F
IRST AMENDMENT TO GROUND LEASE AGREEMENT
NORWALK CIVIC CENTER PARKING GARAGE
This First Amendment to Ground Lease Agreement (this “ Amendment”), dated as of ______________, 2025 (the “Effective Date”), is entered into by and between the County of Los Angeles, a body corporate and po litic (“ County”) and the City of Norwalk, a municipal corporation (“City”). Each of County and City are occasionally referred to herei n as a “ Party” and collectively as the “Parties.”
RECITALS
A. County and City are parties to that certain Ground Lease Agreem ent dated March 30, 1995, a copy of which is attached hereto as Exhibit A (the “Original Agreement”), pursuant to which County leases to City certain real property in the City of Norwalk, County of Los Angeles, State of California, as depicted on Exhibit B attached hereto ( the “ County Premises”). The Original Agreement, as amended by this Amendment, shall be referred to herein as the “ Lease Agreement.” Capitalized terms used herein and not otherwise defined sha ll have the meanings ascribed to such terms in the Original Agreement.
B. Section 2 of the Original Agreement provides the City with two (2) consecutive options (each, an “ Option”) to renew the initial term of the Original Agreement (as may be extended, the “Term”) for an additional term, the first of thirty (30) years and, provided that the first Option has been exercised, the second of thirty-four (34) years.
C. Pursuant to that certain Notice of Exercise of Option to Extend Lease dated June 13, 1995, the City exercised the first Option to extend the Ter m for a period of thirty (30) years and confirmed that the Original Agreement commenced on May 9, 1 995, and, as extended, is currently set to expire on May 8, 2060.
D. Pursuant to the Original Agreement, City constructed, and conti nues to operate, a multilevel parking structure on the County Premises (the “Parking Structure”).
E. City is the fee owner of certain land located in the City of Norwalk, County of Los Angeles, State of California, as more particularly described on Exhibit C attached hereto (the “City Property”), which is adjacent to the Parking Structure.
F. Pursuant to that certain Ground Lease dated December 19, 2022 ( the “ Project Ground Lease”), entered into by and between City and Primestor Norwalk Ente rtainment, LLC, a Delaware limited liability company (“ Primestor”), City leases a portion of City Property, including but not limited to the Surface Parking Area (the “ Project Parcel”) to Primestor for the development and construction of a mixed use development (the “Mixed-Use Project”) consisting of (i) up to three hundred fifty (350) residential units, (ii) up to one hundred ten thousand (110,000) square feet of commercial uses, which may include, but not be limited to, food and beverage establishments, retail, health and wellness facilities, and gro cery or supermarket uses, and (iii) approximately one hundred thousand (100,000) square feet of ground-floor open space/plaza area that is publicly accessible but privately maintained and operat ed. The Mixed-Use Project, which will be developed in phases by one or more affiliates of Primestor (together with Primestor, Attachment No. 2
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“Primestor Parties ”), is anticipated to provide not less than the minimum number of vehicle parking spaces as required by the Norwalk Entertainment District – Civic Center Specific Plan.
G. Section 6.A. of the Original Agreement provided County with the exclusive right to use four hundred fifty (450) parking spaces within the parki ng structure between the hours of 7:30 a.m. and 5:30 p.m. on non-holiday weekdays and a non-exclu sive right to use an additional four hundred fifty (450) parking spaces within the parking structure between the hours of 7:30 a.m. and 5:30 p.m. on non-holiday weekdays.
H. In order to provide vehicle parking spaces to users of the Project, County has agreed to relinquish its exclusive rights to use one hundred (100) veh icle parking spaces and its non- exclusive rights to use fifty (50) vehicle parking spaces in th e Parking Structure (collectively, the “Relinquished Spaces”) and its rights to early terminate the Lease Agreement as set forth in this Amendment.
I. The Parties now desire to amend and modify certain terms of the O r i g i n a l Agreement, subject to and in accordance with the terms of this Amendment, in order to: (1) extend the term of the of the Lease Agreement; (2) revise County’s rig hts to use vehicle parking spaces in the Parking Structure; (3) eliminate early termination right s by County and City; and (4) make such other modifications and amendments to the Original Agreeme nt as are expressly set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the Recitals set forth abov e, which are hereby incorporated herein by reference, and the mutual covenants and conditions contained in this Amendment, and for other good and valuable consideration, the r eceipt and sufficiency of which are hereby acknowledged, County and the City agree as follows:
1. Term. The City hereby elects to exercise the second Option upon expiration of the first Option on May 8, 2060 to extend the Term, and County here by acknowledges such election and agrees that (a) the Term shall be extended for an additiona l period of thirty-four (34) years, and (b) that the Lease Agreement will expire on May 8, 2094.
2. Consideration.
Section 6.A of the Original Agreement shall be amended to add t he following to the end thereof:
6.A. In order to accommodate City’s desire for a project on an adjacent site, City will need, and C ounty will relinquish its exclusive rights to use one hundred (100) vehicle parking spaces and its non-exclusive righ ts to use fifty (50) vehicle parking spaces in the Parking Structure (the “Relinquished Spaces ”) on the date (the “ Relinquish Date ”) that is the earlier of (i) the date on which City elects to commence paymen t of the Parking Fee, and (ii) the date on which the City issues a Tempo rary Certificate of Occupancy to Primestor for its project on an adj acent site.
Until the Reli nquish Date, County shall at all times when the Parking
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Structure is in operation, continue to have the non-exclusive right to use all 900 original parking spaces. On and after the Relinquish Date, County will have the exclusive right to use up to three hundred fifty (350) vehicle parking spaces within the Parking Structure between the hours of 7:30 a.m. and 5:30 p.m. on non-holiday weekdays, and the non-exclusive right to use an additional four (400) vehicle parking spaces within the Parking Structure between the hours of 7:30 a.m. and 5:30 p.m. on non-holiday wee kdays, both at no expense to County other than as provided herein. On and after the Relinquish Date, County shall at all times when the parking structure is in operation, have the non-exclusive right to use 750 parking spaces.
A new Section 6.D shall be added to the Lease Agreement, as follows:
6.D. Commencing on the Relinquish Date, the City shall pay C ounty as further additional consideration for the Relinquished Sp aces, a monthly payment (the “ Parking Fee ”) in the amount of thirty dollars ($30) per Relinquished Sp ace, for a total of four t housand five hundred dollars ($4,500) per month. The Parking Fee shall be made to the County a s follows:
County of Los Angeles
Auditor-Controller, Administrative Services
500 West Temple Street, Room 410
Los Angeles, California 90012
Attn: Franchise / Concessions Section
A rent escalation in the amount of ten percent (10%) every five (5) years shall be applied to the Parking Fee through the expiration of t he Lease Agreement.
3. Early Termination. Section 7.B of the Original Agreement shal l be deleted in its entirety.
4. Ratification. Except as amended by the provisions of this Amend ment, the terms and provisions of the Agreement remain in full force and effect . County and Owner ratify and affirm the Agreement as amended by this Amendment.
5. Choice of Law. The terms and provisions of this Amendment shall be construed in accordance with, and governed by, the laws of the State of Cali fornia without application of any choice of laws provisions.
6. Entire Agreement and Modification. The Agreement as modified by t h i s Amendment constitutes the final, complete and exclusive statement of the terms of the agreement of County and Owner and is binding on and inures to the benefit of the respective heirs, representatives, successors and assigns of County and Owner. Th is Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. All references to the Agreement in any other document shall be deemed to refer to the Agreement as modified by this Amendment.
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Except as modified by this Amendment, all of the terms and cond itions of the Agreement shall remain in full force and effect. In the event that the terms of this Amendment conflict with the terms of the Agreement and its schedules, the terms of this Ame ndment shall control. Neither County nor Owner has been induced to enter into this Amendment by, nor is County or Owner relying upon, any representation or warranty other than those s et forth in this Amendment. Any agreement made after the date of this Amendment shall be ineffective to amend this Amendment, in whole or in part, unless such agreement is in writing, is si gned by County and Owner, and specifically states that the agreement amends or modifies this Amendment (or the Agreement, as amended by this Amendment).
7. No Drafting Presumption. The doctrine or rule of construction t hat ambiguities in a written instrument or agreement shall be construed against th e party drafting the same shall not be employed in connection with this Amendment.
8. Partial Invalidity. If any term, covenant or provision of this Amendment is, to any extent, held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Amendment, or the application of that term, covenant or provision to persons or circumstances other than those as to which it is held to be invalid or unenfo rceable, will not be affected by such invalidity or unenforceability, and all other terms, covenants and conditions of this Amendment will be valid and enforceable to the fullest extent permitted by law.
9. Construction. Unless the context clearly requires otherwise, in this Amendment: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” “must,” “agrees,” and “covenants” are each mandatory; (d) “may” is permissive; (e) “or” is not exclusive; and (f) “includes” and “including” are not limiting. Each covenant, agreement, obligation, or other provision of this Amendment shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Amendment, unless otherwise expressly provided in this Amendment.
10. Capitalized Terms; Paragraph References. Capitalized terms used herein without definition (including in the recitals hereto), have the meaning s given to such terms in the Agreement, unless otherwise defined in this Amendment. Unless o therwise noted, section references in this Amendment refer to sections in Agreement, as amended by this Amendment.
11. Captions. The captions to the sections in this Amendment are in cluded for convenience of reference only and do not modify or define any o f the provisions of this Amendment.
12. Counterparts. This Amendment may be executed in separate counte rparts, each of which shall constitute an original and all of which together sh all constitute one and the same document. The parties contemplate that they may be executing co unterparts of this Amendment transmitted by facsimile or email in PDF format and agree and i ntend that a signature by either facsimile machine or email in PDF format shall bind the party s o signing with the same effect as though the signature were an original signature.
[Signatures on next page]
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first written above.
COUNTY:
FESIA A. DAVENPORT
Chief Executive Officer
By:
John T. Cooke
Assistant Chief Executive Officer
APPROVED AS TO FORM:
DAWYN R. HARRISON
County Counsel
B y :
N a m e :
Title:
[signatures continued on next page]
CITY:
CITY OF NORWALK,
a California municipal corporation
B y :
Jesus Gomez
City Manager
APPROVED AS TO FORM:
By:
Arnold M. Alvarez Glasman
City Attorney
Exhibit A
Original Agreement
[see attached]
As used herein "netoperating income from the parking structure, operating income" shall mean the gross income from the structure, reduced by all operating expenses, including, without limitation, all maintenance and repair costs and costs of utilities (including lighting), capital improvements, insurance premiums, taxes (other than those shown on the tax bill as being payable to City's General Fund, costs of security (other than extraordinary security required by the County to satisfy the needs of the adjacent courthouse, which costs shall be paid by County), together with the fees of a manager, if an independent manager is retained, or, in the event City undertakes to provide direct management. City's ordinary and necessary administrative costs in providing such management.
I
i
7. EARLY TERMINATION1.
In the event that County ceases to use the
courthouse structure adjacent to the Premises and declares such structure and the Premises to be surplus. County may terminate this lease on eighteen (18) months prior notice, provided however, that City shall have an option to purchase the Premises at then fair market value; fair market value shall be determined without any consideration to or effect of the existence of this Leas
e. Such option shall be exercisable at any time during the eighteen (18) month notice period. Upon exercise of such option, County will, if requested by city, finance the purchase at then market rates of interest for the longest period of time permitted by law. The terms of such financing shall not exceed any statutory limitation to which County is subject.
At any time after the forty-fifth (45th) year
of the term or extended term hereof, either party shall have the right to terminate this Lease, on three years prior written notice upon a determination that the improvements have exhausted their useful or economic life, and/or have become a public hazard. Any such determination shall be made by a panel of independent experts, one appointed by the County and one by the City. In the event that the experts so appointed are unable to agree, then they shall appoint a third, independent panel member, who shall be expert in the area under consideration, and the panel, as so finally constituted, shall make all appropriate determinations. Each party shall bear the cost of its appointed expert,' and the parties shall share the costs of the third expert, if one is appointed.
Anything in this subparagraph B. to the contrary
notwithstanding. County may be precluded from terminating this Lease on the occurrence of any of the circumstances noted herein if City shall undertake in writing to cure such circumstance or circumstances pursuant to a program approved by the panel of experts and shall, thereafter, diligently pursue such cure to completion.
A.
(
B.
(
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950206 UJ A964.MIX (5)
Exhibit B
County Premises
[see attached]
Exhibit C
City Property
[see attached]