Preview
1 DAVID B. TILLOTSON (State Bar # 148162)
Dtillotson@lpslaw.com
2 RAVI D. SAHAE (State Bar # 276113)
Rsahae@lpslaw.com ELECTRONICALLY
3 LELAND. PARACHINI, STEINBERG,
MATZGER & MELNICK, LLP F I L E D
Superior Court of California,
4 199 Fremont Street - 21st Floor County of San Francisco
San Francisco, California 94105
5 Telephone: (415) 957-1800 01/07/2020
Clerk of the Court
Facsimile: (415) 974-1520 BY: EDNALEEN ALEGRE
6 Deputy Clerk
Attorneys for ELDA AGAVE, EEC
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF SAN FRANCISCO
10
11 ELDA AGAVE, LLC, Case No. CGC-19-579238
12 Plaintiff, -DISCOVERY-
13 vs.
DECLARATION OF RAVI D. SAHAE IN
14 DICK and JESAMINE MAK, et aE, SUPPORT OF MOTION TO COMPEL,
FOR DEEMED ADMISSIONS, AND FOR
15 Defendants. SANCTIONS
16 Date: January 30, 2020
Time: 9:00 a.m.
17
Dept: 302
18
Action Filed: September 12, 2019
19 Trial Date: None Set
20 I, Ravi D. Sahae, declare:
21 1. I am an attorney licensed to practice law in the State of California, and an associate of
22 Leland Parachini et ah, attorneys of record for plaintiff Elda Agave, LLC ("Plaintiff) in this
23 action. The following facts and circumstances are known personally to me, and if called upon to
24 do so, I could and would testify competently thereto.
25 2. Attached hereto as Exhibit A is a true and correct copy of Plaintiffs Requests for
26 Admission to Defendant Dick Mak, Set One.
27 3. Attached hereto as Exhibit B is a true and correct copy of Plaintiffs Requests for
28
{ELDAAG/0001/PLDMO/01530941 .DOCX}
DECLARATION OF RAVI D. SAHAE IN SUPPORT OF MOTION TO COMPEL, FOR DEEMED ADMISSIONS,
AND FOR SANCTIONS
Page 1
1 Admission to Defendant Jesamine Mak, Set One.
2 4. Attached hereto as Exhibit C is a true and correct copy of Plaintiffs Form Interrogatories
3 - General to Defendant Dick Mak, Set One.
4 5. Attached hereto as Exhibit D is a true and correct copy of Plaintiff s Form Interrogatories
5 - General to Defendant Jesamine Mak, Set One.
6 6. Attached hereto as Exhibit E is a true and correct copy of Plaintiffs Special
7 Interrogatories to Defendant Dick Mak, Set One.
8 7. Attached hereto as Exhibit F is a true and correct copy of Plaintiffs Special Interrogatories
9 to Defendant Jesamine Mak, Set One.
10 8. Attached hereto as Exhibit G is a true and correct copy of Plaintiffs Requests for
11 Production of Documents to Defendant Dick Mak, Set One.
12 9. Attached hereto as Exhibit H is a true and correct copy of Plaintiff s Requests for
13 Production of Documents to Defendant Jesamine Mak, Set One.
14 10. Attached hereto as Exhibit I is a true and correct copy of the Declaration of Ravi D. Sahae
15 re Additional Discovery (Requests for Admission) served with respect to the RFAs to Defendant
16 Dick Mak.
17 11. Attached hereto as Exhibit J is a true and correct copy of the Declaration of Ravi D. Sahae
18 re Additional Discovery (Requests for Admission) served with respect to the RFAs to Defendant
19 Jesamine Mak.
20 12. We served the above discovery and associated declarations by personal delivery on
21 November 13, 2019. Attached hereto as Exhibit K is a true and correct copy of the proof of such
22 service.
23 13. Attached hereto as Exhibit L is a true and correct copy of the email correspondence
24 between myself and Mr. Chow, counsel for Defendants, between December 15, 2019 and
25 December 16, 2019.
26 14. Attached hereto as Exhibit M is a true and correct copy of the email correspondence
27 between myself and Mr. Chow, between December 28, 2019 and December 30, 2019.
28 15. We did not receive responses to any of the above discovery by January 3, 2020, nor have
{ELDAAG/0001/PLDMO/01530941.DOCX) 2
DECLARATION OF RAVI D. SAHAE IN SUPPORT OF MOTION TO COMPEL, FOR DEEMED ADMISSIONS,
AND FOR SANCTIONS
Page 2
1 we received any responses as of the date of this filing.
2 16. In preparing this motion and the supporting papers, I spent four hours. I further expect to
3 spend an additional 3 hours reviewing any opposition, preparing a reply, and appearing at the
4 hearing. My rate on this matter is $320 per hour. Accordingly, I request $2,240 in sanctions.
5
6 I certify the foregoing is true under penalty of perjury under the laws of the State of
7 California. Executed January 7, 2020.
8
9
10 Ravi D. Sahae
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
{ELD AAG/000 l/PLDMO/01530941 .DOCX} 3
DECLARATION OF RAVI D. SAHAE IN SUPPORT OF MOTION TO COMPEL, FOR DEEMED ADMISSIONS,
AND FOR SANCTIONS
Page 3
LAW OFFICES OF
LELAND, PARACHINI, STEINBERG, MATZGER & MELNICK, LLP
199 FREMONT STREET - 21st FLOOR
SAN FRANCISCO, CALIFORNIA 94105
TEL (415) 957-1800• FAX (41 5) 974-1520
N> to to to to to to to
00 -4 ON -t*- LO to o NO 00 ON Ul CO to NO 00 ON
w
HO •
cr
Page 4
1 DAVID B. TILLOTSON (State Bar # 148162)
Dtillotson@lpslaw.com
2 RAVI D. SAHAE (State Bar # 276113)
Rsahae@lpslaw.com
3 LELAND. PARACHINI, STEINBERG,
MATZGER & MELNICK, LLP
4 199 Fremont Street - 21st Floor
San Francisco, California 94105
5 Telephone: (415) 957-1800
Facsimile: (415) 974-1520
6
Attorneys for ELDA AGAVE, LLC
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF SAN FRANCISCO
10
11 ELDA AGAVE, LLC, Case No. CGC-19-579238
12 Plaintiff, PLAINTIFF'S REQUESTS FOR
ADMISSION TO DEFENDANT DICK
13 vs.
MAK, SET ONE
14 DICK and JESAMINE MAK, et ah.
Action Filed: September 12, 2019
15 Defendants. Trial Date: None Set
16
17 PROPOUNDING PARTY: ELDA AGAVE, LLC
18 RESPONDING PARTY: DICK MAK
19 SET NUMBER: ONE
20 Pursuant to Code of Civil Procedure § 2033.010 et seq., Plaintiff ELDA AGAVE, LLC
21 ("Propounding Party" or "Elda") requests that Defendant DICK MAK ("Responding Party")
22 answer the following requests for admission, within 30 days.
23 In answering these requests, Responding Party is required to not just answer based on his
24 own personal knowledge, but to investigate and consult all sources of information reasonably
25 available to him. {Bloxham v. Saldinger (2014) 228 Cal.App.4th 729, 751-52; Grace v.
26 Mansourian (2015) 240 Cal.App.4th 523, 529-32).)
27 DEFINITIONS
28 1. YOU, YOUR, and YOURSELF, mean and refer to Responding Party, and includes
{ ELDAAG/0001 /DISC/01517017. DOCX}
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE _
Page 5
1 his agents, representatives, and any other person or entity acting on his behalf.
2 2. ALL means any, all, and/or every.
3 3. CONCERNING means referring to, alluding to, responding to, connected
4 with, commenting on, relating to, in respect of, about, regarding, discussing, involving, showing,
5 describing, reflecting, recording, analyzing, evaluating, or constituting.
6 4. DOCUMENT or DOCUMENTS means and refers to the original and any non
7 identical copy of every kind of written, printed, typed, recorded or graphic matter, however
8 produced or reproduced, including without limitation: (1) ALL correspondence, letters,
9 facsimiles, electronic communications, memoranda, instructions, and communications and (2)
10 ALL records, schedules, reports, surveys, calculations, transcriptions, notes, appointment books,
11 calendars, specifications, contracts, accounting records, billing records, invoices, statements, bills,
12 checks, vouchers, ledgers, accounts, data compilations from which information can be obtained or
13 translated through detection devices into reasonably usable form, electronic or magnetic media
14 (including disks and tapes), computer input or output, or any other tangible things and (3) ALL
15 “Writings” as that term is defined in Evidence Code Section 250, which reads as follows:
16 “Writing” means handwriting, typewriting, printing, photostating, photographing, photocopying,
17 transmitting by electronic mail or facsimile, and every other means of recording upon any tangible
18 thing, any form of communication or representation, including letters, words, pictures, sounds, or
19 symbols, or combinations thereof, and any record thereby created, regardless of the manner in
20 which the record has been stored.” DOCUMENTS or “Writings” (as so defined) shall include
21 ALL drafts of documents or writings defined above, including any with handwritten or other
22 markings or notations of any kind and any copy of a document or writing that renders it non
23 identical.
24 5. COMMUNICATION or COMMUNICATIONS means and refers to the act or fact
25 of communicating between or among any persons or entities, including telephone conversations,
26 letters, memoranda, notes, summaries, photographs, audio tapes, video tapes, emails, or other
27 materials or memorials of communication, meetings, or any occasion of joint or mutual presence,
28 as well as the transfer of any DOCUMENT from one person or entity to another person or entity.
{ELDAAG/0001/DlSC/01517017.DOCX} 2
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 6
1 6. ASSIGNMENT means the Assignment and Assumption of Lease attached hereto
2 as Exhibit A.
3 7. BUILDING means the building located at the corner of 16th Street and Guerrero
4 Street in San Francisco, CA (which is known as both 3198 16th Street, San Francisco, CA, and 389
5 Guerrero Street, San Francisco, CA).
6 8. ELBA means Elda Agave, LLC. In the context of acts performed by, with, or
7 against Elda Agave, LLC, or in the context of communications to or from Elda Agave, LLC, the
8 term ELDA includes Elda Agave, LLC's managers, members, agents, representatives, attorneys,
9 and anyone else acting on its behalf.
10 9. FEBRUARY LETTER means the February 27, 2019 letter by David B. Tillotson,
11 attached hereto as Exhibit B.
12 10. FIRST OPTION EXERCISE means the February 1, 2019 email by Jay De Natale
13 attached hereto as Exhibit C.
14 11. LEASE means the Lease Agreement attached hereto as Exhibit D.
15 12. MARCH LETTER means the March 22, 2019 letter by David B. Tillotson,
16 attached hereto as Exhibit E.
17 13. OPTION means the option stated in Section 2.02 of the LEASE.
18 14. ORDINANCE means Chapter 4D of the San Francisco Existing Building Code,
19 titled Mandatory Earthquake Retrofit of Wood-Frame Buildings, and includes all previous
20 codifications of said chapter.
21 15. PREMISES means the first floor and mezzanine of the building located in the
22 BUILDING.
23 16. RETROFIT means the furnishing of materials or performance of labor
24 CONCERNING the BUILDING, performed or contemplated for the purpose of complying with
25 the ORDINANCE.
26 17. RONEN LETTER means the letter by Hillary Ronen dated November 4, 2019 and
27 attached hereto as Exhibit F.
28 18. SECOND OPTION EXERCISE means the letter from Jay De Natale attached
{ELDAAG/0001/DISC/01517017.DOCX} 3
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 7
1 hereto as Exhibit G.
2 REQUESTS FOR ADMISSION
3 Elda Agave, LLC
4 REQUEST FOR ADMISSION NO. 1:
5 Admit that YOU want ELDA to continue to possess the PREMISES for the next five
6 years.
7 REQUEST FOR ADMISSION NO. 2:
8 Admit that YOU want ELDA to be successful in the PREMISES for the next five years.
9 REQUES T FOR ADMISSION NO. 3:
10 Admit that in October or November of 2019 YOU told Rafael Mandelman (or someone
11 representing him) that YOU want ELDA to continue to possess the PREMISES for the next five
12 years.
13 REQUEST FOR ADMISSION NO. 4:
14 Admit that in October or November of 2019 YOU told Rafael Mandelman (or someone
15 representing him) that YOU want ELDA to be successful in the PREMISES for the next five
16 years.
17 REQUEST FOR ADMISSION NO. 5:
18 Admit that YOU received the RONEN LETTER.
19 REQUEST FOR ADMISSION NO. 6:
20 Admit that prior to YOU executing the ASSIGNMENT, YOU understood that ELDA
21 intended to exercise the OPTION
22 REQUEST FOR ADMISSION NO. 7:
23 Admit that YOU met with ELDA on July 2, 2018.
24 REQUEST FOR ADMISSION NO. 8:
25 Admit that at YOUR July 2, 2018 meeting with ELDA, ELDA provided you with
26 renderings of its planned tenant improvements.
27 REQUEST FOR ADMISSION NO, 9:
28 Admit that at YOUR July 2, 2018 meeting with ELDA, ELDA provided you with
{ELDAAG/0001/DISC/01517017.DOCX} 4
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 8
1 information about its business plan.
2 REQUEST FOR ADMISSION NO. 10:
3 Admit that at YOUR July 2, 2018 meeting with ELBA, YOU told ELBA you were
4 impressed and excited by the planned tenant improvements.
5 REQUEST FOR ADMISSION NO. 11:
6 Admit that at YOUR July 2, 2018 meeting with ELBA, YOU told ELBA you were
7 committed to seeing ELBA be successful.
8 REQUEST FOR ADMISSION NO. 12:
9 Admit that as of July 2, 2018, YOU understood that ELBA would be investing hundreds of
10 thousands of dollars to improve the PREMISES.
11 REQUEST FOR ADMISSION NO. 13:
12 Admit that as of July 2, 2018, YOU understood that the purpose of ELBA assuming the
13 LEASE and improving the PREMISES was to exercise the OPTION and continue to possess the
14 PREMISES for at least five years.
15 Seismic Retrofit Ordinance
16 REQUEST FOR ADMISSION NO. 14:
17 Admit that Jaynry Mak and Jesamine Mak do not have an attorney-client relationship
18 CONCERNING the BUILBING.
19 REQUEST FOR ADMISSION NO. F5:
20 Admit that Jaynry Mak and Bick Mak do not have an attorney-client relationship
21 CONCERNING the BUILBING.
22 REQUEST FOR ADMISSION NO. 16:
23 Admit that the ORDINANCE requires seismic retrofit work to be performed on the
24 BUILBING.
25 REQUEST FOR ADMISSION NO. 17;
26 Admit that prior to YOU executing the ASSIGNMENT, YOU did not inform ELBA that
27 the ORBINANCE requires seismic retrofit work to be performed on the BUILBING.
28
{ELDAAG/000 l/DISC/01517017.DOCX} 5
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 9
1 REQUEST FOR ADMISSION NO. 18:
2 Admit that prior to ELDA taking possession of the PREMISES, YOU did not inform
3 ELBA that the ORDINANCE requires seismic retrofit work to be performed on the BUILDING.
4 REQUEST FOR ADMISSION NO. 19:
5 Admit that as of December 1, 2018, YOU had not complied with the ORDINANCE with
6 respect to the BUILDING.
7 REQUEST FOR ADMISSION NO. 20:
8 Admit that prior to YOU executing the ASSIGNMENT, YOU did not inform ELDA that
9 YOU had not yet complied with the ORDINANCE with respect to the BUILDING.
10 REQUEST FOR ADMISSION NO. 21:
11 Admit that prior to ELDA taking possession of the PREMISES, YOU did not inform
12 ELDA that YOU had not complied with the ORDINANCE with respect to the BUILDING.
13 REQUEST FOR ADMISSION NO. 22:
14 Admit that the ORDINANCE requires seismic retrofit work on the BUILDING to be
IS completed by no later than October 1, 2020.
16 REQUEST FOR ADMISSION NO. 23:
17 Admit that YOU intend not to comply with the ORDINANCE with respect to the
18 BUILDING by October 1, 2020.
19 REQUEST FOR ADMISSION NO. 24:
20 Admit that YOU do not have the capability to comply with the ORDINANCE by October
21 1,2020.
22 REQUEST FOR ADMISSION NO. 25:
23 Admit that on February 19, 2019, YOU acknowledged to ELDA that the planned
24 RETROFIT would disrupt ELDA's business.
25 REQUEST FOR ADMISSION NO. 26:
26 Admit that on February 19, 2019, YOU and ELDA discussed changes to the planned
27 RETROFIT with the goal of minimizing disruption to ELDA's business.
28
{ELDAAG/0001/DIS C/01517017.DOCX} g
PLAINTIFFS REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 10
X REQUEST FOR ADMISSION NO. 27;
2 Admit that on February 19, 2019, in order to minimize disruption to ELDA's business
3 YOU agreed that the frame on the building corner of 16th and Guerrero would be tucked, out of
4 view in the comer behind an existing wooden pillar.
5 REQUEST FOR ADMISSION NO. 28:
6 Admit that on February 19, 2019, in order to minimize disruption to ELDA's business
7 YOU agreed that a frame on the front of the PREMISES would be installed in the stairwell going
8 to the basement on 16th street so the frame itself would not be “inside” the PREMISES.
9 REQUEST FOR ADMISSION NO. 29:
10 Admit that on February 19, 2019, in order to minimize disruption to ELDA's business
11 YOU agreed that the frame in the rear of the building on Guerrero would be tucked in the comer
12 of the space where the mezzanine stairway wall and the Guerrero St. stair well meet.
13 REQUEST FOR ADMISSION NO. 30:
14 Admit that on Febmary 19, 2019, in order to minimize disruption to ELDA's business
15 YOU agreed that a frame in the front of the PREMISES would be tucked on the opposite wall
16 behind the kitchen door and tucked away as best as possible.
17 REQUEST FOR ADMISSION NO. 31:
18 Admit that on Febmary 25, 2019 Jesamine Mak spoke with Jay De Natale at the
19 PREMISES, with Hannah Collins and Eric Ochoa both present.
20 REQUEST FOR ADMISSION NO, 32:
21 Admit that on February 25, 2019, Jesamine Mak told Jay De Natale that ELDA would not
22 have to pay rent during the delay caused by the RETROFIT.
23 REQUEST FOR ADMISSION NO. 33:
24 Admit that on February 25, 2019, Jesamine Mak told Jay De Natale that ELDA that she
25 wanted ELDA to be successful.
26 REQUEST FOR ADMISSION NO. 34:
27 Admit that on March 11, 2019, YOU informed ELDA that YOU intended not to perform
28 the RETROFIT.
{ELDAAG/D0O1/DISC/0I517017 DOCX) 7
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 11
1 REQUEST FOR ADMISSION NO. 35:
2 Admit that on March 21, 2019, Dick Mak told Eric Ochoa that the RETROFIT would be
3 performed in two to five years, and Dick Mak would pay the resulting fines in the interim.
4 Rent
5 REQUEST FOR ADMISSION NO. 36:
6 Admit that ELDA did not have to commence paying rent until January 1, 2019.
7 REQUEST FOR ADMISSION NO, 37:
8 Admit that ELDA timely paid all rent due for January 2019 and February 2019.
9 REQUEST FOR ADMISSION NO. 38:
10 Admit that YOU did not, until August 16, 2019, mention anything to ELDA anything
11 about the rent being unpaid for March 2019.
12 REQUEST FOR ADMISSION NO. 39:
13 Admit that YOU did not, until August 16, 2019, mention anything to ELDA about the rent
14 being unpaid for April 2019.
15 REQUEST FOR ADMISSION NO. 40:
16 Admit that YOU did not, until August 16, 2019, mention anything to ELDA about the rent
17 being unpaid for May 2019.
18 REQUEST FOR ADMISSION NO. 41:
19 Admit that YOU did not, until August 16 2019, mention anything to ELDA about the
20 following words on page 3 of the FEBRUARY LETTER: "Rent abatement until the retrofit work
21 is completed".
22 REQUEST FOR ADMISSION NO. 42:
23 Admit that YOU did not, until August 16 2019, mention anything to ELDA about the
24 following words on page 4 of the MARCH LETTER: "Elda's rent shall continue to be abated until
25 the work is complete".
26 REQUEST FOR ADMISSION NO. 43:
27 Admit that on August 16, 2019 YOU asked about the March, April, and May 2019 rent
28 payments but not the June 2019 rent payment.
{ELDAAG/0001/D1SC/01517017.DOCX} g
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 12
1 Lease Option
2 REQUEST FOR ADMISSION NO. 44:
3 Admit that YOU received the FIRST OPTION EXERCISE in February 2019.
4 REQUEST FOR ADMISSION NO. 45:
5 Admit that at the time YOU received the FIRST OPTION EXERCISE, it was a valid and
6 effective exercise of the OPTION.
7 REQUEST FOR ADMISSION NO. 46:
8 Admit that at the time YOU received the FIRST OPTION EXERCISE, the OPTION had
9 not yet been declared null or void.
10 REQUEST FOR ADMISSION NO. 47:
11 Admit that YOU received the SECOND OPTION EXERCISE in May 2019.
12 REQUEST FOR ADMISSION NO. 48:
13 Admit that at the time YOU received the SECOND OPTION EXERCISE, it was a valid
14 and effective exercise of the OPTION.
15 REQUEST FOR ADMISSION NO. 49:
16 Admit that at the time YOU received the SECOND OPTION EXERCISE, the OPTION
17 had not yet been declared null or void.
18 REQUEST FOR ADMISSION NO. 50:
19 Admit that under Sections 2.02 and 3.02 of the LEASE, YOU were required to give notice
20 to ELDA if the rent was unpaid more than five days.
21 REQUEST FOR ADMISSION NO. 51:
22 Admit that under Sections 2.02 and 3.02 of the LEASE it is a condition precedent, to the
23 OPTION being deemed null and void, that YOU give notice to ELDA if the rent was unpaid more
24 than five days.
25 REQUEST FOR ADMISSION NO. 52:
26 Admit that ELDA will suffer "great" "injury", according to what YOU contend to be the
27 meaning of the quoted words in Cal. Code Civ. Pro. § 526(a)(2), if evicted from the PREMISES in
28 2019.
{ELDAAG/0001/D1SC/01517017 DOCX} 9
PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 13
1 REQUEST FOR ADMISSION NO. 53:
2 Admit that ELBA will suffer "irreparable'' "injury", according to what YOU contend to be
3 the meaning of the quoted words in Cal. Code Civ. Pro. § 526(a)(2), if evicted from the
4 PREMISES in 2019.
5 REQUEST FOR ADMISSION NO. 54:
6 Admit that it would be "extremely difficult to ascertain the amount of compensation" due
7 to ELBA, according to what YOU contend to be the meaning of the quoted words in Cal. Code
8 Civ. Pro. § 526(a)(5), if ELBA is evicted from the PREMISES in 2019.
9
10
11 LELANB, PARACHINI, STEINBERG,
N ICK, LLP
12
13
14 By:
Bavid B. Tillotson
IS Ravi B. Sahae
Attorneys for ELBA AGAVE, LLC
16
17
18
19
20
21
22
23
24
25
26
27
28
{ELDAAG/000 l®lSC/01517017.DOCX) 10
PLAINTIFFS REQUESTS FOR ADMISSION TO DEFENDANT DICK MAK, SET ONE
Page 14
EXHIBIT A
Page 15
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made
__________ , 2018, by and between Joseph Hargrave md Chino-Amcricano, LLC, a California
limited liability company (collectively the “Assignor”), and Elda Agave, LLC, a California limited
liability company, EWn-Agove-thnl Jay de Natale,an individual/md Eric Ochoa^an ir.dividual^'As-
signec”). 30 $0
Recitals
WHEREAS Dick and Jesaraiae Mak, as Lessor, and Assignor as Lessee, executed that certain
Lease dated October 15,2013 (the “Lease”); and
WHEREAS by the terms of the Lease, a copy of which, is attached to this assignment as Exhibit A
and incorporated herein, the property commonly known as the ground floor of the Building located
at 3198 16'1' Street, San Fran-isoo, Califomiu, including the dining room, first floor office and at
tached first floor mezzanine and the closet at the base of the stairs in the adjacent alleyway (exclud
ing the building’s basement except a portion allocated to the water heater of the leased premises)
(the “Premises") was leased to Assignor as Lessee for a tem of five (5) year's and ten (10) months
commending on January 1,2014 and terminating October 31,2019, subject to extension pursuant to
two (2) consecutive five (5) year* optiops to renew; and
WHEREAS Assignor now desires to assign the Lease to Assignee, and Assignee desires to accept
the assignment of the Lease, effective as of the Effective Date (as defined hereinbelow);
NOW THEREFORE, Assignor and Assignee agree as follows:
Assignment
For value received in connection with the purchase of the assets of Assignor's restaurant and bar'
located on the Premises by Assignee (tlic “Asset Purchase”), Assignor assigns and transfers to As
signee, effective as of the Effective Date, ell of Assignor's right, title, and interest in and to the
Lease, and Assignee agrees to and does accept tire assignment.
Except as amended by the terms of
this Assignment, effective as of the Effective Date, Assignee expressly assumes and agrees to keep,
perform, and fulfill all the terms, covenants, conditions, and obligations, required to be kept, per
formed, and fulfilled by Assignor as Lessee under the Lease, including the making of all payments
duo to or payable on behalf of Lessor under' the Lease when due and payable,
Amended Term/s of the Lease
The parties hereto hereby agree to amend Ural certain section of tire lease identified as Article 6,01
Repair, Maintenance and Alterations to provide that Assignee shell forthwith be responsible and
financiaily liable for any damage to the roof caused by Assignee and/or its HVAC equipment and
appurtenances.
Page i of 3
i
Page 16
. I
Effusive Date
The Aaslgnmenl elmll become effective at of tho riatooflltc closing of that certain escrow for the
Ascei 1'urclmco, lieltl by Llndn Chrlstmin, Fidelity National Tlllo, <150 Primrose Rcl„ Du/llngmna,
('.'A
94010. Escrow No. PSMO-0101800160 (the "Uffective Date").
In the event llml the nbove
ijescribed escrow folle to close, Ihiit Agnscmenl nnd Ota Astlgontcnl ooniainat tlicitin ahall become
Ineffective and be deemed mill mid void.
Ttiltt dncumeiu may be signed In cmmier-parts without affecting the validity licceof.
Executed at Son Frtmclgco, Cnllfomfa, on die day and year Em above written.
ASSIGNOR.
Joseph Hargrove
Individually and on behalf of
Chino -Americano, EEC os the
CEO of Its Managin', Taeollclaus Management, Ind,
ASSIGNEE •
Brie Oehon. inrfiv'CUtsally
Subject: 3198 16th Lease Option #1
Date: February 1,2019 at 3:20:21 PM PST
To: Jaynry Mak
Hi Jaynry,
I'm writing to inform you of our intention (Elda Agave LLC, Jonathan "Jay" De Natale &
Eric Ochoa) to exercise the first option in the lease (section 2.02). We intend to extend
the term of the lease until 10/31 /2024.
Jay De Natale
602-738-8621
Page 24
EXHIBIT D
Page 25
u as;: agreement
This lease agreement ("Lease") is made this K -h day of OcLW/_________, 2013, by
and between Dick and Jcsaminc Mul; as "Lessor",and Jne Haramve. Chinn-Americano. LLC
.and/or its Peimitted Transferee (as set forth in section
10.03 below) as "Lessee". The parties do
hereby agree as follows:
ARTICLE 1. LEASE OF PREMISES
I.flL Premises. The Lessor owns a building situated in the City and County of San Francisco,
State of California,and located at 3198-16th Street (@ Guerrero Street)(the "Building"). The
Building consists of two above ground floors as well as a basement located below the two above
ground floors. Lessor leases to Lessee and Lessee hires from Lessor the following described
premises (the"Premises") within the Building: the crmiml llanr of ihe Buildiuc includin'-’
the
diiiiuu mom. iIk- i'rsi
floor office, the attached
firs:floor mex./.unne and the closet m the Iwso ol
ihe stairs in ihc alley wav (which closei v.'iH he used for drv storage fnlvl
The Premises docs not
include the Building's basement nor does il mcliKk- the stairway and nllcvwnv I incline,
to the
BuiUlim;'s basement. 1 lowevcr, noiwitlislnriding
the foretiuine.ihe nonioii of the basement
where the I.esseeN water lienlcr is located fan area in :lic fomi cfo square oranproNiinatelv two
feet bv twe tecil is pan of the Premises.Lessee shall have absolutely no use of the stairway to
the basement or the basement itself for storage of any items except for Lessee's water heater
including, but not limited to grease, furniture, produce, meatsand trash. Lessee's use of the
stairway to the basement or the basement itself is for ingress,
egress, and for the storageof
Lessee's water heater only. Lessee shall have no use of the alleyway except for 1) as needed
access to and use of appropriate trash receptacles belonging to Lessee including the
consolidation of recyclable items such as cardboard boxes which are outside the confines of the
appropriate trash receptacles and 2) access to and the temporary storage of deliveries to and pick
up from the restaurant including but not limited to laundry, foodstuffs, wine, beer, and liquor.
ARTICLE 2. TERM OF LEASE
2.01. Term. The initialterm of the Lease ("Term") shall be for a period of five years andH)
months, commencing on January 1, 2M14 and terminating on ”)ctobcr 31. 2019. unless extended
by Lessee exercising the Options described below.
2.02. Option. Lessee is granted the option to extend the Term of this Lease fortwo (2)
consecutive five (5) year periods (each an "Option") by giving written notice of exercise o