AGENDA REPORT
Meeting Date: May 7, 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 AMENDMENT OF LEASE BY AND BETWEEN THE
PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS AND
IMAGINE IT FORWARD LLC AT 311 NORTH CRESCENT DRIVE
Attachment: 1. Amendment of Lease
RECOMMENDATION
Staff recommends The Parking Authority Board of Directors approve the Amendment of Lease by and between The Parking Authority of the City of Beverly Hills and Imagine It Forward LLC (the “Tenant”) for the property located at 311 North Crescent Drive.
INTRODUCTION
The proposed amendment would extend the term of the lease by two years, expand the leased premises to include a rear storage area accessible from the alleyway, increase the monthly rent, and abate base rent payable from October 13, 2020, to February 23, 2021.
DISCUSSION
The City entered into a lease agreement with Imagine It Forward LLC at 311 North Crescent Drive in October 2020. The Tenant conducted an extensive renovation of the space, converting the former barbershop into a beverage establishment. The tenant operates The Art of Juice and Water, a health focused juice bar offering juices, smoothies, infused waters, and tea.
The Tenant performed the buildout at its sole cost and expense, without any improvement allowance provided by the City and without a market-typical free rent period during which the Tenant would complete its construction. In consideration of the construction period required by the Tenant, during which it was not open and was required to pay rent, the Amendment of Lease abates approximately four months of rent from the start of the lease effective date to provide a market-typical free rent period.
Meeting Date: May 7, 2024
In consideration of these factors, additional storage space needs, and the Tenant’s desire to extend the lease term, the proposed Amendment of Lease provides the following key terms:
• Extension of the Term: The lease shall expire December 31, 2026; • Expansion of the Premises: The leased premises shall expand to include additional, non-contiguous storage space effective as of the date of the amendment;
• Use: The expansion premises shall be used solely for dry-good storage; • Expansion Premises Term: The Parking Authority may terminate the Lease as to the expansion premises upon 30 days prior written notice, and shall otherwise terminate concurrently with the term of the lease for the remainder of the premises; • Additional Unreserved Parking Pass: The Tenant may purchase one additional unreserved monthly parking pass for a total of up to two passes for the onsite parking structure at the current public rate;
• Base Rent: The monthly base rent shall be increased by $350.00 upon the date of the amendment for the expansion premises, and the total monthly base rent including the original leased premises and expansion premises shall increase to $2,173.12 beginning January 1, 2025; and
• Rent Abatement: The base rent payable for the period of October 13, 2020, to February 23, 2021, shall be abated.
FISCAL IMPACT
In consideration of the expansion premises, the rent payable increases by $350.00 per month beginning the effective the date of the amendment.
The proposed lease amendment extends the term of the lease through December 31, 2026. The total monthly rent for both the original leased premises and expansion premises shall increase from $2,103.00, payable December 2024, to $2,173.12 per month beginning January 1, 2025. In total, $52,154.88 would be collected in base rent over the two-year extension.
The base rent payable between October 13, 2020 and February 23, 2021 is equal to $6,228.00. Because the Tenant has already paid base rent for this period, the Tenant would receive the rent abatement as a credit against future rent payable.
There are no broker’s commissions associated with this lease amendment.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
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B0785-0001\2929389v1.doc
AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE (this “Amendment”) is dated as of _____________, 2024, 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 IMAGINE IT FORWARD LLC, a California limited liability company (“Lessee”).
R E C I T A L S
A. Lessor and Lessee entered into a Retail Lease dated October 13, 2020 (the “Lease”) for space (the “Premises”) in the building (the “Building”) owned by Lessor located at 311 North Crescent Drive, Beverly Hills, California;
B. The Lease currently expires on December 31, 2024;
C. Lessor and Lessee desire to extend the Lease term and otherwise amend the Lease as hereinafter set forth.
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. Base Rent Abatement and Credit. Base Rent under the Lease shall be abated from October 13, 2020 to February 23, 2021.
Lessor acknowledges receipt of $6,228.00 of Base Rent for such period; consequently, Lessee shall have a Base Rent credit of $6,228.00 which shall apply to the Base Rent payable after the date of this Amendment.
Lessee shall defend, indemnify and hold Lessor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses arising from or relating to any failure by Lessee to pay prevailing wages and otherwise comply with California Labor Code Sections 1720 et seq. in connection with any construction by Lessee in the Premises or Building.
2. Addition of Space. As of the date of this Amendment (“Expansion Space Effective Date”), the space described on Exhibit “A” attached hereto is hereby added to the Premises, and shall be subject to all of the terms of the Lease, as modified by this Amendment, except that the monthly Base Rent shall be increased as of the Expansion Space Effective Date by Three-Hundred and Fifty Dollars ($350.00). (Without limiting the foregoing, but for the sake of clarity, the term of the Lease as to the additional space described in this Amendment shall terminate or expire, as applicable, concurrently with the termination or expiration of the Lease as to the remainder of the Premises.)
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC -2-
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Lessee accepts the additional space in its current “AS IS” condition, without representation or warranty, express or implied. Lessee acknowledges that Lessor shall have no obligation to improve or repair the additional space.
Lessor may revoke Lessee’s use of the additional space at any time upon no less than thirty (30) days’ prior written notice, and upon such revocation, the Base Rent increase described above shall cease (Base Rent shall be reduced by the amount of the increase described above).
3. Extension of Term; Confirmation of Monthly Base Rent. The term of the Lease (which currently expires on December 31, 2024) is hereby extended to December 31, 2026. (In accordance with Section 2 above, the monthly Base Rent shall be $2,173.12 from January 1, 2025 until December 31, 2026.)
4. Improvements to Additional Space. Lessee shall not improve or alter the additional space, or install any fixtures or fencing in the additional space, without the prior written consent of the Executive Director of Landlord.
5. Use of Additional Space for Storage. The additional space described in Section 1 above may be used for dry-good storage purposes related to Lessee’s use of the remainder of the Premises (and no other purposes), and shall otherwise be subject to and used in accordance with all of the terms of the Lease (however, in no event may Lessee store or dispose of hazardous materials in the additional space).
6. Increase in Monthly Parking Pass Allowance. Section 1.12 of the Lease is hereby amended to permit Lessee to purchase up to two (2) monthly parking passes for the Parking Facilities.
7. Default. A default by Lessee hereunder shall constitute a default by Lessee under the Lease.
8. 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.
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.
10. Executive Director Authority. The Executive Director of Lessor shall have the authority to execute the Memorandum of Lease.
11. 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”.
12. 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]); DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC -3-
B0785-0001\2929389v1.doc
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.
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:
Lester J. Friedman, Chairperson
ATTEST:
Huma Ahmed, Secretary
APPROVED AS TO CONTENT:
_____________________________
Nancy Hunt-Coffey, Executive Director
APPROVED AS TO FORM:
Laurence S. Wiener, General Counsel
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC -4-
B0785-0001\2929389v1.doc
LESSEE: IMAGINE IT FORWARD LLC
By: _______________________
Bita Rad, Manager
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC A-1
B0785-0001\2929389v1.doc
EXHIBIT "A"
DESCRIPTION OF ADDITIONAL SPACE
(Attached.)
North Crescent Drive
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC B0785-0001\2929389v1.doc
EXHIBIT “B”
FORM OF MEMORANDUM OF LEASE
(Attached.)
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC B0785-0001\2929389v1.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 __________ __, 2024, and is entered into by and between IMAGINE IT FORWARD LLC, a California 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 as of October 13, 2020, as amended by a First Amendment of Lease dated ___________, 2024 (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, at 311 North Crescent 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 Landlord agree as follows:
1. Lease. Landlord leases and demises to Tenant, and Tenant leases and accepts from Landlord, the “Premises” in the building/project at 311 North Crescent Drive, Beverly Hills, California described in the Lease for a term, at the rental rates and upon the other terms and conditions set forth in the Lease, which are incorporated herein by this reference.
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 DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC B0785-0001\2929389v1.doc
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:
THE PARKING AUTHORITY OF THE
CITY OF BEVERLY HILLS
By:
Nancy Hunt-Coffey, Executive Director
TENANT:
IMAGINE IT FORWARD LLC
By: _____________________
Bita Rad, Manager
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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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.
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)
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
-2-
B0785-0001\2929389v1.doc
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.
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)
DocuSign Envelope ID: 551EA18B-D664-4F73-9C44-D67A341E9FFC Certificate Of Completion
Envelope Id: 551EA18BD6644F739C44D67A341E9FFC Status: Sent Subject: Complete with DocuSign: Imagine It Forward LLC - Amendment of Lease.pdf Source Envelope:
Document Pages: 10 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: 198.245.189.166
Record Tracking
Status: Original
4/22/2024 2:00:24 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bita Rad
[email protected]
Owner
The Art of Juice and Water
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.51.117
Sent: 4/22/2024 2:16:39 PM
Resent: 4/29/2024 8:28:53 AM
Viewed: 4/29/2024 9:27:35 AM
Signed: 4/29/2024 12:26:05 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: 208.87.233.201
Sent: 4/29/2024 12:26:07 PM
Viewed: 4/29/2024 12:30:31 PM
Signed: 4/29/2024 12:30:36 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: 4/29/2024 12:30:38 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/22/2024 2:16:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sam Rad
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 4/22/2024 2:16:40 PM
Viewed: 4/23/2024 10:11:29 AM
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
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Envelope Sent Hashed/Encrypted 4/22/2024 2:16:40 PM
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