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SECOND AMENDMENT TO GROUND LEASE
This Second Amendment to Ground Lease (this “ Amendment”), dated as of ______________, 2025 (the “Effective Date ”), is entered into by and between the City of Norwalk, a California municipal corporation ( “City”) and Primestor Norwalk Entertainment, LLC, a Delaware limited liability company (“Tenant”). Each of City and Tenant are occasionally referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
A. City and Tenant are parties to that certain Ground Lease dated as of December 19, 2022, a copy of which is attached hereto as Exhibit A (the “Original Agreement”), as amended by that certain First Amendment to Ground Lease dated as of March 31, 2025, a copy of which is attached hereto as Exhibit B (the “First Amendment” and together with the Original Agreement, the “Original Ground Lease”), pursuant to which the City leases certain real property owned by the City to Tenant, as more particularly identified therein (the “Premises”). The Original Ground Lease, as amended by this Amendment , shall be referred to herein as the “ Ground Lease .” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Ground Lease.
B. Pursuant to that certain Assignment and Assumption of Ground Lease dated _________ (the “Assignment and Assumption Agreement ”) executed by and between Tenant and Residences at the Walk, LP, a California limited partnership (“ Affordable Housing Developer”), and in accordance with Section 2.6 of the Original Ground Lease, Tenant assigned to Affordable Housing Developer all of Tenant’s rights, title, and interests in , to and under the Ground Lease with respect to the portion of the Premises identified as Parcel 7 (the “ Affordable Housing Parcel”), in order to facilitate the development of the Affordable Housing Parcel with a fifty-six (56) unit multifamily housing development consisting of not less than fifty- three (53) income restricted residential units plus one (1) manager’s unit (the “ Affordable Housing Project”).
C. On ________, 2025 (the “Affordable Lease Effective Date”), City and Affordable Housing Developer executed that certain Restricted Residential Ground Lease (the “ Affordable Housing Ground Lease ”), pursuant to which City leases the Affordable Housing Parcel to Affordable Housing Developer for the development of the Affordable Housing Project.
D. Pursuant to Article 28 of the Original Ground Lease, City has notified Tenant of its decision to lease a portion of the City Hall Parcel, as depicted on Exhibit C (the “City Hall Adjacent Area”), and Tenant has notified City of its election to lease a portion of the City Hall Parcel from City, on the terms and conditions set forth in the Ground Lease.
E. Pursuant to Section 4 of the ENA (as defined in the Original Ground Lease), Tenant has submitted Entitlement Cost Invoices (as defined in the ENA) to City evidencing Entitlement Costs incurred by Primestor Development, Inc., a Nevada corporation (“Developer”), an Affiliate of Tenant in an amount exceeding two million dollars ( $2,000,000), and City has agreed to reimburse Developer for a portion of such Entitlement Costs , in the amount of eight hundred ninety-seven thousand seven hundred forty- seven and 25/100 dollars ($897,747.25) (the “Rent ATTACHMENT NO. 2
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Credit”), by applying a credit against Tenant’s obligation to pay Base Rent for the First Rent Year and Second Rent Year, as set forth in this Amendment. Pursuant to the Assignment Agreement, Tenant will assign to Affordable Housing Developer the obligation to pay one hundred dollars ($100) of the Base Rent to be paid in the Second Rent Year, as set forth herein.
F. The Parties desire to amend the Original Ground Lease in order to: (i) acknowledge and confirm that the Affordable Housing Parcel has been released from the Premises under the Ground Lease; (ii) increase the area of the Premises under the Ground Lease to include t he City Hall Adjacent Area; (iii) apply the Rent Credit against Base Rent for the First Rent Year and Second Rent Year; and (iv) make such other modifications and amendments to the Original Ground Lease, all on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the Recitals set forth above, 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 receipt and sufficiency of whi ch are hereby acknowledged, City and Tenant agree as follows:
1. City Hall Adjacent Area. City hereby leases to Tenant, and Tenant hereby leases from City pursuant to the authority under Article 28 of the Original Ground Lease , the City Hall Adjacent Area, upon and subject to all of the covenants and conditions set forth in the Ground Lease. Commencing on the Effective Date, the City Hall Adjacent Area shall be added to the Premises under the Ground Lease and all references to the “Premises” under the Ground Lease shall be deemed to include the City Hall Adjacent Area.
2. Description of the Premises. City hereby acknowledges and agrees that, effective as of the Affordable Lease Effective Date, (a) the Affordable Housing Parcel has been released from the Premises under the Ground Lease and (b) that the City Hall Adjacent Area will be added to the portion of the Premises identified as Parcel 9 on Exhibit B of the First Amendment, such that the Premises will now include the area of the City Hall Adjacent Area and Parcel 9 together as a new Parcel 10, as described in Exhibit D-1 and depicted in Exhibit D-2. As of the Effective Date, Exhibit B to the First Amendment, which depicts and describes the Premises , is hereby deleted in its entirety, and the Premises shall be amended and restated in its entirety to consist of the real property described and depicted in Exhibit E attached hereto, which ( x) excludes the Affordable Housing Parcel and (y) includes the City Hall Adjacent Area.
3. Application of Rent Credit. City hereby agrees that the Rent Credit shall be applied to Tenant’s obligation to pay Base Rent, as follows:
(a) The amount of five hundred thousand dollars ($500,000) shall be credited against Base Rent for the First Rent Year , and no additional Base Rent for the First Rent Year shall be due and payable by Tenant; and (b) The amount of three hundred ninety- seven thousand seven hundred forty- seven and 25/100 dollars ($397,747.25) shall be credited against Base Rent for the Second Rent Year, and Tenant shall be obligated to pay, in advance, 241353613.5
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the amount of one hundred two thousand two hundred fifty-two and 75/100 dollars ($102,252.75) for the Second Rent Year.
4. The Original Ground Lease Remains in Full Force and Effect. Except as amended by this Amendment, the Original Ground Lease remains in full force and effect, and the terms thereof, as modified by this Amendment, are hereby ratified and confirmed by the Parties. In the event of any inconsistency between the terms of the Original Ground Lease and the terms of this Amendment, the terms of this Amendment shall prevail and control. The Parties each hereby agree that, as of the date hereof, neither Party is in default under the Original Ground Lease, and, without limiting the foregoing, any default, violation or failure under the Original Ground Lease shall, as of the full execution and delivery of this Amendment, be deemed cured in full.
5. Counterparts. This Amendment may be signed in multiple counterparts each of which shall be deemed an original, but all of which shall, taken together, be but one and the same instrument. This Amendment may be delivered by facsimile or electronic mail.
6. Entire Agreement. This Amendment reflects, supersedes and merges all the prior agreements and negotiations of the Parties with respect to its subject matter, and contains their entire agreement with respect to the subject matter set forth herein. [Signatures on next page]
Signature Page
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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the Effective Date.
“CITY”
CITY OF NORWALK,
a California municipal corporation
By:
Jesus Gomez
City Manager
APPROVED AS TO FORM:
By:
Arnold M. Alvarez Glasman
City Attorney
“TENANT”
PRIMESTOR NORWALK ENTERTAINMENT, LLC,
a Delaware limited liability company
By: Primestor Development, Inc.,
a Nevada corporation
By:
Arturo Sneider
Founding Partner and CEO
Exhibit A
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Exhibit A
Original Agreement
[see attached]
Exhibit B
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Exhibit B
First Amendment
[see attached]
Exhibit C
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Exhibit C
City Hall Adjacent Area
[see attached]
949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
Exhibit D-1
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Exhibit D-1
Description of Parcel 10
[see attached]
Exhibit D-2
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Exhibit D-2
Depiction of Parcel 10
[see attached]
PARCEL 10
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Parcel 10\1321-008PCL10_exA.docx PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001
IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITH THOSE PORTIONS OF LOT IV (4), IN SECTION 18, TOWNSHIP 3 SOUTH, RANGE 11 WEST, IN THE RANCHO SANTA GERTRUDES, AS PER MAP RECORDED IN BOOK 1 AT PAGE 502 OF MISCELLANEOUS RECORDS, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL A
BEGINNING AT THE CENTERLINE INTERSECTION OF IMPERIAL HIGHWAY AND NORWALK BOULEVARD AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 257, PAGE 95, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID NORWALK BOULEVARD SOUTH 00°19'23" EAST, 378.10 FEET;
THENCE LEAVING SAID CENTERLINE, NORTH 89°40'37" EAST, 50.00 FEET TO THE
EASTERLY RIGHT-OF-WAY LINE OF SAID NORWALK BOULEVARD, ALSO BEING THE WESTERLY LINE OF THAT GRANT DEED RECORDED MAY 3, 2013, AS INSTRUMENT NUMBER 20130668029 OF OFFICIAL RECORDS OF SAID COUNTY RECORDER AND A POINT ON THE SOUTHERLY LINE OF PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001 RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY SHOWN AS “S89°51'55"E 324.85’” ON SAID SOUTHERLY LINE;
THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL 9, SOUTH 89°51'55" EAST,
49.78 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00°19'05" EAST, 4.25 FEET;
THENCE NORTH 89°39'15" EAST, 249.58 FEET;
THENCE SOUTH 00°19'05" EAST, 77.05 FEET;
THENCE NORTH 89°39'15" EAST, 24.86 FEET TO THE WESTERLY LINE OF SAID PARCEL 9 AND A POINT HEREINAFTER REFERRED TO AS POINT A;
THENCE ALONG SAID WESTERLY LINE, NORTH 00°08'05" EAST, 78.99 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 9;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 89°51'55" WEST, 275.07 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL 10
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Parcel 10\1321-008PCL10_exA.docx
PARCEL B
BEGINNING AT THE HEREINBEFORE DESCRIBED POINT A,
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 9, SOUTH 00°08'05" WEST, 97.32 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING THE WESTERLY LINE, SOUTH 89°39'15" WEST, 28.23 FEET;
THENCE SOUTH 00°19'05" EAST, 50.67 FEET;
THENCE SOUTH 89°39'15" WEST, 20.40 FEET;
THENCE SOUTH 00°19'05" EAST, 58.87 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID SOUTHERLY LINE , NORTH 89°39'59" EAST, 47.76 FEET TO SAID WESTERLY LINE OF PARCEL 9;
THENCE ALONG SAID WESTERLY LINE, SOUTH 00°08'05" WEST, 109.55 FEET TO THE TRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL CONTAINS 67,755 SQUARE FEET OR 1.555 ACRES, MORE OR LESS.
AS SHOWN ON PLAT OF PARCEL 10 , ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS’ ACT.
J. MARTY SMITH, P.L.S. 8070
DATE PREPARED: 10/08/2025
LICENSED LAND SURVEYORSTATE OF CALIFORNIA8070J. MARTYSMITH 949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
Exhibit E
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Exhibit E
Description of Premises
[see attached]
GROUND LEASE PREMISES
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\ground premises\1321-008groundpremises.docx PARCEL 1, 2, 3, 4, 5, 6, AND 8 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025 -0001 IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY.
TOGETHER WITH
PARCEL 10
PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001
IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITH THOSE PORTIONS OF LOT IV (4), IN SECTION 18, TOWNSHIP 3 SOUTH, RANGE 11 WEST, IN THE RANCHO SANTA GERTRUDES, AS PER MAP RECORDED IN BOOK 1 AT PAGE 502 OF MISCELLANEOUS RECORDS, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL A
BEGINNING AT THE CENTERLINE INTERSECTION OF IMPERIAL HIGHWAY AND NORWALK BOULEVARD AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 257, PAGE 95, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID NORWALK BOULEVARD SOUTH 00°19'23" EAST, 378.10 FEET;
THENCE LEAVING SAID CENTERLINE, NORTH 89°40'37" EAST, 50.00 FEET TO THE
EASTERLY RIGHT-OF-WAY LINE OF SAID NORWALK BOULEVARD, ALSO BEING THE WESTERLY LINE OF THAT GRANT DEED RECORDED MAY 3, 2013, AS INSTRUMENT NUMBER 20130668029 OF OFFICIAL RECORDS OF SAID COUNTY RECORDER AND A POINT ON THE SOUTHERLY LINE OF PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001 RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY SHOWN AS “S89°51'55"E 324.85’” ON SAID SOUTHERLY LINE;
THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL 9, SOUTH 89°51'55" EAST,
49.78 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00°19'05" EAST, 4.25 FEET;
THENCE NORTH 89°39'15" EAST, 249.58 FEET;
THENCE SOUTH 00°19'05" EAST, 77.05 FEET;
GROUND LEASE PREMISES
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\ground premises\1321-008groundpremises.docx THENCE NORTH 89°39'15" EAST, 24.86 FEET TO THE WESTERLY LINE OF SAID PARCEL 9 AND A POINT HEREINAFTER REFERRED TO AS POINT A;
THENCE ALONG SAID WESTERLY LINE, NORTH 00°08'05" EAST, 78.99 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 9;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 89°51'55" WEST, 275.07 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL B
BEGINNING AT THE HEREINBEFORE DESCRIBED POINT A,
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 9, SOUTH 00°08'05" WEST, 97.32 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING THE WESTERLY LINE, SOUTH 89°39'15" WEST, 28.23 FEET; THENCE SOUTH 00°19'05" EAST, 50.67 FEET;
THENCE SOUTH 89°39'15" WEST, 20.40 FEET;
THENCE SOUTH 00°19'05" EAST, 58.87 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID SOUTHERLY LINE , NORTH 89°39'59" EAST, 47.76 FEET TO SAID WESTERLY LINE OF PARCEL 9;
THENCE ALONG SAID WESTERLY LINE, SOUTH 00°08'05" WEST, 109.55 FEET TO THE TRUE POINT OF BEGINNING.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS’ ACT.
J. MARTY SMITH, P.L.S. 8070
DATE PREPARED: 10/20/2025
J
.
M
ARTY
SMITH
,
P.L.S. 8070
DATE PREPARED:
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