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THIRD AMENDMENT TO SHOPPING CENTER LEASE
THIS THIRD AMENDMENT TO SHOPPING CENTER LEASE ("Third
Amendment"), dated for reference purposes only May 9, 2023, is entered into by and between RMV HOLDINGS, L.P., a Delaware limited partnership ("Landlord"), and THE CITY OF SANTA CLARA, a chartered municipal corporation ("Tenant").
Recitals
A. Landlord's predecessor-in-interest and Tenant entered into that certain Shopping Center Lease agreement dated January 28, 2003 ("Original Lease"), pursuant to which Tenant leases from Landlord the Premises commonly known as 3992 Rivermark Plaza, Santa Clara, California 95054 ("Premises"), located in the Rivermark Village Shopping Center, as more particularly described in the Original Lease.
B. The Original Lease was amended pursuant to the terms of that certain Proposal to Lease Renewal letter agreement dated August 10, 2012 ("First Amendment"), and that certain Second Extension of Shopping Center Lease dated June 1, 2018 ("Second Amendment"). The Original Lease, First Amendment, and Second Amendment shall hereinafter be referred to as the "Lease".
C. Pursuant to the terms of the Second Amendment, the current Term of the Lease is scheduled to expire May 31, 2023.
D. Landlord and Tenant conclusively agree that the Premises contain approximately 2,500 square feet of space.
E. Landlord and Tenant now desire to amend the Lease to extend the Lease Term for a period of sixty (60) months, subject to all of the terms and conditions set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreement of the parties hereto to the terms and conditions hereinafter contained, the parties agree as follows:
Agreement
1. Definitions and Recitals. Except as noted to the contrary in this Third Amendment, the terms used in this Third Amendment shall be defined as provided in the Lease and the Lease is incorporated herein by this reference. Except as set forth in this Third Amendment, all other terms and conditions of the Lease shall remain in full force and effect. The parties acknowledge and agree to the truthfulness of the foregoing recitals which are hereby incorporated into this Third Amendment.
2. Effective Date. The terms of this Third Amendment shall be effective as of the date this Third Amendment has been executed by Landlord and Tenant (the "Effective Date"). 6256.000.2600947.1 05/09/2023
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3. Extension of Lease Term. The term of the Lease is hereby extended for a period of five (5) years commencing upon the expiration of the current term of the Lease on May 31, 2023. Accordingly, the "Extended Term" shall commence on June 1, 2023, with the result that the expiration date of the Lease shall be May 31, 2028. The Minimum Rent payable by Tenant during the Extended Term of the Lease shall be paid at the rate of $1.00 per annum. Landlord and Tenant acknowledge and agree that Tenant has no subsequent options to further extend the term of the Lease beyond the Extended Term.
4. Notice. The current notice addresses for Landlord are as follows.
To Landlord: RMV Holdings, LP
c/o Heitman
191 N Wacker Drive, Suite 2500
Chicago, Illinois 60606
Attn: Asset Manager
With a copy to: Vestar
2415 E. Camelback Road, Suite 100
Phoenix, Arizona 85016
5. No Brokerage Commissions. Tenant represents and warrants that it has not dealt with or negotiated with any broker or finder with respect to the matters that are the subject of this Third Amendment. Tenant and Landlord further agree that Landlord shall have no obligation to pay a brokerage commission or finder's fee with respect to this Third Amendment. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any claims or demands for any fees or commissions from anyone claiming to have dealt with Tenant with respect to the matters contained herein.
6. Certification by Tenant. To Tenant's knowledge as of the date of this Third Amendment:
(a) Landlord is not in default under the terms of the Lease and no event has occurred which with the giving of notice or the passage of time, or both, would constitute a default by Landlord under the Lease; and
(b) Notwithstanding anything to the contrary, Tenant has no defense or offsets to the payment of Rent or the performance of Tenant's obligations under the Lease as and when such obligations become due.
7. Entire Agreement. This Third Amendment contains all of the agreements and understandings made between the parties with respect to the subject matter of this Third Amendment. No prior or contemporaneous oral or written understandings or representations concerning the subject matter of this Third Amendment, other than as set forth in this Third Amendment shall be enforceable against either party. Any amendment shall be in writing and signed by both parties. In the event of any inconsistency between the terms of this Third Amendment and the Lease, the terms of this Third Amendment shall control. 6256.000.2600947.1 05/09/2023
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8. Successors and Assigns. Except as otherwise provided in the Lease, this Third Amendment shall be binding upon and inure to the benefit of the parties hereto, the heirs, personal representatives, and the permitted successors, transferees and assigns.
9. Ratification. Except as set forth above, all other terms and conditions of the Lease are ratified and affirmed, and shall remain in full force and effect.
10. Authority. The undersigned hereby represent and warrant each to the other that (i) they have the legal right, power and authority to enter into this Third Amendment on behalf of the party for whom they are a signatory, (ii) the execution, delivery and performance of this Third Amendment has been duly authorized, and (iii) no other action is required for the validity and binding execution, delivery and performance of the Lease as modified by this Third Amendment.
11. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties agree that a signed copy of this Third Amendment transmitted by one party to the other party by electronic transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original of this Third Amendment. 6256.000.2600947.1 05/09/2023
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IN WITNESS WHEREOF, this Third Amendment is executed by the parties on the dates set forth below.
LANDLORD: TENANT:
RMV HOLDINGS, L.P., a Delaware limited
partnership
By: RMV Investors, LLC, a Delaware
limited liability company, its general
partner
By: Heitman Capital Management
LLC, an Iowa limited liability
company, its Investment
Manager
By:
Name: Paul D. Rezents
Its: Senior Vice President
Date of Execution:
THE CITY OF SANTA CLARA,
a chartered municipal corporation
By:
Name:
Its: City Manager
Date of Execution:
APPROVED AS TO FORM:
Santa Clara City Attorney's Office
By:
Name:
Date of Execution: