CONTRACT 3494B Amendment3494,E
SECOND AMENDMENT TO TRANSMISSION DEVICE AREA LEASE
2 This SECOND AMENDMENT TO TRANSMISSION DEVICE AREA LEASE
3 ("Second Amendment") is entered into on July , 2010 ("Execution Date"), but made
4 effective as of June 30, 2010 ("Effective Date"), by and between PACIFIC CORPORATE
5 TOWERS LLC, a Delaware limited liability company ("Landlord"), and the CITY OF
6 EL SEGUNDO, a general law city and municipal corporation existing under the laws of
7 California ("Tenant").
8
RECITALS
9 A. Pursuant to that certain Transmission Device Area Lease, dated as of June 13,
10 2000, entered into by and between Landlord and Tenant, as amended by that certain First
11 Amendment to Transmission Device Area Lease dated as of August 24, 2005 (collectively,
12 "Lease"), Landlord currently leases to Tenant, and Tenant currently leases from Landlord, the
13 Rooftop Space and a portion of the Transmission Room (both as defined in Article 1 of the
14 Lease) located in and upon the building whose address is 222 N. Sepulveda Blvd., El Segundo,
15 California (such Rooftop Space and the portion of the Transmission Room leased by Tenant
16 under the Lease are collectively referred to in the Lease as the "Premises").
17 B. The term of the Lease expired on June 30, 2010. Tenant and Landlord desire to
18 amend the Lease to, among other things, (i) memorialize the expansion of the Rooftop Space to
19 accommodate another transmission tower and (ii) extend the term of the Lease, effective as of
20 July 1, 2010, subject to the terms and conditions of the Lease, as amended by this Second
21 Amendment.
22 C. Capitalized terms used in this Second Amendment shall have the meaning
23 ascribed to such terms in the Lease, unless otherwise defined in this Second Amendment.
24 NOW, THEREFORE, in consideration of the foregoing recitals and other consideration,
25 the sufficiency of which is hereby acknowledged, the parties hereto amend, modify and
26 supplement the Lease as follows:
27 1. Expansion of Rooftop Space. Landlord and Tenant acknowledge that Tenant has
28 recently installed another antenna on the roof of the Building, thereby expanding the size of the
29 Rooftop Space. Accordingly, Exhibit A attached to the Lease is hereby deleted and replaced by
30 Exhibit A attached hereto, it being agreed and understood that the attached Exhibit A depicts the
31 approximate location of the Rooftop Space, as so expanded.
32 2. Extension of Term. Notwithstanding anything to the contrary contained in the
33 Lease, Landlord and Tenant hereby extend the term of the Lease for an additional period of five
34 (5) years commencing on July 1, 2010 ("Second Extended Term Commencement Date") and
35 expiring, unless sooner terminated, on June 30, 2015 ("Second Extended Term"). Tenant shall
36 have no right to extend the Second Extended Term.
37 3. Condition of Premises. Tenant acknowledges that Tenant is currently in
38 possession and occupancy of the Premises and hereby agrees that the Premises shall be taken in
39 "as -is" condition, "with all faults" and "without any representations or warranties". Tenant
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40 hereby agrees and warrants that it is familiar with the condition of the Premises and the
41 suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any
42 objection to, cause of action based upon, or claim that its obligations hereunder should be
43 reduced or limited because of, the condition of the Premises or the Project or the suitability of the
44 same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any
45 employee of Landlord has made any representations or warranty with respect to the Premises or
46 the Project or with respect to the suitability of either for the conduct of Tenant's business.
47 Tenant further agrees and acknowledges that Landlord has no obligation to alter or improve the
48 Premises for Tenant's use or benefit (and/or incur any cost or expense in connection therewith).
49 4. Basic Rent. Commencing with the Second Extended Term Commencement Date,
50 Tenant shall pay Basic Rent for the Premises as follows:
Second Extended Annualized Monthly
Term Month Basic Rent Installments
1-60 $15,000.00 $1,250.00
51 Basic Rent shall be paid by Tenant during the Second Extended Term at the same time
52 and in the same manner as set forth in Article 3.1 of the Lease.
53 5. Notices. Section 23.7 of the Lease (Notices) is hereby amended to provide that
54 Landlord's notice address is as follows:
55
Pacific Corporate Towers LLC
56
200 N. Sepulveda Blvd., Suite 650
57
El Segundo, California 90245
58
Phone No: (310) 615-0122
59
Fax No.: (310) 322-8194
60 With copy to:
61 Asset Manager: Pacific Corporate Towers
62 B1ackRock Realty Advisors, Inc.
63 4400 MacArthur Boulevard, Suite 700
64 Newport Beach, California 92660
65 6. ERISA Certificate. Concurrently with the execution and delivery of this Second
66 Amendment, Tenant shall execute and deliver to Landlord an ERISA Certificate in the form
67 attached hereto as Exhibit B.
68 7. Brokers. Each party represents and warrants to the other party that it has not had
69 dealings in any manner with any real estate broker, finder or other person with respect to the
70 Extended Tenn and the negotiation and execution of this Second Amendment. Tenant shall
71 indemnify, defend and hold harmless Landlord from all damage, loss, liability and expense
72 (including attorneys' fees and related costs) arising out of or resulting from any claims for
73 commissions or fees that may or have been asserted against Landlord by any broker, finder or
74 other person with whom Tenant has or purportedly has dealt with in connection with the
75 Extended Term and the negotiation and execution of this Second Amendment. Landlord and
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76 Tenant agree that Landlord shall not be obligated to pay any broker leasing commissions,
77 consulting fees, finder fees or any other fees or commissions arising out of or relating to an
78 extension of the Second Extended Term or to any expansion or relocation of the Premises at any
79 time.
80 8. Authori . Concurrently with the execution and delivery of this Second
81 Amendment, Tenant shall provide Landlord with written evidence satisfactory to Landlord that
82 the individuals executing this Second Amendment on behalf of Tenant are authorized to execute
83 this Second Amendment and bind Tenant.
84 9. Effect of Amendment. Except as modified herein, the terms and provisions of the
85 Lease shall remain unmodified and continue in full force and effect. In the event of any conflict
86 between the terms and provisions of this Second Amendment and the terms and provisions of the
87 Lease, the terms and provisions of this Second Amendment shall prevail.
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88 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
89 of the date first set forth above.
a
LANDLORD:
PACIFIC CORPORATE TOWERS LLC,
a Delaware limited liability company
By: B1ackRock Realty Advisors, Inc.,
its manager
Director
TENANT:
CITY OF DO
By:
Name: ck WayUV
Title: City gar
By:
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EXHIBIT B
ERISA CERTIFICATE
3494,6-.":
96 THIS ERISA CERTIFICATE is made as of July _, 2010, by CITY OF
97 EL SEGUNDO, a general law city and municipal corporation existing under the laws of
98 California ("Lessee"), in favor of PACIFIC CORPORATE TOWERS LLC, a Delaware limited
99 liability company ("Lessor") and the GENERAL MOTORS HOURLY -RATE EMPLOYEES
100 PENSION PLAN, the GENERAL MOTORS RETIREMENT PROGRAM FOR SALARIED
101 EMPLOYEES, the EMPLOYEES RETIREMENT PLAN FOR GMAC MORTGAGE GROUP,
102 the SATURN INDIVIDUAL RETIREMENT PLAN FOR REPRESENTED TEAM MEMBERS,
103 the SATURN PERSONAL CHOICES RETIREMENT PLAN FOR NON -REPRESENTED
104 TEAM MEMBERS, the DELPHI HOURLY -RATE EMPLOYEES PENSION PLAN, and the
105 DELPHI RETIREMENT PROGRAM FOR SALARIED EMPLOYEES, their respective
106 shareholders/interestholders, c/o BlackRock Realty Advisors, Inc., 400 Howard Street, San
107 Francisco, California 94105.
108
WITNESSETH:
109 WHEREAS, Lessor and Lessee anticipate entering into Second Amendment to
110 Transmission Device Area Lease ("Amendment"), pursuant to which Lessor and Lessee shall
111 amend the Transmission Device Area Lease which affects certain space located in and upon the
112 Building, known as and located at 222 North Sepulveda Boulevard, El Segundo, California
113 90245.
114 WHEREAS, Lessor is in need of certain information regarding Lessee so that it may
115 proceed with the Amendment.
116 NOW, THEREFORE, Lessee hereby certifies, represents, warrants and covenants to
117 Lessor that as of the date hereof:
118 Ret�resentation 1. 1M, e of Lessee check applicable boxes
119 ❑ Lessee is not an "employee benefit plan" ("Plan") as defined in Section 3(3) of
120 the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is
121 subject to Title 1 of ERISA.
122 ❑ Lessee is not a "governmental plan" within the meaning of Section 3(32) of
123 ERISA.
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126 One or more of the following circumstances also is true:
127 ❑ Equity interests in Lessee are publicly offered securities within the meaning of 29
128 C.F.R. Section 2510.3-101 (b)(2);
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129 ❑ Less than 25 percent of all equity interests in Lessee are held by "benefit plan
130 investors," which are defined as: (i) any employee benefit plan, whether or not subject to Title 1
131 of ERISA; (ii) any plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986,n
132 as amended; and (iii) any entity whose underlying assets include plan assets by reason of a plan's
133 investment in the entity; or
134 ❑ Lessee is a corporation that qualifies as an "operating company," a "venture
135 capital operating company," or a "real estate operating company" within the meaning of 29
136 C.F.R. Section 2510.3-101(c), (d) and (e) (each, an "Operating Company").
137 Representation 3. Lessee's relation to Lessor and Lessor's
138 Shareholders/Interestholddrs check a licable boxes.
139 ❑ Lessee is not a party in interest as defined in Section 3(14) of ERISA with respect
140 to Lessor or its shareholders or interestholders, the General Motors Hourly -Rate Employees
141 Pension Plan, the General Motors Retirement Program for Salaried Employees, the Employees
142 Retirement Plan for GMAC Mortgage Group, the Saturn Individual Retirement Plan for
143 Represented Team Members, the Saturn Personal Choices Retirement Plan for Non -Represented
144 Team Members, the Delphi Hourly -Rate Employees Pension Plan, and the Delphi Retirement
145 Program for Salaried Employees, because Lessee is not:
146 ❑ a fiduciary (including, but not limited to, any administrator, officer, trustee or
147 custodian), counsel, or employee of Lessor or its shareholders or interestholders ("Fiduciary");
148 ❑ a person providing services to Lessor or its shareholders or interestholders
149 ("Service Provider');
150 ❑ an employer any of whose employees are provided employment benefits by
151 Lessor or its shareholders or interestholders ("Employee,);
152 ❑ an employee organization any of whose members are provided employment
153 benefits coverage by Lessor or its shareholders or interestholders ("Employee Organization");
154 ❑ an owner, direct or indirect, of 50 percent or more of (i) the combined voting
155 power of all classes of stock entitled to vote or the total value of shares of all classes of stock of a
156 corporation, (ii) the capital interest or the profits interest of a partnership, or (iii) the beneficial
157 interest of a trust or unincorporated enterprise, which is an Employer or 'an Employee
158 Organization ("Owner");
159 ❑ a spouse, ancestor, lineal descendant, or spouse of a lineal descendant of a
160 Fiduciary, Service Provider, Employer, or an Owner;
161 ❑ a corporation, partnership, or trust or estate of which (or in which) 50 percent or
162 more of (i) the combined voting power of all classes of stock entitled to vote or the total value of
163 shares of all classes of stock of such corporation, (ii) the capital interest or profits interest of such
164 partnership, or (iii) the beneficial interest of such trust or estate is owned directly or indirectly, or
165 held by a Fiduciary, Service Provider, Employer, Employee Organization, or Owner
166 ("Corporate Owner");
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167 ❑ an employee, officer, director (or an individual having powers or responsibilities
168 similar to those of officers or directors), or a 10 percent or more shareholder directly or
169 indirectly, of a Service Provider, Employer, Employee Organization, Owner, or a Corporate
170 Owner; or
171 ❑ a 10 percent or more (directly or indirectly in capital or profits) partner or joint
172 venturer of a Service Provider, Employer, Employee Organization, Owner, or a Corporate
173 Owner.
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175 Lessee shall indemnify Lessor and defend and hold Lessor harmless from and against all
176 loss, cost, damage and expense (including, without limitation, attorneys' fees and costs incurred
177 in the investigation, defense and settlement of claims and losses incurred in correcting any
178 prohibited transaction, and in obtaining any individual prohibited transaction exemption under
179 ERISA that may be required, in Lessor's sole discretion) that Lessor may incur, directly or
180 indirectly, as a result of the Lessee's representation contained in this certificate.
181 Representation 5. Survival
182 Lessee represents that the certifications, representations, warranties and covenants
183 contained herein shall remain true and correct throughout the term of the Lease Agreement.
184
TENANT:
ATTE T: ^
Name:
Title: Citv Clerk
By:
Name:
Title:
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CITY ATTORNEY
[Aggistant City Attorney