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Exhibit
10.2
SECOND AMENDMENT TO
OFFICE LEASE
This SECOND AMENDMENT TO
OFFICE LEASE (“Second Amendment”) is made and entered
into as of November 19, 1999, by and between LASALLE/ONE
WESTWOOD LIMITED PARTNERSHIP, an Illinois limited partnership
(“Landlord”), and L’ETAT FRANCAIS, represented by
the Consulate General of France, Los Angeles, California
(“Tenant”).
RECITALS:
A. Landlord and Tenant
entered into that certain Office Space Lease (the “Office
Lease”), dated September 29, 1989, as amended by that
certain First Amendment to Lease, dated luly 28, 1994 (the
“First Amendment”), pursuant to which Landlord leased
to Tenant and Tenant leased from Landlord certain space commonly
known as Suite 300 (the “Premises”) located on the
third (3 ld
) floor of the building
located at 10990 Wilshire Boulevard, Los Angeles, California (the
“Building”). The Office Lease and the First Amendment
are collectively referred to herein as the
“Lease.”
B. The parties desire to
amend the Lease on the terms and conditions set forth in this
Second Amendment.
AGREEMENT:
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.
1. Terms . All
undefined terms when used herein shall have the same respective
meanings as are given such terms in the Lease unless expressly
provided otherwise in this Second Amendment.
2. Extended Term
. The expiration date of Tenant’s lease of the Premises
is hereby extended from May 31, 2000 to and including
May 31, 2010 (the Extended Expiration Date), and shall expire
on the Extended Expiration Date, unless the Lease, as amended by
this Second Amendment, is sooner terminated as provided in the
Lease. The term of Tenant’s lease of the Premises commencing
as of June 1, 2000 (the “Extended Term Commencement
Date”) and continuing through and including the Extended
Expiration Date is referred to herein as the “Extended
Term.”
3. Condition of
Premises . Tenant acknowledges that Tenant currently
occupies the Premises pursuant to the terms of the Lease, and that,
during the Extended Term, Tenant shall continue to accept the
Premises in their currently existing, “as is”
condition. Notwithstanding the foregoing to the contrary, Landlord
shall provide to Tenant a one-time allowance in the amount of $5.00
for each 10,485 usable square feet of the Premises (the
“Tenant Improvement Allowance”) for the purpose of
repainting and re-carpeting the Premises (the
“Improvements”), which Improvements shall be
constructed in accordance with Article XI of the Office Lease.
Landlord shall disburse the Tenant Improvement Allowance in
accordance with Landlord’s reasonable disbursement procedure.
In the event that the Tenant Improvement Allowance is not fully
utilized by Tenant as set forth herein within six months following
the Extended Term Commencement Date, such unused amount shall
revert to Landlord and Tenant shall have no further rights with
respect thereto. In no event shall Landlord be obligated to provide
or pay for any improvement work or services related to the
improvement of the Premises, except to the extent set forth
hereinabove.
4. Rent . Prior
to the Extended Term Commencement Date, Tenant shall continue to
pay Monthly Basic Rent and additional rent for the Premises in
accordance with the terms of the Lease.
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4.1 Monthly Basic
Rent . During the Extended Term, Tenant shall to pay
Monthly Basic Rent for the Premises in an amount equal to the sum
of (i) the applicable amount set forth below, and
(ii) the “Additional Monthly Basic Rent,” as that
term is defined herein below, all in accordance with the terms of
Article 4 of the Lease.
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Year of Extend
Term
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Monthly Basic Rent |
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1 through 5
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34,587.60 |
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6 through 10
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38,835.20 |
Notwithstanding anything in the Lease to
the contrary, in no event shall the Basic Rent payable by Tenant
during the Extended Term be subject to increase based upon
increases in the Index.
The “Additional Monthly Basic
Rent” shall initially mean Three Thousand Thirty-Three and
No/100 Dollars ($3,033.00). Notwithstanding the foregoing, the
Additional Monthly Basic Rent shall increase from time to time,
upon notice from Landlord to Tenant, to an amount equal to the sum
of (a) the product of (i) twenty-five (25) and
(ii) the prevailing rate charged by Landlord from time to time
for unreserved parking passes at the Project, and (b) the
product of (i) two (2) and (ii) the prevailing rate
charged by Landlord from time to time for reserved parking passes
at the Project.
4.2 Additional Rent
. During the Extended Term, Tenant shall pay Tenant’s
Building Expense Percentage of Operating Expenses in accordance
with the terms of Article 5 the Office Lease; provided, however,
that during the Extended Term, all references to Tenant’s
obligation to pay Tenant’s Building Expenses Percentage of
Operating Expenses shall be deemed to mean Tenant’s Building
Expense Percentage of Operating Expenses which are in excess of the
amount of Tenant’s Building Expense Percentage of Operating
Expenses applicable to the calendar year 2000 (the “Base
Year”). Accordingly, as of the Extended Term Commencement
Date, the first two (2) sentences of Section 5.5 of the
Lease shall be deleted and of no further force or effect.
Notwithstanding anything in the Lease, as amended hereby, to the
contrary, in no event shall the components of Operating Expenses
for any calendar year following the Base Year related to electrical
costs or real property taxes, respectively, be less than the
corresponding components of Operating Expenses attributable to the
Base Year.
5. Damage or
Destruction . Tenant hereby acknowledges and agrees that,
notwithstanding anything in the Lease to the contrary, upon notice
to Tenant, Landlord shall be permitted to terminate the Lease, as
amended hereby, in the event that damage resulting from a casualty
is not fully covered, except for deductible amounts, by
Landlord’s insurance policies.
6. Remedies .
Notwithstanding anything in the Lease to the contrary, Landlord
shall have the remedy described in California Civil Code
Section 1951.4 (lessor may continue lease in effect after
lessee’s breach and abandonment and recover rent as it
becomes due, if lessee has the right to sublet or assign, subject
only to reasonable limitations). Accordingly, if Landlord does not
elect to terminate the Lease, as amended hereby, on account of any
default by Tenant, Landlord may, from time to time, without
terminating the Lease, as amended hereby, enforce all of its rights
and remedies under the Lease, as amended hereby, including the
right to recover all rent as it becomes due.
7. Deletions .
The words “or allowed,” in the eighth (8 th ) line of the third paragraph of
Section 7.2 of the Office Lease, the twenty-seventh (27
lh
) through the
twenty-eighth (28 lh ) lines of the first paragraph of Article X of the Office
Lease, “except as hereafter provided in this Article
X,” the eighteenth (18 lh ) through the twentieth (20 11 ) lines of the second paragraph of Article X of the Lease,
“then Tenant may withhold the payment of rent for the period
commencing upon expiration of the above Landlord cure period, as
the same may have been extended, until the service is
restored,” and the twenty-fifth (25 th ) through the twenty-eighth (28
lh
) lines of the second
paragraph of Article X of the Office Lease, “If Landlord
shall fail timely to reimburse Tenant, then Tenant may thereafter
offset against rent due under this Lease the unreimbursed amount to
which Tenant is entitled” are hereby deleted in their
entirety and are of no further force or effect. In addition,
Article 28 (option to extend lease) of the Office Lease is hereby
deleted in its entirety, and is of no further force or
effect.
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8. Maintenance and
Repairs , The following language is hereby added to the end
of the second (2 nd ) paragraph of Article X of the Office
Lease.
“In the event of a
dispute with respect to this second (2 nd ) paragraph of Article X, such dispute shall be determined
by binding arbitration before a retired judge of the Superior Court
of the State of California under the auspices of the Judicial
Arbitration & Mediation Services,
Inc.”
9. Brokers .
Landlord and Tenant hereby warrant to each other that they have had
no dealings with any real estate broker or agent in connection with
the negotiation of this Second Amendment other than Jones Lang
LaSalle Management Services, Inc. and Julien J. Studley
(collectively, the “Brokers”) and that they know of no
other real estate broker or agent who is entitled to a commission
in connection with this Second Amendment. Landlord shall pay the
Brokers pursuant to a separate written agreement. Each party agrees
to indemnify and defend the other party against and hold the other
party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs and expenses (including
without limitation reasonable attorneys’ fees) with respect
to any leasing commission or equivalent compensation alleged to be
owing on account of any dealings with any real estate broker or
agent occurring by, through, or under the indemnifying party other
than the Brokers. The terms of this Section 8 shall survive
the expiration or earlier termination of the term of the Lease, as
hereby amended.
10. Parking
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10.1 Number of Parking
Passes . As of the Extended Term Commencement Date,
Section 10 of the Basic Lease Provisions of the Office Lease
shall be deleted and replaced with the following:
“10. Twenty-five
(25) unreserved parking passes and two (2) reserved
parking passes in the Project parking facilities.”
10.2 Parking .
As of the Extended Term Commencement Date, the first three
(3) sentences of Section 27.10 of the Office Lease shall
be deleted and replaced with the following:
“Tenant shall rent the
total number of parking passes as set forth in Section 10 of
the Basic Lease Provisions. In consideration of Tenant’s
payment of the Additional Monthly Basic Rent, Tenant shall not be
charged separately for such parking passes.”
1 1 . No Further
Modification . Except as specifically set forth in this
Second Amendment, all of the terms and provisions of the Lease
shall remain unmodified and in full force and effect. In the event
of any conflict between the terms and conditions of the Lease and
the terms and conditions of this Second Amendment, the terms and
conditions of this Second Amendment shall prevail.
IN WITNESS WHEREOF, this
Second Amendment has been executed as of the day and year first
above written.
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| LANDLORD” |
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“TENANT” |
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| LASALLE/ONE WESTWOOD LIMITED |
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L’ETAT FRANCAIS, represented by the |
| PARTNERSHIP, |
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Consulate General of France, Los Angeles, |
| an Illinois Limited Partnership |
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California |
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| By: |
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JONES LANG LASALLE |
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By: |
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The Honorable Guy Yelda
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MANAGEMENT SERVICES, INC. |
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Name: |
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Guy Yelda
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By: |
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/s/ Jeffrey B.
Ingham |
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Title: |
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Consulate General of France in Los
Angeles
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Jeffrey B.
Ingham |
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Assistance
Vice President |
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FIRST AMENDMENT TO
LEASE
(French Consulate
Lease)
THIS FIRST AMENDMENT TO LEASE
is made as of this 28th day of July, 1994 by and between
LASALLE/ONE WESTWOOD LIMITED PARTNERSHIP, an Illinois limited
partnership (“Landlord”) and L’ETAT FRANCAIS,
represented by the Consulate General of France, Los Angeles,
California (“Tenant”), with reference to the
following:
A. Pursuant to an Office
Space Lease, dated September 29, 1989 (the
“Lease”), Landlord leased to Tenant premises on the
third (3rd) floor of 10990 Wilshire Boulevard, Los Angeles
(the “Premises”). Capitalized terms used in this
Amendment which are not defined in this Amendment shall have the
meaning ascribed to them in the Lease.
B. Landlord and Tenant desire
to amend the Lease to cancel an early termination right of Tenant
contained in the Lease, adjust the rental terms and provide Tenant
with an allowance to be used for the renovation of the
Premises.
NOW THEREFORE, for good and
valuable consideration, the parties agree as follows:
1. Rentable Area. The
Rentable Area of the Premises is confirmed to be 12,136 square
feet.
2. Basic Rent. Paragraph 4 of
the Basic Lease Provisions is amended to read as
follows:
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“(a) Annual Basic Rent:
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Two Hundred Ninety Eight
Thousand Five Hundred Forty
Five and 60/100’s
Dollars
($298,545.60) (Twenty Four
and
60/100’s Dollars ($24.60)
per
square foot of Rentable Area)
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“(b) Monthlyd Basic Rent:
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Twenty Four Thousand Eight
Hundred Seventy Eight and
80/100’s
Dollars (Two and
05/100’s
Dollars ($2.05) per
square foot of Rentable Area)
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“Annual Basic Rent and
Monthly Basic Rent are subject to annual increases based upon
changes in cost of living in accordance with Section 4.2 of
this Lease commencing on the first anniversary of the Measurement
Date (June 1, 1990).”
[Signatures Continued from
Page 3]
TENANT:
L’ETAT FRANCAIS,
represented by the
Consulate General of France,
Los
Angeles,
California
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| By: |
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The Honorable Jean-Daurice
Ripert
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| Name: |
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Jean-Daurice Ripert
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| Title: |
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Consulate General of France in Los
Angeles
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EXHIBIT
“A”
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Demising Wall .Area
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Furnish and install new demising walls
per plan with security mesh
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Electrical suite separation of lights
and outlets
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Exit signs (2)
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Relocate lights and reswitch
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Air conditioning suite separation, add
one new exterior zone (1 room), add one new interior zone (6 runs),
plans and permit, certified air balance, one smoke EVAC
test
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Paint affected walls only
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Separate carpet for new wall and
relay
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Remove grid and ceiling tile for
demising wall,and repair after all is installed, materials supplied
by building
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Rubber base affected walls
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New Corridor
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Demolition of walls, carpet and
doors
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New walls demising with wire mesh to
slab, including drywall ceiling
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Install door units (2) relocated
and new
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Air conditioning revisions, add 2
smoke/fire dampers and 1 new supply, diffuser
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Demo electrical and rework
electrical
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New lights (3) furnished by
building
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New exit signs (3)
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Relocate lights (3)
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Repair ceiling tile and grid on new
corridor affected areas, material furnished by building
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Furnish and install wallcovering new
corridor
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Paint drywall ceiling, doors and door
frames
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Rubber base affected areas
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Carpet for new corridor
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Fire / Life / Safety
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Removal of certain interior
doors
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Tie-in of certain interior security
doors to failsafe fire safety system
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INDEX
CONSULATE GENERAL OF
FRANCE
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BASIC LEASE INFORMATION/LEASE, DATED 9/29/89 |
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B. |
(EXHIBIT A – DESCRIPTION OF PREMISES) |
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C. |
(EXHIBIT B – WORK LETTER AGREEMENT) |
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D. |
(EXHIBIT C – STANDARDS FOR UTILITIES &
SERVICES) |
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E. |
(EXHIBIT D – RULES AND REGULATIONS) |
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F. |
(EXHIBIT E – 1989 OPERATING EXPENSE ESTIMATE) |
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G. |
(EXHIBIT F – LEGAL DESCRIPTION) |
| H. |
LETTER RE WAIVER OF CERTAIN LEASE CLAUSES, DATED
2/19/90 |
| I. |
LETTER RE EXTENSION OF “OUTSIDE COMMENCEMENT DATE”
DATED 3/28/90 |
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