HomeMy WebLinkAbout06. Apprv 1st Amd to Sublease Agrmt w-PPCP IRG Downey, LLC and IRG Downey, LLCIMMON
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UreUre MIZ-1 i'1111 111111711 Tii'C�711� III III i'll
FROM: OFFICE OF THE CITY MANAGER
BY: JOHN OSKOUI, P.E., ASSISTANT CITY MANAGER
FII, 11 1 01
It is recommended that the City Council approve the first Amendment to the Sublease
Agreement between the City of Downey (Subtenant) and PCCP IRG DOWNEY, LLC and IRG
DOWNEY, LLC (together, Sublandlord) and authorize the City Manager to execute the
Amendment.
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The City's Measure S Infrastructure and Facilities Improvement Program includes the City's fire
stations major overhaul and modernization. In consideration of the need for continuity of Fire
Department's operations, it was determined that the construction phase should be completed in
two phases. The first phase which has been completed included work on Fire Stations 1 and 3.
The second phase entails work on Fire Stations 2 and 4.
As part of the Fire Stations Modernization and Expansion Projects, relocation of the entire
operation to a temporary facility became necessary.
The City's designated site for the temporary facility was a portion of the vacant lot just east of
the Downey Promenade along Bellflower Boulevard. In order to secure the aforementioned
property, the City needed to enter into a Sublease Agreement with PCCP IRG DOWNEY, LLC
and IRG DOWNEY, LLC (Attachment A). The Agreement went into effect on April 1, 2019, and
remained in effect until June 30, 2020. Monthly rent for the approximately 1.5 acres site was set
at $4,166.67 per month ($50,000 per annum) with no price escalation clause.
The temporary facility which has been placed on the subject property needs to remain in place
until end of April of 2021, to continue accommodating Fire Stations No. 2 and No. 4 personnel
who have already been relocated. It is anticipated that reconstruction of Fire Stations No. 2 and
No. 4 will start in September 2020 and be completed by the end of March beginning of April
2021. The term of the Agreement was from April 1, 2019 to June 30, 2020. As such, the term
of the Sublease Agreement between the City of Downey and PCCP IRG Downey, LLC and IRG
Downey, LLC needs to be extended. The attached First Amendment to the subject Agreement
extends the term to April 30, 2021 (Attachment B).
APPROVE FIRST AMENDMENT TO THE SUBLEASE AGREEMENT BETWEEN THE CITY
DOWNEY AND PPCP IRG DOWNEY, LLC AND IRG DOWNEY, LLC
AUGUST 11, 2020
PAGE 2
FISCAL IMPACT
The City's Measure S Infrastructure and Facilities Improvement Program includes funding for
the Fire Stations Modernization and Expansion Project which would pay for the cost of renting
the subject property associated with the Temporary Fire Station.
ATTACHMENTS
Attachment A: Sublease Agreement
Attachment B: Amendment to the Subleas-A.- -
!11 11 � I 111�0
THIS SUBLEASE AGREEMENT (this "Agreement" or this "Subleaseis entereffi
into as of the 23rd day of April, 2019 ("Effective Date"), by and between HOLDIN
IVOWNEY, LLC, a Delaware limited liability company and IRG DOWNEY, LLC, a Californl
limited liability company (together, "Sublandlord") and THE CITY OF DOWNEY, a municip
corporation of the State of California ("Subtenant"), i
WITNESSETH:
ACTIVE 11121394v6
agrees and acknowledges that Sublandlord shall have no responsibility or liability whatsoever
for, and in no event shall (i) the failure or refusal of the City of Downey to grant its approval of
the Access Point or to the Utility Rights or (ii) the failure or refusal of Southern California
Electric to cooperate and coordinate with Subtenant in connection with the location of electrical
service constitute an actual or constructive eviction of Subtenant hereunder or entitle Subtenant
to terminate this Agreement or to any abatement of Rent hereunder.
2. Use. The Subleased Premises shall be used by Subtenant for purposes of
constructing, maintaining and operating a temporary fire substation (the "Permitted Use") and
for no other use or purpose. Subtenant shall not use the Subleased Premises in any manner
which would result in a violation of the Primary Lease. Further, this Agreement, Subtenant's
use of the Subleased Premises and Subtenant's rights and obligations hereunder are subject to
any and all zoning regulations, encumbrances, easements, covenants, conditions, restrictions and
other matters affecting the Subleased Premises and/or the Property, any other document or
instrument of record binding the Subteased Premises or any owner or occupant thereof, as all of
the foregoing, now and hereinafter existing, may be amended from time to time (each being an
"Title Matter"). If requested by Sublandlord, Subtenant agrees to reasonably cooperate in
signing and acknowledging any reasonable documentation subordinating its interest in this
Agreement to any Title Matter. Subtenant shall, obtain prior to the Commencement Date and
shall thereafter at all times during the Term (as defined in Section 3 below), maintain in effect
any permits, approvals and certificates of occupancy required for Subtenant's use of the
Subleased Premises, including for the Access Point depicted on [-I'xhibit B-1, for the Permitted
Use (collectively, the "Approvals").
3. Term. The term of this Agreement ("Term") shall commence on the later
occur of (a) April 1, 2019 and is the date an ornal executed and acknowledged writt
consent of Overlandlord to this Agreement in the form attached hereto as Exhibit C (
t
"Consent") is delivered to Sublandlord (the "Commencement Date") and shall expire at 12
midnight on June 30, 2020, unless earlier terminated in accordance with this Agreement
otherwise ("Termination Date"). Simultaneously with the execution and delivery of th'
Sublease by Subtenant, Subtenant shall also execute and deliver to Sublandlord an origin -
Consent and an original New Occupant Release in the form attached hereto as Exhibit D.
4. PossessioriF
Possession of the Subleased Premises shall be deemed to have been tendered all
accepted on the date on which Sublandlord tenders physical possession of the Subleas
Premises to Subtenant.
I
A. Commencing on the Commencement Date and during the Term, Subtenant
hereby agrees to pay to Sublandlord base rent ("Base Rent") in the amount of $50,000.00 per
am ($4,166.67 per month).
B. If any tax, excise or other imposition is levied or assessed by any taxi
authority on account of Subtenant's Interest in this Agreement, the Rent, Subtenant's inventor]
ACTIVE 11 121394v6
to Or-) goal 101011 rAl 01 W1 ON I I WARE
C. As used herein, (i) "Additional Rent" shall mean all sums and charges
(exclusive of Base Rent) that Subtenant is required to pay Sublandlord under this Agreement,
iLnd (ii) "Rent" shall mean all Base Rent and Additional Rent.
D. Subtenant shall pay the Rent due hereunder on or before the first day of
each month during the Term of this Agreement, without offset or deduction and without notice or
iemand, in lawful money of the United States. Rent payments shall be made directly to the
Sublandlord at: Holdings Downey, LLC, I I I 11 Santa Monica Boulevard, Suite 800, Los
Angeles, California 90025, Attention: Accounting, or to such other place as the Sublandlord
may from time to time designate. If the Term begin or ends on a day other than the first day or
last day of a month, as applicable, Rent will be prorated on a per them basis. Subtenant shall pay
to Sublandlord the first full month's Base Rent due hereunder simultaneously with Subtenant's
execution and delivery of this Agreement to Sublandlord.
6, RQvrcsontations. Sublandlord hereby warrants and represents that (a) as of the
Effective Date, the Primary Lease is presently in full force and effect and has not been amended
or modified except as expressly set forth in this Agreement; and (b) 1"Ahibit A attached hereto is
a true, correct and complete copy of the Primary Lease and all amendments thereto.
7. Pririary [,ease.
A. This Agreement and all the rights of the Subtenant hereunder are subject
and subordinate (i) to the Primary Lease which is incorporated herein as though set forth herein
in its entirety, except as to any provisions that are not incorporated into this Agreement as
described in this Section below, and (ii) to any and all instruments and agreements to which the
Primary Lease is subject. To the extent applicable to the Subleased Premises, Subtenant shall
pay, perform, observe and comply with all of the terms, covenants, and conditions of the
Prim�zta
P Lease to be i.taid-w�s;` ',i d observed and cop3jlied with except as maj5 be otherwise
provided for in this Agreement, and, except to the extent that the same are inapplicable to,
inconsistent with, or modified by the terms of this Agreement), and all of the terms,
covenants and conditions of the Primary Lease are hereby incorporated herein by reference with
the same force and effect as if herein set forth in full, except that wherever the terms
"Landlord"Tenant"Ground Lease Property"Expiration Date" and "this Lease", are
used in the Primary Lease, the same shall be deemed to refer to Sublandlord, Subtenant, the
Subleased Premises, the Termination Date and this Agreement, respectively, therein. Subtenant
further agrees to assume the obligation for performance of all Sublandlord's obligations under
the Primary Lease to the extent that these obligations are applicable to the Subleased Premises.
Except as provided herein, any rights granted to Sublandlord (as lessee or tenant under the
Primary Lease) are hereby granted to Subtenant. In all provisions requiring the approval or
consent of Sublandlord, Subtenant first shall be required to obtain the approval or consent of
Sublandlord and then to obtain like approval or consent of Overlandlord. In all provisions of the
Primary Lease requiring the approval or consent of Overlandlord, Subtenant shall be required to
obtain the approval or consent of Overlandlord as required by the Primary Lease. Sublandlord
agrees, at no cost to Sublandlord, to reasonably cooperate with Subtenant in obtaining the
AC FIVE f I f21394v6
0 9 a a
conditions of this Agreement, the default provisions contained herein shall control as to
Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the
Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any
default, failure or delay on the part of the Overlandlord in the performance of any obligations
under the Primary Lease, nor shall such default of the Overlandlord affect this Agreement or
waive or defer the performance of any of Subtenant's obligations hereunder; provided,
nevertheless, that in the event of any such default or failure of performance by Overlandlord,
Sublandlord agrees, upon notice from Subtenant, to make demand upon Overlandlord to perform
its obligations under the Primary Lease,
C. All services and utilities to the Subleased Premises shall be arranged to
ftu-nished thereto by Subtenant at Subtenant's sole cost and expense and same shall be direct
metered to the Subleased Premises for Subtenant's account. All such services amnd util'
installations shall be subject to approval by Sublandlord.
D, The failure of Subtenant to observe and perform the covenants and
obligations of the Primary Lease shall be a default hereunder.
ACTWE 11 121394v6
E. Provided Subtenant is not in default, Sublandlord agrees not to do or caum-9
to be done or suffer or permit any act to be done which would or might cause the Primary Leas
or the rights of Sublandlord, as lessee or tenant, under the Primary Lease, to be endangere
cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to
in default thereunder.
F. Whenever the provisions of the Primary Lease require the consent of
Overlandlord, those provisions shall be construed to require the consent of both Overlandlord
a.nd Sublandlord.
G. Subtenant agrees that Sublandlord shall, in its sole discretion, be permitted
to amend or modify the Primary Lease provided that no such amendment shall increase
Subtenant's obligations or decrease Sublandlord's responsibilities under this Agreement.
8. Condition of the Subleased Premises.
A. By taking possession of the Subleased Premises, Subtenant is deemed to
have (i) inspected the Subleased Premises, (ii) accepted the Subleased Premises "AS -IS" with no
representations or warranties by or on behalf of Sublandlord as to the condition or suitability of
the Subleased Premises for Subtenant's use thereof, and (iii) agreed that Sublandlord has no
obligation to perform any work in the Subleased Premises. All movable goods, inventory,
furniture, trade fixtures, equipment, signs and other movable personal property belonging to
Subtenant which are installed or stored in the Subleased Premises by Subtenant ("Subtenant's
Property") shall be and remain Subtenant's Property.
B. All movable goods, inventory, furniture, trade fixtures, equipment, signs
and other movable personal property belonging to Sublandlord which are installed or Stored in
the Subleased Premises by Sublandlord and all improvements made to the Subleased Premises
existing in the Subleased Premises as of the Effective Date ("Sublandlord's Property") shall
be and remain Sublandlord's Property, shall not be removed by Subtenant, and shall, upon the
Termination Date, remain a part of the Subleased Premises and the property of Sublandlord.
C. Subject to the last sentence of this Section S.C, on or prior to the
expiration of the Term or upon any earlier termination of this Agreement, Subtenant shall (i)
return the Subleased Premises to its original condition as of the Date of Entry, including without
limitation, by removing any buildings, pavement, structures, improvements or alterations
constructed or installed on the Subleased Premises by or for Subtenant (collectively,
"Improvements") and (ii) quit and surrender the Subleased Premises to Sublandlord. In addition
to the foregoing, the removal and restoration obligations of Subtenant hereunder shall include,
without limitation, the removal from the Subleased Premises of Subtenant's Property, and the
repair of any and all damages caused by the removal of the Improvements and/or Subtenant's
Property. Any Improvements or Subtenant's Property not removed shall be deemed abandoned,
but Subtenant shall remain liable for the cost of removal and disposal thereof Notwithstanding
anything contained herein to the contrary, Sublandlord shall have the right to elect, by written
notice to Subtenant given no later than thirty (30) days prior to the expiration of the Term. at in
the event of any early termination of this Sublease, as of the date of such early termination, to
require that Subtenarit leave on or at the Subleased Premises any or all Improvements
Constructed Or 111stalled on (lie Subleased Premises by or f'Or Subtenant, prtwidt:d that Ior
IlUrPOSCS Of this Section S.C. any, portable storZIOO Ulliis ind portahk: btlildill"N S11,111 not be
deetned to be Improvements that Landlord may require Teriant to leave on or at the Subleased
Premises.
D. Without [imitation of the ternis and provisions contained in the Primal
Lease, including without limitation in Sections 6,04, 6.05 and 6.06 thereol�. Subtenant, at its so
cost, shall be responsible for all maintenance, repair and replacetnent or the Subleased Premis
and any and A i rnprove tile nLS and/or sauctures located on the Subleased Premises.
furtherance of the Rnegoing and not in limitation thereof, Subtenant shall keep and maintain
Subleased Premises, including any equipment and improvements installed therein neat, cle
free of debris and uash, and in good order and repair. Sublandlord reserves the right, upon w
less than 24 hours' prior written notice to Subtenant (except in tin ernergency when no S,-u
notice shall be required) to enter upon the Subleased Premises aL all reasonable hours ti)r 0
purpose 4 inspecting the same, or Cor making einer-ency repairs. The exercise by Sublandlo
oi'any of its rights hereir, shall not be deemed an eviclion or disturbance of Subtenant's use
possession ofthe Subleased Premises. It is the intention of Sublandlord and Subtenant that t:
terms of this Agreement govern the respectivc obligations of Sublandlord and Subtenant as
inaintenancQ and repair of the Subicased Premises, and they expressly waive the benerit of a
statute now or hereafter in effect to the extent it is inconsistent with the temis of th
Agreement. It is specifically understood and agreed that, Sublandlord has no obligation and h
made no promises to alter, remodel, improve, repair ', decorate or paint the Subleased Premllw.s
any part (hereof, and that no representations respecting the condition of the Subleased Premis,
have been made by Sublandlord to Subtenant.
9. Entry. Subteriant shall permit Sublandlord to have access to the Subleas]
Premises, upon not less than 24 hours' is written notice (except in an emergency when
such notice shall be required), at any time during the Term hereor I`or the purpose of inspecti
the same and, to the extent Subteriant fails to perforin such obligations after expiration of aT
applicable notice and cure period, for the purpose of perforining Sublandlord obligations und
the Primary Lease.
10. )\cccss. Subtenant*S Use and enjoyment of the Subleased Premises will include
access thereto twenty-four (24) hours a (lay, seven (7) days a week, swb ' ject, however, to (a) the
terms of the Primary Lease, and (b) such access being affected by reason of any federal, state,
county and local governmental and municipal laws (including common laws), statutes,
ordinances, rules, regulations, codes, decrees, orders and other SUch requirements, and applicable
judgments, decrees, irkjUncLjons, orders or like action of any court, arbitrator or other
administrative or judicial organization or agmicy od' competent jurisdiction (coflectivvly,
"Laws"), as a result of any cause beyond the reasonabic control of'Overlandlord or Subtandford,
or in the event of any casualty, condernnation, event of force majeure or unless such access is
temporarily affccted as a result of repairs or construction it t1w Property resulting from an
cincrgency situation. Notwithstanding any other security measures that May be in effect or
required at the SublQascd Pren,.ises, Subtenant, at Its sole cost, shall be ivspoasiblc for
maint.aining the Subleased Premises in a safe and secure condition.
11. Alterations.
ACTIVE 11121394v6
(a) Except as expressly provided in this Section 11, Subtenant shall not make
or cause to be made, either prior to or during the Term hereof, any alterations, installations,
changes, replacements, additions or improvements (collectively, "'Alterations") in or to the
Subleased Premises without the Arior written consent of Sublandlord onsent shall not be
unreasonably withheld, conditioned or delayed) and of Overlandlord pursuant to the Primary
Lease. The cost of any Alteration in the Subleased Premises shall be borne entirely by
Subtenant.
(b) Subject to the terms of the Primary Lease, any and all applicable Laws and
Title Matters, and any required approvals (including Sublandtord's approval of plans therefor as
provided below) (i) Subtenant shall, at Subtenant's sole cost and expense, be allowed to
construct a temporary fire substation and (ii) Subtenant shall, at its sole cost, install and maintain
on, under, or within the Subleased Premises during the Tenn any lighting, drainage and safety
as may be required by the City of Downey, and/or as may be desired by Subtenant.
(c) During the course of all Alterations to the Subleased Premises, Subtenant
shall post and keep posted (until completion of the same), in a conspicuous place upon the
Subleased Premises, and shall personally serve upon all contractors and subcontractors
of California, stating that Sublandlord's and Overlandlord's interests in the Subleased Premises
shall not be subject to any lien for said work.
(d) (i) Prior to the commencement of any Alteration at the Subleased Premises
and prior to the submission of any plans therefor to the City of Downey or any other
governmental agency or authority, Subtenant shall first submit to Sublandlord for its approval
and, to the extent required, the approval of Overlandlord, dimensioned coordinated plans and
specifications, including, to the extent applicable, layout, architectural, mechanical, electrical,
plumbing and structural drawings for each proposed Alteration. Sublandlord shall be given, in
writing, a good description of all other Alterations.
(ii) All Alterations in and to the Subleased Premises shall be
performed in a good and workmanlike manner. Prior to the commencement of any such
Alterations, Subtenant shall, at its sole cost and expense, obtain and exhibit to
Sublandlord any governmental permit required in connection with such Alterations.
Subtenant shall reimbuxse Sublandlord for Subtandlord's actual costs incurred with
respect to reviewing Subtenant's plans for such Alterations and for any other actual costs
incurred by Sublandlord in connection with Subtenant's construction of such Alterations.
Such fee shall be paid by Tenant as Additional Rent hereunder within ten (10) days
following receipt of an invoice therefor.
(iii) All Alterations shall be done in compliance with all other
applicable provisions of this Sublease, the Primary Lease and with all applicable Laws,
ordinances, directions, rules and regulations of governinental authorities having
jurisdiction, including, without limitation, the Americans with Disabilities Act of 1990,
as amended, and similar present or future taws, and regulations issued pursuant thereto.
ACTIVE 11 121394v6
(iv) All work shall be performed with union labor having the proper
jurisdictional qualifications.
(v) Subtenant shall keep the Subleased Premises and the Property frec
and clear of all liens for any work or material claimed to have been furnished to
�ubtenant or to the Subleased Premises.
(vi) Prior to the commencement of any work by or for Subtenant -
Subtenant shall fumish to Sublandlord certificates evidencing the existence of the
following insurance:
(A) Workmen's compensation insurance covering all persons
employed for such work and with respect to whom death or bodily injury claims could be
asserted against Sublandlord, Subtenant •i the Subleased Premises.
(B) Broad form general liability insurance written on an
occurrence basis naming Subtenant as an insuxed and naming Sublandlord and its
designees as additional insureds, with limits of not less than $2,000,000 combined single
limit for personal injury in any one occurrence, and with limits of not less than
$100,000.00 for property damage (the foregoing limits may be revised from time to time
by Sublandlord to such higher limits as Sublandlord from time to time reasonably
requires). Subtenant, at its sole cost and expense, shall cause all such insurance to be
maintained at all times when the work to be performed for or by Subtenant is in progress.
All such insurance shall be obtained from a company authorized to do business in
California and shall provide that it cannot be canceled without thirty (30) days prior
written notice to Sublandlord. All polices, or certificates therefor, issued by the insurer
and bearing notations evidencing the payment of premiums, shall be delivered to
Sublandlord.
(vii) The review and/or approval by Sublandlord, its agents, consultants
and/or contractors, of any Alteration or of plans and specifications therefor and the
coordination of such Alteration work with the Property are solely for the benefit of
Sublandlord and neither Sublandlord nor any of its agents, consultants or contractors
shall have any duty toward Subtenant; nor shall Sublandlord or any of its agents.,
consultants and/or contractors be deemed to have made any representation or warranty to
• or have any liability, with respect to the safety, adequacy, correctness,
efficiency or compliance with laws • any plans and specifications, Alterations or any
other matter relating •;
(viii) Promptly following the substantial completion of any Alterations,
Subtenant shall submit to Sublandlord: (a) one (1) sepia and one (1) electronic copy
(using a current version of Autocad or such other similar software as is then commonly in
use) of final, "as -built" plans for the Subleased Premises showing all such Alterations and
demonstrating that such Alterations were performed substantially in accordance with
Ftlans and specifications first approved by Sublandlord and (b) an itemization of
Subtenant's total construction costs, detailed by contractor, subcontractors, vendors and
materialmen; bills, receipts, lien waivers and releases from all contractors,
ACTIVE 11121394v6
subcontractors, vendors and materialmen; architects' and Subtenant's certification of
completion, payment and acceptance, and all governmental approvals and confirmations
of completion for such Alterations.
12. Insurance. Subtenant shall carry and maintain, at Subtenant's sole cost and
expense, all policies of insurance required of Sublandlord under the Primary Lease, and shall
name Sublandlord and Overlandlord as additional insureds on all such policies.
13. Transfers '. Subtenant shall not convey, mortgage, hypothecate, encumber, assign,
sublease or otherwise transfer the Subleased Premises or its interest hereunder or sublease all or
any part of the Subleased Premises. Subtenant shall not permit the use or occupancy of the
Subleased Premises by any person or entity other than Subtenant, its employees and invitees.
14. 1 foldover. In addition to the payment of the holdover amounts provided in the
Primary Lease, Subtenant shall be liable to Sublandlord for all damages, including, without
limitation, consequential damages, that Sublandlord suffers from Subtenant's holdover
(including, but not limited to, damages payable by Sublandlord to Overlandlord or to another
tenant or other party by reason of Subtenant's holdover). If Subtenant holds over, Subtenant
shall indemnify, defend and hold the Sublandlord harmless from and against all Claims (as
defined in Section 16 below) sustained or incurred by Sublandlord on account of or resulting
from such holdover.
15. Coudernpatioll. If (i) the Primary Lease terminates as the result of any
Condemnation (as defined in the Primary Lease) or (ii) all of the Subleased Premises is taken,
then this Agreement shall terminate and Subtenant shall have no claim against Sublandlord, Or
otherwise, for the value of any unexpired portion of the Term of this Sublease, nor shall
Subtenant be entitled to any part of the condemnation award or private purchase price. If the
Primary Lease is not terminated as the result of any Condemnation and less than all of the
I rewises. is condemned. then this Agreement shall not terminate. but Rent shall abate
M Tor
condemning authority the amount necessary, if any, to compensate Tenant for its actual costs for
the leasehold improvements made to the Subleased Premises by Subtenant. Sublandlord and
Subtenant each hereby waive the provisions of California Code of Civil Procedure Section
1265.130 and any other applicable existing or future legal requirement providing for, or allowing
either party to petition the courts for a termination of this Agreement upon a partial or temporary
Condemnation or taking.
16. lodctniiiv,...
To the fullest extent permitted by law, Subtenant hereby agrees to defend, indemnify and
hold Sublandlord and its affiliates and their respective consultants, real estate managers,
representatives, trustees, members, principals, beneficiaries, partners, officersl directors, agents,
employees and any mortgagee(s) (Sublandlord and the aforementioned parties collectively
referred to he -rein as the "Sublandlord Parties") harmless from and against any and all claims,
losses, charges, liabilities, obligations, penalties, fines, causes of action, actions, suits,
ACTIVE 11121394v6
proceedings, liens, judgments, encumbrances, demands, damages, debts, assessments, costs ar is
expenses, including but not limited to reasonable attorneys' fees, costs of investigation ar
enforcement, court costs, defense costs and the reasonable fees of other third party professiona
(collectively, "Claims") which may be imposed upoD, incurred by, or asserted agaijist any of a.
Sublandlord Parties to the extent arising, directly or indircetty, out of or in connection with tf
use or occupancy or maintenance of the Subleased Premises bgp, throu�%l or under Subtenant a
(without limiting the generality of the foregoing) any of the following occurring during tt
Term: (i) any work or thing done �n, on or about the Subleased Premises or any part thereof b
Subtenant its affiliates, and their respective trustees, members, principals, berieficiarie,
partners, officers, directors, shareholders, assignees, agents, contractors, employees or invilet
(Subtenant and the aforementioned parties collectively referred to herein as the "Subtenai
Parties"); (ii) any use, non-use, possession, occupation, condition, operation, maintenance (
management of the Subleased Premises or anWiart ther I- / 11 * 1. 1 aW act or omission of amp of A
Subtenant Parties; (iv) any bodily injury to persons or injury to, or damage or destruciion t(
tangible property occurring in, on or about the Subleased Premises caused or alleged to b
caused by the acts, errors or omission and/or fault of Subtenant, anyone directly or indirectl
employed or retained by Subtenant, or anyone for whose acts Subtenant may be liable by reaso
of such acts being authorized by Subtenant; and (v) any failure on the part of Subtenant t
perform or comply with any of the covenants, agreements, terms or conditions contained in th
Agreement with which Subtenant, on its part, must comply or perform.
Subtenant hereby agrees to defend, indemnify and hold Overlandlord harmle
from and against any and all Claims which may be imposed upon, incurred by, or assert a
against Overlandlord and arising, directly or indirectly, out of or in connection with the use
occupancy or maintenance of the Subleased Premises by, through or under Subtenant, a
(without limiting the generality of the foregoing) any of the following occurring during
Term: (i) any work or thing done in, on or about the Subleased Premises or any part thereof
Subtenatit Parties; (ii) any use, non-use, possession, occupation, condition, opeTatio
maintenance or management of the Subleased Premises or any part thereof, (iii) any act
omission of any of the Subtenant Parties; (iv) any injury or damage to any person or prope
occurring in, on or about the Subleased Premises or any part thereof caused by the acts, errors
omissions and/or fault of Subtenant, anyone directly or indirectly employed or retained
Subtenant; and (v) any failure on the part of Subtenant to perform or comply with any of t
covenants, agreements, terms or conditions contained in this Agreement with which Subten
on its part, must comply or perform.
A. In the event of a default by Subtenant under this Agreement (includi
without limitation the provisions of the Primary Lease incorporated herein), Subtenant agre
that the remedies of Sublandlord with respect to Subtenant's default shall be the same as those
Overlandlord with respect to a default by Sublandlord as tenant under the Primary Lease. I
B. In the event of a default by Subtenant under this Agreement, in addition tt
any and all remedies set forth herein (which remedies include all remedies set forth in the
Primary Lease as incorporated herein), Sublandlord shall have all remedies available at law or in
equity, and any and all remedies shall be cumulative and nonexclusive.
ACTIVE 11121394v6
18. Notices. All demands, requests, approvals, consents or notices ("notices") of any
kind which Sublandlord or Subtenant may require to be served upon the other, shall be in writing
and shall be sent by registered or certified mail with return receipt requested, or sent by
overnight courier service (such as Federal Express), addressed as follows:
Holdings Downey, LLC
I I 111 Santa Monica Boulevard, Suite 801,
Los Angeles, California 90025
Attention: John Mase
City Hall
City of Downey
I 1111 Brookshire Avenue
Downey, CA 90241
Attn: City Manager
The place to which said notice shall be sent may be changed by written notice given as
hereinafter provided. Any notice under this Agreement delivered by registered or certified mail
notice is either received or refused. Any notice from Sublandlord may be given by Sublandlord
or Sublandlord's attorneys.
19. Broker. Subtenant covenants, represents and warrants that Subtenant has had no
dealings or negotiations with any broker or agent in connection with the consummation of this
Sublease. Subtenant covenants and agrees to defend, hold harmless and indemnify Sublandlord
from and against any and all cost, expense (including reasonable attorneys' fees) or liability for
any compensation, commissions or charges claimed by any broker or agent with respect to this
Sublease or the negotiation thereof.
20. Waiver. One or more waivers of any covenant or condition by either party shall
not be construed as a waiver of a subsequent breach of the same or any other covenant or
condition, and the consent or approval by Sublandlord to or of any act by Subtenant requiring
Sublandlord's consent or approval shall not be construed to waive or render unnecessary
Sublandlord's consent or approval to or of any subsequent similar act by Subtenant.
21. - 13inding, FiTect. Aniendment.. This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors and permitted assigns, and may
not be altered, amended, terminated or modified except by written instrument executed by each
of the parties hereto.
ACTIVE 11121394v6
22. Goveming 1-my. This Agreement shall be governed by the Laws of the State of
California.
23. !�C-cordinj. This Agreement shall not be recorde,11
24. Sevarability of Provisions. If any term or provision of this Agreement or any
application thereof shall be invalid or unenforceable, the remainder of this Agreement and any
other application of such term or provision shall not be affected thereby. All words used shall be
understood and construed of such gender or number as circumstances may require.
25, Continaenc,�. This Agreement shall be effective upon (1) obtaining the written
consent of Overlandlord to this Agreement, in the form attached hereto as ["xhibit, C, and (ii) the
execution and delivery by Subtenant to Sublandlord of the New Occupant Release in the form
attached hereto as Exhibit D.
26, Sub -landlord's ExculPatio-11. It is expressly understood and agreed by Subtenant
that each and �Fl of —the-- —repr—esentations, warranties, covenants, undertakings and agreements
made on the part of the Subtandlord to Subtenant have not been made with the intention of
binding Sublandlord personally, but rather for the purpose only of subjecting Sublandlord's
interest in the Primary Lease and the Subleased Premises to the terms of this Agreement and for
no other purpose. Such exculpation of liability shall be absolute and without exceptions
whatsoever.
27. Entire Agr�jerneni. This Agreement supersedes any prior agreement
embodies the entire agreement between Subtenant and Sublandlord relative to its subject matter
28. Due Authorization. If Subtenarit is a corporation or a partnership, the person(
executing this Agreement on behalf of Subtenant hereby covenant and warrant that: Subteriant
a duly formed corporation or a duly created partnership (as the case may be) in good standin
qualified to do business in the state in which the Subleased Premises is located; such personws d
duly authorized by such corporation or partnership to execute and deliver this Agreement
behalf of such corporation or partnership; and this Agreement constitutes a valid and bindi
agreement of Subtenant in accordance with the terms hereof.
29. Countcrpqrj,�. This Agreement may be executed in counterparts with the s
effect as if both parties hereto had executed the same document, provided that all parties
furnished a copy thereof reflecting the signature of all parties. All counterparts shaflll
construed together and shall constitute a single agreement.
30, Sigyuige. All of Subtenant's signage, if any, shall be subject to Sublandlord
r!,rior written approval and to Overlandlord's approval under the Primary Lease, if and to
extent such approval may be required therefor. Subtenant shall remove any such signage at
prior to the expiration or earlier termination of the Term and shall repair any damage to t
Subleased Premises caused by such removal at Subtenant's sole cost.
31. No D'scriniination. Subtenant covenants by and for itself, its successors
-cssigns, and all persons claiming under or through Subtenant, that this Agreement is made art
�cceptcd upon and subject to the following conditions: That there shall be no discriminatioLe
ACTIVE 11 121394v6
against or segregation of any person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring,
use, occupancy, tenure, or enjoyment of the Subleased Premises, nor shall Subtenant itself, or
any person claiming under or through Subtenant, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use,
or occupancy, of tenants, lessees, sub -lessees, or sub -tenants in the Subleased Premises. With
bleased Premises- such contract
shall include the following: "There shall be no discrimination against or segregation of any
of
or national origin in the sale, tease, sublease, transfer, use, occupancy, tenure, or enjoyment of
the Subleased Premises, nor shall the transferee or contractor or any party to the contract itself,
or any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use, or
occupancy, of tenants, lessees, subtenants, sublessees or vendees of the Subleased Premises."
32. Declaration. The subleasehold interest in the Subleased Premises conveyed by
this Sublease is subject to that certain Declaration of Covenants, Conditions and Environmental
Restrictions dated October 14, 2003, and recorded on November 21, 2003 in the official Records
of the County of Los Angeles as Document No. 03 3518855 (the "Declaration7), which
Declaration imposes certain covenants, conditions and environmental restrictions on the use of
the real property described herein. The execution of this Agreement by Subtenant constitutes
acceptance (and an agreement to be bound to) by Subtenant, its successors and assigns, of the
"Protective Covenants" contained in the Declaration.
ACTWE 11 12f 394v6
IN WITNESS WHEREOF, the parties have hereunto affixed their hands and seals on
the Effective Date,
MFIT���
HOLDINGS DOWNEY, LLC, a Delaware
limited liability company
By:
Name:
Title:
liability company
020RUMEM
By: S.L. Properties, Inc.
ACTIVE 111213944
�r: �� . _ 9
corporation of the State of California
0
mmmz�! M. �
ACTV'E 11'2?394VC,
I
POINT OF SECANING N,E, COk LOT 2--
S W52'14"# 646,5
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SCALE: I't-- 100'
ACTIVE 11-121394v6
PONT OF BECANNING N.E. CORL LOT 2
S W52'14* 44
N -GRA Y F? 91
E*LY LINE LOT 2
W52'23' E 613-20'
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TRUE POINT OF BEGINNINC"
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SCALE: 1*=100'
ACTIVE 11 121394v6
S 00'4" 17" E
N OOM4'1 7' W j
75.00' 75,111-0
S 8T52'23" W 280-DO
E'LY LINE S.W. 1/4. SECT. 10
I -W4 21 "
(UNSEN,r AND RECOGNITION AGREEiVIEN'l'
THIS AGREEMENT ("Agreement"), made as of this day of 2019
("Effective Date"), by and between the CITY OF DOWNEY, a municipal corporation of the
State of California ("Prime Landlord"), HOLDINGS DOWNEY, LLC, a Delaware limited
liability company and IRG DOWNEY, LLC, a California limited liability company (together,
"Sublandlord") and the CITY OF DOWNEY, a municipal corporation of the State of California
("Subtenant").
WITNESSETH
%VI[1`J,',EAS, Prime Landlord, as lessor, �uid Sublandford (as successor in interest
Industrial Realty, Group, LLas lessee, entered into that certain ground lease dated as
December 4, 2003, as amended by that certain Amendment to Agreements in Ground Lea
rest 'is
i Lea
dated as of March 15, 2012, and by that certain Second Amendment to Agreements in GTrot
Lease dated as of September 13, 2017 (the ground lease, together with all %witten modifi]catiot
he 1i
thereto, is referred to herein as the "Prime Lease"), for certain rea) property located in the 0
r ib
or Downey, County of Los AngeICS, State Of alifOrnil, More particularly aescribed on Exhib
A attached hereto and by this reference made a part hereof (the "Property"), and
WHERFAS, by a Sublease Agreement dated as of -1-1 20 19, by and
• Sublaudlord (as SUblessor) and Subtenant (as subicssee) (the "Sublease")a true and
complete copy of which is attached hereto as f,"Xhibit B, Subtenwit has, upon the terms and
conditions set forth thcrein, subleased from Subtandlord a portion of the Property as more
particularly described in the Sublease as the "Subleased Premises".
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree and covenant as follows:
I . Prime Landlord represents and warrants that the Prime Lease is in full
force and effect and has not been amended, modified, extended or renewed, whether
verbally or in writing, except as set forth above. To Prime Landlord's knowledge, no
default on the part of Prime Landlord or Sublandlord exists which would give Prime
Landlord the right to declare Sublandlord in default under the Prime Lease.
2. Provided that Subtenant is not in default under the Sublease beyond the
expiration of any applicable notice and cure periods, Prime Landlord agrees that, in the
event •': the expiration •r earlier termination for any reason of the Prime Lease or
Sublandlord's right to possession of the Subleased Premises thereunder: (a) the Sublease
shall continue in full force and effect as a direct lease between Prime Landlord and
Subtenant upon all of the (enu.s. covenants and provisions contained in the Sublease and
(b) Subt.,niant shall attorn to flic 1rime Landlord as its new kmdlord under the Sublease,
ACTIVE 11121394v6
for the balance of the term of the Sublease upon the terms, provisions, conditions and
agreements therein set forth. Nothing herein shall • construed to waive or affect any of
the covenants or provisions of the Prime Lease.
3. Prime Landlord hereby consents to the Sublease and to all of the terms,
conditions and provisions thereof. Prime Landlord and Sublandlord each acknowledge
and agree that Subtenant's permitted use of the Subleased Premises as provided in the
Sublease does not and will not violate any terms or conditions of the Prime Lease. Prime
Landlord and Sublandlord each hereby agree that, notwithstanding anything contained in
the Prime Lease or the Sublease, the use of the Subleased Premises by Subtenant during
the term of the Sublease, including without limitation, the construction by, or for,
Sublandlord or Subtenant of any improvements on the Subleased Premises, shall not be
deemed to be a conversion of the Subleased Premises, or any part of the Ground Lease
Property (as defined in the Prime Lease) to "any other use permitted by the Specific Plan,
as may be amended" (as such phrase is used in Section 3.02 of the Prime Lease) and in
no event shall the Subleased Premises be deemed to be "Converted Property" (as such
term defined in the Prime Lease). Accordingly, Prime Landlord hereby agrees that in no
event shall the annual Base Rent under the Prime Lease be increased under the terms of
the Prime Lease, including without limitation under Section 3.02 thereof, as a result of
Sublandlord entering into the Sublease with Subtenant, the construction of any
improvements on or at the Subleased Premises under the Sublease, any provision, term or
condition of the Sublease, or the use or occupancy of the Subleased Premises as provided
in the Sublease.
4. Prime Landlord and Sublandlord acknowledge and agree that, except as
specified in Paragraph 3, nothing in this Agreement increases Prime Landlord's
obligations or decreases Sublandlord's responsibilities under the Prime Lease.
5. All notices given hereunder shall be in writing and sent by registered or
certified United States Mail, postage prepaid, or by nationally recognized overnight
courier (such as FedEx), charges paid by sender, to the addresses set forth below, or to
such other addresses as the parties may designate by notice given in accordance with the
terms of this Agreement. Notices shall be deemed given upon receipt or attempted
delivery where delivery is not accepted.
City Hall
City of Downey
44444-WwwkA,ir�-&-c�
Downey, CA 90241
Attn: City Manager
Holdings Downey, LLC
I I I I I Santa Monica Boulevard, Suite VW
ACT VE 11 f 21394v6
EXHIBIT B-1
PLAN SHOWING ACCESS POINT AND WATER AND SEWE R TIE-IN LOCATIONS
400"ITHIN431"
Attention: John Mase
City Hall
City of Downey
11111 Brookshire Aven
Downey, CA 90241
Attn: City Manager
6. The foregoing provisions shall be self -operative and effective without th,
execution of any further instruments on the part of any party hereto; provided, howevei
that at such time as the Prime Lease may terminate or Prime Landlord may otherwis,
succeed to Sublandlord's interest under the Sublease, Subtenant agrees to execute an(
deliver to Prime Landlord such other instrument(s) as may from time to time reasonabl,
be requested to confirm the same, and Prime Landlord agrees to do likewise.
7. This Agreement may not be modified other than by an agreement ij
writing signed by the parties hereto or by their respective successors in interest.
8. This Agreement shall inure to the benefit of and be binding upon th
parties hereto and their respective legal representatives, successors and assigns.
9. If either party institutes a suit against the other for a declaration of right
hereunder, or if either party intervenes in any suit in which the other is a party, to enf6rc
or protect its interest or rights hereunder, the party to this Agreement who prevails in an
in connection therewith.
10. This Agreement, together with the Prime Lease and the Sublease, expre�
the entire understanding between Prime Landlord and Subtenant with respect to th
matters set forth herein and therein and none of the parties hereto shall be bound wit
respect to such matters by any of the terms, covenants, or agreements not herein C
therein contained.
11. This Agreement shall be governed by and construed in accordance wit
the laws of the State of California.
12. This Agreement may be executed in counterparts with the same effect as
all parties hereto had executed the same document, provided that all parties are furnish
a copy thereof reflecting the signature of all parties. All counterparts shall be constru
l
together and shall constitute a single Agreement.
13. Each party warrants and represents to the other parties that the executi
and delivery of this Agreement has been duly authorized by all necessary corpor
action on the part of the representing party; and that the person who signs this Agreemem
on behalf of such party is duty authorized to do so.
ACTIVE 11 121394v6
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
IVITNESSES: PRIME LANDLORD:
CITY OF DOWNEY,
Print Name:
By:_
Print Name: Print Name:
Title.
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
�Vi wor,"I 91 WORM
COUNTY OF )SS'
On 2019, before ine,
TIMMM���
personally appeared 1, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
and that by his/her/their signature(s) on the instrtunent the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
M
Signature of Notary [Notary Seal]
Print Name:
CITY OF DOWNEY,
o i iuniciial comoratio•
n of the State of
By
Print Name:
Title: —
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
aceuracy, or validity of that document.
COUN'FY OF )S&
E
On 2019, before me,
(Insert Narne and Title of Officer; e.g. Jane Doe, Not Public)
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
w"r-I-Np his/her/their signatuTe�fa�, on the instrument the persoff or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
M
Signature of Not [Notary Sea[]
ACTIVE 11121394v6
WITNESSES: SUBLANDLORD:
WHO jW70M tr#M Mir
limited liability company
By:
not Name:
Title:
Print Name:
Print
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF )ss.
I
On 2019, before one,
(Insert Name and Title or ofricer.- e.g. Jane Doe, Notary Public)
1�,ersonally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
e/she/theii executed the same in his/her/their authorized ca3a "t
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERTURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seat.
Signature of Notary [Notary Seal]
ENIMAKEENERNM
WITNESSES: IRG DOW'NEY, LLC, a California
limited liability company
Print Name:'- By: S.L. Properties, Inc.
By::,
Print Name:
Print Name:
Title:
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
COUNTY OF _ )SS.
E
On 2019, before aie.
(insert Name and Title of Officer, e.g. Jane Doe. Notary Public)
personally appeared who proved to me on the basis of satisfactI
evidence to be the person(i) whose name(s) is/are subscribed to the within instnuument
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Signature of Notary
allftpy� �*,
ACTIVE 11121394v6
1 j>
m
ACTIVE 11939394V6
10-141113-M
THIS RELEASE ("Release") is made as of this — day of 20 b%
THE CITY OF DOWNEY ; . . ks, 4.2
1 hilhiiiii6om,
".1frAlwout flair-14LINK,
A. Pursuant mtlu certain Sublease Agreement dated as of I 21 0 t 9
and botweeo
n HOLDNGS DOVVNEY, LLC, a Delaware limited liability c—ni'piany a
IRG DOWNEY, LLC, a California limited liability company (together, "Sublandlord-
and New Occupant, New Occupant has agreed to acquire from Sublandlord certain righ
to use and occupy those certain premises more particularly described on Exhibit
attached hereto attached hereto (the "Premises").
B The Premises are located within that certain real property leased by Sublandlord which
located �N,ithin that certain land containing approximately one hundred sixty (160) acr
located in the City of Downey, California and generally bounded by Lakewo
Boulevard, Stewart and Gray Road, Bellflower Boulevard, Imperial Highway and C1
Avenue as more particularly described in Exhibit"21- attached hereto (the "NASA Site")
I
C. The NASA Site, including the Premises, is subject to those certain Covenants, Conditions
& Environmental Restrictions recorded as Document No. 03-3518855 in the Official
Records, County of Los Angeles, California ("CC&Rs").
D. Pursuant tote CC&R's, Sublandlord is required to cause New Occupant to execute and
deliver this Release to the City.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, New Occupant hereby agrees as follows:
I Release. New Occupant hereby irrevocably and unconditionally waives, releases and
forever discharges the City, its City Council members, and its and their employees,
affiliated entities, successors -in -interest and any other persons or entity associated with
the City (collectively, the "City Parties") from any and all present and future claims,
demands, suits, legal and administrative proceedings and from all liability and obligations
for damages, losses, costs, liabilities, fees and expenses, including, without limitation,
attorney's fees and court costs present and future, in any manner arising out of or in any
way related to any physical, title or other defect or condition in, of, or related to the
Premises or the NASA Site, any Hazardous Materials, in, on under or about the Premises
or the NASA Site (or the improvements contained thereon), or the existence of any
Hazardous Materials contamination in any state in, on, under, about or adjacent to the
Premises or the NASA Site (or any of the improvements contained thereon) as of the
"Effective Dateas such term is defined in the CC&Rs. New Occupant acknowledges
that it is aware of and familiar with the provisions of Section 1542 of the California Civil
ACTIVE 11 121394v6
1-4-1jk #1#h'S-fN*T M-101t OR SUSPECT To
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOI.."
As such relates to this Section 1, New Occupant hereby waives and relinquishes all rights and
benefits which it may have under Section 1542 of the Califorma Civil Code.
fl. Cooi)eratioili. New Occupant further acknowledges and agrees to cooperate with City in
the execution of any additional documents needed to effectuate the provisions of this
Release.
Authority, Each person executing this Release on behalf of New Occupant hereby
represents and warrants to and for the benefit of the City that each signatory to this
Release is duty authorized to execute and deliver this Release to the City on behalf of
New Occup,nt.
IN WITNESS WHEREOF, New Occupant has caused this Release to be executed by its
duly authorized officer as of the date first written above.
THE CITY OF DOWNEY,
By:
Name:
, -
Its:
Its:
ACTIVE 17 t21394v6
I
ACTIVE f I 12f 394v6
Exhibit "2"
The NASA Site
tal, o6c,
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04W. CA. V7W
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pmms
COSIM PARMS
1108fWX
U21211M
PAO= 3
PAMM 4
14,Vv& 413MAY
ffr*yjffl��
This First Amendment to Sublease Agreement ("First Amendment") is entered into as of
July 29, 2020, but effective as of July 1, 2020 ("Effective Date") by and between HOLDINGS
DOWNEY, LLC, a Delaware limited liability company and IRG DOWNEY, LLC, a California
limited liability company (together, "Sublandlord") and THE CITY OF DOWNEY, a municipal
corporation of the State of California ("Subtenant").
WHEREAS, the City of Downey, a municipal corporation of the State of California
("Overlandlord"), as landlord, and Sublandlord as tenant are parties to that certain Ground Lease
dated December 4, 2003, as amended by that certain Amendment to Agreements in Ground Lease,
dated as of March 15, 2012, and that certain Second Amendment to Agreements in Ground Lease,
dated as of September 13, 2017 (collectively, the "Primary Lease"), pursuant to which Overlandlovi,
111 IF e es- State
kiol i'll Oil
li �Kp ar, W'. 110-two
Np =13=,1115 � Suvicase ), wilurcuy Sum NU OUDLURMIL, Mild 3UOILCIRUR SUOICUSC
from Sublandlord, a portion of the Property containing approximately 1.5 acres, as more particularly
described on and as shown hatched on the lease plan attached as Fxhibit B to the Sublease
Agreement (the "Subleased Premises"); and
MM
WHEREAS, Sublandlord and Subtenant mutually desire to amend the Sublease in
accordance with the terms and conditions hereto.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
zcknowledged, the parties agree as follows:
I . Definitions. All capitalized terms in this First Amendment shall have the same
meaning ascribed thereto in the Sublease, unless otherwise provided herein.
2. Term. The Term for the Subleased Premises shall be extended commencing on the
Effective Date and continue through April 30, 2021.
3. Lease Status. Subtenant (i) accepts the Subleased Premises in its current 'as -is'
condition and (ii) agrees that Sublandlord is not in default or violation of any covenant, provision,
obligation, agreement or condition contained in the Sublease. Subtenant acknowledges and agrees
C k*kc,m',AppF).qt,j%.[ ,C a P NIWT� " I Netciche'lionm,� CA Id, -,k 2,6P � I Q NSS .,\, n,nldm�m �%-, -,{, ! 1 FMB � , 7 f� do,
Attachrrient B
. ' . W-MEM, I "991P 11 MP-MMOM VINWRATMV
options to extend the Tenn, and any such options previously granted to Subtenant in the Sublease are
hereby deemed expired and hereinafter, null and void.
4. Effect of First Amendment. Except as specifically amended in this First
Amendment,, all of the terms and conditions of the Sublease continue in full force and effect. In the
event of any conflict between the terms of this First Amendment and the terms of the Sublease, the
terms of this First Amendment shall prevail.
5. Counterparts and E..Iectronic Signatures. This First Amendment may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, and such
countektarts shall together constitute but one and
entitled to sign and transmit an electronic signature of this First Amendment (whether by facsimile,
PDF or other email transmission), which signature shall be binding on the party whose name is
contained therein. Any party providing an electronic signature agrees to promptly execute and
deliver to the other parties an original signed First Amendment, upon request.
6. ' Entire M-reement. This First Amendment contains the entire understanding and
agreement between the parties relating to the matters covered hereby and supersedes all prior or
contemporaneous negotiations, arrangements, agreements, understandings, representations, and
statements, whether oral or written, with respect to the matters covered hereby, all of which are
merged herein and shall be of no further force or effect.
M
1A 'KIPIESS 11HEREOF, the parties hereto have executed this First Amendment to
Sublease Agreement as of the date first written above.
A '6V�ED AS TO P -T
PPRR
BY:
M IC
ABCH &ARCIA
C I- ATTORNEY
By: HOLDINGS SPE MANAGER, LLC,
its manager
By:
Name: John A. Mase
Title: Chief Executive Officer
IRG DOWNEY, LLC,
a California limited liabilily comDanv
By:
Name: John A. Mase
Title: Chief Executive Officer
- = � W-W M -� = �
L01" 1601 U1901 I Min I I L"Kir, I UMUMM I I I K9.1 I I I rl�
01