"'Exhibit 1"
LEASE
by and between
NEIGHBORHOOD LEGAL SERVICES OF LOS ANGELES COUNTY, LANDLORD and
CITY OF GLENDALE, TENANT
LEASED SPACE: Approximately 2,190 square feet
ground floor space of Building al
1100 Chevy Chase Drive
Glendale, California
TABLE OF CONTENTS
SCHEDULE OF TERMS... ..1
(A) LANDLORD
(B) LANDLORD'S ADDRESS
(C) TENANT.......
(D) TENANT'S ADDRESS
(E) LAND
(F) LEASED SPACE
(G) BUILDING
(H) PROPERTY
(1) COMMON AREAS
PARKING........
(K) INITIAL LEASE TERM..
(L) COMMENCEMENT DATE
(M) EXPIRATION DATE...
(N) ANNUAL RENTAL RATE
(0) ADDITIONAL RENT.
(Q)
(P) OPTIONS TO EXTEND
(Q) LAWS..........
(R) LANDLORD'S WORK
(S) SUBSTANTIAL COMPLETION DATE
(T) TENANT'S WORK....
(U) TERM OR LEASE TERM
LEASE
(1] LEASED SPACE.
[2] COMMON AREAS AND FACILITIES
[3] TERM; COMMENCEMENT DATE; EFFECTIVENESS
[4] PURPOSE; PERMITTED USE
[5]
[6] TENANT'S OPTION TO EXTEND
[7] UTILITIES AND SERVICES...
[8] AFFIRMATIVE AGREEMENTS OF TENANT
19] NEGATIVE AGREEMENTS OF TENANT.....
[10] AFFIRMATIVE AND NEGATIVE AGREEMENTS OF LANDLORD.
[12] ASSIGNMENT AND SUBLETTING
[13] INSURANCE.
[14] INDEMNIFICATION; WAIVER OF SUBROGATION....
[15] TENANT'S WORK; OTHER ALTERATIONS AND IMPROVEMENTS. ..12 [1) ..13
[17] . 13
[18] 15
[19] TENANT DEFAULTS AND LANDLORD'S REMEDIES... . 15
[20] LANDLORD'S DEFAULTS AND TENANT'S REMEDIES. .15
[21] ADDITIONAL TERMINATION RIGHT OF CITY.. ..16
[22] OWNERSHIP, ENCUMBRANCES AND COMPLIANCE WITH LAWS. . 16 [23] NON-WAIVER OF DEFAULT. ..17
[24] ..17
[25] ENTIRE AGREEMENT; AMENDMENTS IN WRITING. ...17
[26] ... 17
[27] RECORDATION OF MEMORANDUM OF LEASE. ...17
[28] ...17
(29] PARTIAL INVALIDITY ...18
[30] HEADINGS; GENERAL INTERPRETIVE PRINCIPLES.
[31] REASONABLENESS.
[32] FORCE MAJEURE..
[33] ATTORNEY'S FEES
[34] QUIET ENJOYMENT.
[35] GOVERNING LAW.
[36] COUNTERPARTS; FACSIMILES.
[37] MISCELLANEOUS PROVISIONS.
[38] HAZARDOUS SUBSTANCES.
ii
SCHEDULE OF TERMS
Whenever any term below is mentioned in this Lease, the definition and/or information next to the corresponding term shall be incorporated in its meaning:
(A) LANDLORD: Neighborhood Legal Services of Los Angeles County, a California nonprofit corporatior
(B) LANDLORD'S ADDRESS: 1100 Chevy Chase Drive, Glendale, CA 9120 (C) TENANT: City of Glendale, a California charter city and municipal 603E. Broadway, Glendale, CA 91206
(D) TENANT'S ADDRESS:
Attn: City Manager
LAND: The tract of land located 1100 Chevy Chase Drive, Glendale, California, as more fully described on Exhibit "A" attached hereto and made a part hereof. (F) LEASED SPACE: The two thousand one hundred ninety (2,190) square feet of space on the ground floor of the Building, as outlined on the plan attached hereto as Exhibit "B" and made a part hereof. The parties agree that the statement of square footage set forth in this Lease is an approximation which the parties agree is reasonable and the rent based thereon is not subject to revision whether or not the actual square footage is more or less. (G) BUILDING: The building erected on the Land at 1100 Chevy Chase Drive. (H) PROPERTY: The Land, together with the Building and all Common Areas. (1) COMMON AREAS: All common areas and facilities located on or pertaining to the Property, including any and all walkways, entrances, exits, loading facilities, staircases, corridors and other areas, equipment, signs and facilities, both interior and exterior, now existing and from time to time hereafter furnished by Landlord in, on or upon the Property for the common or joint use and benefit of all of the occupants in the Building.
PARKING: Tenant shall have the exclusive right of use of three (3) parking spaces in the off-street parking area adjacent to the Building, as described in Exhibit "C" attached hereto and incorporated herein by reference (the "Parking Lot") for use by Tenant's employees Monday-Friday, 8:30 a.m. to 5:30 p.m. ("Tenant's Exclusive Spaces"). The Parking Lot shall be made available for use by employees and patrons of the Tenant's Library facility on weekends and weekday evenings after 5:30 p.m., subject to the imposition and enforcement of reasonable rules and regulations of the Parking Lot as set forth in Section 2 hereof.
(K) INITIAL LEASE TERM: Five (5) Lease Years.
(L) COMMENCEMENT DATE: April 1, 2006
(M) EXPIRATION DATE: 11:59 p.m. (Glendale, California time) on the day immediately preceding the date which is five (5) years after the Commencement Date, subject to Tenant's Options to Extend or sooner termination pursuant to the provisions hereof. (N) ANNUAL RENTAL RATE: During the first lease year, the annual rental rate shall be in the amount of $45,990. Each lease year thereafter during the term of this lease, including the Extension Term, the annual rental rate shall be adjusted by 2.5% from the previous lease year. Payment of Rent shall be in accordance with Section 5 of this Lease.
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(O) ADDITIONAL RENT: All costs and charges other than Annual Rent payable by Tenant pursuant to the provisions of this Lease.
(0) PERMITTED USES: A storefront library facility which will include reading areas, computer access areas, programming and community events, shelving for books, newspapers and other items, and similar, related and incidental uses as set forth in Section 4 of this Lease
(P) OPTIONS TO EXTEND: One (1) option of five (5) years, exercisable in accordance with the provisions of Section 6 hereof.
(Q) LAWS: All federal, state, county and local governmental or quasi-governmental laws, statutes, codes, ordinances, rules, decrees, orders, standards and regulations, including those of any utility company or authority, public, quasi-public or private, both foreseen and unforeseen, either now in force or hereafter adopted or enacted. (R) LANDLORD'S WORK: The construction, alterations and improvements set forth on Exhibit "D" attached hereto and made a part hereof.
(S) SUBSTANTIAL COMPLETION DATE: The Landlord shall substantially complete the Landlord's work on or before a date mutually agreed upon by Landlord and Tenant ("Substantial Completion Date"). Landlord and Tenant shall set the Substantial Completion Date within 90 days after the Commencement Date of this Lease. (T) TENANT'S WORK: The alterations and improvements to be performed by Tenant in accordance with the provisions of Section 15 hereof and Exhibit E to prepare the Leased Space for Tenant's initial use and occupancy.
(V) TERM or LEASE TERM: The Initial Lease Term and, if exercised by the City, the Extension Term, subject to sooner termination pursuant to the provisions hereof.
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LEASE
This LEASE is made this 31" Day of March, 2006, by and between NEIGHBORHOOD EGAL SER VICES, INC., a California public benefit nonprofit corporation, (the "Landlord") and the CITY OF GLENDALE, a California charter city and municipal corporation (the "Tenant").
WITNESSETH:
The parties hereto, intending to be legally bound, hereby covenant and agree as follows:
[1] LEASED SPACE. Landlord hereby demises and lets to Tenant, and Tenant hires and leases from Landlord, upon the terms, covenants, conditions and provisions set forth herein and in the Schedule of Terms attached hereto and made a part hereof, the Leased Space. [2] COMMON AREAS AND FACILITIES.
Subject to the provisions of this Lease, Tenant shall have the non- exclusive right of access to, egress from, and use of all Common Areas with Landlord, other tenants, and their respective subtenants, concessionaires, licensees, invitees, customers and employees, which Common Areas shall be available to Tenant seven (7) days a week, twenty- four (24) hours a day.
Landlord shall have control and non-exclusive possession of the entire Common Areas and may from time to time adopt rules and regulations pertaining to the use thereof, subject to the provisions of this Lease applicable to the adoption and enforcement of rules and regulations (the "Common Area Rules"). Landlord shall operate and maintain the Common Areas during the Term in accordance with the provisions of this Lease. (c) No fence, wall, structure, division, rail or obstruction shall be placed upon the Common Areas or any part thereof by Tenant, except as may be permitted by the provisions of this Lease. Notwithstanding anything herein to the contrary, Landlord shall be permitted to adopt or amend the Common Area Rules so as to reserve Landlord's right to make structural changes to the Parking Lot or engage personnel to control use of the Parking Lot during normal business hours (8:30 a.m. to 5:30 p.m.) on weekdays, provided that Tenant's access to and use and enjoyment of the three (3) parking spaces in the Parking Lot pursuant to this Lease is not restricted. Tenant shall not conduct any display, advertising, promotion, or any business activities of any kind whatsoever in or upon the Common Areas without Landlord's prior consent unless otherwise permitted by the provisions of this Lease.
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13] TERM; COMMENCEMENT DATE; EFFECTIVENESS.
(a) The Initial Lease Term shall be for the period set forth in the Schedule of Terms, commencing on the Commencement Date and ending on the Expiration Date; subject, however to extension pursuant to Tenant's Option to Extend and to sooner termination pursuant to the provisions hereof.
(b) Landlord shall, at Landlord's sole cost and expense (except as otherwise provided in Exhibit "D"), commence and complete Landlord's Work, in a good and . workmanlike manner using only materials that are of good quality and free of material defect and in accordance with (i) the terms, covenants, conditions and provisions of this Lease, (ii) all Laws applicable to the Property, and (iii) the plans, drawings, specifications and construction memoranda prepared by Landlord's architect and approved in advance by Tenant. Landlord shall have no obligation to perform any construction work to the interior of the Leased Space to prepare it for Tenant's initial use, occupancy and enjoyment other than either Landlord's Work or as otherwise specifically set forth in this Lease. Landlord shall also solicit and obtain at all times Tenant's approval in advance of any proposed material deviations from such plans, drawings, specifications and construction memoranda previously approved by Tenant relating to the Leased Space; provided, however that any deviation affecting the Leased Space or the ability of Tenant to either use, occupy or enjoy the Leased Space or to operate the Library in the manner contemplated herein, in Tenant's reasonable opinion, shall be deemed material and, provided, Notwithstanding the foregoing and anything to the contrary herein, Tenant shall approve (or disapprove) plans, drawings, specifications and/or construction memoranda as set forth in this Section 3 within seven (7) days after Tenant's receipt thereof, and shall otherwise not unreasonably delay or disapprove the grant or denial of any consent required by Tenant under this Section 3 or the matters specified in Exhibit "D".
Landlord shall "substantially complete" Landlord's Work on a date mutually agreed upon by Landlord and Tenant ("Substantial Completion Date"). Landlord and Tenant shall set the Substantial Completion Date within 90 days after the Commencement Date of this Lease. Upon "substantial completion" of Landlord's Work, there shall remain to be completed only "punchlist items" of minor finishing and adjustment as determined by Tenant, in Tenant's reasonable opinion, to permit Tenant commence Tenant's Work to the Leased Space. Landlord further agrees to complete all punchlist items within 30 days after the Tenant's determination of substantial completion of Landlord's Work and Tenant providing Landlord with such "punchlist" of items that need to be completed. Tenant agrees not to intentionally interfere with the performance of Landlord's Work so as to result in a delay in the substantially completion thereof. Landlord shall use its best efforts to ensure that the substantial completion of Landlord's Work and completion of the "punchlist items" occurs by the respective deadlines set forth herein.
If the Substantial Completion of Landlord's Work does not occur by the Substantial Completion Date, Tenant shall have the right, but not the obligation, to terminate this Lease by written notice to Landlord at any time thereafter, in which event this Lease shall be null and void and neither Landlord nor Tenant shall have any further rights, liabilities or obligations hereunder; provided, however if Tenant delivers the aforementioned notice to Landlord to terminate this Lease due to the failure of the Substantial Completion of Landlord's Work to timely occur, then Landlord shall have the right to deliver a notice to Tenant within five (5) days after the receipt of Tenant's Pg. 4
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r
notice stating that the Substantial Completion of Landlord's Work will occur within thirty (30) lays thereafter and then this Lease shall not terminate provided that the Substantial Completio of Landlord's Work does occur within such thirty (30) day period (d) Upon request of either party hereto, after the Substantial Completion of Landlord's Work has occurred, Landlord and Tenant shall execute and deliver a memorandum confirming the Substantial Completion of Landlord's Work. [4] PURPOSE; PERMITTED USE
(a) The Leased Space may be used and occupied for the purpose of use by Tenant as a library facility, including but not limited to reading areas, computer access areas, programming and community events, shelving for books, newspapers and other items, and similar, related and incidental uses. In the event the Tenant determines it no longer needs the Leased Space as a library facility and elects not to terminate the Lease pursuant to Section 21, it may use the Leased Space for any general governmental purpose consistent with the City Charter, the Glendale Municipal Code and other applicable Laws. The foregoing sentence shall not be construed to permit Tenant to sublease the Leased Space without the express written consent of the Landlord pursuant to Section 12 hereof.
[5] RENT.
Commencing on the Commencement Date, Tenant shall pay Landlord the annual Rent in equal monthly installments on the first day of each calendar month during the Initial Lease Term and the Extension Term, in advance and without prior notice or demand and in lawful money of the United States of America, except that the monthly rent payment for April 2006 shall not be due until April 21, 2006.
(b) All Rent shall be payable to Landlord at its offices set forth in the Schedule of Terms, or to such other address as Landlord may so notify Tenant from time to time in the manner prescribed in Section 28 hereof.
(c) A Lease Year referred to in the Schedule of Terms shall mean each twelve (12) month period during the Initial Lease Term and the Extension Term commencing on the Commencement Date or an anniversary of the Commencement Date, provided that during the first Lease Year no Rent shall be due or payable until, or otherwise allocated or attributable to any period prior to, the Commencement Date, notwithstanding any of the provisions of this Lease to the contrary.
Subject to Section 19(a) below, if an event of default by Tenant with respect to the payment of any installment of fixed Rent or any other sums due under this Lease shall occur and be continuing, a late charge equal to five percent (5%) of the overdue amount Pg. 5
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shall be payable by Tenant to reimburse Landlord for costs relating to collecting and accounting for said late payments).
(e) The Rent paid hereunder shall be inclusive of all taxes, insurance, common area maintenance charges, and other charges or assessments charged to or payable by Landlord for the Property or Building. Tenant shall have no responsibility, liability or obligation whatsoever for the payment of taxes, insurance, common area maintenance charges or other charges or assessments. The foregoing shall exclude payment of utilities for the Leased Space including any pro rata contribution to utilities that cannot be separately metered, which is the responsibility of Tenant pursuant to Section 7 below.
[6] TENANT'S OPTION TO EXTEND.
Tenant shall have the options to extend the term of this Lease for one (1) additional period (the Extension Term") of five (5) years, commencing on the first day following the Expiration Date of the Initial Lease Term. The Extension Term shall be upon the same terms, covenants, conditions and provisions as are in effect as of the Expiration Date of the Initial Lease Term, and annual Rental Rate during the Extension Terms shall be as provided in Paragraph N of the Schedule of Terms for the Extension Term, and Tenant's exercise of an extension option shall be by notice to Landlord at least one hundred eighty (180) days prior to the last day of the Initial Lease Term.
[7] UTILITIES AND SERVICES.
(a) Connections. Landlord, at Landlord's sole cost and expense (in accordance with the Landlord's Work set forth in Exhibit "D") shall provide and connect to the Leased Space the lines, equipment and/or facilities necessary to enable Tenant to connect and obtain water, gas, electricity, telephone, and sewer service and all other appropriate utilities or services thereon in sufficient capacities to reasonably enable Tenant to use, occupy and enjoy the Leased Space for its intended purposes and to operate its business thereon and therefrom. (b) Metering and Payment. Said services shall be separately metered for the Leased Space to the extent feasible. Tenant shall pay to Landlord before delinquency its pro-rata share of the costs of any utility services that cannot be separately metered. Tenant's pro-rata share shall be equal to the ratio which the floor area of the Leased Space bears to the total floor area in the Building. In no event shall Tenant be obligated to reimburse Landlord for any utilities or services at a rate in excess of the rate that Landlord actually pays for such utilities or services, nor shall Tenant be responsible for any late fees, charges, penalties or interest due to Landlord's failure to timely make such payments. Nothing contained in this Lease shall limit Landlord in any way from granting or using easements on, across, over, and under the Property for the purpose of providing utility services for Tenant and other tenants or occupants of space in the Building; provided however, Tenant shall have the right, in its sole opinion, to require Landlord, at Landlord's sole cost and expense, to locate or relocate such easements so that the utilization thereof shall not interfere with, be damaging to, or adversely affect Tenant's use, occupancy and enjoyment of the, Leased Space, including the aesthetic design thereof. Landlord shall not be responsible for any loss, cost, liability or expense of any person or entity resulting from any interruption of utility services to Tenant and/or the Leased Space by the public, quasi- Pg. 6
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public or private companies or authorities providing such services, unless such interruption is caused by the act or omission, negligent or intentional, of Landlord, its agents, contractors, servants or employees.
[8] AFFIRMATIVE AGREEMENTS OF TENANT. Tenant agrees, throughout the Initial Lease Term and Extension Term:
(a) To keep the interior of the Leased Space clean and well- maintained (including the provision of janitorial service for the Leased Space), to remove all refuse, trash and debris from the Leased Space, and to surrender the Leased Space broom clean, reasonable wear and tear and damage by fire, other casualty or condemnation not the responsibility of Tenant hereunder excepted, upon the Expiration Date of the Initial Lease Term or of the Extension Term, as the case may be, unless such work is necessitated by the failure, negligently or intentionally, of Landlord, its agents, contractors, servants or employees, to keep, observe and perform Landlord's obligations under this Lease;
Tenant shall not do anything or suffer anything to be done in or about the Leased Space which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated which pertains solely to the manner of Tenant's use of the Leased Space or alteration thereof performed by Tenant. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations to the extent they pertain solely to the manner of Tenant's use of the Leased Space or alteration thereof performed by Tenant. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Leased Space as are required to comply with the governmental rules, regulations, requirements or standards described in this Section;
(c) To use every reasonable precaution against fire in the Leased Space; (d) To give Landlord prompt notice of any fire occurring in the Leased Space; (e) To be responsible for all maintenance and repair of the interior, non- structural portions of the Leased Space, including those portions of the plumbing, electrical, sprinkler and other utility systems located entirely within the Leased Space and which serve it exclusively, the interior surfaces of the exterior walls of the Leased Space, the exterior and interior portion of all doors, door frames, door checks, entrances, windows, window frames, plate glass, storefronts serving the Leased Space, fixtures, walls, floors, ceilings and any mechanical systems or equipment installed for the sole use by Tenant; unless such work is necessitated by the failure, negligently or intentionally, of Landlord, its agents, contractors, servants or employees, to keep, observe and perform Landlord's obligations under this Lease. In Pg. 7
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the event that Tenant fails to comply with the obligations set forth in this Section [8](g).
Landlord may, but shall not be obligated to, perform any such obligation on behalf of, and for the account of Tenant, and Tenant shall reimburse Landlord for all reasonable costs and expenses paid or incurred on behalf of Tenant in connection with performing the obligations set forth herein. Tenant expressly waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereafter in effect;
To surrender possession of the Leased Space to Landlord at the Expiration Date in good order and condition, reasonable wear and tear and damage by fire or other casualty or condemnation not the responsibility of Tenant excepted; subject however to the provisions of Section 15and other applicable provisions of this Lease. [9] NEGATIVE AGREEMENTS OF TENANT. Tenant agrees, throughout the Initial Lease Term and the Extension Term, that Tenant shall not, without the prior consent of Landlord:
(a) Use or operate any machinery or equipment that is harmful to the Leased Space or the Building;
(b) Place any weights in the Leased Space beyond the safe carrying capacity of the Building; and
[10] AFFIRMATIVE AND NEGATIVE AGREEMENTS OF LANDLORD.
(a) Landlord covenants and agrees that the Leased Space and the Building are properly constructed and that the Leased Space and Common Areas are or, as of the Substantial Completion Date, will be in good condition and structurally sound with the roof and all below grade levels watertight, and that possession of the Leased Space will be delivered to Tenant in such condition, after Landlord's Work has been substantially completed, at the Substantial Completion Date. Landlord, at its sole cost and expense, shall be responsible for (i) the maintenance and repair (including replacements, as necessary) of (A) the Common Areas, including the removal of debris therefrom, and (B) all structural portions of the Building (whether or not within, above, below, or outside of the Leased Space), including the roof, downspouts, drains, gutters, exterior walls, floor slabs, foundation and structural supports, (C) the HVAC (including all related ductwork, distribution, controls, wiring and connections), plumbing, electrical, sprinkler and other systems, equipment and facilities serving the Leased Space, (D) the water, sewer, gas, telephone, electrical, and other utility lines, equipment and facilities from each public or private utility source into the Leased Space in accordance with the Landlord's Work (Exhibit "D"), and (E) the portions of various utility lines, systems, equipment and facilities within the Leased Space which service other tenants or occupants of any portion of the Property either exclusively or in common with Tenant, (ii) compliance with all Laws pertaining to seismic reinforcement and retrofitting, and (iii) the removal from the Property Pg. 8
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(including the Building) of all hazardous or dangerous substances as regulated under any Laws pertaining to the environment.
In carrying out its responsibilities as required under this Section 10 Landlord shall promptly undertake all such maintenance, repair and replacement work as soon as Landlord knows of the need therefor and thereafter shall diligently prosecute the same to completion. All such work shall be commenced and completed in accordance with applicable Laws and undertaken in a manner which does not unreasonably disrupt or interfere with the business activities of Tenant and, to the extent possible, all repairs shall be done during the hours that Tenant is not open for business. During any period when all or a portion of the Leased Space is rendered untenantable due to Landlord's activities as contemplated by this Section [10], Tenant's obligation to pay Rent under this Lease shall be proportionately abated. (b) Unless otherwise specifically set forth in Exhibits "D" or "E" attached hereto, Landlord, at Landlord's sole cost and expense, shall comply with all Laws relating to the Leased Space, the Building, the Common Areas and/or the Property, including those pertaining to handicapped access to and egress from the Building (except the entry doors to the Leased Space from the street), the Common Areas and/or the Property as well as between and among the various levels of the Building, if any, as distinguished from levels within the Leased Space, seismic reinforcement, replacement and retrofitting, life and fire safety and the protection of health and the environment.
(c) Landlord and its authorized representatives may upon reasonable advance notice to Tenant (except in the case of an emergency, in which event no such notice shall be required): (i) inspect the Leased Space; (ii) exhibit the Leased Space to current and prospective purchasers, lenders, insurers, governmental authorities and, within the six (6) months prior to the Expiration Date of the Initial Lease Term or the Extension Term, as the case may be, to brokers and prospective tenants; and (iii) enter the Leased Space for the purpose of exercising any rights or remedies expressly granted or reserved to Landlord under this Lease or applicable Laws, or to make any repairs, maintenance, replacements, improvements or alterations or other work in or about the Leased Space consistent with Landlord's responsibilities hereunder. In connection with exercising such rights, Landlord shall conduct itself in a manner so as not to disrupt or interfere with the operation of Tenant's business thereon or therefrom, which shall include, to the extent possible, the exercise of such rights during the hours that Tenant is not open for business. In the case of an emergency, however, Landlord shall have the right to use any reasonable means necessary to enter the Leased Space.
(d) Landlord shall not promulgate any rule or regulation for either the Building or the Common Areas which impairs Tenant's use, occupancy and/or enjoyment of the Leased Space or the operation of its business thereon or therefrom (including any rule or regulation which would affect the days or hours of Tenant's operation), and Landlord shall apply uniformly all rules and regulations to all tenants and occupants of other premises on the Property from time to time. To the extent any such rule or regulation is breached by any such other tenant or occupant, Landlord shall use commercially reasonable efforts to enforce such rule or regulation against such other tenant or occupant, at Landlord's sole cost and expense. The Pg. 9
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imposition and enforcement of the Common Area Rules to reserve the Landlord's right to impose structural changes to the Parking Lot or otherwise engage personnel to control the use and circulation of the Parking Lot during normal business hours in accordance with Section 2(c) of this Lease shall not be a violation of this subsection (d).
Landlord shall notify Tenant, within ten (10) days after the date of this Lease, with the legal address for the Leased Space which may be used for purposes of delivery of all construction materials, inventory, merchandise and other items of personal property to be used by Tenant, its contractors, agents and employees to prepare and perform Tenant's Work, and to otherwise ready the Leased Space for Tenant's use, occupancy and enjoyment and for the operation of Tenant's business thereon and therefrom.
[11] SIGNS. To the extent permitted by applicable Laws, Tenant shall be entitled to install a sign identifying the Adams Hills Library on the portion of the exterior of the Building or window façade fronting the Leased Space ("Identification Sign"). The design, size and precise location of the Identification Sign shall be subject to Landlord's reasonable approval. [12] ASSIGNMENT AND SUBLETTING. Tenant shall not be permitted to assign this Lease or sublet any portion of the Leased Space during the Initial Lease Term and the Extension Term unless: (i) Tenant shall notify Landlord of its intention to assign or sublet in advance; (ii) the proposed assignee or subtenant intends to use the Leased Space for a Permitted Use or other use reasonably acceptable to the Landlord; (iii) the financial condition, creditworthiness and business reputation of the proposed assignee or lessee are reasonably acceptable to Landlord; and (iv) such proposed assignee or lessee is prepared to and does execute and deliver a sublease or assignment in form and content reasonable acceptable to Landlord, Tenant and such third party.
[13] INSURANCE.
(a) Landlord shall maintain (i) Special Form Coverage insurance, or appropriate property casualty insurance, covering the Building (including the Leased Space as improved by Landlord's Work) and any improvements on the Property to its full insurable replacement cost, excepting therefrom the personal property of the tenants in the building, and (ii) commercial general liability insurance coverage written on an occurrence form with a contractual liability endorsement covering Landlord's indemnity obligations under this Lease, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, covering all claims for bodily injury (including death), and property damage occurring in or about the Common Areas. Landlord shall deliver to Tenant said policies or certificates thereof no later than thirty (30) days after the Commencement Date and, thereafter at least thirty (30) days prior to the expiration date of each such policy. Said policies or certificates thereof shall be accompanied by an additional insured endorsement in a form reasonably acceptable to the Tenant, insuring Tenant, its officers, employees, agents and representatives.
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(b) Tenant shall maintain commercial general liability insurance coverage written on an occurrence form with a contractual liability endorsement covering Tenant's indemnity obligations under this Lease, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence aggregate covering all claims for bodily injury (including death), and property damage occurring in or about the Common Areas. Landlord shall deliver to Tenant said policies or certificates thereof no later than thirty (30) days after the Commencement Date and, thereafter at least thirty (30) days prior to the expiration date of each such policy. With respect to said policies, it shall be sufficient for Tenant to provide proof of self-insurance in the amount of $2,000,000 with any applicable excess coverage maintained by the Tenant. Tenant shall deliver to Landlord said policies, certificates, or self-certifications thereof no later than thirty (30) days after the Commencement Date and, thereafter at least thirty 30) days prior to the expiration date of each such policy. [14] INDEMNIFICATION; WAIVER OF SUBROGATION.
(a) Except in the case of the negligence or willful misconduct of Landlord or any of its agents, contractors, servants or employees, Tenant agrees to indemnify, defend and hold Landlord, its officers, directors, members, representatives, agents, attorneys, managers and employees, harmless against and from all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney's, consultant's and expert fees and expenses actually incurred) directly or indirectly arising out of or attributable to any injury to any person (including death) or damage to any property which arises from Tenant's act or omission, or from the failure of Tenant to keep, observe, and perform any of the terms, covenants, conditions and provisions of this Lease to be kept, observed or performed by Tenant, or from the manner of Tenant's occupancy of the Leased Space, or occasioned by any act or omission of Tenant, its concessionaires, agents, contractors, suppliers, employees, servants, customers or licensees, including any construction, repairs or alterations which Tenant may make upon the Leased Space, or from violations of or noncompliance with any Laws or insurance requirements which Tenant is obligated hereunder to keep, observe or perform.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or any of its agents, contractors, servants or employees, Landlord agrees to indemnify, defend and hold Tenant, its elected and appointed officials, representatives, agents, attorneys, managers and employees harmless against and from all claims, losses (which shall not be limited to the loss or restriction of use of the Leased Space), liabilities, costs, damages or expenses (including reasonable attorney's, consultant's and expert fees and expenses actually incurred) directly or indirectly arising out of or attributable to any injury to any person (including death) or damage to any property which occurs in the Common Areas, the failure of Landlord to keep, observe and perform any of the terms, covenants, conditions and provisions of this Lease to be kept, observed or performed by Landlord, or occasioned by any act or omission of Landlord, its concessionaires, agents, contractors, suppliers, employees, servants, customers or licensees, or out of any misrepresentation or breach or non-fulfillment of warranty by Landlord. The scope and the extent of the respective obligations of Landlord and Tenant under this Section 14 shall be to the fullest extent permitted by Law, and also shall not be limited to the minimum dollar amounts of commercial general liability insurance to be maintained by Landlord and Tenant, respectively, under this Lease. The indemnification, defense and hold harmless provisions of this Pg. 11
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Section 14 shall be secondary to any insurance coverage required to be maintained by the indemnifying party, and survive the Expiration Date of the Initial Lease Term or the Extension Term, as the case may be.
(c) Landlord and Tenant agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be, so long as the insurance carried by Landlord and Tenant, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, or other similar insurance. (d) All personal property kept, stored or maintained on the Leased Space or elsewhere in the Property shall be so kept, stored, or maintained at the sole risk of Tenant; and except in the case of the negligence or willful misconduct of Landlord, its agents, contractors, servants or employees, Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord for damages to such property so kept, stored or maintained that is sustained by Tenant resulting from: (i) the acts or omissions of any persons present in the Property or occupying any part of the Property other than Landlord, its agents, contractors, servants or employees; (ii) interference with light or air caused by construction of private or public improvements other than those caused by construction by or on behalf of Landlord; or (iii) resulting from any accident in, on or about the Leased Space or the Building. [15] TENANT'S WORK; OTHER ALTERATIONS AND IMPROVEMENTS.
Tenant, at Tenant's sole cost and expense, shall be permitted to make the improvements to the Leased Space as set forth in Exhibit "D" attached hereto, for the purpose of permitting Tenant's initial use and occupancy of the Leased Space ("Tenant's Work"). Landlord shall have the right of reasonable approval of the plans and specifications for the Tenant's Work. In addition, Tenant may make any alterations and improvements to the Leased Space as it desires thereafter, subject to Landlord's reasonable approval, for Tenant's use, occupancy and enjoyment of the Leased Space and the operation of the Permitted Uses therein at anytime during the Initial Lease Term and the Extension Term. All alterations and improvements which are made by Tenant for which Landlord's consent must be requested as aforesaid shall remain upon the Leased Space at the Expiration Date of the Initial Lease Term or the Extension Term, as the case may be, in the absence of an agreement to the contrary between the parties hereto. Anything in this Lease to the contrary notwithstanding, all Tenant's Work which is non-structural in nature and any trade fixtures, equipment, machinery, goods and effects whenever installed or placed in, on or about the Leased Space by Tenant, whether attached to the Leased Space or not, shall remain the time and also upon the Expiration Date of the Initial Lease Term or the Extension Term, as the case may be; provided, however that Tenant shall repair, or cause to be repaired, at Tenant's sole cost and expense, any damage to the structural integrity of the building caused by the removal of said additions and improvements, trade fixtures, equipment, machinery, goods and effects, and, provided further that any additions or improvements remaining on the Leased Space upon the Pg. 12
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Expiration Date shall become the personal property of the Landlord and there shall be no obligation of Tenant to remove said additions and/or improvements. Landlord recognizes and agrees that whenever its consent or approval is required hereunder with respect to alterations and improvements to the Leased Space, including the Tenant's Work, it shall be unreasonable for Landlord to withhold its consent or approval on the basis of aesthetics of the interior of the Leased Space.
[16] LIENS. Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Property, Building or Leased Space, and any and all liens and encumbrances created by Tenant shall attach to Tenant's interest only. Landlord shall have the right at all times to post and keep posted on the Leased Space any notice which it deems necessary for protection from such liens. Tenant shall keep the Leased Space and the Property free from any liens arising from any labor performed by or on behalf of, or materials furnished to, Tenant. If any such lien attaches, and the same is not discharged of record or bonded-off within thirty (30) days after Landlord notifies Tenant thereof, then Landlord may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all reasonable sums, costs and expenses, including reasonable attorneys' fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall be due and payable by Tenant within thirty (30) days of Tenant's receipt of an invoice, in reasonable detail, therefore. [17] DAMAGE.
(a) In the event of damage to or destruction of the Leased Space, or to any portions of either the Building or the Common Areas (to the extent the Leased Space is affected), caused by fire or other casualty, Landlord shall make repairs and restorations as hereinafter set forth, unless this Lease is terminated by either Landlord or Tenant as hereinafter provided. If the damage or destruction is to the Leased Space or to any portion(s) of the Common Areas and the same cannot be restored within one hundred eighty (180) days after commencement of the work to the condition as existed immediately prior to such damage or destruction, then Landlord shall so advise Tenant promptly, and either party hereto, for a period of thirty (30) days after Tenant's receipt of such notice, shall have the right to terminate this Lease by notice to the other, as of the date specified in such termination notice, which termination date shall be no earlier than thirty (30) days nor later than sixty (60) days after the date of such termination notice. In the event of such fire or other casualty, if this Lease is not terminated pursuant to the provisions of this Section 16, then Landlord shall proceed diligently to restore the Leased Space and any portions of the Common Areas so damaged or destroyed so that the affected portions are in the same condition, to the extent reasonably possible, as existed prior to the occurrence of the damage or destruction. If this Lease has not been terminated after damage or destruction as provided above, then upon receipt by Tenant of notice that Landlord's repair or restoration work has been substantially completed, Tenant shall forthwith complete all work which Tenant had originally performed to the Leased Space, and all work required to fully restore the Leased Space for business adequately fixturized, stocked, and staffed. In the event of such damage or destruction and if this Lease has not been terminated as elsewhere provided herein, if Landlord has not substantially completed the repairs and reconstruction of the Leased Space within one (1) year Pg. 13
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after the date on which such damage or destruction occurred so that the Leased Space is in the same condition as it was immediately prior to such damage or destruction, Tenant, at its option, may terminate this Lease by giving notice thereof to Landlord at any time prior to the substantial completion of such work.
For purposes of this Section 17 the standard for the term "substantial completion" shall be a state of completion when there remains to be completed only punchlist items of minor finishing and adjustment mutually determined by Landlord and Tenant. Landlord further covenants and agrees, at its sole cost and expense, to complete such punchlist items within thirty (30) days after the date of substantial completion. (c) If Landlord elects to terminate this Lease as provided herein, then it is agreed and understood that no such notice of termination by Landlord shall be effective unless Landlord shall have similarly and simultaneously cancelled the leases of all other tenants in the Building so affected by the damage or destruction.
(d) If any such damage or destruction to the Leased Space or to any portions of the Common Areas or to the Building is of a nature or extent that Tenant's continued use and occupancy of the Leased Space is impaired, the Rent payable by Tenant hereunder shall be equitably abated until the date on which Tenant has reopened for business to the public, fully stocked and staffed, in the Leased Space.
(e) Notwithstanding anything set forth to the contrary herein, and so long as Landlord maintains, and has maintained, all insurance coverages in scope and amount as may be contractually required of Landlord under this Lease, in the event the Leased Space or Property are damaged as a result of any cause in respect of which there are no insurance proceeds available to Landlord, or the proceeds of insurance are insufficient to pay for the costs of repair or reconstruction, or any mortgagee or other person entitled to the proceeds of insurance does not consent to the payment to Landlord of such proceeds for such purpose, and the amount that Landlord would be obligated to expend, without such insurance, would be in excess of Two Hundred Fifty Thousand ($250,000) Dollars, then Landlord may, without obligation or liability to Tenant, terminate this Lease on thirty (30) days' notice to Tenant and all Rent shall be adjusted as of the date of damage, and Tenant shall vacate and surrender the Leased Space on the date set forth in Landlord's termination notice.
Notwithstanding anything to the contrary contained herein, Landlord may elect, by notice to Tenant, not to repair, reconstruct, or restore the Leased Space or the Property when the damage or destruction occurs during the last eighteen (18) months of the term of this Lease, unless there remains an unexercised Extension Term, and Tenant exercises its option to extend the next Extension Term within thirty (30) days after receipt of notice from Landlord of its intention not to repair, restore or reconstruct.
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[18] CONDEMNATION. If the whole or any substantial part of the Leased Space, Parking Lot or Common Areas is taken or condemned by any competent authority for any public use or purpose, this Lease shall terminate as of the date possession shall be delivered to the condemnor; provided, that at Tenant's option this Lease shall not terminate if, in Tenant's reasonable opinion, the Leased Premises and/or Tenant's access and use of the Leased Space, Parking Lot and/or Common Areas are not materially and detrimentally affected by such taking.
Current Rent shall be apportioned as of the date of such termination. Nothing herein shall constitute a waiver or assignment to Landlord of Tenant's right to make a claim for the value of any of Tenant's trade fixtures, equipment, furniture, furnishings, personal property or moving expenses.
[19] TENANT DEFAULTS AND LANDLORD'S REMEDIES.
Tenant shall not be held in default of any term or provision of this Lease unless:
(a) it shall have failed to pay any rental or additional rental due hereunder within ten (10) days after receipt of written notice of default sent to it by Landlord; or (b) it shall have abandoned or vacated the Premises; or (c) a failure of Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant; and
(except as to the failure to pay rent which is required to be paid within 10 days of written notice as set forth above) it fails to cure any other such default within thirty (30) days after receipt of written notice from Landlord; provided, however, that if such default or breach cannot reasonably be cured within such thirty (30) day period, then Tenant shall not be in default hereunder so long as Tenant commences to cure within such thirty (30) day period and thereafter diligently and in good faith prosecutes a cure until complete and, in any event, completes such cure within ninety (90) days; or
In the event of any such default, Landlord may declare the term of this Lease terminated, enter into possession of said Premises and sue for and recover all rents as they come due, (and all past due sums) or Landlord may sue and recover without entering into possession of said Premises, provided that all such actions shall be taken in accordance with applicable laws. Landlord, further, shall have all rights granted to it under the laws (including equitable remedies) of the state in which the Premises are located. Provided, however, that Landlord shall not have the right to accelerate any or all of the rent set forth in this Lease except in the event of a default set forth in Subparagraph (e) above. [20] LANDLORD'S DEFAULTS AND TENANT'S REMEDIES.
It shall constitute a default hereunder if, from and after the date of this Lease, Landlord fails to keep, observe or perform any of its obligations to be kept, observed or performed under this Lease within thirty (30) days after Landlord's receipt of notice of nonperformance from Tenant; provided, however that if such breach cannot be cured within thirty (30) days, then within such additional time, if any, as is reasonably necessary to complete such cure, so long as Landlord has Pg. 15
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commenced such cure within the initial thirty (30) day period and diligently pursues such cure to completion and, in any event, completes such cure within ninety (90) days; and, provided further that in the event of a breach that will adversely affect the operation of Tenant's business in the Leased Space, Tenant may, in its notice of breach, reduce the period for cure to any shorter period reasonable under the circumstances, so long as Tenant states in its notice the exact nature of the threat to the operation of its business, and Tenant's understanding of the curative work to be performed and the estimated costs therefore. If Landlord fails to cure such default within the applicable time period, then Tenant may elect, in addition to any and all other rights and remedies available to Tenant hereunder or at law or in equity, to cure such default on behalf of Landlord, but Tenant shall be under no obligation, express or implied, to do so. In such later event, following the presentation to Landlord of reasonable evidence that Tenant has expended sums to cure such default and otherwise has incurred damages as a result of Landlord's failure to cure such default, Tenant shall be permitted to deduct such damages and expended sums, together with interest thereon at the rate of 5% per annum from the installments of Rent next to become due under this Lease.
[21] ADDITIONAL TERMINATION RIGHT OF CITY. Notwithstanding anything to the foregoing to the contrary, Tenant may terminate this Lease regardless of whether or not there is a Landlord Default by giving Landlord one hundred eighty (180) days written notice of said termination, it being agreed and understood that Tenant may have to terminate the Lease for reasons unrelated to a Landlord Default, but said 180 day termination notice will give Landlord sufficient time to secure a successor tenant.
[22] OWNERSHIP, ENCUMBRANCES AND COMPLIANCE WITH LAWS.
Landlord represents and warrants to and agrees with Tenant as follows:
(a) Landlord is the owner in fee simple of the Leased Space and the Property, and Landlord has good and marketable title thereto.
(b) The Leased Space is currently zoned under all applicable Laws to permit the use and occupancy thereof for the Permitted Uses, and Landlord is unaware of any facts or circumstances that could or would cause any licenses or permits which may be required for Tenant's use and occupancy of the Leased Space either to not be granted, or, if granted, to not be continued in effect or renewed.
(c) Landlord is a nonprofit corporation duly organized and validly existing under the laws of California; Landlord has full power and authority under the laws of Califomia to execute and deliver this lease and to perform its obligations hereunder; the signatory hereto on behalf of Landlord has full power and authority to bind Neighborhood Legal Services of Los Angeles County, as Landlord, and all requisite actions necessary to authorize Landlord to execute and deliver this Lease and to perform its obligations hereunder have been taken. (d) Following the completion of Landlord's Work, the Property, in its then condition, shall comply with all Laws, including those Laws relating to handicapped access and egress to and from the Leased Space (except as otherwise set forth in Exhibit "D"), seismic reinforcement, replacement and retrofitting, life and fire safety, health and the environment. (e) Neither the Leased Space nor the Property is subject to any mortgage, deed of trust, lien, claim or encumbrance as of the date of this Lease and there are no violations or defaults under any instrument affecting the Property Pg. 16
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(f) No "Hazardous Substance" (as hereinafter defined), including asbestos and asbestos-containing materials (collectively, "ACM"), radon, and transformers containing or contaminated by PCBs, are located on the Property, except for ACM which may be located in vinyl floor tiles, residual wall plaster, drywall, fiberboard wall, stucco, roof and ceiling components, and remaining ductwork, all of which are in compliance with applicable Laws; provided, however that Landlord represents and warrants that all ACM at the Leased Space shall be removed in a manner in compliance with all Laws prior to the Substantial Completion Date. (g) The Property is a separately assessed real estate tax parcel or parcels for all purposes.
[23] NON-WAIVER OF DEFAULT. No delay or omission by Landlord in exercising any right upon any Event of Default by Tenant, or by Tenant in exercising any right upon any default by Landlord, will impair any such right or be construed as a waiver thereof or be deemed to be a waiver as to future events.
[24] AGENT. Landlord and Tenant mutually warrant, one to another, that neither employed nor engaged a real estate broker or agent to effectuate this Lease. Landlord and Tenant each hereby indemnify, hold harmless and agree to defend the other against the claim of any party claiming to have dealt with the indemnifying party as broker with respect to this transaction, which indemnity shall survive the termination of this Lease. [25] ENTIRE AGREEMENT; AMENDMENTS IN WRITING. The parties hereto have read this Lease carefully and understand it fully. The parties expressly understand and agree that this Lease sets forth all of the terms, covenants, conditions, promises and agreements relative to the Leased Space, and there are no terms, covenants, conditions, promises or agreements, either oral or written, express or implied, other than those set forth herein. Neither this Lease, nor any Exhibits or Schedules attached hereto, may be modified or amended except pursuant to a written agreement executed and delivered by both parties hereto. [26] PARTIES BOUND. All rights and liabilities given to, or imposed upon, the parties to this Lease shall also extend to and bind their several and respective heirs, personal representatives, successors and assigns.
[27] RECORDATION OF MEMORANDUM OF LEASE. Upon the request of the Tenant, Landlord and Tenant shall execute and record against the Property and the Parking Lot property a memorandum of lease in the form set forth in Attachment "F" attached [28] NOTICES. All notices, statements, demands, requests, consents, communications and certificates ("Notices") to Landlord must be in writing and given by certified or registered mail, return receipt requested, postage prepaid, or by nationally-recognized overnight courier service, addressed to Landlord at the address set forth below (and regardless of whether or not the provisions of this Lease specifically indicate that a notice shall be in writing). All Notices by Landlord to Tenant must be in writing and given by certified or registered mail, return receipt requested, postage prepaid, or by nationally-recognized overnight courier service, addressed to Pg. 17
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Tenant at the address set forth below (and regardless of whether or not the provisions of this Lease specifically indicate that a notice shall be in writing). Any such notices, statements, demands, requests, consents, communications, or certificates may also be given to such other addresses as Landlord or Tenant may designate in writing to the other from time to time in the manner prescribed above and in all cases shall be deemed given on the date which is the earlier of either three (3) days after the same is mailed or delivered in accordance with the provisions of this Section 28, or the date of actual receipt thereof. Any Notice will be deemed given on the date it is mailed as provided in this Section 28. If Tenant is requested by Landlord's mortgagee to provide such party with notices of any Landlord defaults hereunder, then Tenant shall give to such mortgagee notice of any default by Landlord under the terms of this Lease by registered or certified mail or by nationally-recognized overnight carrier service.
To Landlord: Neighborhood Legal Services of Los Angeles County
1100 Chevy Chase Drive
Glendale, CA 91205
Attn: Executive Director
To Tenant: City of Glendale
513 E. Broadway, Suite 20
Glendale. CA 9120
Attn: City Manager
With a copy to: City of Glendale
613 E. Broadway, Suite 220
Glendale, CA 91206
Attn: City Attorney
[29] PARTIAL INVALIDITY. If any term, covenant or condition of this Lease or the the remain er to i tease on or plain of such to any oxen, braid on to percent or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant and condition of this Lease shall he valid and enforceable to the fullest extent permitted by law.
[30] HEADINGS; GENERAL INTERPRETIVE PRINCIPLES.
(a) Any headings preceding the text of the various Sections and subsections hereof are inserted solely for convenience and reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect. (b) For purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Lease have the meanings Pg. 18
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assigned to them and include the plural as well as the singular, and the use of any gender hereunder shall be deemed to include the other genders; (ii) references herein to "Sections," "subsections," "paragraphs" and other subdivisions without reference to a document are to designated Sections, subsections, paragraphs and other subdivisions of this Lease; (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (iv) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular provision; and (v) the word "including" means "including, but not limited to." [31] REASONABLENESS. Whenever the terms, covenants, conditions and provisions of this Lease entitle Landlord and/or Tenant to exercise their respective opinions, or to give their respective approvals or consents, such opinions shall be reasonable and such approvals and consents shall not be unreasonably withheld, conditioned or delayed, notwithstanding that in some, but not all, instances a reasonableness standard is referenced Landlord agrees that if there are other tenants or occupants in the Building, Landlord will not take any actions, or exercise any opinions, or give any consents or approvals, with respect to such other tenants or occupants which either discriminate against Tenant or interfere with Tenant's use, occupancy and enjoyment of the Leased Space or the operation of its business thereon or therefrom.
[32] FORCE MAJEURE. If either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive Laws, riots, insurrection, war or other reasons of a like nature not the fault of, or under the control of, the party delayed in performing work or doing acts required under the terms, covenants, conditions or provisions of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided, however that the foregoing provisions of this Section [31] shall not apply to Landlord's reimbursement obligation for the Tenant Improvement Allowance or for any other reimbursement or payment obligation of Landlord hereunder, to Tenant's obligation to pay Rent, or to any other performance obligations of this Lease which specifically provides that the provisions of this Section 31 shall not apply; provided further that as to the aforesaid payment or reimbursement obligations, the provisions of this Section 31 shall apply if delivery thereof is delayed because of any of the foregoing causes and either Landlord or Tenant, as the case may be, is able to establish that payment or reimbursement was presented to the delivery service (including either the postal or courier service) on or before the due date therefore.
[33] ATTORNEY'S FEES. If either Landlord or Tenant shall institute any action or proceeding against the other relating to any of the terms, covenants, conditions or provisions of this Lease, or there occurs any Event of Default by Tenant or default by Landlord, the unsuccessful party in such action or proceeding shall reimburse the successful party for reasonable attorney's fees and other costs and expenses incurred therein by the successful party, including fees, costs and expenses incurred in any appellate proceeding.
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[34] QUIET ENJOYMENT. Upon payment by Tenant of the Rent reserved and provided to be paid by Tenant hereunder and upon the keeping, observance and performance by Tenant of all of the terms, covenants, conditions and provisions of this Lease on Tenant's part to be kept, observed and performed, Tenant shall peaceably and quietly hold and enjoy the Leased Space for the Initial Lease Term and the Extension Term without hindrance or interruption by Landlord or by any person or persons lawfully claiming or holding by, through or under Landlord.
(35] GOVERNING LAW. This Lease shall be construed, interpreted and governed by the laws of the State of California without resort to choice of law principles. [36] COUNTERPARTS; FACSIMILES.
(a) This Lease may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. (b) The parties hereto agree that a facsimile transmission of an executed counterpart of this Lease shall have the same binding effect on the signatory as an executed and delivered original thereof. The parties hereto further agree, for confirmatory purposes only, to exchange copies of executed counterpart originals promptly after the aforesaid facsimile transmissions so that each party may have at least one (1) fully executed original hereof. [37] MISCELLANEOUS PROVISIONS.
(a) Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Property and Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder to be kept, observed or performed after the date of transfer; provided, however the transferee agrees in writing to assume and to keep, observe and perform such obligations, and, provided further a copy of such written undertaking is delivered to Tenant with the name and legal address of such transferee by Landlord. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder This Lease shall not become subject or subordinate to any lease, right, claim, mortgage or deed of trust hereafter placed against or affecting the Leased Space or any portion or portions thereof unless and until the holder of any right or claim or the mortgagee or the lessor under any lease, as the case may be (hereafter the "holder") shall have executed, acknowledged and delivered to tenant a recordable, written instrument in a commercially reasonable form (the "Non- Disturbance Agreement") pursuant to which any such holder on behalf of itself and its successors and assigns (including any purchaser under foreclosure proceedings or grantee under a deed in Pg. 20
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lieu of foreclosure ("Purchaser") shall recognize Tenant's interest in this Lease and permit Tenant to remain in quiet possession of the Lease Space (together with Tenant's non-exclusive right in and to the Common Areas for the balance of the Initial Lease term and the Extension Term so long as Tenant shall pay the Rent as required hereunder and otherwise keep, observe, and perform all of its obligations under the Lease. Landlord shall exercise good faith, commercially reasonable efforts to obtain a Non-Disturbance Agreement in a commercially reasonable form (which may neither expand any of Tenant's obligations, nor diminish, detract from, modify or abrogate any of Tenant's rights under this Lease) from the holder of any existing lease, right, claim, mortgage or deed of trust against or affecting the Leased Space promptly after the execution and delivery of this Lease. The parties hereto agree that a Non-Disturbance Agreement substantially in the form attached hereto as Exhibit "G" and incorporated herein by reference shall satisfy the requirements of this lease. (b) Time is of the essence of this Lease and each of its provisions.
Landlord reserves the absolute right to effect such other tenancies in the Building as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building. Tenant does not rely on the fact, not does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building.
(d) Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. [38] HAZARDOUS SUBSTANCES.
Tenant shall be solely responsible and liable for, and shall indemnify, defend and hold harmless Landlord from, any and all Hazardous Substances existing on the Leased Space or the Property, or present in or on the air, ground water, soil, buildings or other improvements or otherwise in, on, under or about the Leased Space or the Property, resulting from the Handling by Tenant, its agents, contractors, servants or employees, of any Hazardous Substance during the period of Tenant's occupancy or use of the Leased Space.
Without limiting the generality of the foregoing, Tenant shall, at any time during the Term and at the Expiration Date, perform all work necessary to render the Leased Space or any other property "clean" and free of all Hazardous Substances, in accordance with all present and then-applicable (ii) Tenant shall not cause or permit any Hazardous Substance to be Handled in, upon, under or about the Leased Space (or any part thereof) or any part of the Property by Tenant, its agents, contractors, servants or employees, without the prior consent of Landlord (exclusive of office and cleaning supplies in customary amounts properly stored).
Notwithstanding the foregoing, Tenant shall promptly deliver to Landlord true copies of all Pg. 21
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govermental permits and approvals relating to the Handling of Hazardous Substances and all correspondence sent or received by Tenant regarding any Handling of Hazardous Substances in or about the Leased Space, including inspection reports and citations. (b) (1) Landlord shall be solely responsible and liable for, and shall indemnify, defend and hold harmless Tenant from, any and all Hazardous Substances existing on the Leased Space or the Property, or present in or on the air, ground water, soil, buildings or other improvements or otherwise in, on, under or about the Leased Space or the Property, either resulting from the Handling by Landlord, its agents, contractors, servants or employees, of any Hazardous Substance from and after the date of this Lease, or existing, from any source or cause, prior thereto.
(ii) Landlord shall not cause or permit any Hazardous Substance to be Handled in, upon, under or about the Leased Space (or any part thereof) or any part of the Property by Landlord, its agents, contractors, servants or employees, without the prior consent of Tenant. Notwithstanding the foregoing, Landlord shall promptly deliver to Tenant true copies of all governmental permits and approvals relating to the Handling of Hazardous Substances and all correspondence sent or received by Landlord regarding any Handling of Hazardous Substances in or about the Leased Space, including inspection reports and citations, during the Term.
Definitions As used in Section in this Section 38 and elsewhere in this Agreement, the following terms shall have the following definitions:
(i) "Hazardous Substance" means any materials, substances or waste which are now or hereafter found to have adverse effects on the environment or the health or safety of persons or which are now or subsequently regulated under any laws, regulations or governmental rules of any kind, including, without limitation, any material or substance which is: (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5; (ii) defined as a "hazardous material", "hazardous substance" or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95; (iii) defined as "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7; (iv) listed under Article 9 or defined as hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (v) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (vi) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conversation and Recovery Act, 42 U.S.C. § 6901 et seg. (42 U.S.C. § 6903); (vii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seg. (42 Compensation and Liability Act, 42 U.S.C. § 9601 et seg. (42 U.S.C. § 9601); and (vili) any petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds, other chemical products, asbestos, PCB's and similar compounds.
Pg. 22
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(ii) "Handle" or "Handled" or "Handling" means generated, produced, brought upon, used, handled, stored, treated or disposed of. [remainder of page intentionally left blank; signatures on next page] Pg. 23
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IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have caused this Lease to be duly executed, under seal, the day and year first above-written.
LANDLORD:
NEIGHBORHOOD LEGAL SERVICES OF LOS
ANGELES COUNTY,
onprofit corporation
Neal Dudovitz
TENANT:
CITY OF GLENDALE,
a California charter city and municipal corporation
City Manager
APPROVED AS TO FORN
MA sorel
CHIEF ASSISTANT CITY ATTORNEY
DATED 3/31/06
Pg. 24
Л... Various\MJG\Storefront Library Lease v2 cln.doc
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOT 7 OF TRACT NO. 3841, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 42 PAGE (S) 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION DEEDED TO THE CITY OF GLENDALE, FOR STREET PURPOSES, BY DEED RECORDED IN BOOK 2141 PAGE 233, OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTIONS OF SAID LOT 7, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTIONS OF THE EASTERLY LINE OF SAID LOT 7 WITH
THE NORTHERLY LINE OF PARK AVENUE, AS DESCRIBED IN THE DEED TO THE CITY OF GLENDALE, RECORDED ON BOOK 2141 PAGE 233, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT OF BEGINNING BEING DISTANT NORTH 0° 17'18" EAST ALONG SAID EASTERLY LINE, 30 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 7; THENCE NORTH 89° 47'52" WEST ALONG THE NORTHERLY LINE OF SAID PARK AVENUE 203.51 FEET; THENCE NORTH 0° 11' EAST, 117.04 FEET TO THE SOUTHEASTERLY LINE OF CHEVY CHASE DRIVE, AS DESCRIBED IN PARCEL 1 OF THE DEED TO THE CITY OF GLENDALE, RECORDED IN BOOK 7749 PAGE 342,
OFFICIAL RECORDS OF SAID COUNTY, THENCE NORTHEASTERLY ALONG SAID
SOUTHEASTERLY LINE ON A CURVE CONCAVE TOT HE NORTHWEST, HAVING A RADIUS OF 428.70 FEET, A DISTANCE OF 15.92 FEET OF THE END OF SAID CURVE;; THENCE NORTH 56° 15' EAST ALONG SAID SOUTHEASTERLY LINE 229.75 FEET TO THE EASTERLY LINE OF SAID LOT 7; THENCE SOUTH 0° 10'18" WEST ALONG SADD EASTERLY LINE, 254 FEET TO THE POINT OF BEGINNING.
Л.. \Various\MJG\Storefront Library Lease v2 cln.doc
EXHIBIT «B"
PLAN DEPICTING LEASED SPACE
[TO BE ATTACHED]
J...IVarious \MJG\Storefront Library Lease v2 cln.doc
EXHIBIT "C"
LEGAL DESCRIPTION OF PARKING LOT
PARCEL 2:
THE WESTERLY 50 FEET OF THAT PORTION OF LOT 7 OF TRACT NO. 3841, IN THE
CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 42 PAGE 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS;
BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF SAID LOT 7 WITH
THE NORTHERLY LINE OF PARK AVENUE AS, DESCRIBED IN DEED TO THE CITY OF GLENDALE RECORDED IN BOOK 2141 PAGE 233, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT OF BEGINNING BEING DISTANT NORTH 0° 17' 18" EAST ALONG SAID EASTERLY LINE 30 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 7; THENCE NORTH 89° 47' 52" WEST ALONG THE NORTHERLY LINE OF SAID PARK AVENUE, 203.51 FEET; THENCE NORTH 0° 11' EAST 117.04 FEET TO THE SOUTHEASTERLY LINE OF CHEVY CHASE DRIVE, AS DESCRIBED IN BOOK 7749 PAGE 342, OFFICIAL RECORDS; THENCE NORTHEASTERLY RADIUS OF 428.70 FEET, A DISTANCE OF 15.92 FEET TO THE END OF SAID CURVE; THENCE NORTH 56° 15' EAST ALONG SAID SOUTHEASTERLY LINE 229.75 FEET TO THE EASTERLY LINE OF SAID LOT 7; THENCE SOUTH 0° 17'18" WEST ALONG SAID EASTERLY LINE 254 FEET TO THE POINT OF BEGINNING.
Л... Various\MJG|Storefront Library Lease v2 cin.doc
EXHIBIT "D"
LANDLORD'S WORK
1. Delivery of the Leased Space free and clear of any and all Hazardous Substances as regulated under any Law pertaining to the environment, including asbestos containing materials (encapsulated or not) and lead based paint.
2. Delivery of the Leased Space in compliance with an applicable Laws, including those concerning handicapped accessibility under federal, state, and local disability Laws, to and from the Leased Space and to and from the Building, except that the Tenant shall have such responsibility with respect to any entry doors it is replacing between the Leased Space and the street frontage of the Building.
3. Delivery of the Leased Space in good condition and structurally sound, with the roof and all levels, if more than one, including those at grade, watertight and meeting code requirements.
4. Installation of all utility lines and equipment into the Leased Space including, electrical, plumbing, gas, and HVAC into the leased space meeting code requirements. Landlord shall not be responsible for plumbing or lighting fixtures in the Leased Space.
5. Installation of HVAC sufficient for the intended Permitted Use of the Leased Space. Landlord shall be responsible for the capital cost of providing the HVAC systems sufficient for a general office use. The incremental difference in capital cost for HVAC sufficient for the Permitted Use, if any, shall be borne by the Tenant.
6. Installation of all life, safety and fire protection systems located in unconfined portions of the Leased Space required by all applicable Laws.
All of Landlord's Work shall be in conjunction with the plans, drawings, specifications and construction memoranda approved by Tenant pursuant to Section 3 of this Л... Various\JG\Storefront Library Lease v2 cin.doc
EXHIBIT "E"
"Tenant's Work"
Shell
Demolition
Frame Ceiling and Hard Lid
Frame Walls
Drywall Ceilings and Walls
Concrete Patch / Stain / Seal
Remove Storefront, Replace with Window
Toilet Partitions and Accessories
Paint Interior
Casework
Shelving
Circulation Desk with Book Drop
Other Furniture Systems
Plumbing
Fixtures
Electrical / Data
New Pendant Light System
Additional
Sprinklers
Л... Various\MJG\Storefront Library Lease v2 cln.doc
EXHIBIT "F"
Form of Memorandum of Lease
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
(Space Above This Line For Recorder's Use)
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE made this _ day of _ 2006, by and between NEIGHBORHOOD LEGAL SERVICES OF LOS ANGELES COUNTY with an office at 1100 Chevy Chase Drive, Glendale, California ("Landlord") and CITY OF GLENDALE, with offices at 613 E. Broadway, Suite 200, Glendale, California, Attention: City Manager ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a lease dated (the "Lease") for premises more fully described in Exhibit A attached hereto (the "Leased Space") and located at 1100 Chevy Chase Drive, Glendale, California; and WHEREAS, it is the desire of the parties hereto to enter into a Memorandum of Lease for the purpose of recording same and giving notice of the existence of the Lease.
NOW, THEREFORE, in consideration of the rents received and covenants and conditions more particularly set forth in the Landlord and Tenant do hereby covenant, promise and agree as follows:
1. Landlord, in consideration of the rent to be paid and the covenants to be performed by Tenant, does hereby demise and lease unto Tenant and Tenant hereby rents from Landlord, the Leased Space described on Exhibit A attached hereto and made a part hereof.
The Term commences on April 1, 2006 and expires on March 31, 2011, unless extended for one additional five-year term at the Lessee's option.
This instrument is executed for the purpose of giving public record notice of the fact of execution of the above described Lease and all of the terms and conditions of the Lease are incorporated herein by reference.
Л...|Various\MJG\Storefront Library Lease v2 cln.doc
•
-
This instrument shall extend to and be binding upon the parties hereto and their legal representatives, heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed these presents and set their hands and seals the day and year first above written.
LANDLORD:
NEIGHBORHOOD LEGAL SERVICES
OF LOS ANGELS COUNTY
By:_
TENANT:
CITY OF GLENDALE
By:_
City Manager
Л... \Various\MJG\Storefront Library Lease v2 cln.doc
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOT 7 OF TRACT NO. 3841, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 42 PAGE (S) 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION DEEDED TO THE CITY OF GLENDALE, FOR STREET PURPOSES, BY DEED RECORDED IN BOOK 2141 PAGE 233, OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTIONS OF SAID LOT 7, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTIONS OF THE EASTERLY LINE OF SAID LOT 7 WITH
THE NORTHERLY LINE OF PARK AVENUE, AS DESCRIBED IN THE DEED TO THE CITY OF GLENDALE, RECORDED ON BOOK 2141 PAGE 233, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT OF BEGINNING BEING DISTANT NORTH 0° 17'18" EAST ALONG SAID EASTERLY LINE, 30 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 7; THENCE NORTH 89° 47' 52" WEST ALONG THE NORTHERLY LINE OF SAID PARK AVENUE 203.51 FEET; THENCE NORTH 0° 11' EAST, 117.04 FEET TO THE SOUTHEASTERLY LINE OF CHEVY CHASE DRIVE, AS DESCRIBED IN PARCEL 1 OF THE DEED TO THE CITY OF GLENDALE, RECORDED IN BOOK 7749 PAGE 342,
OFFICIAL RECORDS OF SAID COUNTY, THENCE NORTHEASTERLY ALONG SAID
SOUTHEASTERLY LINE ON A CURVE CONCAVE TOT HE NORTHWEST, HAVING A RADIUS OF 428.70 FEET, A DISTANCE OF 15.92 PEET OF THE END OF SAID CURVE,; THENCE NORTH 56° 15' EAST ALONG SAID SOUTHEASTERLY LINE 229.75 FEET TO THE EASTERLY LINE OF SAID LOT 7; THENCE SOUTH 0° 10'18" WEST ALONG SAID EASTERLY LINE, 254 FEET TO THE POINT OF BEGINNING.
Л..|Various\MJGIStorefront Library Lease v2 cin.doc
[Attach Acknowledgements Here]
J: Files Dochiles\VariousJG\Storefront Library Lease v2.doc EXHIBIT "G"
FORM OF
SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
(Space Above This Line For Recorder's Use)
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT This Subordination, Non-Disturbance and Attornment Agreement is made as of the day of - → 2006 by and between the City of Glendale, a charter city and municipal corporation, ("Lessee") and _
("Lender").
Recitals
A. Neighborhood Legal Services at Los Angeles County ("Lessor"), is the owner of the fee estate in that certain property located in the City of Glendale, County of Los Angeles, State of Califomia, more particularly known as 1100 Chevy Chase Drive, California (the "Property").
Lessee has entered into a lease dated _, (the
"Lease"), covering a portion of the Property (the "Leased Premises").
Lender is the beneficiary under a deed of trust recorded as Instrument No. in the Official Records of Los Angeles County, California (the "Deed of Trust"'), which Deed of Trust constitutes a lien and charge against the Property.
Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows:
Incorporation of Recitals. The foregoing recitals are incorporated into this Agreement as though set forth in their entirety.
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2. Subordination. The Lease and any extension, renewal, replacement, or modification thereof and all of the right, title and interest of Lessee in and to the Leased Premises and the rights of Lessee under the Lease now are, and shall at all times continue to be, subject and subordinate to the lien and security interest of the Deed of Trust and to each renewal, extension, modification or replacement thereof, with the same force and effect as if the Deed of Trust had been executed, delivered and recorded prior to the execution and delivery of the Lease.
Non-Disturbance. So long as an "Event of Default" (as that term is used and defined in Lease has not occurred and is not continuing in the payment of Rent by Lessee or otherwise in the performance of any of the other material terms, covenants or conditions of the Lease requiring performance on the part of Lessee, (a) Lender will not join Lessee as a party defendant in any action or proceeding for the purpose of terminating any ownership, possession, interest or estate of the Lessor under the Lease because of any default under the Deed of Trust, unless Lessee is deemed a necessary party by the court, in which event Lessee may be so named, but such naming shall not otherwise be in derogation of the rights of Lessee set forth in this Agreement, and (b) the Lease and the rights of Lessee thereunder shall not be divested by a foreclosure of the Deed of Trust or the exercise of any other right or remedy available to Lender.
Successor Landlord. If the Property or any portion thereof which includes the Leased Premises shall be transferred to and owned by Lender or any assignee of Lender, or any purchaser at a foreclosure sale or any transferee in a conveyance in lieu thereof, by reason of foreclosure or other remedial proceedings brought by Lender or any assignee of Lender, or by any transferee or purchaser, or by any other similar manner, or if the interest of the Lessor under the Lease is terminated or assigned by any action of the Lender, and an Event of Default has not occurred and is not continuing in the payment of Rent by Lessee, or otherwise in the performance of any of the other material terms, covenants or conditions of the Lease requiring performance on the part of Lessee, Lessee's rights shall not be terminated thereby; rather, Lessee shall be bound to Lender or any such assignee, purchaser or transferee (hereinafter referred to collectively as "Successor Landlord") under all of the terms covenants and conditions of the Lease for the balance of the term thereof remaining, with the same force and effect as if the Successor Landlord were the Lessor under the Lease with the Lease remaining in full force and effect provided, however, that the Successor Landlord shall not be:
(a) liable for any act or omission of any prior landlord or; (b) subject to any offsets of defenses which Lessee may have against any prior landlord;
(c) obligated to make any capital improvements to the Leased Premises, or to construct, erect or complete any construction or renovation of all or any portion of the improvements at the Leased Premises, which Lessor may have agreed to make but has not commenced or completed, other than "Landlord's Work" (as that term is used and defined in the Lease); or
J: Files Docfiles|VariousWJGStorefront Library Lease v2 doc (d) personally liable under the Lease, and the liability of the Successor Landlord under the Lease shall be limited to the extent of the interest of the Successor Landlord in the Property, and the rents, issues and profits therefrom received by Successor Landlord.
5. Attornment. In the event of any occurrence referred to in Paragraph 4 hereof, Lessee agrees to attorn to the Successor Landlord on the terms set forth in Paragraph 4 hereof, said attornment to be effective and self-operative upon notice from the Successor Landlord without the execution of any further instruments on the part of either of the parties hereto.
6. Duration of Agreement. This Agreement shall remain in effect throughout the term of the Lease, including the "Extension Term" (as that term is used and defined in the Lease), if any.
7. Notice of Lessor's Default. Lessee agrees to notify Lender of any default of the landlord under the Lease which would entitle Lessee to cancel the Lease, and agrees that, notwithstanding any provision of the Lease, no notice of cancellation of the Lease shall be effective unless Lender has received said notice and has failed within the same period Landlord has under the provisions of the Lease to cure any default, or if such default cannot be cured by Lender within such period, Lender has failed to commence and to diligently prosecute the curing of any default which gave rise to such right of cancellation within the same extension period, if any, afforded to Landlord under the provisions of the Lease. Any failure by Lessee to provide Lender with a copy of Lessee's notice to Landlord as required by the provisions of this Paragraph 7 shall not abrogate, modify, limit or terminate the rights of Lessee under this Agreement.
8. Further Acts. The provisions of this Agreement shall be self-operative and no further instrument shall be necessary to effect the aforementioned continuation, attornment, recognition and subordination. Nevertheless, in confirmation thereof, Lessee or Lender shall execute and deliver, upon request of the other or any other party to whom Lessee has agreed to attorn, an appropriate certificate to confirm such continuation, attornment, recognition and subordination.
9. Notices. All notices, demands, consents, approvals and other communications (collectively, "Notices") hereunder shall be in writing and shall be sent by postage prepaid, certified or registered mail, return receipt requested, or by reputable over-night courier service, postage prepaid, addressed to the party to be notified as set forth below:
If to Lessee,
City of Glendale
613 E. Broadway, Suite 200
Glendale, California 91206
Attn: City Manager
and
J: Files Docfiles| Various\MJG\Storefront Library Lease v2.doc City of Glendale
613 E. Broadway, Suite 220
Glendale, California 91206
Attn: City Attorney
If to Lender,
Notices shall be deemed given three (3) business days after mailing (or one business day for overnight courier service), with failure to accept delivery constituting delivery for this purpose.
Any party hereto may change the addresses for Notices set forth above by giving notice in accordance with these provisions.
10. Miscellaneous. This Agreement represents a final expression and a complete and exclusive statement of the agreement of Lender and Lessee regarding the subject matter hereof, and, as such, this Agreement fully supersedes all prior agreements, understandings and/or discussions between the parties hereto. No modification, amendment or supplement hereto shall be valid unless set forth in a writing signed and dated by each of the parties hereto following the signing of this Agreement. The existence, validity, construction and operational effect of this Agreement, and the respective rights and obligations of each of Lender and Lessee hereunder shall be determined in accordance with the laws of the State of Califoria. This Agreement shall be construed as if equally drafted by each of the parties hereto. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. In the event of litigation, arbitration or other judicial or quasi judicial process to enforce or interpret this Agreement or any of its terms, the prevailing party shall be entitled to reimbursement from the other party of its reasonable attorneys' fees and costs.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.
Lessee:
City of Glendale
By: _
Name:
Title:
J: Files Docfiles|VariousIMJG\Storefront Library Lease v2.doc Lender:
By:_
Name:
Title:
J:lFiles \Docfiles|Various\MJGStorefront Library Lease v2.doc :. •
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL 1:
LOT 7 OF TRACT NO. 3841, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 42 PAGE (S) 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION DEEDED TO THE CITY OF GLENDALE, FOR STREET PURPOSES, BY DEED RECORDED IN BOOK 2141 PAGE 233, OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTIONS OF SAID LOT 7, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTIONS OF THE EASTERLY LINE OF SAID LOT 7 WITH
THE NORTHERLY LINE OF PARK AVENUE, AS DESCRIBED IN THE DEED TO THE CITY OF GLENDALE, RECORDED ON BOOK 2141 PAGE 233, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT OF BEGINNING BEING DISTANT NORTH 0° 17' 18" EAST ALONG SAID EASTERLY LINE, 30 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 7; THENCE NORTH 89° 47'52" WEST ALONG THE NORTHERLY LINE OF SAID PARK AVENUE 203.51 FEET; THENCE NORTH O° 11' EAST, 117.04 FEET TO THE SOUTHEASTERLY LINE OF CHEVY CHASE DRIVE, AS DESCRIBED IN PARCEL 1 OF THE DEED TO THE CITY OF GLENDALE, RECORDED IN BOOK 7749 PAGE 342,
OFFICIAL RECORDS OF SAID COUNTY, THENCE NORTHEASTERLY ALONG SAID
SOUTHEASTERLY LINE ON A CURVE CONCAVE TOT HE NORTHWEST, HAVING A RADIUS OF 428.70 FEET, A DISTANCE OF 15.92 FEET OF THE END OF SAID CURVE,; THENCE NORTH 56° 15' EAST ALONG SAID SOUTHEASTERLY LINE 229.75 FEET TO THE EASTERLY LINE OF SAID LOT 7; THENCE SOUTH 0° 10'18" WEST ALONG SAID EASTERLY LINE, 254 FEET TO THE POINT OF BEGINNING.
J: \Files \Docfiles|Various\JG\Storefront Library Lease v2.doc [Attach Acknowledgments Here]
J:\Files\Docfiles|Various\MJG\Storefroot Library Lease v2.doc
BETWEEN
NEIGHBORHOOD LEGAL SERVICES OF LOS ANGELES COUNTY, LANDLORD AND
CITY OF GLENDALE, TENANT
1100 Chevy Chase Drive, Glendale, CA 91205
THIS AMENDMENT No. 1 ("Amendment") to the Lease ("Lease") entered into on March 31, 2006, is made March 31, 2016 ("this Amendment's Effective Date"), between the Neighborhood Legal Services of Los Angeles County ("Landlord"), a California nonprofit corporation, and the City of Glendale ("Tenant"), a California charter city and municipal corporation (collectively, "Parties" or individually, "Party").
RECITALS
1. On March 31, 2006, Landlord and Tenant entered into the Lease for Tenant's rental of 2,190 square feet of space on the ground floor of Landlord's building, located at 1100 Chevy Chase Drive, Glendale, CA 91205.
2. The Lease provides for one 5-year Extension Term that expires on March 31, 2016.
3. The Parties desire to:
A. Extend the Lease one additional time, for a 5-year period— beginning April 1, 2016, and ending March 31, 2021- on the same terms and conditions of the Lease; and B. Amend the Lease to reflect the additional 5-year term.
AGREEMENT
Landlord and Tenant agree as follows:
[6] TENANT'S OPTION TO EXTEND. is amended as follows:
Paragraph (a) is deleted in its entirety and replaced with the following paragraph:
(a) Tenant shall have the options to extend the term of this Lease for two (2) additional periods of five (5) years each (the "Extension Term"), the first extension option commencing on April 1, 2011, and the second extension option commencing on April 1, 2016. The Extension Term shall be upon the same terms, covenants, conditions and provisions as are in effect as of the Expiration Date of the Initial Lease Term, and annual Rental Rate during the Extension Terms shall be as provided in Paragraph N of the Schedule of Terms for the Extension Term. Tenant's exercise of the first extension option shall be by notice to Landlord at least one hundred eighty (180) days prior to the last day of the Initial Lease Term, and Tenant's exercise of the second extension option shall be by notice to Landlord on or before March 31, 2016 1l. Except as provided above, all other provisions, terms, and conditions of the Lease remain unchanged and continue in full force and effect.
The Parties signed this Amendment on the date set forth opposite their signature. Executed at Glendale. California.
LANDLORD:
NEIGHBORHOOD LEGAL SERVICES OF LOS ANGELES
COUNTY
Dao 4/20 ., 2016.
Dudovitz
Executive Director
• FILES COOLES ACOL RARY ADAMS SCLARE BRARY EASE AMEN* 41. 603) 2" 3-1-15-MIGOCC ILIMINI.
CITY OF GLENDALE
a California charter city and municipal corporatio
5/5
Date: _ 2016.
*Ochoa
City Manager
APPROVED AS TO FORM:
5-3-16
acipal Asustart City Attorney
2 ¿ FLES DOCILESIAGMLIBRARYADAS SUARE UBRARY LEASE MENC=1 (21-16'D 3-31-20) 3-31-16 - NIGA DCC