Item E-14 Agenda Report — Beverly Hills City Council, February 6, 2024

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AGENDA REPORT
Meeting Date: February 6, 2024
Item Number:

To: Honorable Mayor and City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: APPROVAL OF LEASE TERMINATION AND

SETTLEMENT/RELEASE AGREEMENT WITH GOOGLE, LLC AT
331 FOOTHILL ROAD; AND

A BROKER LEASING & COMMISSION AGREEMENT BY AND

BETWEEN THE CITY OF BEVERLY HILLS AND CUSHMAN &
WAKEFIELD OF CALIFORNIA, INC. FOR LEASING OF SUITE 400
AT 331 FOOTHILL ROAD
Attachment: 1. Lease Termination and Settlement/Release Agreement

2. Broker Leasing & Commission Agreement

RECOMMENDATION
Staff recommends City Council approve the Lease Termination and Settlement/Release Agreement with Google, LLC at 331 Foothill Road, and the Broker Leasing & Commission Agreement with Cushman & Wakefield of California, Inc. for leasing of Suite 400 at 331 Foothill Road. The termination agreement will terminate the lease with Google, LLC effective February 6, 2024. The broker agreement will engage broker services for marketing and leasing the space Google, LLC is to vacate.

INTRODUCTION
Google, LLC seeks to terminate its lease at 331 Foothill Road, Suite 400 in advance of the lease expiration date. The proposed agreement with Google, LLC would terminate the lease effective February 6, 2024, and require a termination fee of $1,298,772.29 to be paid to the City of Beverly Hills in advance.

In consideration of Google’s anticipated vacancy, the Broker Leasing & Commission agreement would provide Cushman & Wakefield of California, Inc.’s services to market the space for lease.

Meeting Date: February 6, 2024

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DISCUSSION
Lease Termination and Settlement/Release Agreement
The City of Beverly Hills entered into a lease agreement with Google at 331 Foothill Road, Suite 400 in April 2011. The lease was subsequently amended to extend the term of the agreement through May 31, 2028.

Google has requested to terminate the lease early outside of the terms of the lease agreement. The proposed Lease Termination and Settlement/Release Agreement includes the following key terms:
• The Lease shall terminate effective February 6, 2024, and Google, LLC shall return the premises in broom swept condition;
• Effective as of the termination, there shall be a mutual release of all claims under this lease between Google, LLC and the City of Beverly Hills; and • The Tenant shall pay $1,298,772.29 upon its signature of the Agreement, representing unamortized broker commission fees and free rent, monthly rent from February 7, 2024 to November 6, 2024, and work performed by the City of Beverly Hills on behalf of Google.

Broker Leasing & Commission Agreement
The City solicited a Request for Proposals (RFP) between May 19, 2021, and June 3, 2021, for real estate broker services at 331 Foothill Road. The City received proposals from multiple real estate brokers, which were evaluated on the proposal’s completeness, qualifications of the respondent, proposed marketing plans, and proposed terms and fee schedule. This evaluation culminated in City Staff’s selection of Cushman & Wakefield, and on July 15, 2021, City Council approved a Broker Leasing & Commission Agreement for services at 331 Foothill Road including Suite 150, 200, and 300.

This Broker Leasing & Commission Agreement would provide marketing and leasing services for Suite 400 at 331 Foothill Road.

FISCAL IMPACT
The City will collect $1,298,772.29 in consideration of the early termination of the lease.

The leasing commission agreement with Cushman & Wakefield of California, Inc. shall have a commission schedule that follows one of two schedules: one schedule for rates payable upon the City requesting services for negotiations with The Agency or United Talent Agency, LLC (“Schedule 1”), and one schedule for leases with tenants not affiliated with either The Agency or United Talent Agency, LLC (“Schedule 2”).

Schedule 1 Commissions
• Without a tenant broker, 1.5% of the base/fixed rent for the first five years of the term, 1% of the base/fixed rent for years six through ten of the term, and 0.5% of base/fixed rent for each year thereafter.
• If the tenant has a broker as well, 5.5% of the base/fixed rent for the first five years of the term, 3% of the base/fixed rent for years six through ten of the term, and

1.5% of base/fixed rent for each year thereafter.

Meeting Date: February 6, 2024

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Schedule 2 Commissions
• Without a tenant broker, 4% of the base/fixed rent for the first five years of the term, 2% of the base/fixed rent for years six through ten of the term, and 1.5% of base/fixed rent for each year thereafter.
• If the tenant has a broker as well, 6% of the base/fixed rent for the first five years of the term, 3% of the base/fixed rent for years six through ten of the term, and

1.5% of base/fixed rent for each year thereafter.

The commission under either Schedule 1 or 2 would be paid in five equal installments, with one-fifth upon the execution of the lease and one-fifth on each anniversary of the commencement of the lease term, subject to the prospective tenant not being in default as of the date payment is due. The broker will be required to share the commission payment with the tenant’s broker, if the tenant has a broker.

The total commission is estimated to be between $135,946.21 and $536,440.04 for a tenyear lease; however, this agreement will be subject to the base rent negotiated. There is no fiscal impact or request for funding at this time.

Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
-1- EXECUTION VERSION. B0785-0001\2915782v2.doc

LEASE TERMINATION AND SETTLEMENT/RELEASE AGREEMENT
THIS LEASE TERMINATION AND SETTLEMENT/RELEASE AGREEMENT (this “Agreement”) is dated as of February 6, 2024, and is entered into by and between the CITY OF BEVERLY HILLS, a municipal corporation (“Lessor”) and GOOGLE LLC, a Delaware limited liability company (formerly known as Google Inc., a Delaware corporation) (“Lessee”).

A. Lessor and Lessee executed that certain Office Lease dated April 5, 2011, for certain space (the “Premises”) in the building at 331 Foothill Road, Beverly Hills, California (the “Original Lease”). The Original Lease was amended by that certain First Amendment to Lease dated as of December 21, 2021 ("First Amendment"). The Original Lease, as amended by the First Amendment, is collectively referred to herein as the "Lease."
B. A Memorandum of Lease dated April 5, 2011 was recorded on April 27, 2011 as Document No. 20110607527 in the Official Records of Los Angeles County, California, and an Amendment to Memorandum of Lease dated December 21, 2021 was recorded on May 3, 2022 in such Official Records as Document No. 20220481300 (collectively, the “Memorandum”).

C. Lessor and Lessee have agreed to enter into this Agreement in order to terminate the Lease and the Memorandum and to release one another from their respective obligations thereunder, except as otherwise provided herein, on the terms and subject to the conditions hereinafter set forth.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and release(s) set forth, the sufficiency of which the parties hereto acknowledge, the parties hereto agree as follows:

1. Capitalized Terms. All capitalized terms when used herein shall have the same meanings given such terms in the Lease unless expressly superseded by the terms of this Agreement.

2. Termination of Lease. Lessor and Lessee hereby agree that the Lease shall terminate and be of no further force or effect as of February 6, 2024 (the “Termination Date”). Effective as of the Termination Date, Lessee shall have no further rights with respect to the Premises, and both parties thereto shall be fully and unconditionally released and discharged from their respective obligations to perform each and all of the terms, covenants and conditions set forth in the Lease as of the Termination Date, except as otherwise expressly provided herein.

3. Surrender of Premises. Lessee shall (i) deliver possession of the Premises to Lessor on or before the Termination Date (including all keys to the Premises, which shall be delivered to Jessika Lloyd at 345 Foothill Road), in their current AS-IS, where-is broom-clean condition, with all fixtures and equipment removed except for racks in the server rooms, and any damage caused by such removal repaired. Lessor acknowledges and agrees that no Alterations DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E -2-
B0785-0001\2915782v2.doc
or other improvements existing as of the date of this Agreement are required to be removed (or restored or repaired) by Lessee as of the Termination Date, and that the Premises are to surrendered in the current condition thereof as described above.

4. Consideration to Lessor. In consideration for Lessor’s execution of this Agreement, Lessee shall pay to Lessor concurrently with its execution and delivery execution of this Agreement by Lessor the sum of One Million Two Hundred Ninety-Eight Thousand Seven Hundred Seventy-Two and 29/100 Dollars ($1,298,772.29) on the Termination Date, which amount is consideration of: (i) elevator, HVAC and signage repair costs; and (ii) Lessor’s agreement to terminate the Lease prior to the expiration of the Term and allow Lessee to vacate the Premises on the Termination Date in accordance with the terms of this Agreement, and in consideration of the mutual release of all obligations and claims provided for below (the “Termination Fee”).

5. Claims; Mutual Releases.

5.1 Definition of Claims. As used herein, the term “Claims” shall mean any past, present or future, fixed or contingent, matured or unmatured, liquidated or unliquidated, claims, cross-claims, obligations, liabilities, rights, demands, notices, injuries, damages, losses, requests, obligations to defend or indemnify, suits, lawsuits, costs, costs of suit, attorneys’ fees, experts’ fees, actions, administrative proceedings, causes of action or orders, of any nature, character, type or description, whenever and however occurring, whether at law, or in equity, and whether sounding in tort, contract, nuisance, trespass, negligence, strict liability or any statutory, common law or other cause of action, on any grounds whatsoever, which were, could have been, or could be asserted based on or in any way related to any facts, acts, or omissions, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, actual or potential, occurring on or before the Effective Date and arising out of or relating in any way to the Lease or this Agreement.

5.2 Release by Lessor. Effective as of the Termination Date, Lessor fully and irrevocably releases, waives, acquits and discharges Lessee from all Claims, whether known or unknown, existing or potential, suspected or unsuspected, or that may hereafter be sustained, that Lessor may have or assert, or may hereafter have or assert, by reason of any contract (express, oral or written, implied in fact or implied in law), right to defense or indemnification (legal or equitable, contractual, statutory or common law), liability, matter, cause, fact, thing or act or omission arising out of, caused by or having any connection with the Lease or the Premises excluding (a) Claims arising from any failure by Lessee to comply with the terms of this Agreement and (b) Lessee’s obligation under the Lease to indemnify Lessor for third party Claims arising out of an occurrence during the Term prior to the Termination Date.

5.3 Release by Lessee. Effective as of the Termination Date, Lessee hereby fully and irrevocably releases, waives, acquits and discharges Lessor from all Claims, whether known or unknown, existing or potential, suspected or unsuspected, or that may hereafter be sustained, that Lessee may have or assert, or may hereafter have or assert, by reason of any contract (express, oral or written, implied in fact or implied in law), right to defense or indemnification (legal or equitable, contractual, statutory or common law), liability, matter, cause, fact, thing or act or omission arising out of, caused by or having any connection with the DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E -3- B0785-0001\2915782v2.doc
Lease or the Premises excluding claims arising from any failure to Lessor to comply with the terms of this Agreement. Without limiting the foregoing, Lessee acknowledges and agrees that the foregoing release shall apply not only to its personal Claims, if any, but also to any future loss resulting from Claims brought by third-parties against Lessee in connection with the Lease or the Premises.

5.4 Discovery of Facts. Lessor and Lessee acknowledge that they may hereafter discover facts different from, or in addition to, those that they now believe to be true with respect to any and all of the matters or rights released in this Section. Nevertheless, Lessor and Lessee agree that the releases set forth in this Section shall be and remain effective in all respects, notwithstanding the discovery of any such different or additional facts.

5.5 1542 Waiver. With respect to the releases set forth hereinabove, each of the parties hereby acknowledge that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542 and Lessor and Lessee hereby waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.”

EACH OF THE UNDERSIGNED, BEING AWARE OF SAID CODE

SECTION, HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS IT

MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR

COMMON LAW PRINCIPLES OF SIMILAR EFFECT ARISING OUT OF

OR RELATING IN ANY WAY TO THE LEASE OR THE RELEASES SET FORTH HEREIN. EACH PARTY ACKNOWLEDGES THAT IT HAS

RECEIVED THE ADVICE OF LEGAL COUNSEL WITH RESPECT TO

THE AFOREMENTIONED WAIVER AND UNDERSTANDS THE TERMS
THEREOF.

Lessor’s Initials Lessee’s Initials

6. Stipulation by Lessee. Lessee hereby stipulates and agrees that if Lessee fails to deliver possession of the Premises as provided by Section 3, then Lessor shall have the irrevocable right, upon ex parte application and without notice to Lessee or any hearing, to a judgment from any court with jurisdiction awarding possession of the Premises to Lessor (without limiting any other remedies Lessor may have for Lessee’s breach of this Agreement).

7. Recordable Termination of Memorandum of Lease. Concurrently with Lessee’s execution and delivery of this Agreement, Lessee shall execute a Termination of Memorandum of Lease in the form attached hereto as Exhibit “A” and shall deliver it to Lessor (with Lessee’s signature thereon having been duly acknowledged by a notary). Lessor shall thereafter execute DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E -4- B0785-0001\2915782v2.doc
the Termination of Memorandum of Lease (with Lessor’s signature duly acknowledged by a notary), but Lessor shall not record the Termination of Memorandum of Lease prior to the Termination Date. Lessor’s City Manager may execute the Termination of Memorandum of Lease on behalf of Lessor.

8. Lessee’s Address for Notices. Effective as of the Effective Date, all notices, consents, demands and other communications delivered by Lessor to Lessee pursuant to and in accordance with the Lease must be addressed to the following addresses:

Google LLC
1600 Amphitheatre Parkway
Mountain View, California 94043
Attention: REWS/Lease Administration
and
Google LLC
1600 Amphitheatre Parkway
Mountain View, California 94043
Attention: Legal Dept./Real Estate Matters
With a copy for any notices of breach or default sent by email to:
[email protected]

9. Entire Agreement. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreement and discussion.

10. No Waiver. The waiver of any provision of this Agreement must be in writing and signed by the party providing such waiver. The waiver of a breach of any provision of this Agreement shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other provision of this Agreement. Acceptance of performance after the due date of such performance shall not be deemed to be a waiver any preceding breach of any provision of this Agreement, regardless of the accepting party’s knowledge of such preceding breach at the time of acceptance of such performance. The parties further acknowledge and agree that if and to the extent that either party does not require the other to strictly comply with the covenants, agreements and obligations contained herein, such action or inaction shall not constitute a waiver of, or otherwise affect or prejudice in any manner, either party’s present or future rights, remedies, benefits or powers, including the right to require performance of such covenants, agreements and obligations strictly in accordance with the terms and provisions of this Agreement.

11. Severability. If any court of competent jurisdiction determines any provision of this Agreement to be invalid, illegal or unenforceable, that provision shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable provision had never been a part hereof.

DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E -5-
B0785-0001\2915782v2.doc

12. Modifications. No provision of this Agreement may be changed, discharged, supplemented, terminated or waived except in a writing signed by the parties hereto.

13. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

14. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered (including those delivered electronically (e.g., PDF format or Docusign)), shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. Emailed copies of this executed Agreement (or executed counterparts) may be delivered by email to Lessor to [email protected] and to Lessee to [email protected].

15. Governing Law; Jurisdiction. The terms and conditions of, and the rights and obligations under, this Agreement shall be construed and enforced in accordance with, and governed by, the local laws of the State of California. Lessee hereby submits to the jurisdiction of the Superior Court of the State of California in Los Angeles County and agree that any dispute regarding the interpretation or enforcement of, or any other matter relating to, this Agreement shall be determined in and by such court.

16. Time of Essence. Time is of the essence of each provision hereof in which time is a factor.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of the day and year first set forth above.

LESSOR: CITY OF BEVERLY HILLS
By:

Julian A. Gold, M.D., Mayor

17. Brokers. Lessor and Lessee each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Agreement, except for CBRE, representing Lessee (the “Broker”) and that it knows of no other real estate broker or agent who is entitled to a commission in connection with this Agreement. Lessee shall be solely responsible for paying any commission or other consideration (if any) payable to the Broker in connection with this Agreement. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any breach of the foregoing representation, warranty and covenant by the indemnifying party in connection with this Agreement.
_________________________ Huma Ahmed, City Clerk
ATTEST:

DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E -6-
B0785-0001\2915782v2.doc
APPROVED AS TO FORM:

Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:

Nancy Hunt-Coffey, City Manager
LESSEE: GOOGLE LLC
By: ______________________
Print Name: ________________
Title: _____________________
DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E joe borrett
Global Director, Real Estate Services
B0785-0001\2915782v2.doc
EXHIBIT "A"
FORM OF RECORDABLE "TERMINATION OF MEMORANDUM OF LEASE" (Attached.)
DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E B0785-0001\2915782v2.doc

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Beverly Hills
Office of the City Manager
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Clerk

SPACE ABOVE THIS LINE FOR RECORDER'S USE
Recording Fee: Exempt pursuant to California Government Code Section 27383

TERMINATION OF MEMORANDUM OF LEASE
THIS TERMINATION OF MEMORANDUM OF LEASE (this “Termination”) is dated for reference purposes as of February 6, 2024 and is entered into by and between the CITY OF BEVERLY HILLS, a municipal corporation (“Lessor”), and GOOGLE LLC, a Delaware limited liability company (formerly known as Google Inc., a Delaware corporation) (“Lessee”).

R E C I T A L S
A. Lessor and Lessee executed that certain Office Lease dated April 5, 2011, for certain space (the “Premises”) in the building at 331 Foothill Road, Beverly Hills, California (the “Original Lease”). The Original Lease was amended by that certain First Amendment to Lease dated as of December 21, 2021 ("First Amendment"). The Original Lease, as amended by the First Amendment, is collectively referred to herein as the "Lease."
B. Google Inc. was converted to a Delaware limited liability company called Google LLC (i.e., the “Lessee” noted above).

C. A Memorandum of Lease dated April 5, 2011 was recorded on April 27, 2011 as Document No. 20110607527 in the Official Records of Los Angeles County, California, and an Amendment to Memorandum of Lease dated December 21, 2021 was recorded on May 3, 2022 in such Official Records as Document No. 20220481300 (collectively, the “Memorandum”).

D. Lessor and Lessee have agreed to enter into a Lease Termination and Settlement/Release Agreement to terminate the Lease, and such agreement requires that Lessor and Lessee execute and record this Agreement in order to also terminate the Memorandum.

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

DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E B0785-0001\2915782v2.doc

1. Termination. The recorded Memorandum is hereby terminated.

2. Counterparts. This Termination 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, Lessor and Lessee have executed this Termination as of the date first above written.

LESSOR: CITY OF BEVERLY HILLS, a municipal
corporation
By:

Nancy Hunt-Coffey, City Manager
LESSEE: GOOGLE LLC, a Delaware limited liability
company
By: ______________________
Print Name: ________________
Title: _______________________
DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E B0785-0001\2915782v2.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: B30F3A3C-88F9-44C3-9207-414441D0810E B0785-0001\2915782v2.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.

DocuSign Envelope ID: B30F3A3C-88F9-44C3-9207-414441D0810E Certificate Of Completion
Envelope Id: B30F3A3C88F944C39207414441D0810E Status: Sent Subject: Complete with DocuSign: Lease Termination and Settlement/Release Agreement - Google LLC Source Envelope:

Document Pages: 11 Signatures: 2 Envelope Originator:

Certificate Pages: 3 Initials: 1 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: 198.245.189.166
Record Tracking
Status: Original
1/30/2024 1:16:42 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
joe borrett
[email protected]
Director REWS - Google
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 104.132.45.79
Sent: 1/31/2024 10:17:23 AM
Viewed: 1/31/2024 10:30:39 AM
Signed: 1/31/2024 10:32:56 AM
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: 208.87.235.180
Sent: 1/31/2024 10:32:57 AM
Viewed: 1/31/2024 10:39:43 AM
Signed: 1/31/2024 10:45:02 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: 1/31/2024 10:45:03 AM
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:

Security Level: Email, Account Authentication
(None)
Sent: 1/31/2024 10:17:24 AM
Viewed: 1/31/2024 10:18:04 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: 1/31/2024 10:17:23 AM
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
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Megan Grilley
[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 1/31/2024 10:17:24 AM
Payment Events Status Timestamps
Attachment 2
-1-
B0785-0001\2905685v2.doc

BROKER LEASING & COMMISSION AGREEMENT
This BROKER LEASING & COMMISSION AGREEMENT is executed as of February 6, 2024 and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”) and CUSHMAN & WAKEFIELD OF CALIFORNIA, INC., a California corporation (“Broker”) with respect to the leasing by Landlord of Suite 400 at 331 Foothill Road, Beverly Hills, California 90210 (such unleased space being hereinafter referred to as the “Property”).

RECITALS
A. Landlord desires to engage Broker as Landlord’s real estate agent to obtain prospective tenants and to negotiate proposed “business” terms for leases for the Property.

B. Broker and Landlord desire that Broker be paid a leasing commission by Landlord only if Landlord actually enters into leases with one or more tenants (each, a “Prospective Tenant”) procured by Broker and not listed/excluded on Exhibit “A” attached hereto (except as expressly provided below), and then only on the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the sufficiency of which is hereby acknowledged, Landlord and Broker hereby agree as follows:

1. Term. The term of this Agreement will commence on the date hereof and will expire one (1) calendar year thereafter; provided, however, that the City Manager shall have the right to extend such initial term up to two (2) times for up to six (6) months per extension provided the extension is in writing (as so extended, such term is referenced to as the “Term”).

2. Lease Commissions; Including for Leases with Certain Excluded Entities. If: (i) Landlord requests (by written request from the City Manager) Broker’s services for negotiating proposed “business” terms for leases for the Property with The Agency or any affiliate, or with United Talent Agency, LLC or any affiliate; and (ii) Landlord actually enters into a lease with The Agency or any affiliate or United Talent Agency, LLC or affiliate, who is so represented, then Broker will be paid a leasing commission by Landlord, as follows:
(a) If The Agency or any affiliate, or United Talent Agency, LLC or any affiliate does not have a broker, the amount of the commission shall be one and one half percent (1.5%) of the base/fixed rent for the first five (5) years of the term of the applicable lease and one percent (1%) of the base/fixed rent for the second five (5) years of the term of the applicable lease; and one half percent (0.5%) of base/fixed rent for each year of the term of the applicable lease thereafter. (b) If The Agency or any affiliate, or United Talent Agency, LLC or any affiliate has a broker, the amount of the commission shall be five and one half percent (5.5%) of the base/fixed rent for the first five (5) years of the term of the applicable lease and three percent (3%) of the base/fixed rent for the second five (5) years of the term of the applicable lease; and one and one half percent (1.5%) of base/fixed rent for each year of the term of the applicable lease thereafter.

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If a lease between Landlord and a prospective tenant (i.e., which does not include the entities on Exhibit “A”) (“Prospective Tenant”) for the Property (a “Lease”) is executed by the Prospective Tenant during the Term and then submitted by Landlord staff to the City Council for approval and subsequently approved by the City Council, then Landlord shall pay to Broker a leasing commission in the following amount in connection with the lease (subject to Section 4 below):
(a) If the Prospective Tenant does not have a broker, the amount of the commission shall be four percent (4%) of the base/fixed rent for the first five (5) years of the term of the Lease; two percent (2%) of base/fixed rent for the second five years of the term of the Lease; and one and one half percent (1.5%) of base/fixed rent for each year of the term thereafter.
(b) If the Prospective Tenant has a broker, the amount of the commission shall be six percent (6%) of the base/fixed rent for the first five (5) years of the term of the Lease and three percent (3%) of the base/fixed rent for the second five (5) years of the term of the Lease; and one and one half percent (1.5%) of base/fixed rent for each year of the term thereafter.

3. Post-Term Protection. Within ten (10) days after the end of the Term, Broker will provide to Landlord a list of Prospective Tenants to whom the Property was submitted by broker during the Term and any for any party on Exhibit “A” where Landlord requests (by written request from the City Manager) Broker’s services for negotiating proposed “business” term (“Registered Prospect”). If a Registered Prospective, appearing on the list, enters into a Lease within one hundred and eighty (180) days after the end of the Term, and thereafter the Lease is fully executed and delivered, and submitted by Landlord staff to the City Council for approval on or before and subsequently approved by the City Council, Landlord will pay a commission to Broker as provided above.

Landlord agrees that such 180-day period will be extended for so long as negotiations with a Registered Prospective are continuing.

4. Payment of Commission; Sharing with Tenant’s Broker. The commission for a Lease shall be amortized and paid over the first four years of the lease term. One fifth shall be paid upon lease execution, but only after Landlord’s receipt of the security deposit and first month’s prepayment of rent, and one fifth shall be paid on each anniversary of the rent commencement date; however, if the tenant is in default as of the date on which a commission payment is due, then that commission payment shall not be made unless and until the tenant timely cures the default. No commissions shall be paid for options or extensions. Commission payments shall be made, addressed and delivered to Broker at its address for notices set forth in Section 15 below. If the tenant has a broker, then Broker shall split its commission with the tenant’s broker.

5. Authority of Broker. Broker shall have no authority to bind Landlord, but shall attempt to negotiate basic business terms for leases that benefit Landlord, considering market conditions for the Property, and that are acceptable to Landlord staff. Broker shall make clear to Prospective Tenants (and their brokers, if any) that Landlord will not be bound DocuSign Envelope ID: 2FD26A7B-B3A2-45F6-915C-0F8AB7247EE6 -3-
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unless and until its City Council approves the applicable lease in its sole and absolute discretion.

6. Insurance.
(a) Broker shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance through third party insurers, self-insurance, or Cushman & Wakefield’s wholly owned captive insurance company as follows (with limits that may be met by a combination of primary and excess policies):
(1) A policy or policies of Comprehensive General Liability Insurance, with limits of Five Million Dollars ($5,000,000) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Broker. (2) A policy or policies of Comprehensive Automobile Liability Insurance covering personal injury and property damage, with limits of Five Million Dollars ($5,000,000) combined single limit per accident, covering any vehicle utilized by Broker in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California. (4) Professional Liability Insurance – a policy or policies of Professional Liability Insurance (errors and omissions) with limits of Five Million Dollars ($5,000,000) per claim and in the annual aggregate.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to Landlord upon filing a certificate or certificates of insurance with the City Clerk. Further, Broker agrees to maintain in full force and effect Professional Liability insurance for one year after performance of work under this Agreement is completed. (b) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A;VII A-; VI (or equivalent rating) in the latest edition of Best’s Insurance Guide or alternatively through self-insurance or Cushman & Wakefield's wholly owned captive insurance company.
(c) Broker agrees that if it does not keep the aforesaid insurance in full force and effect, Landlord may immediately terminate this Agreement. (d) At all times during the term of this Agreement, Broker shall maintain on file with the City Clerk a certificate or certificates of insurance, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Broker shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain a blanket endorsement including the Landlord as additional insured.

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(e) The general liability and automobile insurance provided by Broker shall be primary to any coverage available to Landlord with respect to claims to the extent arising from Broker’s negligent, fraudulent, or willful misconduct as to Broker’s express obligations under the indemnity provision of the agreement. The general liability, automobile, and workers’ compensation policies of insurance required by this Agreement shall include provisions for waiver of subrogation; however, Broker will not waive its subrogation rights if a loss is caused by the Landlord's gross negligence.

7. Indemnification. Broker shall indemnify, defend and hold Landlord and its City Council and each member thereof, and every officer, employee and agent of Landlord, from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) to the extent arising from any intentional, reckless, or negligent acts, errors or omissions of Broker or any person employed by Broker in the performance of this Agreement. Landlord shall indemnify, defend and hold Broker and each officer, employee and agent of Broker, from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) to the extent arising from any intentional, reckless, or negligent acts, errors or omissions of Landlord. All obligations under this Section 7 shall survive the expiration or earlier termination of this Agreement.

8. Professional Advice. Broker recommends that Landlord obtain legal, tax or other professional advice relating to this Agreement and the proposed Lease of the Property as well as the condition and/or legality of the Property, including, but not limited to, the Property's improvements, equipment, soil, tenancies, title, environmental aspects and compliance with the Americans with Disabilities Act. Landlord shall also be responsible in making the final determination regarding the financial soundness of any Prospective Tenant. Broker will have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Landlord and Broker.

9. Agency Disclosure. Landlord acknowledges that it has received a copy of Broker’s Disclosure Regarding Real Estate Agency Relationship and that Landlord has returned a signed copy thereof to Broker.

10. Broker Regulatory or Statutory Provisions. The following provisions must be included in brokerage agreements in the State of California: (a) it is illegal for either party to discriminate against any person because of one's membership in a protected class (e.g., race, color, religion, national origin, sex, ancestry, age, marital status, physical or mental handicap, familial status, or any other class protected by law); (b) Landlord acknowledges receipt of a copy of Notice to Owners, Buyers and Tenants Regarding Environmental Matters, Americans With Disabilities Act and Related Laws, Flood Disclosure, Zoning/Use Disclosure and Alquist-Priolo Special Earthquake Fault Zoning Act; and (c) Landlord acknowledges receipt of a copy of the Agreement and this Schedule of Commissions.

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11. Assignment. Broker may not assign its rights or obligations hereunder, in whole or in part, without the prior consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion.

12. Attorneys’ Fees. If either party institutes legal action to enforce its rights under this Agreement, the prevailing party (as determined by the trier of fact) will be entitled to recover its reasonable attorneys’ fees and costs from the other party.

13. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement.

14. Entire Agreement. This Agreement constitutes the entire agreement between Landlord and Broker with respect to the subject matter hereof.

15. Applicable Law. This Agreement shall be governed by the laws of the State of California.

16. Addresses for Notices. Notices hereunder shall be in writing, shall be addressed as follows, and shall be delivered by certified mail, return receipt requested (and deemed delivered on the date of delivery or refusal of acceptance shown on the return receipt:

Landlord: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, California 90210
Attn: Executive Director
Broker: Cushman & Wakefield of California, Inc.
10250 Constellation Blvd., Suite 2200
Los Angeles, California 90067
with a copy to: Cushman & Wakefield
900 Wilshire Boulevard, Suite 2400
Los Angeles, California 90017
Attention: Legal Department

17. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.

18. Broker Default. Landlord may terminate this Agreement upon a default by Broker which is not cured within ten (10) days after written notice from Landlord, provided, however, that if Broker fails to maintain the insurance required under Section 6, Landlord may terminate this Agreement immediately, without opportunity for Broker to cure.

19. DocuSign. This Lease may be executed by using DocuSign and the email address set forth below.

20. OFAC. Each party represents and warrants to the other that it, and all persons and entities owning (directly or indirectly) an ownership interest in it: (a) are not, and will not DocuSign Envelope ID: 2FD26A7B-B3A2-45F6-915C-0F8AB7247EE6 -6-
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become, a person or entity with whom a party is prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order or other governmental action; and (b) are not knowingly engaged in, and will not knowingly engage in, any dealings or transactions or be otherwise associated with such persons or entities described in clause (a) above.

21. Anti-Bribery & Corruption. Each party represents and warrants to the other that it (and any party acting on its behalf) has not, in order to enter into this agreement, offered, promised, authorized or made any payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, kickbacks or other unlawful or improper means of doing business (“Prohibited Activity”) and will not engage in Prohibited Activity during the term of this agreement. In the event of any violation of this section, the non-offending party shall be entitled to immediately terminate this agreement and take such other actions as are permitted or required to be taken under law or in equity.

LANDLORD:

CITY OF BEVERLY HILLS
Julian A. Gold, M.D., Mayor
ATTEST:

Huma Ahmed, City Clerk
BROKER:

CUSHMAN & WAKEFIELD OF
CALIFORNIA, INC.

Matt Chatham, Regional President
APPROVED AS TO CONTENT:
___________________________________
Nancy Hunt-Coffey, City Manager
Sharon L’Heureux Dressel, Risk Manager
APPROVED AS TO FORM:

Laurence S. Wiener, City Attorney
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Exhibit “A”
Excluded Tenants

1. The Agency and affiliates

2. United Talent Agency, LLC and affiliates
[Notice to Owners Follows]
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NOTICE TO OWNERS, BUYERS AND TENANTS REGARDING

ENVIRONMENTAL MATTERS,

AMERICANS WITH DISABILITIES ACT AND RELATED LAWS,

FLOOD DISCLOSURE, ZONING/USE DISCLOSURE AND

ALQUIST-PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT

ENVIRONMENTAL MATTERS
It is essential that all parties to real estate transactions be aware of the health, liability and economic impact of environmental factors on real estate. Cushman & Wakefield does not conduct investigations or analyses of environmental matters and, accordingly, urges the parties to a real estate transaction to retain qualified environmental professionals to determine whether hazardous or toxic wastes or substances (such as asbestos, PCBs and other contaminants or petro-chemical products stored in underground tanks) or other undesirable materials or conditions are present at the property and, if so, whether any health danger or other liability exists. Such substances may have been used in the construction or operation of buildings or may be present as a result of previous activities at the property.

Various laws and regulations have been enacted at the federal, state and local levels dealing with the use, storage, handling, removal, transport and disposal of toxic or hazardous wastes and substances. Depending upon past, current and proposed uses of the property, it may be prudent to retain an environmental expert to conduct a site investigation and/or building inspection. If hazardous or toxic substances exist or are contemplated to be used at the property, special governmental approvals or permits may be required. In addition, the cost of removal and disposal of such materials may be substantial. Consequently, legal counsel and technical experts should be consulted where these substances are or may be present.

AMERICANS WITH DISABILITIES ACT AND RELATED LAWS
As an Owner or tenant of real property, you may be subject to the Americans with Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title III of the ADA requires Owners and tenants of "public accommodations" to remove barriers to access by disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons by January 26, 1992. The regulations under Title III of the ADA are codified at 28 CFR Part 36.

We recommend that you and your attorney review the ADA and the regulations, and, if appropriate, your proposed lease or purchase agreement, to determine if this law would apply to you, and the nature of the requirements. These are legal issues. Cushman & Wakefield cannot give you legal advice on these issues.

Furthermore, all California commercial leases regardless of size executed on or after July 1, 2013 must contain a provision disclosing whether the premises have been inspected by a government-approved Certified Access Specialist (CASp) and if so, whether the premises have been determined to be in compliance with all applicable construction-related disability accessibility standards. The law (California Civil Code §1938) does not require a landlord to conduct a CASp inspection of the property; however, it does require that the landlord disclose whether or not an inspection has been completed and if so, whether the property meets the applicable accessibility standards.

FLOOD DISCLOSURE
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If the premises is located in a Federally Designated Flood Zone, the Tenant’s real and personal property situated on or in the premises is not protected by the hazard insurance policy for the property carried by the Owner. The Tenant is responsible for investigating the Flood Zone status of the premises and obtaining insurance to cover the Tenant's property if it so desires.

ZONING/USE DISCLOSURE
Prior to executing a lease, the Tenant is responsible for determining that the zoning applicable to the property allows the Tenant to use the premises for the Tenant’s intended use, and that all building codes, parking requirements, and other governmental requirements, improvements required, and permits necessary have been met or are available to Tenant. Cushman & Wakefield has made no representations, except in writing, if any, concerning the zoning and allowable use of the premises and any requirements that may be imposed upon the Tenant by any governmental agency. If the Tenant's use of the premises requires a Use Permit or other permits from a governmental authority it could take several months to obtain same, and Tenant may still be responsible for the payment of rent and other charges whether or not such permits are ultimately obtained.

ALQUIST-PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT
The property may be situated in an Earthquake Fault Zone as designated under the Alquist-Priolo Earthquake Fault Zoning Act, Sections 2621-2630 inclusive, of the California Public Resources Code; and, as such the construction of development on the property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered with the State of California, unless such report is waived by the city or county under the terms of that Act. No representations on this subject are made by Cushman & Wakefield or its agents or employees, and the Tenant/Purchaser is advised to make its own inquiry into this situation prior to entering into a lease or sale agreement.

By your signature below, you acknowledge that you have read and understand this disclosure and have received a copy:

Received on , 20___
Signature:

Printed Name:

DocuSign Envelope ID: 2FD26A7B-B3A2-45F6-915C-0F8AB7247EE6 Certificate Of Completion
Envelope Id: 2FD26A7BB3A245F6915C0F8AB7247EE6 Status: Sent Subject: Complete with DocuSign: Broker Leasing & Commission Agreement Source Envelope:

Document Pages: 9 Signatures: 3 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: 198.245.189.166
Record Tracking
Status: Original
1/30/2024 2:37:00 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Matt Chatham
[email protected]
President, Northwest Region
Matt Chatham
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.194.197.163
Signed using mobile
Sent: 1/31/2024 10:33:33 AM
Viewed: 1/31/2024 10:42:09 AM
Signed: 1/31/2024 10:42:35 AM
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: 208.87.235.180
Sent: 1/31/2024 10:42:36 AM
Viewed: 1/31/2024 10:45:31 AM
Signed: 1/31/2024 10:45:41 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 1/31/2024 10:42:36 AM
Viewed: 1/31/2024 11:31:33 AM
Signed: 1/31/2024 11:31:40 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: 1/31/2024 11:31:42 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
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Julian A. Gold, M.D.
[email protected]
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(None)
Electronic Record and Signature Disclosure:

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Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
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In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
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Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 1/31/2024 10:33:34 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Scott Menkus
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/31/2024 10:33:34 AM
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
Keith Sterling
[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:

Beverly Hills City CouncilFebruary 6, 2024

Beverly Hills City Council
February 6, 2024