lease in the form attached hereto as Exhibit “A”.
4. Brokers. Tenant and Landlord each will indemnify, defend and hold the other harmless from and against any and all costs, expenses or liabilities for commissions or other DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.doc
compensation or charges claimed by any broker or agent based on dealings with the indemnifying party with respect to this Amendment.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
6. Binding on Successors. The provisions of this Amendment shall bind and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto.
7. Executive Director Authority. The Executive Director of Landlord shall have the authority to execute this Amendment and any and all documents contemplated by this Amendment.
8. DocuSign. The parties may use DocuSign to execute and deliver this Amendment (and for that purpose, DocuSign emails can be sent to Tenant at [email protected] and [email protected]), but Tenant must deliver an executed original of the Amendment to Memorandum of Lease to Landlord, duly acknowledged, so that it can be executed and recorded by Landlord.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.
LANDLORD:
THE PARKING AUTHORITY OF THE
CITY OF BEVERLY HILLS,
a parking authority established pursuant to the
Parking Law of 1949 of the State of California
By:
Lilli Bosse, Chairperson
APPROVED AS TO CONTENT:
_____________________________
George Chavez, Executive Director
ATTEST:
(SEAL)
Huma Ahmed, Secretary
APPROVED AS TO FORM:
Laurence S. Wiener, General Counsel
TENANT:
FORWARD BEVERLY HILLS, INC.,
a California corporation
By:
Paul M. Morris,
Chief Executive Officer
By:
David Bailey, President
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.doc
REAFFIRMATION OF GUARANTY
The undersigned, being the guarantors of certain of the tenant’s obligations under the aforementioned Lease under that certain Guaranty of Lease dated in 2012, hereby approve the attached Sixth Amendment to Lease dated August 23, 2022, and reaffirm their obligations under said Guaranty of Lease as to the Lease as amended.
David Bailey,
an unmarried man
Paul Morris,
an unmarried man
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.doc
EXHIBIT "A"
FORM OF MEMORANDUM OF
FIFTH AND SIXTH AMENDMENTS TO LEASE
(Attached.)
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.doc 5
RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:
The Parking Authority of the City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attention: City Clerk
[Space Above For Recorder’s Use Only]
The undersigned declare that this Memorandum of Fifth and Sixth Amendments to Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.
MEMORANDUM OF FIFTH AND SIXTH AMENDMENT TO LEASE
THIS MEMORANDUM OF FIFTH AND SIXTH AMENDMENTS TO LEASE (this “Memorandum”) is dated as of , 2022, and is entered into by and between THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS, a parking authority established pursuant to the Parking Law of 1949 of the State of California (“Landlord”), and FORWARD BEVERLY HILLS, INC., a California corporation doing business as “Keller Williams Realty” (“Tenant”).
R E C I T A L S:
A. The City of Beverly Hills and Tenant entered into that certain Office Lease dated as of December 21, 2004, which has been amended by a First Amendment to Lease dated October 17, 2006, a Second Amendment to Lease dated February 17, 2009, a Third Amendment to Lease dated as of July 24, 2012, a Fourth Amendment of Lease dated July 18, 2017 and a Fifth Amendment of Lease dated January 12, 2021 (“Fifth Amendment”). Said Office Lease, as so amended, is hereinafter referred to as the “Lease”.
B. A Memorandum of the Lease was recorded on June 28, 2005 as Document No. 05-1523583 in the official Records of Los Angeles County, California; a Memorandum of Amendment to Lease was recorded on March 8, 2007 as Document No. 20070512814 in said Official Records; a Memorandum of Second Amendment to Lease was recorded as Document No. 20090538733 in said Official Records; a Memorandum of Third Amendment to Lease was recorded as Document No. 20121560011 in said Official Records; and a Memorandum of Fourth Amendment to Lease was recorded as Document No. 20170909923 in said Official Records.
C. The City of Beverly Hills conveyed the land and building that are subject to the lease to the Landlord.
D. Landlord and Tenant have agreed to further amend the Lease on the terms, and subject to the conditions, set forth in that certain Sixth Amendment to Lease dated substantially concurrently herewith (the “Sixth Amendment”).
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.doc 6
E. Landlord and Tenant desire to record this Memorandum to give record notice of the Fifth Amendment and the Sixth Amendment and comply with applicable law requiring that municipal leases be recorded.
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. Amendments to Lease. The terms of the Fifth Amendment and Sixth Amendment are hereby incorporated herein by reference.
2. Purpose. This Memorandum is prepared for the purposes of notice only and in no way modifies the terms and conditions of the Lease or the Fifth Amendment or Sixth Amendment.
3. Counterparts. This Memorandum 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.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Fifth and Sixth Amendments to Lease as of the date first written above.
LANDLORD:
THE PARKING AUTHORITY OF THE CITY
OF BEVERLY HILLS, a parking authority
established pursuant to the Parking Law of
1949 of the State of California
By:
George Chavez, Executive Director
ATTEST:
Huma Ahmed, Secretary
TENANT:
FORWARD BEVERLY HILLS, INC.,
a California corporation
By:
Print Name:
Title:
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.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.
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE B0785-0001\2701957v2.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.
DocuSign Envelope ID: 45D1230C-EF75-4BA9-9F78-98764DC1E6CE Certificate Of Completion
Envelope Id: 45D1230CEF754BA99F7898764DC1E6CE Status: Sent Subject: Please DocuSign: Sixth Amendment to Lease with Keller Williams Beverly Hills Source Envelope:
Document Pages: 8 Signatures: 5 Envelope Originator:
Certificate Pages: 3 Initials: 0 Logan Phillippo
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 76.168.110.145
Record Tracking
Status: Original
8/12/2022 8:56:53 AM
Holder: Logan Phillippo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bruce Galloway for
[email protected]
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
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Signed: 8/12/2022 9:24:54 AM
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David Bailey
[email protected]
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Sent: 8/12/2022 9:07:17 AM
Viewed: 8/12/2022 12:07:19 PM
Signed: 8/12/2022 12:07:30 PM
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Paul M. Morris
[email protected]
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Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
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Sent: 8/12/2022 1:01:51 PM
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George Chavez
[email protected]
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Lili Bosse
[email protected]
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Electronic Record and Signature Disclosure:
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Huma Ahmed
[email protected]
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Jonathan Gernes
[email protected]
Management Analyst
City of Beverly Hills
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(None)
Sent: 8/12/2022 9:07:16 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Veronica Juarez
[email protected]
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Sent: 8/12/2022 9:07:16 AM
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Not Offered via DocuSign
Adrianne Tarazon
[email protected]
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Dorina Mohan
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Flora Flowers
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Jackie Perez
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