Attachment A
Fifth Amendment to Lease
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE ("FifthAmendment") is made and entered into as of February _, 2026, by and between THE CITY OF NEWPORT BEACH, a Californiamunicipal corporation and chartercity("Landlord") and MINUTEMAN PRESS INTERNATIONAL, INC.,a New York corporation ("Tenant").This FifthAmendment includesthe followingexhibitsand attachments: Rider No. 1 (Waiver of Relocation Benefits).
RECITALS:
A. Landlord (as successor-in-interestto AG Dove Owner, L.P., as successor-in-interestto BRE/OC Property Holdings L.L.C.,as successor-in-interestto Bixbybit-1201 Dove Street, LLC, as successor-in-interestto CA-Dove StreetLimitedPartnership)and Tenant entered intothat certainOffice Lease Agreement dated June 21, 2005 (the "Original Lease") as amended by (i)that certain First Amendment to OfficeLease Agreement dated March 1,2010 ("FirstAmendment'), (ii)thatcertainSecond Amendment to OfficeLease Agreement dated March 1, 2010 ("Second Amendment"), (iii)that certain Third Amendment dated July1, 2015 ("ThirdAmendment") and (iv)that certainFourth Amendment to Lease dated August 11, 2020 ("Fourth Amendment"), whereby Landlord leases to Tenant and Tenant leases from Landlord certainofficespace in that certainbuildinglocated and addressed at 1201 Dove Street,Newport Beach, California(the "Building"). The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment may be referredto herein as the "Lease."
B. By thisFifthAmendment, Landlord and Tenant desireto extend the Term of the Lease and to otherwise modify the Lease as provided herein.
C. Landlord and Tenant desire to confirm certain facts as a conditionto entering intothisFifth Amendment, includingthe extension of the Lease term commenced afterthe date that Landlord acquired the Buildingand thatTenant agrees thatitsoccupancy of the Premises is,willbe, and shallremain as a "post-acquisition"occupant pursuant to applicablefederal,state,and locallaws and regulationsproviding forrelocationassistance,benefits,or compensation formoving and forpropertyinterests(includingwithout limitationfurnishings,fixturesand equipment, goodwill, and moving expenses) (referredto herein as "Relocation Law"), as more fullyset forthin Rider No. 1 to the Lease attached hereto and incorporated herein by thisreference.
D. Unless otherwise defined herein,capitalizedterms as used herein shall have the same meanings as given theretointhe OriginalLease.
NOW, THEREFORE, inconsiderationof the foregoing recitalsand the mutual covenants contained herein, and for other good and valuable consideration, the receiptand sufficiencyof which are hereby acknowledged, the partieshereto hereby agree as follows:
AGREEMENT:
1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currentlyleases to Tenant and Tenant currentlyleases from Landlord that certain officespace in the Buildingcontaining952 rentablesquare feet located on the fourth(4th)floorof the Buildingand known as Suite490 (the"Premises"), as more particularlydescribed inthe Lease.
2. Extended Lease Term. The Lease expirationdate shallbe extended such thatthe Lease shallexpire on May 31, 2031 ("Fourth Extended Expiration Date"). The period from March 1, 2026 4907-1452-4557.1
throughthe FourthExtended ExpirationDate specifiedabove, shall be referred to herein as the "Fourth Extended Term."
3. Monthly Base Rent. Notwithstandinganythingto the contraryin the Lease, during the FourthExtended Term, Tenant shallpay,inaccordance withthe provisionsofthisSection3 and subjectto abatement pursuanttoSection4 below,monthly Base Rent for the Premises as follows:
Period Monthly Base Rent Monthly Base Rent Per
Rentable Square Foot
3/1/26 - 2/28/27 $3,046.40 $3.20
3/1/27-2/29/28 $3,141.60 $3.30
3/1/28 - 2/28/29 $3,227.28 $3.39
3/1/29 - 2/28/30 $3,332.00 $3.50
3/1/30 - 2/28/31 $3,427.20 $3.60
3/1/31 -5/31/31 $3,531.92 $3.71
4. Base Rent Abatement. Notwithstandinganythingtothe contrarycontained inthe Lease or inthisFifthAmendment, and providedthatTenant faithfullyperforms allofthe terms and conditionsof the Lease, as amended by thisFifthAmendment, Landlord hereby agrees toabate Tenant'sobligationto pay monthlyBase Rent forthefirst(1st),second (21)and third(3d)fullcalendarmonths ofthe FourthExtended Term. During such abatement period,Tenant shallremain responsibleforthe payment of allof itsother monetary obligationsunder the Lease, as amended by thisFifthAmendment. Inthe event of a defaultby Tenant under theterms oftheLease,as amended by thisFifthAmendment, thatresultsinearlytermination pursuant to the provisionsof Section 18 of the OriginalLease, then as a partof the recovery set forthin Section 18 ofthe OriginalLease, Landlord shallbe entitledto the recovery of the monthly Base Rent that was abated under the provisionsof thisSection 4.
5. Base Year. Notwithstandinganythingto the contraryin the Lease, during the Fourth Extended Term, the Base Year shall be the calendar year 2026.
6. Taxes. "Taxes" as deifned in Section 3 of Exhibit B of the Lease shall be restated in its entiretyas follows:"(a)allrealpropertytaxes and other assessments on the Buildingand/or Property, including,but not limitedto,gross receiptstaxes, assessments for special improvement districtsand buildingimprovement districts,governmental charges, fees and assessments for police,fire,traffic mitigationor othergovernmental serviceofpurportedbenefittothe Property,taxes and assessments levied insubstitutionorsupplementationinwhole or inpartofany such taxes and assessments and the Property's share of any realestatetaxes and assessments under any reciprocaleasement agreement, common area agreement orsimilaragreement as tothe Property;(b)allpersonalpropertytaxesforpropertythatisowned by Landlord and used inconnectionwith the operation,maintenance and repairof the Property;(c)any possessory interesttax pursuant to Section 107.6 of the CaliforniaRevenue and Taxation Code and any successor code section(s);and (d)allcosts and fees incurredinconnectionwithseeking reductionsinany tax liabilitiesdescribedin(a),(b)and (c),including,withoutlimitation,any costs incurredby Landlord for compliance, review and appeal of tax liabilities.Pursuant to Section 107.6 of the CaliforniaRevenue and Taxation Code ("Code"),Landlord hereby notifiesTenant thata possessory interestwith respect to the Premises iscreatedpursuanttothe Lease ("Possessory Interest")and may be subjecttopropertytaxation under the Code ("PITTax"). Landlordshallbe responsibleforpaying any PIT Tax directlytothe appropriate governmental authority.Tenant acknowledges thatthe foregoingcomplies withSection 107.6 ofthe Code.
Tenant shalladvise inwritingany subtenant,licensee,concessionaireor thirdpartyapproved by Landlord thatis using the Premises of the requirements of Section 107.6 of the Code. IfTenant receivesany PIT -2-
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Tax bills related to Tenant's possession of the Premises, Tenant shall immediately deliver a copy of such PIT Tax bills to Landlord. The Base Rent rate set forth in Section 3 above includes Tenant's Pro Rata Share of Taxes for the Base Year including, without limitation, any PIT Tax. During the period that the Landlord under the Lease is The City of Newport Beach, Tenant shall not be responsible for the payment to Landlord of any Tax Excess. If The City of Newport Beach transfers its ownership interest in the Property, (i) the Base Year for Taxes only shall become the calendar year in which such transfer in ownership occurs ("New Tax Base Year"), (ii) the amount of Taxes for the New Tax Base Year shall be the annualized valu e
of
the new Property owner's tax basis in the Property, and ( iii) Tenant shall thereafter pay to the then Landlord the Tax Excess (i.e., Tenant's Pro Rata Share of the amount, if any, by which Taxes for eac h s
ubsequent calendar year (or portion thereof) exceed the Taxes for the New Tax Base Year) including, without limitation, any increase in Taxes due to subsequent reassessments of the Property.
7. Improvements to the Premises. Promptly after full execution and delivery of this Fifth Amendment, and at a mutually convenient time to be agreed upon by Landlord and Tenant, Landlord shall one time, at Landlord's sole cost and expense and using Building- standard materials only, perform the following work in the Premises: (a) repair/replace one (1) bowed wall; (b) replace the carpet in the carpeted areas; and (c) repaint the interior painted walls. Landlord will not be responsible for moving any of Tenant's furniture or equipment in connection with the performance of the above work, and Tenant shall be solely responsible for such furniture and equipment. Tenant hereby acknowledges that Landlord will be performing such improvement work during the Fourth Extended Term, and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection therewith. Except as specifically set forth in this Section 7 , Tenant hereby agrees to accept the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises.
8. Security Deposit. Tenant has previously deposited with Landlord $3,822.28 as a Security
Deposit under the Lease. Landlord shall continue to hold the Security Deposit in accordance with the terms and conditions of Section 5 of the Original Lease.
9. Parking Allocation. During the Fourth Extended Term, Tenant shall lease a total of one (1) unreserved parking space from Landlord at the following cost: $0.00 per unreserved parking space per month. Subject to availability as determined by Landlord, Tenant shall continue to have the right to convert (on a one-to-one basis) Tenant's one (1) unreserved parking space to one (1) reserved parking space in a mutually agreed upon location, and Tenant shall pay to Landlord $100.00 per reserved parking space per month.
10. Parking Validation T ickets. During the Fourth E xtended T erm, La ndlord shall provide Tenant one hundred (100) complimentary validation tickets to use during the Fourth Extended Term.
11. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Fifth Amendment other than CBRE, Inc. on behalf of Landlord and Lee & Associates on behalf of Tenant. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any other person or entity who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Fifth Amendment.
12. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this Fifth Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant.
13. Signing Authority.The individual(s)executingthisFifthAmendment on behalf of Tenant hereby represent and warrant thatTenant isa duly formed and existingentityqualifiedto do business in the State of Californiaand that Tenant has fullrightand authorityto execute and deliver this Fifth Amendment and the person(s) signingon behalf of Tenant are authorized to do so.
14. California Certified Access Specialist Inspection. Pursuant to CaliforniaCivilCodes 1938, Landlord hereby statesthatthe Premises have undergone inspectionby a CertiifedAccess Specialist (CASp) (definedinCaliforniaCivilCodes 55.52).Tenant hereby acknowledges thatithas been provided a copy of the CASp inspectionreportat leastforty-eight(48) hours priorto the execution of thisSecond Amendment and Tenant agrees thatinformationinthe reportshallremain confidential,except as necessary forTenant to complete repairsand correctionsof violationsof construction-relatedaccessibilitystandards inthe Premises. The cost of making any repairsnecessary to correctviolationsof construction-related accessibilitystandards indicatedby the CASp reportinthe Premises willbe Tenant's responsibility,which modificationswillbe completed as an Alteration,notwithstanding anything to the contrary in the Lease (as amended).
15. Landlord's Notice Addresses. From and after the date of this FifthAmendment, notices to Landlord under the Lease shallbe sent to the followingaddresses:
Cityof Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
LPC West, Inc.
Attn: Parke Miller
4041 MacArthur Boulevard, Suite 510
Newport Beach, CA 92660
16. Attorneys'Fees. Section 25.01 of the OriginalLease is hereby deleted in itsentiretyand replaced with the following:
"25.01. Ifeitherparty institutesa suitagainst the other forviolationof or to enforce any covenant, term or conditionof thisLease, the prevailingpartyshallNOT be entitledto any costs,expenses, or attorneys'fees. To the extent permitted by applicablelaws, Landlord and Tenant hereby waive any rightto trialby juryinany proceeding based upon a breach of thisLease. Eitherparty'sfailure to declare a defaultimmediately upon itsoccurrence, or delay intakingactionfora defaultshallnot constitute a waiver of the default,nor shall itconstitute an estoppel."
17. Counterparts; No Electronic Delivery. This Fifth Amendment may be executed in one or more counterparts,each of which shallconstitutean originaland allof which shallbe one and the same agreement. Ifa variationor discrepancy among counterparts occurs,the copy of thisFifthAmendment in Landlord's possession shallcontrol. Execution of this FifthAmendment as well as any and allother documents and instruments required under the terms of the Lease or to amend itsterms shallrequire handwritten, "wet" signatures. The parties may not exchange counterpart signatures by facsimileor electronictransmissionand electronicor digitalsignaturesshallnot be valid.
18. No FurtherModification.Except as set forthinthisFifthAmendment, allof the terms and provisionsof the Lease shallapply during the Fourth Extended Term and shallremain unmodified and in fullforce and effect. Effectiveas of the date hereof, allreferences to the "Lease" shall refer to the Lease as amended by thisFifthAmendment.
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IN WITNESS WHEREOF, thisFifthAmendment has been executed as of the day and year firstabove written. "LANDLORD" THE CITY OF NEWPORT BEACH,
a Californiamunicipalcorporationand chartercity
By:
Seimone Jurjis,CityManager
ATTEST: APPROVED AS TO FORM:
By: ]171
AainC.Harp,Cityttorneyu u
By:
Lena Shumway, CityClerk
"TENANT" MINUTEMAN PRESS INTERNATIONAL, INC.,
a New York corporation
By:
Print Name:
Title:
By:
PrintName:,
Title:
This FifthAmendment must be signed by two (2)ofifcersofTenant: one being the chairman of the board, the presidentor a vice president,and the other being the secretary,an assistantsecretary,the chief financial officer or an assistant treasurer. If one (1)individualis signingin two (2)of the foregoing capacities,thatindividualmust sign twice;once as one officerand again as the other officer. -5-
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RIDER NO. 1
WAIVER OF RELOCATION BENEFITS
This Rider No. 1 ismade and entered intoby and between THE CITY OF NEWPORT BEACH, a Californiamunicipalcorporationand chartercity("Landlord")and MINUTEMAN PRESS INTERNATIONAL, INC.,a New York corporation("Tenant"),as of the date ofthe FifthAmendment to Lease ("Amendment") between Landlord and Tenant to which this Rider No. 1 isattached.Landlordand Tenant hereby agree that, notwithstanding anything contained in the Lease to the contrary,the provisionsset forthbelow shallbe deemed to be partof the Lease and shallsupersede any inconsistentprovisionstherein.Allreferences in the Lease and in this Rider No. 1 shall mean the Lease (and allexhibitsand Ridersattachedthereto),as amended and supplemented, includingby thisRider No. 1. Allcapitalizedterms not defined in thisRider No. 1 shallhave the same meaning as setforthinthe Lease.
Tenant acknowledges it has read and understands the followingterms and knowingly and voluntarilyenters intothe Amendment without coercion,undue influenceor other inducement by Landlord or any other person or entity.
STATUS OF POST-ACQUISITION TENANT.
(a) Landlord has informedTenant thatitacquiredthe Premises in May 2023 forpublic purposes, specificallythe constructionand development of a publicprojectfor a new policedepartment facility("PublicFacility").Landlord does not intendto begin constructionuntilafterthe naturalexpiration of the Lease and has informed Tenant that construction willnot resultinTenant being displacedor required to move from the Premises before that time.
(b) The proposed Public Facilitywould involvedemolitionand new construction of the subject Property and Premises. Since potentialfederal,state,and localfunding would be planned foruse inthe Public Facility,the Relocation Law (defined herein) may apply to persons and businesses in lawful occupancy atthe time an applicationforfunding issubmitted forfederal,stateand/or localfunding. (c) Tenant enters intothe Amendment in considerationof reduced rent and/or other concessions forLandlord'sextending the Lease Term. Inenteringintothe Amendment, Tenant knowingly and voluntarilywaives any eligibilityithas or may have forrelocationpayments or assistanceunder the Relocation Law, which may include,without limitation,advisory assistance,payment for certainmoving expenses, business re-establishment expenses, and expenses incurred in searching for a replacement business. Tenant understands that other businesses or persons in occupancy at the Property may be or become eligibleforsuch relocationassistance.Tenant agrees itsstatusshallhereby be deemed and shall remain as a post-acquisitiontenant.
(d) Afterfullconsiderationoftheforegoingadvisement and information,Tenant agrees that:
(1) under the Relocation Law, including without limitationCalifornia Government Code Section 7260(c)(2)(D),Tenant isnot and willnot become a "displacedperson", having waived any and allrightsto benefitsor assistance under the Relocation Law; therefore,Tenant isnot,and shall not become, entitled to relocation assistance or benefits ifTenant moves from the Premises for whatever reason at any time;and
(2) if for any reason Tenant shall ever be determined to be a "displacedperson",Tenant does hereby expressly,intentionally,and knowingly waive each and any claim of entitlement to relocation assistance and/or benefits under the Relocation Law in connection with the Tenant's occupancy of the Premises under the Lease.
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(e) Tenant represents,warrants,and agrees thatithas not entered intoany other lease,assignment orany otheragreement allowingany thirdpartytooccupy allor any partofthe Premises.
Tenant represents,warrants,and agrees thatas ofthe date ofthisAmendment, otherthan Tenant, no other person or entityhas or willhave any legalrightto possess or occupy the Premises, exceptingTenant.
2. TENANT'S RELEASE AND WAIVER OF LANDLORD CITY OF NEWPORT BEACH.
Tenant isenteringintothe Amendment with Landlord and agrees thatallrightsor obligationsthatexistor may ariseout of the terminationofTenant's leasehold interestatsome date inthefuture,whether forpublic, privateor any other purposes, includeTenant's intentionalrelease and waiver of any and allrightsto seek remedies under the Relocation Law, to seek compensation for alleged severance damages, pre- condemnation damages, allegedlossofbusiness goodwill,orforcosts,interest,attorneys'fees,and/orany claim whatsoever thatmight ariseout of or relatein any respectwhatsoever directlyor indirectlyto the terminationofTenant's leaseholdinterestby Landlord.
(a) Accordingly,Tenant acknowledges and agrees that should Landlord terminate Tenant's leasehold interest such termination and the resultingmove of Tenant's business and/or removal ofTenant'spersonalpropertyfrom the Premises are non-compensable under the Relocation Law and other federal and state laws related to Tenant's move of its business from the Premises. (b) Tenant fully,intentionally,knowingly and voluntarilywaives, releases and discharges Landlord (Cityof Newport Beach) and itsappointed and elected officials,officers,directors, employees, contractors,and agents (together"Indemnitees")from alland any manner of rights,demands, liabilities,obligations,claims, or cause of actions,in law or equity,of whatever kind or nature,whether known or unknown, whether now existingor hereinafterarising,which arisefrom or relatein any manner to (i)the use of the Premises fora publicprojector other publicpurposes or (ii)the relocationof any of Tenant's business operationsor the relocationofany person or persons, business or businesses, or other occupant or occupants locatedon the Premises, includingthe specificwaiver and releaseofallrightsunder the RelocationLaw and/or payments thatotherwisemay be required under such state or federal law. (c) Tenant waives all rightsto compensation for any interest in the business operations at,on, or about the Premises including,but not limitedto,land and improvements, fixtures, furniture,or equipment thereon,goodwill,severance damage, attorneys'fees or any othercompensation of any nature whatsoever.
(d) Itishereby intended thatthe release contained herein relates to both known and unknown claimsthatTenant and any person or entityclaimingby or through Tenant may have, or claim to have, against any of the Indemnitees with respect to the subject matter contained herein or the events relatingthereto.By releasingand foreverdischargingclaims both known and unknown which are related to or which arise under or in connection with, the items set out above, Tenant expresslywaives any rights under CaliforniaCivilCode Section 1542 and any similarlaw of any stateor territoryofthe United States are expressly waived. Section 1542 reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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."
Tenant Initials:
(e) In connection with the Amendment, and the above release and waiver, Tenant acknowledges thatitisaware thatitand itsattorneysmay hereafterdiscoverclaims orfactsor legaltheories in addition to or different from those which itknow or believe to existwith respect to the claims released herein,but thatTenant's intentionhereby isto fully,ifnallyand forever release and waive allsuch claims, known or unknown, suspected or unsuspected, which do now exist,may existor have existed in favor of Tenant. Infurtherance of such intention,Tenant's enteringintothe Amendment shallevidence Tenant's full RIDER NO. 1
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and complete release and waiver, notwithstandingthe discovery or existence of any such additionalclaims, facts,or legaltheoriesunder applicablelaws or regulationsor otherwiserelatingtothe Premisesor the termination of Tenant's leasehold interest and later move from the Premises. Tenant acknowledges and agrees thatitswaiver and release isan essentialand materialterm to the Lease and thatwithout it,Landlord would not have consented to the Amendment. Tenant understands and acknowledges thesignificanceand consequences of these provisionsunder the Lease.
(f) Tenant agrees, warrants and representsthatithas carefullyread the contents of the Amendment and that,in executing the Amendment, Tenant does so with fullknowledge of any right which itmay have, that ithas received independent legaladvice from itsattorneys,or in the alternative, knowingly has determined not to seek legaladvice with respect to the matters set forth herein, and that Tenant has freelysigned thisAmendment without relyingon any agreement, promise, statement or representation by or on behalf of any person or entity,including any and all Indemnitees, except as specificallyset forthinthe Amendment.
(g) The statements, representationsand recitalscontained in the Lease are to be considered contractualinnature and not merely recitationsoffact.The Lease, the advisements herein,and the above release and waiver shallbe binding upon Tenant and itsheirs,agents, successors, legal representativesand assigns.
3. RELOCATION LAW DEFINITION. "Relocation Law" as used hereinshallmean applicable federal,state,and local laws and regulations,includingwithout limitation(i)the Uniform Relocation Assistance and Real Property Acquisition PoliciesAct of 1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing regulationsat 49 CFR Part 24, (ii)the CaliforniaRelocation Assistance Act, Government Code Section 7260, et seq. and the implementing regulationsat Title25, Section 6000, et seq. of the CaliforniaCode of Regulations, and (iii)any other applicablefederal,stateor localenactment, regulation or practice providing for relocationassistance, benefits,or compensation for moving and for property interests(includingwithout limitationfurnishings,fixturesand equipment, goodwill,and moving expenses).
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