FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement ("Amendment"), dated for reference purposes only as of February 9, 2010, is by and between the COUNTY OF SAN MATEO, a political subdivision of the State of California ("County" or "Tenant"), and HM SHORELINE VENTURE, L.P., a California Limited Partnership (" Landlord ").
A. As authorized by San Mateo County Resolution No. 69484, County and Landlord entered into a lease agreement dated for reference purposes as of July 1, 2008 (the "Lease") for approximately 15,335 rentable square feet of building area at 225 Cabrillo Highway South, Half Moon Bay, California, for use as the Coastside Health Clinic. The Premises consisted of approximately 6,504 square feet of office and clinic space on the second floor occupied by the County Coastside Health Clinic, and 8,831 square feet of office and clinic space on the first floor. Resolution No. 69484 further authorized the sublease of the first floor to the Coastside Family Medical Center.
B. On May 1, 2009 the Coastside Family Medical Center filed for bankruptcy, and the sublease was rejected by the Bankruptcy Trustee and thereby terminated on May 8, 2009.
C. On December 9, 2009, the County received approval of a grant application from the Department of Health Resources and Services Administration for the alteration, repair and renovation of the first floor of the building for use as a County Health Clinic (the “Grant”). Conditions of the Grant require the property owner to execute a Statement of Agreement.
A. County and Landlord desire to amend the Lease to extend the Initial Term, replace Exhibit H (Space Plan), eliminate the Landlord’s obligation to provide an Improvement Allowance, and to obligate the Landlord to execute documentation related to the Grant, but otherwise under the terms and conditions set forth in the Lease.
For good and valuable consideration as hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term. Any reference to the Initial Term or Expiration Date in the Lease notwithstanding, the Expiration Date of the Lease is hereby amended to June 30, 2020.
2. Space Plan. Exhibit H (Space Plan) of the Lease is hereby deleted and replaced with Exhibit H-1 (Space Plan), attached to this Amendment.
3. Leasehold Imporovements. The second sentence of Section 6.1(a) is hereby deleted and restated as follows: “Landlord hereby approves the plan dated July 31, 2009, which is attached to the First Amendment to Lease Agreement as Exhibit H-1 (the “Space Plan”).
4. Improvement Allowance. Landlord shall have no further obligation to fund the Leasehold Improvements described in Section 6 (Leasehold Improvements) of the Lease. All references to the Improvement Allowance shall be deleted, including without limitation as follows:
a. The second paragraph of Section 1.14 of the Lease Summary is hereby deleted in its entirety and restated as follows: “Tenant shall cause the Premises to be improved essentially as shown in Exhibit H-1, which is attached to the First Amendment to Lease Agreement, subject to modification and approval pursuant Section 6.1(a). Tenant shall pay for the cost of such improvements.”
b. Section 6d. (Improvement Allowance and Reimbursement by Tenant) of the Lease is hereby deleted in its entirety.
c. The final sentence of Section 7.1 of the Lease is hereby amended by deleting the phrase “and the Allowance may be used to pay the cost thereof.”
d. The second paragraph of Section 8.1 of the Lease is hereby amended by deleting the sentence which reads: “The Tenant may draw upon the Improvement Allowance to complete such work.”
1. Grant Documentation. Upon receipt of the executed Amendment, Landlord shall sign such documentation as is required to facilitate the Grant including, without limitation, the Statement of Agreement, in the form attached hereto as Exhibit A.
2. Effective Date; Approval. This First Amendment shall become effective (the “Effective Date”) when the County Board of Supervisors adopts a resolution authorizing the execution of this First Amendment, and the First Amendment is duly executed by the County and delivered to Landlord.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE AMENDMENT, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF COUNTY HAS AUTHORITY TO COMMIT COUNTY HERETO UNLESS AND UNTIL THE COUNTY BOARD OF SUPERVISORS HAS ADOPTED A RESOLUTION AUTHORIZING THE EXECUTION OF THIS FIRST AMENDMENT TO THE AGREEMENT. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF COUNTY HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS AMENDMENT SHALL BE NULL AND VOID UNLESS THE BOARD OF SUPERVISORS ADOPTS A RESOLUTION AUTHORIZING THE EXECUTION OF THIS FIRST AMENDMENT. APPROVAL OF THIS AMENDMENT BY ANY DEPARTMENT, COMMISSION OR AGENCY OF COUNTY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED, NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON COUNTY.
3. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
4. No Further Amendments; Conflicts. All the terms and conditions of the Lease remain in full force and effect except as expressly amended herein. The Lease as amended by this First Amendment constitutes the entire agreement between County and Landlord and may not be modified except by an instrument in writing duly executed by the parties hereto. In the event of any conflict between the terms of the Lease and the terms of this First Amendment, the terms of this First Amendment shall control.
Balance of Page Intentionally Blank
County and Landlord have executed this First Amendment to Lease Agreement as of the date first written above.
HM SHORELINE VENTURE, L.P.,
a California Limited Partnership
a California limited liability company
Its General Partner
By: ASSET MANAGEMENT CONSULTANTS, INC.,
a California corporation
Its Manager
By: ______
James R. Hopper, President
a political subdivision of the State of California
Board of Supervisors
Attest: Resolution No.:_________________________
________________________
Clerk of the Board
Exhibit A
HM Shoreline Venture, L.P.
C/O Asset Management Consultants
15545 Devonshire St #108
Mission Hills, CA 91345
STATEMENT OF AGREEMENT
HM Shoreline Venture, L.P. (“Shoreline”), hereby states that Shoreline is the owner of the property located at 225 Cabrillo Highway South, Building A, Half Moon Bay, CA 94019. The property is currently leased by the County of San Mateo (“County”) for use as the Coastside Health Clinic. The County currently has a lease agreement with Shoreline, for a period of 10 years that will expire on June 30, 2020.
And, Shoreline is in full agreement of the proposed improvements to the aforementioned leased property as part of the Health Resources and Services Administration (HRSA) Capital Improvement Program (CIP) funding opportunity, and grants permission to the County to undertake proposed improvements, subject to the terms and conditions of the lease agreement.
Landlord: HM SHORELINE VENTURE, L.P.,
a California Limited Partnership
By: HB SONS, LLC,
a California limited liability company
Its General Partner
By: ASSET MANAGEMENT CONSULTANTS, INC.,
a California corporation
Its Manager
Signature: ___________________
Typed Name: James R. Hopper__
Title: President _______________
Date: _______________________
Exhibit H-1
Space Plan
