BETWEEN THE CITY OF LOS ANGELES FOR THE DEPARTMENT OF AIRPORTS AND DENNY S INC.

Transcription

1 FRST AMENDMENT TO LEASE AGREEMENT No. LAA-8758 BETWEEN THE CTY OF LOS ANGELES FOR THE DEPARTMENT OF ARPORTS AND DENNY S NC. AT 5535 WEST CENTURY BOULEVARD, LOS ANGELES, CA AT LOS ANGELES NTERNATONAL ARPORT THS FRST AMENDMENT TO Lease Agreement LAA-8758 (Lease Agreement LAA-8758 s also referred heren as the Lease ) s entered nto ths day of, 208, at Los Angeles, Calforna, by and between the CTY OF LOS ANGELES, a muncpal corporaton, (heren after referred to as Cty ), actng by order of and through the Board of Arport Commssoners (herenafter referred to as Board ) of the Department of Arports, also known as Los Angeles World Arports ( herenafter referred to as Department or LAWA ), and Denny s nc. (herenafter referred to as Denny s, Lessee, and/or Party/Partes ). RECTALS WHEREAS, Cty and Denny s prevously entered nto the Lease on January 28, 203 wth a fve-year term commencng on May, 203. The Lease s currently scheduled to expre on Aprl 30,208. WHEREAS, Denny s has asked Cty for an extenson of the Lease, and Cty s wllng to enter nto an agreement to extend the Lease on the terms and condtons set forth n ths Frst Amendment. WHEREAS, LAW A ntends to develop and construct varous projects assocated wth ts Landsde Access Modernzaton Program ( LAMP or Project ) that may mpact and/or requre portons of Denny s Demsed Premses (as defned n the Lease). WHEREAS, Denny s expressly acknowledges that LAWA s Project may mpact and/or requre all or portons of Denny s Demsed Premses and/or reconfguraton of Denny s Demsed Premses, and that n exchange for the valuable consderaton provded by the extenson of the Lease granted n ths Frst Amendment, the suffcency of whch s admtted by Denny s, Denny s agrees that any mpact caused by LAWA or ts Project to Denny s Demsed Premses or ts busness operatons shall not be clamed by Denny s as an element of compensaton or damages under emnent doman or nverse condemnaton legal theores, and that Denny s wll further not make any clams under federal or state relocaton laws or Artcle 2 Sectons 7.2. and/or 9. of the Lease. /// WHEREAS, Denny s acknowledges and accepts that matters regardng shared hotel parkng, relocaton of trash bns and trash servcng locaton, and the nterrupton of ngress and Denny s nc. Frst Amend to Lease 4/2/8/NAK/Leases # v4 Page

2 egress access to Avaton Boulevard due to the demolton of the adjacent hotel shall not be subject to the 60 day notfcaton requrement pursuant to the amended Artcle, Secton., heren below. NOW, THEREFORE, for and n consderaton of the covenants and condtons herenafter contaned to be kept and performed by the respectve partes hereto, T S MUTUALLY AGREED as follows: AMENDMENTS Artcle, Secton L, Descrpton, s hereby deleted n ts entrety, and a Secton. new Artcle, Secton., Descrpton, s hereby substtuted n leu thereof wth the followng: Secton. Descrpton. The subject property s located at 5535 West Century Boulevard, at Los Angeles nternatonal Arport, (herenafter referred to as LAX ) and ncludes () approxmately 5,89 square feet of land, and () approxmately 7,347 square feet of buldng space ( Demsed Premses. ) The Demsed Premses s generally delneated or depcted n the drawng on Arport Engneers Drawng No. MLE No , under Parcel 2 and Parcel 3, attached hereto as Exhbt A [Premses], and also dentfed on Exhbt B [Payments], both of whch are attached hereto and ncorporated by reference heren. The Demsed Premses are subject to modfcaton at Cty s sole and absolute dscreton, subject to a sxty (60) day wrtten notce of such modfcaton provded to Lessee, should any porton thereof be requred or requre reconfguraton for LAMP. Should the Demsed Premses be modfed by Cty, revsed Exhbts A and B wll be provded by Cty to reflect such modfcatons, and such revsed Exhbts A and B shall become part of the Lease. Artcle, Secton 2, Term of Lease, s hereby amended n the followng Secton 2. respects, only. Secton 2. s hereby modfed and Secton 2.. s added as follows: ;2. Ths Lease shall commence on May,203, ( Commencement Date ), and shall termnate sx (6) years thereafter on Aprl 30, 209, unless earler termnated pursuant to the terms provded n ths Lease, provded that ether party may termnate the Lease wth Sxty (60) days wrtten notce to the other party. 2.. So long as no Default Event (as defned under Artcle 2, Secton 20.) has occurred and s contnung and ongong beyond all applcable cure perods, Lessee shall have two (2) successve optons ( Extenson Opton ) to extend the Term of ths Lease for an addtonal one () year for a combned two addtonal years ( Opton Term ). The Extenson Opton shall be exercsable by Lessee s delvery to Cty of an rremovable wrtten notce exercsng such Extenson Opton no earler than nne (9) months and no later than sx (6) months pror to the expraton of the Lease under ts current term or any extended term. Durng the Opton Term, the terms and condtons of ths Lease shall contnue n effect except as to terms and condtons of ths Lease whch me expressly or by Denny s nc Frst Amend to Lease 4/2/8/ NAK/Leases # v4 Page 2

3 ther operaton applcable only durng the orgnal Term of ths Lease. The exercse of the Extenson Opton shall not requre an amendment to ths Lease and shall not requre the pror approval or later ratfcaton by the Board or the Los Angeles Cty Councl. Lessee shall have no further rght or opton to extend the Term of ths Lease. For purposes of ths Lease, unless otherwse provded heren, the phrase, term of the Lease and/or Term shall nclude any exercsed porton of the Opton Term f the Extenson Opton s exercsed n accordance wth ths provson. Secton 3. Artcle, Secton 4, Payments to Cty, s hereby amended n the followng respects, only. Secton 4.. s hereby modfed as follows; 4.. The Monthly Rent shall be as set forth below, n 4..2, and as adjusted pursuant to the terms of ths Lease. Lessee acknowledges that the Executve Drector s authorzed to replace the provson 4..2, to reflect rental adjustments, fees and/or other charges establshed perodcally by the Board that shall be generally applcable to smlarly stuated lessees at Arport and that Lessee accepts responsblty for payments based on such modfcatons. Lessee shall be responsble for payment of any and all amounts due to Cty by sublessees of ths Lease, f any, unless the Executve Drector specfcally waves such responsblty. Should the Demsed Premses be modfed by Cty as permtted under Artcle, Secton., a revsed Exhbt B [Payments] wll be provded by Cty to reflect a modfcaton of the payments due as Monthly Rent. Secton 4. Artcle, s hereby amended to add a new Secton 8, Waver and Release of any Rght by Lessee to Relocaton Benefts or Compensaton Under Emnent Doman Law. Secton 8 and 8. are hereby added as follows: Secton 8. Waver and Release of any Rght by Lessee to Relocaton Benefts or Compensaton Under Emnent Doman Law. 8. Lessee, for tself and for ts agents, successors and assgns, freely and voluntarly agrees to fully wave, release, acqut and dscharge Cty from all clams that Lessee, ts agents, successors and assgns has or may have aganst Cty arsng out of or related to Cty s termnaton of the Lease, subject to Secton 2., and/or acquston of all or portons of Lessee s Demsed Premses and/or reconfguraton of Lessee s Demsed Premses, pursuant to Secton.. The scope of Lessee s waver and release ncludes, but s not lmted to, clams for: () any mprovements, ncludng mprovements pertanng to the realty, furnture, fxture, and equpment; () loss of busness goodwll; () lost ncome (past or future); (v) severance damages, f any; (v) economc or consequental damages; (v) professonal consultant fees and attorneys fees and costs; (v) pre condemnaton damages; (v) and all other costs, and any and all compensable nterests, and/or damages, and/or clams, of any knd and nature, clamed or to be clamed, suffered or to be suffered, by Lessee, ts agents, successors and assgns. Lessee further understands and agrees that nothng contaned n the Lease shall create any rght n Lessee for relocaton assstance or payment from Cty upon the expraton of the Term of the Lease or upon ts earler termnaton n whole or n part, subject to Secton 2., upon reconfguraton of the Demsed Premses, pursuant to Secton., or upon the termnaton of any holdover tenancy pursuant to Secton 2.2. Lessee Denny s nc. Frst Amend to Lease 4/2/8/NAK/Leases # v4 Page 3

4 acknowledges and agrees that t shall not be enttled to any relocaton assstance or payment pursuant to state or federal law ncludng, but not lmted to, the provsons of Ttle, Dvson 7, Chapter 6, of the Government Code of the State of Calforna (sectons 7260 et seq.), or the federal Unform Relocaton Act, wth respect to any relocaton of ts busness or actvtes n whole or n part upon the expraton of the term of the Lease, or upon ts earler termnaton or upon the termnaton of any holdover tenancy pursuant to Secton 2.2, or upon reconfguraton of the Demsed Premses. Secton 5. Artcle, Secton.2, Shared Parkng, and Exhbt A-l are hereby deleted n ther entrety. Exhbts A and B are deleted n ther entrety, and n leu thereof, Attachment Secton 6., Exhbt A and Exhbt B shall be nserted. Except as amended or modfed by ths Frst Amendment, Lease Agreement Secton 7. LAA-8758 s hereby ratfed and confrmed and all other terms of Lease Agreement LAA-8758 shall reman n full force and effect, unaltered and unchanged by ths Frst Amendment. f there s any conflct between the provsons of ths Frst Amendment and the provsons of Lease Agreement LAA-8758, the provsons of ths Frst Amendment shall preval. Whether or not specfcally amended by ths Frst Amendment, all terms and provsons of Lease Agreement LAA8758 are amended to the extent necessary to gve effect to the purpose and ntent of ths Frst Amendment. Secton 8. No Thrd Party Benefcares. No provsons of Lease Agreement LAA or ths Frst Amendment may be amended or added to except by a wrtten agreement sgned by the Partes or ther respectve successors-n-nterest. Ths Frst Amendment s not ntended to confer upon any person other than the Partes, any rghts or remedes hereunder. Secton 9. Governng Law; nterpretaton. Ths Frst Amendment shall be governed by, and construed n accordance wth, the laws of the State of Calforna. Lease Agreement LAA8758 and ths Frst Amendment are subject to the provsons of the Los Angeles Admnstratve Code. Each Party represents and warrants that ths Frst Amendment has been negotated and drafted at arms-length by equally sophstcated partes, and any ambguty cannot be attrbuted to ether Party hereto. f any provson of ths Frst Amendment, or the applcaton thereof to any persons or crcumstances, shall be nvald or unenforceable, the remander of ths Frst Amendment shall not be affected thereby, and each provson of ths Frst Amendment shall be vald and shall be enforceable to the fullest extent permtted by law. Secton 0. Counterparts. Ths Frst Amendment may be executed n any number of counterparts, each of whch shall be deemed an orgnal, but all of whch when taken together shall consttute one and the same nstrument. The sgnature page of any counterpart may be detached there from wthout mparng the legal effect of the sgnature(s) thereon provded such sgnature page s attached to any other counterpart dentcal thereto except havng addtonal sgnature pages executed by other partes to ths Frst Amendment attached thereto. Denny s nc. Frst Amend to Lease 4/2/8/ NAK/Leases # v4 Page 4

5 Secton. ncorporaton of Rectals. Cty and Denny s each acknowledge the truth and accuracy of the Rectals set forth above, whch by ths reference are ncorporated nto ths Frst Amendment to Lease. [Sgnatures on the followng page.] Denny s nc. Frst Amend to Lease 4/2/8/NAK/Leases # v4 Page 5

6 N WTNESS WHEREOF, Cty has caused ths Frst Amendment to be executed on ts behalf by the Chef Executve Offcer (also referred to as Executve Drector) and Lessee has caused the same to be executed by ts duly authorzed offcers, all as of the day and year frst heren above wrtten. APPROVED AS TO FORM: Mchael N7 Feuer, Cty Attorney Date:! By: J3 A,Ss LL eputy/as stp^ty\^ttom y CTY OF LOS ANGELES By. Chef Executve Offcer Department of Arports ATTEST: Denny s nc. By ^fewrferernafh By. J. Scott Assstant-General Counsel & ^AsTtstanFSecretay-- t+k't5 '-CoKpCcH&e. Assstant General Counsel & Secretary [SEAL] Denny s nc. Frst Amend to Lease 4/2/8/ NAK/Leases # v4 Page 6

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9 Denny s nc West Century Boulevard, Los Angeles, CA Los Angeles nternatonal Arport RENTAL PAYMENTS AND OTHER FEES (Frst Amendment to Lease LAA-8758) RENT MONTHLY (Mnmum Annual Guarantee) ANNUAL Rent (Mnmum Annual Guarantee) $ 24,46.67 $ 293, STE RENTAL $ 24,46.67 $ 293, Lessee Shall pay the greater of the Mnmum Annual Guarantee or sx and three quarter percent (6.75%) of gross recepts as defned n the Lease. FATHFUL PERFORMANCE GUARANTEE (FPG)* Three tmes (3X) the hghest monthly rent durng the term f the Lease $73,250.0 *ALL RENT, FEES, FPG AND OTHER CHARGES, AS SET FORTH N THS EXHBT B, ARE SUBJECT TO ADJUSTMENT TO THE TERMS OF SECTON 5 OF LEASE LAA-8758, AS AMENDED. EXHBT B