AGENDA REPORT
Meeting Date: January 11, 2024
Item Number:
To: Honorable Mayor and City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: APPROVAL OF AMENDMENT OF LICENSE AGREEMENT BY AND BETWEEN THE CITY OF BEVERLY HILLS AND MILLER-DM, INC.
DBA MERCEDES BENZ OF BEVERLY HILLS AT 348 NORTH
FOOTHILL ROAD
Attachment: 1. Amendment of License Agreement
RECOMMENDATION
Staff recommends City Council approve the Amendment of License Agreement by and between the City of Beverly Hills and Miller-DM, Inc. DBA Mercedes Benz of Beverly Hills (the “Licensor”) for the property located at 348 North Foothill Road.
INTRODUCTION
The license agreement with the Licensor is currently month-to-month. The proposed amendment would extend the term of the license agreement through January 10, 2026.
DISCUSSION
The City entered into a license agreement with the Licensor’s predecessor in interest Jardine California Motors Limited in July 2004. The agreement has since operated on a month-to-month basis, whereby Mercedes Benz of Beverly Hills has utilized the licensed area for parking.
The proposed Amendment of License Agreement provides the following key terms:
• Extension of Term: The license agreement shall extend two years through January 10, 2026;
• Sinkhole Repairs: Upon seven days prior written notice, the City may require the Licensor to remove all vehicles and property from the premises to perform repairs on the sinkhole that has developed, subject to proration of base rent; and Meeting Date: January 11, 2024
• Base Rent: Base rent shall be increased to $12,000.00 per month beginning the effective date of this amendment.
FISCAL IMPACT
The proposed lease amendment increases the rent payable to $12,000.00 per month. In total, $288,000.00 would be collected in base rent through the lease expiration date on January 10, 2026.
There are no broker’s commissions associated with this amendment.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
B0785-0001\2892902v2.doc
AMENDMENT OF LICENSE AGREEMENT
THIS AMENDMENT OF LICENSE AGREEMENT (this “Amendment”) is dated as of January 11, 2024, and is entered into by and between the CITY OF BEVERLY HILLS (“Licensor”), and MILLER-DM, INC., a Delaware corporation (dba “MERCEDES BENZ OF BEVERLY HILLS”) (“Licensee”).
R E C I T A L S
A. Licensor and Licensee’s predecessor-in-interest (Jardine California Motors Limited, a California corporation) entered into that certain License Agreement dated July 6, 2004 (the “Agreement”), pursuant to which Licensor agreed to license to Licensee a portion of that certain real property described as the “East Premises” in such License Agreement, located at 348 North Foothill Road in the City of Beverly Hills, County of Los Angeles, State of California as more particularly described in the Agreement (the “Premises”).
B. Licensor and Licensee now desire to amend the Agreement as hereinafter set forth.
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, Licensor and Licensee agree as follows:
1. Extension of Term. The term of the Agreement is hereby extended to January 10, 2026, and all of the terms of the Agreement as modified by this Amendment, shall apply to the extension.
2. Monthly License Fee. Commencing on the date of this Amendment, the monthly license fee under the Agreement shall increase to TWELVE THOUSAND AND NO/100 DOLLARS ($12,000.00) per month, payable in advance on the first business day of each calendar month without prior demand and without offset or deduction (prorated for any partial calendar month), and such monthly sum shall be payable until the expiration of the two year extension of the term of the Agreement described in Section 1 above.
3. Late Payments. If any Monthly License Fee, or any other sum due, is not received by Licensor from Licensee within five (5) days after the date when due, Licensee shall immediately pay to Licensor a late charge equal to five percent (5%) of such sum due, and Licensor and Licensee agree that this late charge represents a reasonable estimate of the direct and indirect costs, expenses and damages Licensor will incur as a result of Licensee’s late payment (which damages would be impractical and extremely difficult to calculate accurately) and is therefore fair compensation to Licensor for its loss suffered by reason of late payment by Licensee.
4. Repairs by Licensor; License Fee Abatement. Upon seven (7) days’ prior written notice from Licensor, Licensee shall remove all vehicles and any other property from the Premises, whereupon Licensor may enter the Premises to repair the sinkhole that has developed on the Premises. Licensor shall use good faith efforts, but shall not be required, to provide Licensee with an alternative, temporary parking area during the period of such repairs. Licensee shall be obligated to pay the monthly license fee, prorated for any portion of the Premises that is not replaced with alternative, temporary parking and/or any partial month of repair, during the DocuSign Envelope ID: D1E81D53-BA1D-4D96-A1D3-A054834143F4 B0785-0001\2892902v2.doc
period of such repairs. When the repairs are complete, Licensor shall so notify Licensee in writing, and the abatement of the License Fee shall end upon such completion date.
5. 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.
6. DocuSign. The parties may use DocuSign to execute and deliver this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
LICENSOR: CITY OF BEVERLY HILLS
By:
Julian A. Gold, M.D., Mayor
ATTEST:
____________________________
Huma Ahmed, City Clerk
DocuSign Envelope ID: D1E81D53-BA1D-4D96-A1D3-A054834143F4 B0785-0001\2892902v2.doc
APPROVED AS TO CONTENT:
______________________________
Nancy Hunt-Coffey, City Manager
APPROVED AS TO FORM:
______________________________
Laurence S. Wiener, City Attorney
LICENSEE:
MILLER-DM, INC., a Delaware corporation
By: __________________________
Gillian Hobson, Vice President
DocuSign Envelope ID: D1E81D53-BA1D-4D96-A1D3-A054834143F4 Certificate Of Completion
Envelope Id: D1E81D53BA1D4D96A1D3A054834143F4 Status: Sent Subject: Complete with DocuSign: Amendment of License Agreement - Mercedes-Benz Source Envelope:
Document Pages: 3 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Jonathan Gernes
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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: 72.134.81.22
Record Tracking
Status: Original
1/3/2024 4:47:13 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Gillian Hobson
[email protected]
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Signed using mobile
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Signed: 1/4/2024 9:23:18 PM
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Signed: 1/5/2024 7:05:00 AM
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
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Nancy Hunt-Coffey
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Julian A. Gold, M.D.
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Huma Ahmed
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
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Sent: 1/3/2024 4:52:21 PM
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Not Offered via DocuSign
Adrianne Tarazon
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Keith Sterling
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Megan Grilley
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