HomeMy WebLinkAboutC-9017-2 - Second Amendment to Office LeaseSECOND AMENDMENT TO OFFICE LEASE
THIS SECOND AMENDMENT TO OFFICE LEASE ("Second Amendment") is
made and entered into as of September 26, 2023, by and between THE CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and
PEREGRINE REALTY PARTNERS, INC., a California corporation ("Tenant").
RECITALS:
A. Landlord (as successor -in -interest to AG Dove Owner, L.P., a Delaware
limited partnership as successor -in -interest to BRE/OC Property Holdings L.L.C., a
Delaware limited liability company, as successor -in -interest to Western National Life
Insurance Company, a Texas corporation) and Tenant entered into that certain Office
Lease Agreement dated as of January 24, 2013 (the "Original Lease") as amended by
that certain First Amendment to Office Lease dated as of July 5, 2018 ("First
Amendment"), whereby Landlord leases to Tenant and Tenant leases from Landlord
certain office space in that certain building located at 1201 Dove Street, Newport Beach,
California (the "Building"). The Original Lease, as amended by the First Amendment,
may be referred to herein as the "Lease."
B. By this Second Amendment, Landlord and Tenant desire to extend the
Term of the Lease, which is set to expire September 30, 2023, and to otherwise modify
the Lease as provided herein.
C. Unless otherwise defined herein, capitalized terms as used herein shall
have the same meanings as given thereto in the Original Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT:
1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease,
Landlord currently leases to Tenant and Tenant currently leases from Landlord that
certain office space in the Building containing 4,445 rentable square feet located
on the sixth (6th) floor of the Building and known as Suite 650 (the "Premises"), as
more particularly described in the Lease.
2. Extended Lease Term. The term of the Lease is hereby extended through
December 31, 2028 ("Second Extended Expiration Date"). The period from
October 1, 2023 through the Second Extended Expiration Date, shall be referred
to herein as the "Second Extended Term." Tenant shall not have any right to
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4871-0644-9003.1
Page 1
extend the Lease beyond the Second Extended Term. Section 10.5 (Extension
Option) of the First Amendment shall hereby be null and void.
3. Monthly Base Rent.
Notwithstanding anything to the contrary in the Lease, Tenant
shall pay, subject to
abatement pursuant to Section 4 below, monthly Base Rent
for the Premises during the Second Extended Term as follows:
Period
Monthly Base Rent Monthly
Base Rent Per
Rentable Square Foot
10/1/23 — 9/30/24
$13,779.50
$3.10
10/1 /24 — 9/30/25
$14,179.55
$3.19
10/1/25 — 9/30/26
$14,624.05
$3.29
10/1/26 — 9/30/27
$15,068.55
$3.39
10/1/27 — 9/30/28
$15,513.05
$3.49
10/1 /28 — 12/31 /28
$15,957.55
$3.59
4. Base Rent Abatement.
4.1. Notwithstanding anything to the contrary contained in the Lease or in this
Second Amendment, and provided that Tenant faithfully performs all of the terms and
conditions of the Lease, as amended by this Second Amendment, Landlord hereby
agrees to abate: (i) Tenant's entire obligation to pay the $13,779.50 monthly Base Rent
for the period commencing October 1, 2023 through February 29, 2024, (ii) $3,100.00 per
month of Tenant's obligation to pay monthly Base Rent for the period commencing
March 1, 2024 through September 30, 2024, and (iii) $3,190.00 per month of Tenant's
obligation to pay monthly Base Rent for the period commencing October 1, 2024 through
September 30, 2025. During such abatement periods, Tenant shall still be responsible for
the payment of all of its other monetary obligations under the Lease, as amended by this
Second Amendment including, without limitation, payment of the unabated portion of its
monthly Base Rent.
4.2. In the event of a default by Tenant under the terms of the Lease, as
amended by this Second Amendment, that results in early termination pursuant to the
provisions of Section 19 of the Original Lease, then as a part of the recovery set forth in
Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly
Base Rent that was abated under the provisions of this Section 4.
5. Base Year. Notwithstanding anything to the contrary in the Lease, during the
Second Extended Term, the Base Year for Taxes and Expenses shall be the
calendar year 2024.
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6. Condition of the Premises. Tenant hereby agrees to accept the Premises in its
"as -is" condition and Tenant hereby acknowledges that Landlord shall not be
obligated to provide or pay for any improvement work or services related to the
improvement of the Premises, except as provided in Section 7 below. Tenant also
acknowledges that Landlord has made no representation or warranty regarding
the condition of the Premises.
7. General Use Allowance. Landlord agrees to provide Tenant an allowance in an
amount up to $66,675.00 (based upon $15.00 per rentable square foot in the
Premises) ("General Use Allowance") to apply toward the payment of the costs
of Alterations to the Premises performed by Tenant in accordance with Section 9
of the Original Lease ("Improvement Costs"). Landlord shall be entitled to deduct
from the General Use Allowance a Landlord coordination fee in the amount of five
percent (5%) of the costs of any Tenant Alterations constructed pursuant to this
Section 7.
7.1. Tenant's reimbursable Improvement Costs for accessibility -related work
required under access laws (including but not limited to the Americans with Disabilities
Act and its related regulations and the California Building Code, Title 24 of the California
Code of Regulations) shall be limited to that portion of the work that is performed to or on
the Premises. Accessibility -related work that is required in the common areas of the
Property will be Landlord's obligation to perform and the General Use Allowance shall be
reduced by an amount equal to the cost of said work.
7.2. Tenant must submit requests for reimbursement of Improvement Costs on
or before February 29, 2024 ("Allowance Deadline"). Upon receipt of Tenant's timely
request, Landlord shall reimburse Tenant for reasonable Improvement Costs actually
incurred by Tenant, up to the amount of the General Use Allowance, within thirty (30)
days after Landlord's receipt of copies of all third -party contracts (including change
orders) pursuant to which such work has been performed, paid invoices and unconditional
lien waivers (if applicable) evidencing Tenant's Improvement Costs.
7.3. Tenant may request that any portion of the General Use Allowance
remaining after Tenant has been credited for reimbursable Improvement Costs be applied
as a credit against Tenant's Base Rent. Tenant shall submit its request in writing ("Rent
Credit Request") to Landlord by no later than the Allowance Deadline. If Tenant timely
and properly delivers the Rent Credit Request to Landlord, the credit against Base Rent
shall commence following the later of (a) the first day of the calendar month following the
delivery of the Rent Credit Request to Landlord or (b) March 1, 2024.
7.4. Any portion of the General Use Allowance that is not so requested for
reimbursement or rent credit by Tenant on or before the Allowance Deadline shall be
forfeited to Landlord.
8. Security Deposit. Tenant has previously deposited with Landlord $16,234.37 as a
Security Deposit under the Lease. Landlord shall continue to hold the Security
Second Amendment to Lease (Suite 650 Peregrine) Page 3
4871-0644-9003.1
Deposit in accordance with the terms and conditions of Section 5 of the Original
Lease.
9. Parking. During the period commencing October 1, 2023 through September 30,
2025, the parking charge for the parking passes that Tenant may purchase from
Landlord pursuant to Section 10.3 of the First Amendment shall be abated. In the
event of a default by Tenant under the terms of the Lease, as amended by this
Second Amendment, that results in early termination pursuant to the provisions of
Section 19 of the Original Lease, then as a part of the recovery set forth in
Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the
parking charges that were abated under the provisions of this Section 9.
10. California Certified Access Specialist Inspection. Pursuant to California Civil Code
§ 1938, Landlord hereby states that the Premises have undergone inspection by
a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52).
Tenant hereby acknowledges that it has been provided a copy of the CASp
inspection report at least 48 hours prior to the execution of this Second
Amendment and Tenant agrees that information in the report shall remain
confidential, except as necessary for Tenant to complete repairs and corrections
of violations of construction -related accessibility standards. The cost of making any
repairs necessary to correct violations of construction -related accessibility
standards indicated by the CASp report will be shared by Tenant and Landlord as
more specifically set forth in Section 7 (General Use Allowance).
11. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date
of this Second Amendment, Tenant is in full compliance with all terms, covenants
and conditions of the Lease and that there are no breaches or defaults under the
Lease by Landlord or Tenant, and that Tenant knows of no events or
circumstances which, given the passage of time, would constitute a default under
the Lease by either Landlord or Tenant.
12. Brokers. Each party represents and warrants to the other that no broker, agent or
finder negotiated or was instrumental in negotiating or consummating this Second
Amendment other than CBRE, Inc. (Matt Didier and Jessie Tichelaar) who
represented Landlord in connection with this Second 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 other person or entity who
claims or alleges that they were retained or engaged by the first party or at the
request of such party in connection with this Second Amendment.
13. Landlord's Notice Addresses. From and after the date of this Second Amendment,
notices to Landlord under the Lease (as amended) shall be sent to the following
addresses:
City of Newport Beach
Attn: City Attorney
Second Amendment to Lease (Suite 650 Peregrine) Page 4
4871-0644-9003.1
100 Civic Center Drive
Newport Beach, CA 92660
City of Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
LPC West, Inc.
Attn: Parke Miller
4041 MacArthur Boulevard, Suite 250
Newport Beach, CA 92660
14. Signing Authority. The individual(s) executing this Second Amendment on behalf
of Tenant hereby represents and warrants that Tenant is a duly formed and
existing entity qualified to do business in the State of California and that Tenant
has full right and authority to execute and deliver this Second Amendment and the
person signing on behalf of Tenant is authorized to do so.
15. Counterparts; Electronic Delivery; Electronic Signatures. This Second
Amendment may be executed in one or more counterparts, each of which shall
constitute an original and all of which shall be one and the same agreement. If a
variation or discrepancy among counterparts occurs, the copy of this Second
Amendment in Landlord's possession shall control.
16. No Further Modification. Except as set forth in this Second Amendment, all of the
terms and provisions of the Lease shall apply during the Second Extended Term
and shall remain unmodified and in full force and effect. Effective as of the date
hereof, all references to the "Lease" shall refer to the Lease as amended by this
Second Amendment.
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Second Amendment to Lease (Suite 650 Peregrine) Page 5
4871-0644-9003.1
IN WITNESS WHEREOF, this Second Amendment has been executed as of the
day and year first above written.
"LANDLORD"
ATTEST:
0
Leilani I. Brown, Citk Clerk
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
By:
Gra . Leung, City Manag
SEW
RN�P
APPROVED AS TO FORM: Q���0/
By:
ro C. H r",CiAttorney
"TENANT"
PEREGRINE REALTY PARTNERS, INC.,
a California corporation
By:
Print Name: G
o0owpar
Title:
By:
Print Name:_, _.,, 2 0
CO
Title:
This Second Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board,
the president or a vice president, and the other being the secretary, an assistant secretary, the chief
financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing
capacities, that individual must sign twice; once as one officer and again as the other officer.
Second Amendment to Lease (Suite 650 Peregrine) Page 6
4871-0644-9003.1
IN WITNESS WHEREOF, this Second Amendment has been executed as of the
day and year first above written.
"LANDLORD" THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
Grace K. Leung, City Manager
ATTEST:
93
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
By:
W;jrj—oW C. H rp„Ci Attorney
"TENANT" PEREGRINE REALTY PARTNERS, INC.,
a Cal' is corporation
By:
n�Print Name:
Titl
0
in
Title: (.,,. r' O
This Second Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board,
the president or a vice president, and the other being the secretary, an assistant secretary, the chief
financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing
capacities, that individual must sign twice; once as one officer and again as the other officer.
Second Amendment to Lease (Suite 650 Peregrine) Page 6
4371-0644-9003.1