AGENDA REPORT
Meeting Date: March 18, 2024
Item Number:
To: Board of Directors, The Parking Authority of the City of Beverly Hills From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: APPROVAL OF SEVENTEENTH AMENDMENT TO LEASE BY AND
BETWEEN THE PARKING AUTHORITY OF THE CITY OF BEVERLY
HILLS AND LUCERNE HARDWARE CO. AT 315 NORTH
CRESCENT DRIVE
Attachment: 1. Seventeenth Amendment to Lease
RECOMMENDATION
Staff recommends The Parking Authority Board of Directors approve the Seventeenth Amendment to Lease by and between The Parking Authority of the City of Beverly Hills and Lucerne Hardware Co. (the “Tenant”) for the property located at 315 North Crescent Drive.
INTRODUCTION
The proposed amendment would extend the term of the lease by two years and increase the monthly rent beginning January 1, 2025.
DISCUSSION
The City entered into a lease agreement with Lucerne Hardware Co. at 315 North Crescent Drive in November 1988. The Tenant operates Pioneer Hardware, a full service hardware and home goods store.
The proposed Seventeenth Amendment to Lease provides the following key terms:
• Extension of the Term: The lease shall expire December 31, 2026; and • Base Rent: The monthly base rent shall be $7,271.18 beginning January 1, 2025.
Meeting Date: March 18, 2024
FISCAL IMPACT
The proposed lease amendment extends the term of the lease through December 31, 2026, and increases the rent payable from $6,991.52 to $7,271.18 per month beginning January 1, 2025. In total, $174,508.32 would be collected in base rent over the two-year extension, an increase of $6,711.84 over the prior two-year period.
There are no broker’s commissions associated with this lease amendment.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
-1-
B0785-0001\2924664v1.doc
SEVENTEENTH AMENDMENT TO LEASE
THIS SEVENTEENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of ____________, 2024, by and between THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS (“Landlord”), and LUCERNE HARDWARE CO., a California corporation (“Tenant”).
R E C I T A L S
A. The City of Beverly Hills and Tenant executed that certain Lease dated November 1, 1988 (the “Original Lease”). The Original Lease was amended by that letter dated December 22, 1988, executed by the City and Tenant (the “Letter Amendment”); that certain Amendment to Lease dated as of September 8, 1992, executed by the City and Tenant (the “First Amendment”); that certain Second Amendment to Lease dated September 7, 1993 (the “Second Amendment”); that certain Third Amendment to Lease dated March 7, 1995, executed by the City and Tenant (the “Third Amendment”); that certain Fourth Amendment to Lease dated January 16, 1996, executed by the City and Tenant (the “Fourth Amendment”); that certain Fifth Amendment to Lease dated as of February 4, 1997, executed by the City and Tenant (the “Fifth Amendment”); that certain Sixth Amendment to Lease dated as of September 22, 1998, executed by the City and Tenant (the “Sixth Amendment”); that certain Seventh Amendment to Lease dated as of January 4, 2000, executed by the City and Tenant (the “Seventh Amendment”); that certain Eighth Amendment to Lease dated April 13, 2004 executed by the City and Tenant, recorded on May 25, 2004 as Document No. 041341231 in the Official Records of Los Angeles County, California (the “Eighth Amendment”); that certain Ninth Amendment to Lease dated as of March 11, 2009 executed by the City and Tenant, recorded on April 14, 2009 as Document No. 20090538735 in said Official Records (the “Ninth Amendment”); and that certain Tenth Amendment to Lease dated as of August 3, 2010 executed by the City and Tenant, recorded on October 22, 2010 as Document No. 20101520636 in said Official Records (the “Tenth Amendment”); that certain Eleventh Amendment to Lease dated as of November 15, 2011 executed by the City and Tenant, recorded on December 23, 2011 as Document No. 20111748761 in said Official Records (the “Eleventh Amendment”); that certain Twelfth Amendment to Lease dated as of June 19, 2012 executed by the City and Tenant, recorded on August 9, 2012 as Document No. 20121182303 in said Official Records (the “Twelfth Amendment”); that certain Thirteenth Amendment to Lease dated as of January 8, 2013, recorded on February 1, 2013 as Document No. 20130172116 in said Official Records (the “Thirteenth Amendment”); and that certain Fourteenth Amendment to Lease dated as of June 18, 2013, recorded on September 27, 2013 as Document No. 20131406029 in said Official Records (the “Fourteenth Amendment”); that certain Fifteenth Amendment to Lease dated March 5, 2019 recorded on March 22, 2019 as Document No. 20190258724 in said Official Records (the “Fifteenth Amendment”); and that certain Sixteenth Amendment to Lease dated November 19, 2019 recorded on January 29, 2020 as Document No. 20200115255 in said Official Records (the “Sixteenth Amendment”). The Original Lease, as amended by the Letter Amendment, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eight Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, and the Sixteenth Amendment is hereinafter referred to as the “Lease.” DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -2-
B0785-0001\2924664v1.doc
B. The Lease affects a portion of the building located at 333 North Crescent Drive, Beverly Hills, California (the “Property”).
C. Landlord and Tenant now desire to further amend the Lease as provided herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, the rents to be paid hereunder and of the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Monthly Rent. Commencing on January 1, 2025, the monthly rent payable under the Lease shall be Seven Thousand Two Hundred Seventy-One and 18/100 Dollars ($7,271.18) per month.
2. Extension of Term. The term of the Lease is hereby extended to December 31, 2026. Tenant shall not have any right to further extend the term.
3. Assignment and Subletting. Tenant shall not assign the Lease or sublet the Premises without the Landlord’s prior written consent, in its sole and absolute discretion.
4. Waiver of Relocation Benefits. Tenant reaffirms that pursuant to Section 4 of the Sixteenth Amendment, Tenant shall take full responsibility for moving all personal and business assets, furnishings, fixtures, equipment and personal property, from the leased premises upon the expiration of the Term or any earlier termination of the Lease pursuant to the terms hereof, and for any resulting loss of business goodwill and going out of business expenses (the “Relocation”). Landlord shall not have any obligation to provide assistance to Tenant in connection therewith under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or any similar and applicable local laws or regulations. In connection therewith, and to the fullest extent permitted by law, Tenant further agrees that, effective upon the expiration of the Term or any earlier termination of this Lease pursuant to the terms hereof, Landlord shall be, and hereby is, fully and forever released from any and all claims and liabilities, whether direct or indirect, known or unknown, foreseen or unforeseen, that have arisen, or that may arise, in connection with the Relocation. By such release, Tenant expressly waives the provisions of California Civil Code Section 1542 that provide:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND
THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -3-
B0785-0001\2924664v1.doc
Tenant understands that, by waiving these provisions, Tenant waives the right to make claims against Lessor for matters pertaining to the Relocation that are presently unknown or unanticipated.
__________
Tenant’s Initials
5. Conflict. In the event of a conflict or inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.
6. Continuing Effect. Except as specifically modified hereby, the Lease shall remain unaffected and unchanged by reason of this Amendment. The Lease is hereby ratified and affirmed by Landlord and Tenant and remains in full force and effect as modified hereby.
7. Memorandum of Amendment of Lease. Upon its execution and delivery of this Amendment, Tenant shall concurrently execute and deliver a duly acknowledged counterpart of the Memorandum of Amendment of Lease in the form attached hereto as Exhibit “A”. The Executive Director of Landlord may execute the Memorandum.
8. DocuSign. The parties may use DocuSign to execute and deliver this Amendment, but Tenant must deliver an executed original of the Memorandum of Amendment of Lease to Landlord, duly acknowledged, so that it can be executed and recorded by Landlord.
9. 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.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date and year first above written.
LANDLORD: THE PARKING AUTHORITY OF THE CITY
OF BEVERLY HILLS
By:
Julian A. Gold, M.D., Chairperson
ATTEST:
Huma Ahmed, Secretary
APPROVED AS TO FORM:
Laurence S. Wiener, General Counsel
APPROVED AS TO CONTENT:
__________________________________
Nancy Hunt-Coffey, Executive Director
DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -4-
B0785-0001\2924664v1.doc
TENANT:
LUCERNE HARDWARE CO.,
a California corporation
By:
Jeffrey Tilem
President
DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -5-
B0785-0001\2924664v1.doc
REAFFIRMATION
The undersigned (“Guarantor”) has reviewed the Seventeenth Amendment to Lease dated _______________, 2024 to which this Reaffirmation is attached (the “Amendment”) and hereby consents to the execution and delivery of the Amendment by Tenant, and Guarantor further agrees that the execution and delivery of the Amendment by Tenant shall not impair, limit, abrogate or reduce in any manner or to any extent, the obligations of Guarantor under that certain Guaranty of Lease dated March 7, 1995, executed by Guarantor in favor of The Parking Authority of the City of Beverly Hills, and that such Guaranty of Lease guarantees the Lease as so amended, and that such Guaranty shall inure to the benefit of the Landlord.
Guarantor acknowledges and agrees that, notwithstanding the execution and delivery of the Amendment by Tenant, (a) Guarantor remains liable under the Guaranty to the fullest extent as if the terms and conditions of the Original Lease were as reflected in the Lease as modified by the Amendment, (b) each of the terms and conditions of, and waivers contained in, the Guaranty remain unmodified and in full force and effect, and (c) Guarantor hereby renews, reaffirms, ratifies and confirms the Guaranty.
Guarantor acknowledges that Landlord would not enter into the Amendment without the execution and delivery of this Reaffirmation.
The execution, delivery and performance by Guarantor of this Reaffirmation is within Guarantor’s powers and have been duly authorized by all necessary action by or on behalf of Guarantor. This Reaffirmation shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of laws principles. This Reaffirmation shall inure to the benefit of Landlord and its successors and assigns, and shall be binding upon Guarantor and his respective successors and assigns.
IN WITNESS WHEREOF, Guarantor has executed this Reaffirmation as of _________________, 2024.
GUARANTOR:
JOSEPH N. TILEM
DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -6-
B0785-0001\2924664v1.doc
EXHIBIT “A”
FORM OF MEMORANDUM OF AMENDMENT OF LEASE
(Attached.)
DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -7-
B0785-0001\2924664v1.doc
RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:
The Parking Authority of the
City of Beverly Hills
Office of the City Manager
455 North Rexford Drive
Beverly Hills, California 90210
Attn: Secretary
(Space Above Line For Recorder’s Use)
Exempt from Recording Fees under California Government Code 27383.
MEMORANDUM OF SEVENTEENTH AMENDMENT OF LEASE
THIS MEMORANDUM OF SEVENTEENTH AMENDMENT OF LEASE (this “Memorandum”) is dated as of _______________, 2024, and is entered into by and between THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS (“Landlord”), and LUCERNE HARDWARE CO., a California corporation (“Tenant”).
R E C I T A L S
A. The City of Beverly Hills and Tenant executed that certain Lease dated November 1, 1988 (the “Original Lease”). The Original Lease was amended by that letter dated December 22, 1988, executed by the City and Tenant (the “Letter Amendment”); that certain Amendment to Lease dated as of September 8, 1992, executed by the City and Tenant (the “First Amendment”); that certain Second Amendment to Lease dated September 7, 1993 (the “Second Amendment”); that certain Third Amendment to Lease dated March 7, 1995, executed by the City and Tenant (the “Third Amendment”); that certain Fourth Amendment to Lease dated January 16, 1996, executed by the City and Tenant (the “Fourth Amendment”); that certain Fifth Amendment to Lease dated as of February 4, 1997, executed by the City and Tenant (the “Fifth Amendment”); that certain Sixth Amendment to Lease dated as of September 22, 1998, executed by the City and Tenant (the “Sixth Amendment”); that certain Seventh Amendment to Lease dated as of January 4, 2000, executed by the City and Tenant (the “Seventh Amendment”); that certain Eighth Amendment to Lease dated April 13, 2004 executed by the City and Tenant, recorded on May 25, 2004 as Document No. 041341231 in the Official Records of Los Angeles County, California (the “Eighth Amendment”); that certain Ninth Amendment to Lease dated as of March 11, 2009 executed by the City and Tenant, recorded on April 14, 2009 as Document No. 20090538735 in said Official Records (the “Ninth Amendment”); and that certain Tenth Amendment to Lease dated as of August 3, 2010 executed by the City and Tenant, recorded on October 22, 2010 as Document No. 20101520636 in said Official Records (the “Tenth Amendment”); that certain Eleventh Amendment to Lease dated as of November 15, 2011 executed by the City and Tenant, recorded on December 23, 2011 as Document No. 20111748761 in said Official Records (the “Eleventh Amendment”); that certain Twelfth Amendment to Lease dated as of June 19, 2012 executed by the City and Tenant, recorded on August 9, 2012 as Document No. 20121182303 in said Official Records (the “Twelfth Amendment”); that certain Thirteenth Amendment to Lease dated as of January 8, 2013, DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -8-
B0785-0001\2924664v1.doc
recorded on February 1, 2013 as Document No. 20130172116 in said Official Records (the “Thirteenth Amendment”); and that certain Fourteenth Amendment to Lease dated as of June 18, 2013, recorded on September 27, 2013 as Document No. 20131406029 in said Official Records (the “Fourteenth Amendment”); that certain Fifteenth Amendment to Lease dated March 5, 2019 recorded on March 22, 2019 as Document No. 20190258724 in said Official Records (the “Fifteenth Amendment”); and that certain Sixteenth Amendment to Lease dated November 19, 2019 recorded on January 29, 2020 as Document No. 20200115255 in said Official Records (the “Sixteenth Amendment”). The Original Lease, as amended by the Letter Amendment, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eight Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, and the Sixteenth Amendment is hereinafter referred to as the “Lease.” B. The Lease affects a portion of the building located at 333 North Crescent Drive, Beverly Hills, California (the “Property”). The Property was conveyed to the Landlord subject to the Lease.
C. Landlord and Tenant have entered into a Seventeenth Amendment of Lease and consequently, Landlord and Tenant desire to further amend the Lease of record.
A G R E E M E N T
NOW, THEREFORE, Landlord and Tenant hereby amend the Lease to reflect that the Lease has been amended as set forth in the Seventeenth Amendment of Lease, the terms of which are incorporated herein.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum.
THE PARKING AUTHORITY OF THE
CITY OF BEVERLY HILLS
By: _________________________
Nancy Hunt-Coffey, Executive Director
LUCERNE HARDWARE CO.,
a California corporation
By:
Jeffrey Tilem
President
DocuSign Envelope ID: 44E491D5-709C-40B9-82DE-327724817669 -9-
B0785-0001\2924664v1.doc
State of California )
County of ______________ )
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: 44E491D5-709C-40B9-82DE-327724817669 -10-
B0785-0001\2924664v1.doc
State of California )
County of ______________ )
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: 44E491D5-709C-40B9-82DE-327724817669 Certificate Of Completion
Envelope Id: 44E491D5709C40B982DE327724817669 Status: Sent Subject: Complete with DocuSign: Seventeenth Amendment to Lease - Lucerne Hardware Co.
Source Envelope:
Document Pages: 10 Signatures: 3 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
2/27/2024 4:33:05 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jeffrey Tilem
[email protected]
OWNER
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 69.63.84.122
Sent: 3/1/2024 8:25:25 AM
Resent: 3/1/2024 8:30:49 AM
Viewed: 3/1/2024 8:34:24 AM
Signed: 3/1/2024 8:34:53 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Joseph N Tilem
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.90.242.126
Sent: 2/27/2024 4:44:21 PM
Resent: 2/29/2024 11:23:49 AM
Resent: 3/1/2024 8:25:23 AM
Resent: 3/1/2024 8:30:49 AM
Viewed: 3/1/2024 8:36:44 AM
Signed: 3/1/2024 8:37:20 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: 3/1/2024 8:37:22 AM
Viewed: 3/1/2024 10:38:01 AM
Signed: 3/1/2024 10:38:11 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: 3/1/2024 10:38:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Signer Events Signature Timestamp
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
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jeff Tilem
[email protected]
OWNER
Security Level: Email, Account Authentication
(None)
Sent: 2/27/2024 4:44:21 PM
Viewed: 3/1/2024 8:36:37 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: 2/27/2024 4:44:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jessika Vasquez
[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:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/27/2024 4:44:21 PM
Envelope Updated Security Checked 3/1/2024 8:25:23 AM
Envelope Updated Security Checked 3/1/2024 8:25:23 AM
Envelope Updated Security Checked 3/1/2024 8:25:23 AM
Payment Events Status Timestamps