SIXTH AMENDMENT TO SUBLEASE
This Sixth Amendment to Sublease ("Amendment") is made as of this day of 2022 between Jackbilt, Inc., a California corporation ("Sublessor") and The Cheesecake Factory Restaurants, Inc., a California corporation ("Sublessee"), successor in interest to Cheesecake Corporation of America.
WITNESSETH:
WHEREAS, Sublessor is the Lessee under a Ground Lease dated August 6, 1973 between the City of Redondo Beach ("City") and Sublessor, subsequently amended by Amendment No. 1 dated April 21, 1987, Amendment No. 2 (undated), and Amendment No. 3 dated March 15, 2016 (as amended, the "Original Master Lease") for certain real property having a street address of 605 North Harbor Drive located in Redondo Beach, California (the "Master Leased Premises"), as more particularly described in said Master Lease. The current term of the Master Lease expires on August 5, 2028;
WHEREAS, concurrently herewith, City and Sublessor shall enter into a Fourth Amendment to the Master Lease, a copy of which is attached hereto as Exhibit "A" ("4"h Amendment to Master Lease"), pursuant to which (i) the expiration date of the Original Master Lease will be extended until August 5, 2033, and (ii) the Master Lease Premises will be expanded by the "Additional Parking Area" as described below. The Original Master Lease, as amended by the 4* Amendment to the Master Lease, is referred to herein as the "Master Lease"; WHEREAS, Sublessor and The Pandanus Corporation ("Pandanus") entered into a Sublease dated September, 1, 1972 ("Original Sublease"), subsequently amended by the Amendments dated August 8, 1973(the "First Amendment") and July 9, 1974 (the "Second Amendment"), wherein Sublessor leased to Pandanus and Pandanus leased from Sublessor the Master Leased Premises;
WHEREAS, Sublessor, Pandanus and a precursor entity to Sublessee entered into a Modification of Sublease and Consent to Assignment dated November 6, 1985 (the "Modification"'), whereby Sublessor consented to assignment of the interest of Pandanus under the Sublease to Sublessee;
WHEREAS, Sublessor and a precursor entity to Sublessee entered into a Second Amendment to Sublease dated October 1, 1986 (and referred to herein as the "Third Amendment");
WHEREAS, Sublessor and Sublessee entered into a Third Amendment to Sublease dated July 31, 2003 (and referred to herein as the "Fourth Amendment"); WHERAS, Sublessor and Sublessee entered into a Fifth Amendment to Sublease dated March 15, 2016 (the "Fifth Amendment");
WHEREAS, said Original Sublease, as amended and assigned, is collectively referred to herein as the "Sublease";
WHEREAS, the current term of the Sublease expires August 5, 2023. Sublessee desires to extend the Sublease and Sublessor is willing to extend the Sublease, pursuant to the terms and conditions of this Amendment;
WHEREAS, all capitalized terms used in this Amendment and not otherwise defined shall have the same meaning given such term in the Sublease; NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Sublease as amended and modified hereby, and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, it is mutually agreed as follows:
1. Term. Sublessor hereby grants to Sublessee an extension of the Sublease for ten (10) years (August 6, 2023 through August 5, 2033) (the "Extension" upon all the same terms and conditions of the Sublease, as amended by this Amendment.
2. Percentage Rent Credit. Regardless of the aggregate total credit taken against the Percentage Rent, the Percentage Rent Credit described in the Third Amendment shall cease upon August 5, 2023 (i.e., upon the commencement of the Extension).
3. Minimum Rent. The monthly Minimum Rent due pursuant to the Sublease, for the balance of the term of the Sublease, as extended herein, shall be: (i) Fourteen Thousand Four Hundred Two and 25/100 Dollars ($14,402.25) plus (ii) the monthly Minimum Rent payable to the City pursuant to the Master Lease as of the date hereof. Sublessor and Sublessee confirm that the current monthly Minimum Rent due pursuant to the Sublease is Thirty-two Thousand Three Hundred Seventy-Five Dollars ($32,375.00). In no event shall the monthly Minimum Rent due under the Sublease increase above $32,375.00 for any reason whatsoever for the balance of the Sublease term (i.e., throughout the Extension).
4. Additional Parking Area. Pursuant to the 4" Amendment to Master Lease, the parking area of the Master Leased Premises will be expanded. When the additional parking area is added to the Master Leased Premises, Sublessor and Sublessee shall likewise add the additional parking area to the Sublease Premises such that the revised Master Leased Premises and Sublease premises will be as shown on Exhibit B attached hereto. Sublessor, at Sublessor's expense, shall be responsible for the "Additional Improvements" described in Exhibit K to the 4" Amendment to Master Lease, slurry and restriping of the entire parking lot, and any other improvements required by the City. Sublessee shall not be responsible for any of the Additional Improvements described in Exhibit K to the 4th Amendment to Master Lease, however Sublessee shall be responsible for landscape and maintenance of the additional Sublease parking area along with future maintenance of the parking lot including the landscaping as set forth in the Sublease.
5. Tenant Improvements. Sublessee agrees to perform the following improvements to the Sublease premises (collectively, the "New Improvements"):
• Exterior harbor side window wood trim.
• Exterior emergency handicapped side exit ramp.
• Flat Roof to be replaced.
• Exterior large arch/window trim and exterior façade to be improved. • Entire building exterior to be painted/plastered.
• Replace the second floor customer ceiling.
• Upgrade the existing back bar.
• Refresh the existing booth millwork.
• Upgrade many existing light fixtures.
• Upgrade patio areas.
Notwithstanding Section 19 of the Sublease, in the event of any condemnation, taking or similar action by the City or any other public authority under the power of eminent domain, Sublessee shall be entitled to an award for the unamortized costs to plan, design, purchase, construct and install the New Improvements, assuming a straight line amortization of such costs over the ten (10) years of the Extension.
6. Patio Area. Sublessor acknowledges that the interior and exterior patio areas (together, the "Patio Area") of the Sublease Premises are integral to Sublessee's operations, and that any restriction or interference with Sublessee's use of the Patio Area will have a material adverse effect on Sublessee's business. Accordingly, notwithstanding any other terms or provisions of the Sublease, if the City or any other public authority restricts or interferes with Sublessee's use of the entire Sublease Premises and entire interior and exterior Patio Area (including without limitation any condemnation, taking or similar action under the power of eminent domain), Sublessee shall have the right to terminate the Sublease by giving Sublessor no less than sixty (60) days prior written notice.
7. Miscellaneous.
Except as modified herein, all other terms, covenants and conditions of the Sublease shall remain in full force and effect.
This Amendment shall bind and inure to the benefit of not only the parties hereto, butalso their respective successors and assigns.
In case of any inconsistency between the provisions of the Sublease and this Amendment, the later provision shall govern and control.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Amendment to Sublease as of the day and year first above written.
SUBLESSEE
THE CHEESECAKE FACTORY
RESTAURANTS, INC.
a California corporation
By
Its:
SUBLESSOR
JACKBILT, INC.
a California corporation
Beats
Its:_ president
EXHIBIT A
AMENDMENT NO. 4 TO THE
MASTER LEASE
FOURTH AMENDMENT TO LEASE BETWEEN THE
CITY OF REDONDO BEACHAND
JACKBILT, INC.
This FOURTH AMENDMENT TO LEASE (this "Fourth Amendment") dated for reference purposes as of February 1, 2022 (the " Effective Date"), is made by and between CITY OF REDONDO BEACH ("Lessor") and JACKBILT, ING., a California corporation ("Lessee"). with regard to the following:
Recitals
A. Lessor and Lessee are parties to that certain Lease entered into and effective as of August 6, 1973 (the "Lease"). Unless otherwise expressly stated herein, any term defined in theLease and used in this Fourth Amendment shall have the same meaning herein as given in the Lease.
B. The Lease has been amended via Amendment #1 dated April 21, 1987, Amendment #2 which is undated, and Amendment #3 dated March 15, 2016.
C. Lessor and Lessee further desire to amend the Lease to extend the Term and modify the Premises.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Lease Amendment
i. Section 3.1 - "Initial Term" of the Lease is hereby amended by deleting it in its entirety and substituting the following in its place:
"3.1 Term: The term of the Lease (the "Term") shall be 60 full calendar years beginning on August 6, 1973 and ending on August 5, 2033 unless sooner terminated as provided for ii. Section 3.2 - " Option to Extend" of the Lease is hereby amended by deleting it in its entirety and substituting the following in its place:
"3.2 Omitted"
ili. Section 7.8 hereby added to the Lease as follows:
"7.8 Additional Improvements: Lessee agrees that it will, at its own expense, construct or cause to be constructed the Exhibit A (p. lof 5)
Additional Improvements depicted and set forth on Exhibit K attached to this Fourth Amendment. All plans, specifications or other designs for the Additional Improvements shall be submitted to the Waterfront and Economic Development
("WED") for review and approval, prior to the Lessees
application for any building permits or initiation of any construction activity. Construction of the Additional
Improvements must be initiated within 120 days of the date of this Fourth Amendment and completed within 180 days of the date of this Fourth Amendment unless an extension to is requested and approved by the WED Department.
Exhibit C of the Lease is hereby amended by deleting it in its entirety and replaced by Exhibit C attached to this Fourth Amendment.
2. Effect of Amendment.
Except to the extent the Lease is amended and modified by this Fourth Amendment, the remaining terms and conditions of the Lease shall remain unmodified and in full force and effect. In the event of conflict between the terms and conditions of this Fourth Amendment and the terms and conditions of the Lease, Amendment #1, Amendment #2, and Amendment #3, the terms and conditions of this Fourth Amendment shall prevail and control.
3. Counterparts; Facsimile or PDF Signatures.
This Fourth Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. Electronic version counterparts (e.g., pdf's) may be exchanged via e- mail and this Amendment shall be effective upon such exchange by the parties of the electronic versions.
[Signatures Appear on the Following Page]
Ex. A (p. 20f5)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date set forth above.
LESSOR LESSEE
CITY OR REDONDO BEACH, a chartered JACKBILT, INC. a California corporation city and municipal corporation
By: William C. Brand By: Bradley D. Howard
Its: Mayor Its: President
ATTEST
By: Eleanor Manzano
Its: City Clerk
APPROVED AS TO FORM
By: Michael W. Webb
Its: City Attorney
Ex. A (p. 3 of 5)
Exhibit C - Premises
Ex. A (p.4 of S)
Jackbilt Leasehold Area
Exhibit K-Additional Improvements
lackbilt to install 8' fence with slats
Jackbilt to install 4' fence
Jackbilt to install mechanical arm at
lackbilt to install removable bollards entrance with power (or solar power), compatible with Shade Hotel key
Jackbilt to slurry seal and re-stripe lot
Ex. A (p. 5 of 5)
Jackbilt to instail 4' fence
LSE
2060
Jackbilt Leasehold Area
Zislis Boutique Hotels LLC Leasehold Area
EXHIBIT B
REVISED MASTER LEASE
PREMISES/SUBLEASE PREMISES
(INCLUDING ADDITIONAL PARKING
AREA)*
*Note that this Exhibit B is also attached
as Exhibit C to the 4'h Amendment to
Master Lease.
Exhibit B - Premises
Jackbilt Leasehold Area