FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("Amendment") is made and entered into as of February 21, 2023, by and between Kappe Terracina, LLC, a Delaware limited liability company ("Lessor") and the City of Placentia, a Charter City and municipal corporation ("Lessee").
RECITALS
A. Lessor's predecessor in interest, The Dennis and Deborah Sigalos Family Trust and The Karagines Family Trust (collectively, "Original Landlord"), and Lessee are parties to that certain Lease Agreement dated January 1, 2021 (the "Lease") for the rental of certain premises described as 166 East La Jolla Avenue, Placentia, CA (the "Premises").
B. Lessor as succeeded to all of the rights and interests of Original Landlord under the Lease.
C. Lessor and Lessee desire to amend and modify the Lease, as hereinafter provided in this Amendment.
D. Unless specifically defined in this Amendment, all capitalized terms used herein shall have the same meaning as the terms set forth in the Lease.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.
1. Extension of Term. The current Lease Term for the Premises, which is currently scheduled to expire on December 31, 2023, is hereby extended until March 31, 2024 (the "Revised Expiration Date"), unless sooner terminated as provided in the Lease or in this Amendment. The 3 -month portion of the Lease Term (as so extended) from January 1, 2024 (the "Extension Term Commencement Date") through the Revised Expiration Date is hereby referred to as the "Extension Term."
2. Monthly Rent. Beginning on the Extension Term Commencement Date, Lessee shall pay to Lessor monthly installments of Rent for the entire Premises during the Extension Term as set forth in the following schedule:
Period Monthly Base Rent
January 1, 2024 — March 31, 2024 $39,479.00
3. Lessee Termination Option. Lessee shall have the option (the "Termination Option") to terminate this Lease at any time after January 1, 2024, by delivering to Lessor a written notice of such termination (the "Termination Notice") at least four (4) months prior to the requested termination date (the "Termination Date"), which Termination Date must be specifically identified in the Termination Notice.
The delivery of the Termination Notice to Lessor must be accompanied by payment by Lessee to Lessor of a termination fee of $13,042.69 (the "Termination Fee"). If there are any uncured defaults by Lessee as of the date Lessee delivers the Termination Notice or as of the Termination Date, or if Lessee fails to deliver the Termination Fee to Lessor along with the Termination Notice, the Termination Option shall be void, and the Lease shall remain in effect. If the Termination Notice and Termination Fee are delivered as and when required hereunder, the Lease shall be deemed automatically terminated as of the Termination Date with and Lessee shall surrender the Premises to Lessor on the Termination Date in accordance with the terms of the Lease. Any failure by Lessee to do so shall result in Lessor being entitled to pursue its rights and remedies under the Lease and/or at law or equity with Lessee being deemed a "holdover" tenant after the Termination Date.
4. Condition of the Premises. Lessor shall not be obligated to provide or pay for any improvements, work or services related to the improvement, remodeling or refurbishment of the Premises, and Lessee shall continue to accept the Premises in its "AS IS" condition as of the date of execution of this Amendment.
5. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Amendment. 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 entity other than Broker who claims or alleges that they were retained or engaged by or at the request of such party in connection with this Amendment.
6. Reaffirmation. Lessee acknowledges and agrees the Lease is valid and in full force and effect, the Lessor is not in default thereunder, and all conditions and obligations on Lessor's part to be fulfilled under the terms of the Lease have been satisfied or fully performed, including, but not limited to, all required tenant improvements, allowances, alterations, installations and construction, for which payment has been made in all cases. No offset, claim, defense, or counterclaim is available to Lessee against rent payable by Lessee or against any other performance or obligation otherwise due from Lessee under the Lease, and no event has occurred and no condition exists, which with the giving of notice or the passage of time, or both, would constitute a default under the Lease.
7. Successors and Assigns. The Lease, except as herein modified, is continued and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and assigns.
8. Counternarts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Electronic signatures and/or signatures transmitted by facsimile or email shall have the same effect as an original signature.
9. No Further Modification. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect. This Amendment may be amended or modified only by a written instrument executed by the Lessor and Lessee. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this Amendment.
10. Consistency with Lease. In the event of any inconsistency between this Amendment and the Lease, the terms of this Amendment shall control.
IN WITNESS WHEREOF, this Amendment has been made and executed as of the date first -above written.
LESSOR:
LESSEE:
KAPPE TERRACINA, LLC, CITY OF PLACENTIA,
a Delaware limited liability company a Charter City and municipal corporation By: By:
Name: Ross Mitchell Name:
Title: Authorized Signatory Title: