AGENDA REPORT
Meeting Date: April 18, 2023
Item Number:
To: Board of Directors, Parking Authority of the City of Beverly Hills From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Management Analyst
Subject: APPROVAL OF FIRST AMENDMENT TO LEASE BY AND BETWEEN
THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS AND
NOWHERE HOLDCO, LLC AT 339 NORTH BEVERLY DRIVE
Attachment: 1. First Amendment to Lease
RECOMMENDATION
Staff recommends the Parking Authority Board of Directors approve the First Amendment to Lease by and between The Parking Authority of the City of Beverly Hills and Nowhere Holdco, LLC (the “Tenant”) at 339 North Beverly Drive.
INTRODUCTION
The proposed lease amendment with Nowhere Holdco, LLC will delay the rent commencement date from January 18, 2023 to January 28, 2023. The Tenant will have overpaid the rent billable through the current period and the overpayment rent credit of $19,465.30 will be applied to the rent payable for May 2023.
DISCUSSION
The Parking Authority entered into an initial retail lease at 339 North Beverly Drive with Nowhere Holdco, LLC on December 8, 2020. The Tenant completed extensive improvements at the building to serve the leased premises at its sole cost and performance per the terms of the lease; the Parking Authority did not conduct any landlord improvements nor did it provide an allowance for the tenant improvements. At its own discretion, the Tenant performed building repair work beyond the work required for the Tenant’s suite and beyond the repair and maintenance requirements prescribed in the lease. The proposed First Amendment to Lease will delay the rent commencement date from January 18, 2023 to January 28, 2023, in recognition of the repair work conducted by the Tenant.
D-1
Meeting Date: April 18, 2023
FISCAL IMPACT
The proposed lease amendment will extend the initial free-rent period by ten days, adjusting the rent commencement date from January 18, 2023 to January 28, 2023. This reduces the rent collectible by the Parking Authority from the Tenant through April 2023.
The amendment acknowledges the Tenant has overpaid $19,465.30 in rent under the delayed rent commencement and the overpayment will be applied to the rent payable for May 2023. The base rent schedule and monthly operating expense requirements will otherwise remain the same.
There are no commissions payable by the Parking Authority associated with this lease amendment.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
-1-
B0785-0001\2791204v2.doc
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of April 18, 2023, 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 (“Lessor”) and NOWHERE HOLDCO, LLC, a Delaware limited liability company (“Lessee”).
R E C I T A L S
A. Lessor and Lessee entered into a Retail Lease dated December 8, 2020 (the “Lease”) for space (the “Premises”) in the building (the “Building”) owned by Lessor located at 339 North Beverly Drive, Beverly Hills, California.
B. Lessee performed certain work to the Building’s waste lines and façade beyond the scope of tenant’s requirements in the Lease and to the benefit of the Building’s waterproofing and plumbing systems.
C. Lessor sent Lessee written notice dated January 19, 2022, as contemplated by the Lease, setting forth, among other things, a Rent Commencement Date, date for expiration of the Initial Term (as defined in the Lease), and dates for exercise of Lessee’s extension options (the “Date Confirmation Notice”).
D. Lessor and Lessee desire to amend the Lease as hereinafter set forth, and alter dates in the Date Confirmation Notice.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants contained herein, and for other consideration, the sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:
1. Change in Rent Commencement Date, Expiration Date, and Option Exercise Dates. The Lease and Date Confirmation Notice are hereby modified as follows: (i) the Rent Commencement Date is extended from January 18, 2023 to January 28, 2023; (ii) the expiration of the Initial Term is extended from January 17, 2043 to January 27, 2043; (iii) the deadline for Lessee’s exercise of its first Extension Option is extended from April 17, 2042 to April 27, 2042; and (iv) the deadline for Lessee’s exercise of its second Extension Option is extended from April 17, 2047 to April 27, 2047 .
2. Overpayment of January Base Rent; Application of Overpayment to April Base Rent. Lessor acknowledges that Lessee paid $58,395.75 as Base Rent for January, 2023, and given the extension of the Rent Commencement Date in Section 1 above, Lessee has overpaid Base Rent for January, 2023 by $19,465.30. Lessor agrees to apply this overpayment to the Base Rent payable by Lessee for May, 2023.
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -2-
B0785-0001\2791204v2.doc
3. Prevailing Wage Indemnity Applies to all Tenant Work/Improvements. Lessee hereby acknowledges and agrees that the Tenant’s indemnity and defense obligations under Section G of Exhibit “B” to the Lease shall apply to all work done by Tenant in the Building.
4. Default. A default by Lessee hereunder shall constitute a default by Lessee under the Lease.
5. Continuing Effect. Except as specifically modified hereby, the Lease shall remain unaffected and unchanged. The Lease is hereby ratified and affirmed by Lessor and Lessee and remains in full force and effect as modified hereby.
6. 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.
7. Executive Director Authority. The Executive Director of Lessor shall have the authority to execute this Amendment and any and all documents contemplated by this Amendment.
8. Recordable Memorandum of Lease. Concurrently with its execution and delivery of this Amendment, Lessee shall execute and deliver to Lessor (with signatures duly acknowledged) a Memorandum of Lease in the form attached hereto as Exhibit “A”.
9. DocuSign. The parties may use DocuSign to execute and deliver this Amendment (and for that purpose, DocuSign emails can be sent to Lessee at [email protected]); however, Lessee must deliver an executed original of the Memorandum of Lease to Lessor, duly acknowledged, so that it can be executed and recorded by Lessor.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date and year first above written.
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -3-
B0785-0001\2791204v2.doc
LESSOR: 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:
Julian A. Gold, M. D., Chairperson
APPROVED AS TO CONTENT:
_____________________________
Nancy Hunt-Coffey, Executive Director
ATTEST:
Huma Ahmed, Secretary
APPROVED AS TO FORM:
Laurence S. Wiener, General Counsel
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -4-
B0785-0001\2791204v2.doc
LESSEE: NOWHERE HOLDCO, LLC
By: _______________________
Mariano Anthony Antoci,
Chief Executive Officer
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -1-
B0785-0001\2791204v2.doc
EXHIBIT “A”
FORM OF MEMORANDUM OF LEASE
(Attached.)
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -2-
B0785-0001\2791204v2.doc
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL
TO:
The Parking Authority of the City
of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attention: City Clerk
SPACE ABOVE THIS LINE FOR RECORDER'S
USE
The undersigned declare that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of April 18, 2023, and is entered into by and between NOWHERE HOLDCO, LLC, a Delaware limited liability company (“Tenant”), and THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS (“Landlord”).
RECITALS
A. Tenant and Landlord have entered into that certain Retail Lease dated December 8, 2020, and amended it by a First Amendment to Lease dated April 18, 2023 (the “Lease”), pursuant to which Landlord has agreed to lease and demise to Tenant, and Tenant has agreed to lease and accept from Landlord, a portion (the “Premises”) of that certain building located in the City of Beverly Hills, County of Los Angeles, State of California, commonly known as 339 North Beverly Drive. The Premises are more particularly described in the Lease.
B. Landlord and Tenant now desire to enter into this Memorandum to comply with applicable law requiring that municipal leases be recorded.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and City agree as follows:
1. Lease. Landlord hereby leases and demises to Tenant, and Tenant hereby leases and accepts from Landlord, the “Premises” described in the Lease for a term of twenty (20) years (with two five-year extension options in favor of Tenant), commencing on the Rent Commencement Date (as defined in the Lease) 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: 5826C630-12A3-436D-8552-7DB61B54BF1D -3-
B0785-0001\2791204v2.doc
2. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Lease. In the event any provision of this Memorandum is inconsistent with any term or condition of the Lease, the term or condition of the Lease shall prevail.
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 hereto have executed this Memorandum of Lease as of the date first written above.
LANDLORD: TENANT:
THE PARKING AUTHORITY OF THE CITY
OF BEVERLY HILLS
By:
Nancy Hunt-Coffey, Executive Director
NOWHERE HOLDCO, LLC,
a Delaware limited liability company
By: ____________________________
Mariano Anthony Antoci,
Chief Executive Officer
DocuSign Envelope ID: 5826C630-12A3-436D-8552-7DB61B54BF1D -4-
B0785-0001\2791204v2.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: 5826C630-12A3-436D-8552-7DB61B54BF1D -5-
B0785-0001\2791204v2.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: 5826C630-12A3-436D-8552-7DB61B54BF1D Certificate Of Completion
Envelope Id: 5826C63012A3436D85527DB61B54BF1D Status: Sent Subject: Complete with DocuSign: First Amendment to Lease - Nowhere Holdco, LLC.pdf Source Envelope:
Document Pages: 9 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: 104.175.192.151
Record Tracking
Status: Original
3/10/2023 3:10:09 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Mariano Anthony Antoci
[email protected]
CEO
Erewhon
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.181.50
Sent: 3/27/2023 1:19:03 PM
Viewed: 3/28/2023 10:07:21 AM
Signed: 3/28/2023 3:05:12 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: 208.87.234.180
Sent: 3/28/2023 3:05:14 PM
Viewed: 3/28/2023 3:10:22 PM
Signed: 3/28/2023 3:10:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 3/28/2023 3:10:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julian A. Gold, M.D.
[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
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Carbon Copy Events Status Timestamp
Lance Shiring
[email protected]
VP Finance and Operations
Security Level: Email, Account Authentication
(None)
Sent: 3/28/2023 10:30:16 AM
Viewed: 3/28/2023 10:32:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 3/27/2023 1:19:03 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Yuval Chiprut
[email protected]
Manager
Security Level: Email, Account Authentication
(None)
Sent: 3/27/2023 1:19:04 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
Carbon Copy Events Status Timestamp
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Michelle Ramos-Vergara
[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 3/27/2023 1:19:04 PM
Envelope Updated Security Checked 3/28/2023 10:30:15 AM Envelope Updated Security Checked 3/28/2023 10:30:15 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Envelope Updated Security Checked 3/28/2023 10:30:16 AM Payment Events Status Timestamps