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GROUND LEASE AGREEMENT
by and between the
CITY OF LANCASTER
as Lessor
and
(YMCA OF METROPOLITAN LOS ANGELES)
as Lessee
IXlCSOC\7S8363v13\22087.0176
GROUND LEASE AGREEMENT
THIS GROUND LEASE AG REE M E N T (the "Lease") is entered into this _ _ day of - = - _ . , . . . - ~ - - : - - " 2003 by and between the CITY OF LANCASTER, a municipal corporation formed under the laws of the State of California ("Lessor"), and YMCA OF METROPOLITAN LOS ANGELES, a California nonprofit corporation ("Lessee").
In consideration of the payments to be made hereunder and the covenants and agreements contained herein, the parties hereto agree as follows:
ARTICLE 1
TERM OF LEASE
1.1 Premises. 'The Lessor is currently the owner of certain real property located in the City of Lancaster (the "Property"). The Property is legally described in the "Legal Description ofthe Property" attached hereto as Attachment No.1, and depicted on the "Map of the Property" which i s attached hereto as Attachment NO.2. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Property upon the terms and conditions expressed herein.
1.2 Reservation. Lessor reserves to itself, its successors, and assigns, together with the right to transfer all or a portion of the same, the non-exclusive right to enter upon the Premises in accordance with any rights of Lessor expressly set forth in this Lease.
1.3 Exceptions to Leasehold Estate. This Lease is made subject to all covenants, conditions, restrictions, reservations, rights, rights-of-way, easements, and all other matters of record or readily apparent upon a visual inspection of the Property affecting the Property or the use thereof as of the date hereof
1.4 Term. The term of this Lease (the "Term") shall constitute (i) an "Initial Term" of up to three (3) years for the development of the plans a nd specifications and obtaining all necessary entitlements for the Lessee Improvements, as contemplated in Section 2.1, plus up to twenty-four (24) months thereafter for the construction of such Improvements; and (ii) a "Base "Term" of for t y five (45) years unless sooner terminated, as provided in Section 11.2. The Initial Term shall commence upon execution of this Lease by both parties hereto (the "Term Commencement Date") and shall expire, and the Base Term shall commence, on the date a certificate of occupancy, or a temporary certificate of occupancy, is issued for the Lessee Improvements by the appropriate governmental authorities entitling Lessee to operate the Lessee Improvements for the purposes contemplated hereunder; provided, however, that if the commencement date for the Base Term shall be other than the first day of a calendar month, then the Base Term shall be forty-five (45) years p l us the number of days between the commencement date and the first day of the first full calendar month following such commencement date. Upon the request of either party, Lessor and Lessee shall execute one or more memoranda, in recordable form, memorializing the date of the Term Commencement Date and/or the commencement of the Base Term. The Lessor agrees to consider proposed extensions of the Term which may be made by Lessee at any time during or after the thirty"fifth (35th) year of the Term.
I
DOCSOCl7l8363v14122087.0176
1.5 Date of Lease and Legal Effect. The terms, covenants a nd conditions of this Lease shall become legally binding on the Tenn Commencement Date unless the context requires otherwise.
ARTICLE 2
C ONS TR U c nON AND OWNERSHIP OF IMPROVEMENTS
2.1 Constmction of Improvements. Lessor's agreement to enter into this Lease is contingent upon Lessee's agreement to construct or have constructed certain improvements on the Property. Pursuant to the provisions of this · Section 2.1, the improvements to be constructed on the Property are described in Section A of Attachment No.4 hereto (the "Scope of Development"), and are hereinafter referred to as the "Lessee Improvements". The Property, together with the Lessee Improvements, is hereafter referred to as the Premises. Lessee shall complete the plans and specifications and obtain the necessary entitlements for the Lessee Improvements and shall commence construction of the Lessee Improvements within three (3) years following the T e nn Commencement Date, and shall complete construction of the ~ e s s e e Improvements within twenty four (24) months thereafter. If Lessee fails to commence construction, or complete construction, of the Lessee Improvements within the respective time frames set forth above, this Lease shall tenninate effective as of the receipt by Lessor or Lessee of a notice from Lessee or Lessor to that effect and neither party shall have any further obligation to the other hereunder; provided, however, that Lessee shall, if requested to do so by Lessor, execute in recordable fonn a memorandum of tennination of Lease. The Lessee Improvements shall be planned, designed, and constructed at no cost to Lessor. Subject to the limitations on use set fqrth in Section 4.1, Lessee may, at the sole cost of Lessee, modify the Lessee Improvements.
2.2 Ownership of Lessee Improvements. During the entire Term of this Lease, the Lessee Improvements and all trade fixtures, furniture and equipment (collectively, "FF&E") that are made, constructed or placed in or on the Premises by Lessee, and all changes, alterations, improvements and additions thereto, shall be owned by and shall be the property of Lessee. All costs associated with the making, constructing or planning of the Lessee Improvements on the Premises shall be borne by the Lessee.
Upon termination of this Lease, the Lessee Improvements shall be owned and shall, without compensation to Lessee, become the property of the Lessor, free and clear of all liens, claims, or encumbrances, including any claims of Lessee or mortgages or trust deeds. Lessee shall have the right but not the obligation to remove, at Lessee's sole cost and expense, all FF&E on the Premises upon tennination of this Lease. In the event that Lessee removes a ny FF&E, Lessee shall be responsible for the cost of any repairs or restoration of to the Lessee Improvements or the Premises caused by such removal of such FF&E. Lessee shall not otherwise be responsible for the condition of the Lessee Improvements as of the expiration of the Tenn.
2.3 Parking. Lessee shall be entitled to use the real property adjacent to the Premises (the "Parking Area") for parking as described in Section B of the Scope of Development. The Parking Area shall be owned by Lessor and shall be available for joint use i n connection with the Lessee Improvements, Lancaster City Park a nd such other neighboring uses as Lessor detennines. Prior to completion of the Lessee Improvements, Lessor and Lessee shall enter into a Parking
2 DOCSOC \ 758363vI4122087,0176
Agreement in substantially the for m of Attachment No.5 which shall govern Lessee's right t o use of the Parking Area
2.4 Mechanic's Lien. In constructing the Lessee Improvements, Lessee shall comply with the provisions of Section 6.1 (c) hereof.
ARTICLE 3
RENT
3.1 Rent. Lessee agrees to pay Lessor the sum of One Dollar ($1.00) per year as annual rent (the "Rent") throughout the Term of this Lease. Rent shall be payable on the Term Commencement Date, or the first day of the first month following the Term Commencement Date in the event the Term Commencement Date does not occur on the first day of a month, and on each anniversary thereof throughout the Term. The parties hereto have agreed and determined that the Re n t , .provided for herein, is the fair rent for the Property. In making such determination consideration has been given to the value of the Property, the costs of designing and constructing the Lessee Improvements, the amount of the state grant (DPR Project Number: GF-19-044 YMCA/Lancaster City Park) (the "Grant"), which shall be credited to the payment of all development impact fees payable to the City, the uses and purposes which will be served by the Premises and the benefit therefrom which will accrue to the parties to this Lease and the general public by reason of such uses of the Premises. The parties agree that the retention of the Grant by the City and the reduction of the rent payable by Lessee increases the funds available to Lessee for design and construction of the Lessee Improvements. The parties further agree that to the extent the amount of the Grant exceeds the amount of the development impact fees, the excess shall be disbursed to Lessee to further reduce the cost of design and construction of the Lessee Improvements.
3.2 Additional Charges. Lessor and Lessee intend that this Lease be a so called "triple net" lease, and that except as expressly provided herein all costs, expenses and obligations with respect to the Premises during the Term shall be borne by Lessee and not by Lessor. Additional Rent shall include, without limitation: (i) the payment of all taxes and assessments, including without limitation those taxes (whether characterized as possessory interest taxes or otherwise) described in Article IS, which become due and owing during the Term (provided that Lessee shall not hereby be precluded from applying for or obtaining any applicable exemption from property tax); (ii) an amount equal to one hundred fifteen percent (1l5%) of the amounts paid by Lessor for insurance premiums or costs to repair and maintain the Premises upon the failure by Lessee to timely and fully provide such insurance and maintenance; (iii) all utilities, including without limitation, sewer, water, electrical, gas, waste disposal, and telephone charges; and (iv) any other charges payable to Lessor or other persons or entities pursuant to this Lease.
3.3 Timing of Payments. Except as otherwise provided in this Lease, all sums of money or charges whatsoever required to be paid by Lessee to Lessor under this Lease other than Rent shall be due and payable upon receipt by Lessee of notice of such payment obligation from any governmental agency responsible therefor or with jurisdiction thereon, or fifteen (IS) days after receipt of demand from Lessor, presented in writing by certified mail, without any deductions or offsets whatsoever. Lessor shall have no obligation t o bill Lessee for annual Rent. Lessee's failure 3 llOCSOC\7S8363v14122087.0176
to pay any such amounts or charges when due shan carry with it the same consequences as Lessee's failure to pay Rent and all such amounts shall be deemed to be "Additional Rent." 3,4 Place of Payment; La t e Payments, Lessee agrees to pay the Rent and Additional Rent due to Lessor hereunder to Lessor's Finance Department at 44933 North Fern Avenue, Lancaster, California 93534, payable to Lessor or to such other person and/or at such other location as Lessor may from time to time designate in writing. An payments shall be made by cashier's check or money order, in lawful money of the United States. All payments requiring proration shall b e prorated on a daily basis.
3.5 Subsidies, In addition to the Rent provided above, the Lessee agrees to provide subsidies for the benefit of families and individuals who are unable to pay the full membership fee.
Such subsidies shall include partial or full waivers of such fees in an armual amount which will equal $190,000 by the third year of operation and each year thereafter. Lessee agrees to continue such subsidies throughout the Base Term to the extent of funds available for such purpose.
A RT I CLE 4
USE OF P RE MIS E S AND COMPLIANCE WITH LAW
4.1 Permitted Uses. The Premises shall be used solely for the purpose of constructing and operating, in accordance with the terms hereof, a facility designed to accommodate supervised _ _ _ _ recreational activities program for the general public. These programs may include, without limitation. baskethall, racquetball, swimming, exercise classes and programs, community meetings and other types of recreational uses.
Lessee, at Lessee's expense, shall promptly comply with all general and non-discriminatory, present and future laws, ordinances, orders, rules, regulations and requirements (collectively, "Governmental Requirements") of all governmental authorities having jurisdiction over the Premises or the cleanliness, safety, occupancy and use of the same, whether or not any such Governmental Requirements are substantial, foreseen or unforeseen, ordinary or extraordinary or shall necessitate structural changes of the Lessee Improvements or interfere with the use and enjoyment of the Premises. If any governmental license or permit shall be required for the proper and lawful operation of the Lessee Improvements, Lessee shall procure and thereafter main t ain such license or permit at its sole cost and expense throughout the Term hereof, and shall submit the same for inspection by Lessor upon issuance and thereafter upon demand by Lessor.
4.2 Nondiscrimination. This Lease is subject to and all leases or contracts pertaining to the Premises made by Lessee shall contain substantially the following nondiscrimination/nonsegregation clauses:
(a) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"There shall b e no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion. sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, 4 I X > C S O C \ 7 ~ 8 3 6 3 v I 4 1 2 2 0 8 7 . 0 176
occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (b) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises."
4.3 Management. Lessee shall manage or cause the Premises to be managed in a prudent and business-like manner, consistent with the management of other recreational and exercise facilities operated under the supervision of Lessee i n Los Angeles County, California
4.4 Only Lawful Uses Permitted. Lessee shall not use the Premises for any purpose that is in violation of any Government requirement. Furthermore, Lessee shall not maintain or commit any nuisance or unlawful conduct (as now or hereafter defined by any applicable statutory or decisional law) on the Premises, or any part thereof.
ARTICLE 5
PAYMENT OF EXPENSES
Lessee shall pay all of the costs and expenses incurred in the construction, operation, management and maintenance of the Premises; including the Lessee Improvements.
ARTICLE 6
MAINTENANCE OF LEASED PREMISES
6.1 Lessee's Obligations for Maintenance.
(a) Lessee's Obligations. Lessee, at Lessee's expense and at no cost to Lessor, shall (i) maintain in good order, condition, quality, and repair, the Premises and every part thereof and any and all appurtenances thereto wherever located, and (ii) subject to the provisions of Article 9, perform all repairs, replacements, renewals and restorations, ordinary and extraordinary, foreseen and unforeseen, including but not limited to, repairs, replacements, renewals and restorations caused by flood damage, earthquake damage or other environmental conditions. Lessee agrees that Lessor shall not b e required to perform any maintenance, repairs, or services or to assume any expense in conjunction with the Premises. Lessee hereby waives all rights to make repairs or to cause any work to be perfonned at the expense of Lessor as provided in Section 1941 and 1942 of the California Civil Code.
5 I l OCSOC \ 7S8363vI4122087.0176
Lessee shall also maintain the grounds on the Premises including all landscaped areas and parking areas. Lessee shall be responsible for the removal of all trash and debris on the Premises whether generated by Lessee's maintenance of the grounds or not.
If Lessee wishes to make any alterations (including additions) to the Premises, including the Lessee Improvements following completion thereof which would result i n a change i n use of the Premises permitted by this Lease or materially decrease the value of the Premises, including the Lessee Improvements or materially change the external structure or appearance of the Lessee Improvements, Lessee shall submit to Lessor for its approval documentation which describes the desired alterations, including floor plans, building elevations, building materials and components, samples of proposed exterior building materials, and the like.
Lessor shall review such submitted materials and may request such additional information, as Lessor reasonably deems necessary to determine whether or not to allow such repair or alteration. Lessor shall approve or disapprove the alteration within a reasonable period of time not to exceed thirty (30) days after receipt by Lessor from Lessee of all necessary documents and information relating to such alterations and such approval shall not be unreasonably withheld or delayed; provided, however, that the proposed alteration, shall not, in Lessor's reasonable judgment, impair or diminish the value or structural integrity of the Lessee Improvements, or be in disharmony with neighboring uses, and further provided that Lessee shall, prior to the commencement of such alteration, provide evidence to Lessor consistent with Section 7 hereof, that Lessee has obtained any increased insurance coverage required as a result of such alteration.
(b) S ta nd a rd of Maintenance. Lessee shall keep and maintain the Premises, including the Lessee Improvements in a condition comparable to the facilities owned by Lessor in Lancaster City Park, including the Stanley Kleiner Community Center. (c) Liens. Lessee shall keep the Premises and all portions thereof free from any and all liens arising out of any work performed, materials furnished or obligations incurred by or for Lessee, and shall cause to be discharged of record any mechanic's or materialmen's lien within sixty (60) days after such lien has been filed. Notwithstanding the foregoing, Lessee shall have the right to contest any claim or lien which Lessee disputes in good faith. Lessee shall give Lessor written notice of any proposed alteration requiring notice pursuant to paragraph (a) of this Section 6.1, and shall obtain Lessor's approval thereof prior to commencing or causing to be commenced any work on the Premises to allow Lessor 'a reasonable opportunity to file and post notices of non- responsibility for Lessee's work. Lessor's consent to any work may, if Lessor reasonably requires same, be conditional upon Lessee posting labor and material and completion bonds in amounts as may be necessary to cover the anticipated cost of such work and potential overruns.
Lessee shall reimburse Lessor for any and all reasonable costs and expenses which may be incurred by Lessor by reason of the filing of any such liens and Lessee's failure to remove the same when they are not being contested by Lessee, such reimbursement to be made within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the amount of the costs and expenses. '
(d) Lessor's Substitute Performance. In the event Lessee fails, refuses or neglects to commence and complete promptly and adequately any required repairs or maintenance of the Lessee Improvements, to remove any lien, to pay any cost or expense relating to such matters, or to otherwise perform any act or fulfill any obligation required of Lessee pursuant to this Section 6.1, 6 DOCSOC \ 758363v14 \ 22087.0176
Lessor may, after thirty (30) day's written notice to Lessee, but shall not be required to, make or complete any s u ~ h repairs, remove such lien, or pay such cost and expense, and Lessee shall reimburse Lessor for all costs and expenses of Lessor reasonably thereby incurred within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the amount of such costs and expenses which shall be deemed to be Additional Rent and subject to the same consequences as herein provided for failure to pay Rent. If reasonably possible under the circumstances, Lessor shall give Lessee written notice thirty (30) days prior to commencement of any substitute performance. Lessor's rights and remedies pursuant to this subsection (d) shall be in addition to any and all other rights and remedies provided under this Lease or at law.
6.2 Environmental Matters.
(a) Definitions. For the purposes of this Lease, unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:
(1 ) The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the County of Los Angeles, the State of California, regional governmental authority or the United States Government, .including, but not limited to, any material or substance which is (i) defined as a "hazardous w a s te ," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) 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 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (2) The term "Hazardous Materials Contamination" shall mean the contamination of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Premises by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, . air or other elements on, in or of any other property as a result of Hazardous Materials emanating from the Premises after the Term Commencement Date. (b) Site Evaluation. Lessee assumes any and all responsibility and Liabilities (as defined in Section 6.2(c)) for all Hazardous Materials Contamination of the Premises which occurs during the Term of this Lease. Lessor shall remain responsible for all Hazardous Materials contamination currently located on or under the Property. 7 D O C S O C \ 7 ~ 8 3 6 3 v I 4 \ 2 2 0 8 7 . 0 176
(c) Indemnification; Lessee's Indemnity. Lessee shall save, protect, defend, indemnifY and hold harmless Lessor and its officers, officials, employees, and agents from and against any and all liabilities, suits, actions, claims, demands, damages (including, without limitation, penalties, fines a nd monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, reasonable attorneys' fees and remedial a nd response costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which ma y hereafter be incurred or suffered by Lessor and its officers, officials, employees, or agents by reason of, resulting from, in connection with, or arising i n a ny manner whatsoever as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Premises of any Hazardous Materials or Hazardous Materials Contamination after the commencement of this Lease, including a ny Liabilities incurred under any Governmental Requirements relating to such Hazardous Materials or Hazardous Materials Contamination; but excluding, however, a ny Liabilities by reason of, resulting from, in connection with, or arising in any manner whatsoever as a direct or indirect result of the presence on or under the Premises, of any Hazardous Materials or Hazardous Materials Contamination in existence as of the date hereof. Lessee's obligations under this Section 6.2(c) shall survive the expiration of this Lease. (d) Duty to Prevent Hazardous Material Contamination. Lessee shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment. Such precautions shall include compliance with all Govemmental Requirements with respect to Hazardous Materials. In addition, Lessee shall install and utilize such equipment and implement and adhere to such procedures as are consistent with the standards generally applied by health clubs and facilities i n Los Angeles County, California as respects the disclosure, storage, use, removal, and disposal of Hazardous Materials.
(e) Obligation of Lessee to Remediate Premises. Notwithstanding the obligation of Lessee to indemnifY Lessor pursuant to Section 6.2(c) of this Lease, Lessee shall, at its sole cost and expense, promptly take (i) all actions required by any federal, state, regional, or local governmental agency or political subdivision or a ny Governmental Requirements and (ii) all actions necessary to make full economic use of the Premises for the purposes contemplated by this Lease, which requirements or necessity arise from the escape, leakage, seepage, spillage, discharge emission or release from the Premises of any Hazardous Materials or Hazardous Materials Contamination occurring during the Term; but nothing contained herein shall require Lessee to take any actions on account of any escape, leakage, seepage, spillage, discharge, emission or release from the Premises of any Hazardous Materials or Hazardous Materials Contamination in existence as of the date hereof.
Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Lessee shall take all actions necessary to promptly restore the Premises to an environmentally sound condition for the uses contemplated by this' Lease notwithstanding any lesser standard of remediation allowable under applicable Governmental Requirements.
(I) Storage or Handling of Hazardous Materials. Lessee, at its sole cost and expense, shall comply with all Governmental Requirements for the storage, use, transportation, handling and disposal of Hazardous Materials on or about the Premises. In the event Lessee does store, use, transport, handle or dispose of any Hazardous Materials, Lessee shall no ti fY Lessor i n writing at least ten (10) days prior to their first appearance on the Premises and Lessee's failure to do so shall constitute a material default under this Lease. Lessee shall conduct all monitoring activities
8 DOCSOC \ 7S8363vI4122087.0176
required or prescribed by applicable Governmental Requirements, and shall, at its sole cost and expense, comply with all posting requirements of Proposition 65 or any other similarly enacted Governmental Requirements. In addition, in the event of any complaint or governmental inquiry, or if otherwise deemed necessary by Lessor in its reasonable judgment, Lessor may require Lessee, at Lessee's sole cost and expense, to conduct specific monitoring or testing activities with respect to Hazardous Materials on the Premises caused by Lessee. Lessee's monitoring programs shall be in compliance with applicable Governmental Requirements, and any program related to the specific monitoring of or testing for Hazardous Materials on the Premises, shall be satisfactory to Lessor, in Lessor's reasonable discretion. Lessee shall further be solely responsible, and shall reimburse Lessor, for all costs and expenses incurred by Lessor arising out of or connected with the removal, clean-up and/or restoration work and materials necessary to return the Premises and any property adjacent to the Premises affected by Hazardous Materials emanating from the Premises during the Term to their condition existing at the Term Commencement Date. Lessee's obligations hereunder shall survive the termination of this Lease.
(g) Environmental Inquiries. Lessee shall notify Lessor, and provide to Lessor a copy or copies, of the following environmental permits, disclosures, applications, entitlements or inquiries relating to the Premises: notices of violation, notices to comply, citations, inquiries, clean up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements, and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials, and Lessee shall report to Lessor,.as soon as possible after each incident, any unusual, potentially important incidents.
In the event of a release of any Hazardous Materials into the environment, Lessee shall, as soon as possible after the release, furnish to Lessor a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of Lessor, Lessee shall furnish to Lessor a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Premises including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential.
ARTICLE 7
INSURANCE AND IND E MNI T Y
7.1 Lessee's Insurance.
(a) Types. Lessee, at no cost or expense t o Lessor, shall procure and keep in full force and effect or cause to be procured and kept in full force and effect throughout the Term, for the mutual benefit of Lessor and Lessee, insurance policies meeting the minimum requirements set forth below:
(l) Comprehensive general liability insurance in the amount of Two Million Dollars ($2,000,000) combined single limit policy, written on an "occurrence" form and providing bodily injury and property damage liability coverage, subject to a combined single limit of Two Million Dollars ($2,000,000) per 09currence for all insureds. The coverage will include contractual, contractors' protective, products and completed operations coverage including broad form property damage and personal injury liability coverage. 9 !X l CSOC \ 7S8363v 14122087.0 176
a s
(2) Workers' compensation insurance as required by law. (3) Insurance against loss or damage to the Lessee Improvements from fire, lightning, extended coverage, vandalism and malicious mischief, and such other additional perils, hazards and risks as now are or ma y be included in standard "all risk" fonns in general use in Los Angeles County, California, for an amount equal to not less than the full current actual replacement cost thereof, i.e., such insurance to contain a replacement cost endorsement. (b) Standard. All policies of insurance required to be carried by Lessee under this Lease shall be written by responsible and solvent insurance companies authorized to do business in the State of California Any such insurance required of Lessee hereunder ma y be furnished by Lessee under any blanket policy carried by it or under a separate policy therefor. A copy of each paid-up policy evidencing such insurance (appropriately authenticated by the insurer) or a certificate of the insurer or its authorized agent, certifYing that such policy has been issued, providing the coverage required by this Section and containing p r o v i ~ i o n s specified herein, shall b e delivered to Lessor prior to the date Lessee is given the right of possession of the Premises or Lessor may otherwise reasonably require, and upon renewals, not less than five (5) business days prior to the expiration of such coverage. Lessor may, at a ny time, and from time to time, inspect and/or copy any and all insurance policies required to be procured by Lessee hereunder. In no event shall the limits of a ny policy be considered as limiting the liability of Lessee under this Lease. (c) Specific Provisions in Policy. Each policy evidencing insurance required to be carried by Lessee pursuant to this Article shall contain provisions that (a) name the Lessor and its officers, employees and agents as 'additional insureds; (b) provide that the insurer will not cancel, non-renew, or materially change the coverage or deductible provided in such policy without first giving Lessor thirty (30) days' prior written notice, except in the case of nonpayment of premium in which event ten (10) days' written notice shall be given to Lessor; (c) provide that such coverage is primary and not contributing with a ny insurance obtained or maintained by Lessor; and (d) provide a waiver of subrogation for benefit of Lessor.
(d) Lessor's Substitute Performance. In the event that Lessee fails to procure, maintain and/or pay for at the times a nd for the durations specified in this Section 7.1, any insurance required by this Section, Lessor may (but without obligation to do so) at a ny time or from time to time, after thirty (30) days written notice to Lessee, procure such insurance a nd pay the premiums therefor, in which event Lessee shall repay Lessor all sums so paid by Lessor together with interest thereon as provided elsewhere herein, within fifteen (15) days following Lessor's written demand to Lessee for such payment.
(e) Review and Modification of Minimum Coverages. Lessee and Lessor shall periodically review the coverages provided for in Section 7.1(a), but not more frequently than every five (5) years, and Lessee agrees to mod i fY such coverage to provide coverage comparable to that required to be carried by owner/lessors of comparable facilities as reasonably required by Lessor based on the advice of an insurance consultant hired by the Lessor. Lessee agrees to provide such additional insurance within thirty (30) days of the receipt of written notice from the Lessor.
7.2 Covenant to Indemnify and Hold H a m le ss. Lessor, its officers, agents and employees shall not be deemed to assume a ny liability for the acts or omissions of Lessee or any of its officers, agents or employees. Lessee agrees to indemnifY, defend and hold harmless the Lessor 10 IXlCSOC\7l8363vI4\22087.0176
and each member of its City Council and every officer, employee, and agent of each entity from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with the Lessee's use of the Premises, as set forth i n Section 4.1, above, or arising from or connected with the Lessee's maintenance of the Premises and the Lessee Improvements, as set forth in Section 6.1, above, except liabilities, expenses, costs and claims arising solely out of the negligence or willful misconduct of any entity or person in whose favor the foregoing indemnity and hold harmless provision would otherwise run.
7.3 Insurance Proceeds Resulting from Loss or Damage t o Improvements. A ll proceeds of insurance with respect to loss or damage to the Premises during the term of this Lease shall be payable, under the provisions of the policy of insurance, to Lessee, and said proceeds shall constitute a trust fund to be used for the restoration, repair and rebuilding of the Lessee Improvements in accordance with plans and specifications approved in writing by Lessor, which such consent shall not be unreasonably withheld and shall be granted or withheld in accordance with the applicable provisions of Articles 6 and 9. To the extent that such proceeds exceed the cost of such restoration, repair or rebuilding, then such proceeds shall be retained by the party that purchased the insurance.
In the event this Lease is terminated by mutual agreement of Lessor and Lessee and said Lessee Improvements are not restored, repaired or rebuilt, the insurance proceeds shall be jointly retained by Lessor and Lessee and shall b e applied first to any payments due under this Lease from Lessee t o Lessor, second to restore the Premises to their original condition and to a neat and clean condition, and finally any excess shall be apportioned between Lessee and Lessor as their interests may appear. The value of each interest for the purpose of apportioning excess proceeds under this Section 7.3 shall be the fair market value of such interests immediately prior to the occurrence of the damage or destruction.
ARTICLES
U T I L I T Y CHARGES
Lessee shall pay all charges for gas, water, sewer, electricity, telephone and other utility services used on or in the Premises including, without limitation, all standby, hookup, or other charges associated with bringing utilities to the Lessee Improvements. I f any such charges are not paid when due, Lessor may pay the same after giving Lessee thirty (30) days prior written notice, and any amount so paid by Lessor, together with interest thereon as elsewhere provided herein, shall thereupon become immediately due to Lessor from Lessee as Additional Rent.
ARTICLE 9
CASUAL T V LOSS AND RESTORATION
9.1 Non-Termination, Except as specifically provided in Section 9.2, no destruction or damage to the Lessee Improvements or the Premises, whether insured or uninsured, shall entitle Lessor or Lessee to terminate this Lease.
11 DOCSOC\7S8363vI4122087.0176
9.2 Re p ai r of Damage. I f the Lessee Improvements shall · be totally or partially destroyed or rendered wholly untenantable by fire or other casualty required to be insured against by Lessee, Lessee shall promptly endeavor with due diligence to obtain insurance proceeds and take all steps necessary to begin the repair, reconstruction or replacement of the Lessee improvements and, immediately upon receipt of su c h insurance proceeds, promptly and diligently commence and complete the repair or replacement of the Lessee Improvements to substantially the same condition as required to be maintained under this Lease. Lessee shall complete the repair, reconstruction or replacement of the Lessee Improvements as soon as possible so that Lessee may continue in occupancy. During any period of repair, Lessee shall continue or cause the continuation of, the operation of the Lessee Improvements to the extent reasonably practicable from the standpoint of prudent business management.
Notwithstanding the above, (i) Lessee shall not be obligated to reconstruct, restore or repair the Lessee Improvements during the last year of the Term or at any earlier time if the cost thereof, as estimated by Lessee in good faith, exceeds the product of the number of years remaining in the Term and $50,000; and (ii) Lessee is not required to obtain earthquake or flood coverage insurance and shall not be obligated to reconstruct, restore, or repair the Lessee Improvements following damage sustained due to an earthquake or flood unless (a) such damage is covered by other provisions of its insurance policy (i.e. fire), or (b) such repair, reconstruction or replacement can be accomplished at a cost to Lessee of te n percent (10%) or less of the fair market value of the Lessee Improvements.
ARTICLE 10
ASSIGNMENT AND SUBLETTING
10.1 Limitations on Assignment and Subletting
Lessee shall not, either voluntarily or by operation of law, assign, sell, sublet or otherwise transfer all or any part of Lessee's leasehold estate hereunder, or permit all or part of the Premises or Lessee Improvements to be occupied by anyone other than Lessee, Lessee's employees or invitees, any of which is (hereinafter referred to as a "Transfer"), without Lessor's prior written consent which consent shall not be unreasonably withheld or delayed. No Transfer, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, i n bankruptcy, or otherwise, shall be valid or effective without such prior written consent, and at Lessor's election, shall constitute a default.
10.2 Lessee Remains Obligated. No Transfer, even with the consent of Lessor, shall relieve Lessee of its obligations hereunder. The acceptance by Lessor of any payment due hereunder from any person or entity other than Lessee shall not be construed as a waiver by Lessor of any provision of this Lease or as consent to any assignment or subletting. Consent by Lessor to an assignment of this Lease or to a subletting of the Premises shall not operate as a waiver or estoppel to the future enforcement by Lessor of its rights pursuant to this Lease.
10.3 Exceptions to Limitations. Notwithstanding any provision herein to the contrary, no consent shall be required to a Transfer to any successor to Lessor or to any entity who succeeds to substantially all of the assets and business of Lessee or to any local entity formed for the purposes of operating the Lessee Improvements.
12 DOCSOC \ 758363v14 \ 22087.0176
ARTICLE 11
, DEFAULT
11.1 Events of Default. The word "default," as used in this Section 11.1, shall mean and include anyone or more of the following events or occurrences:
(a) The failure by Lessee to make any payment of Rent, Additional Rent or other payment required to be made by Lessee hereunder, when due and the continuance of such failure for a period of fifteen (15) days after Lessor has given Lessee written notice specifying the same; (b) The failure of Lessee to perform any term, condition, covenant or agreement of this Lease, excluding the payment of Rent, and the continuation of such failure for a period of thirty (30) days after Lessor shall have given Lessee written notice specifying the same, or in the case of a situation in which the default cannot reasonably be cured within thirty (30) d a ys, if Lessee shall not promptly, within thirty (30) days after receipt of such notice, commence to remedy the situation, and diligently pursue the same to completion;
(c) The abandonment by Lessee of the Premises or a substantial portion thereof; (d) Lessee's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged a bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless i n the case of an involuntary petition, the same is dismissed within ninety (90) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for ninety (90) consecutive days a ny attachment, levy, execution or seizure of all or a substantial portion of Lessee's assets or of Lessee's interest in this Lease.
11.2 Remedies. In the event of any default as described in Section 11.1 which default has not been timely cured, Lessor may, at its option:
(1) Correct or cause to be corrected said default a nd charge the costs thereof (including costs incurred by Lessor i n enforcing this provision) to the account of Lessee, which charge shall be due and payable within thirty (30) days after presentation by Lessor of a statement of all or part of said costs;
(2) Correct or cause to be corrected said default and pay the costs thereof (including costs incurred by Lessor in enforcing this provision) from the proceeds of any insurance; (3) Exercise its right to maintain any and all actions at law or suits i n equity to compel Lessee to correct or cause to be corrected said default; (4) Have a receiver appointed to take possession of Lessee's interest in the Premises and the Lessee Improvements, with power in said receiver to administer Lessee's interest in the Premises and the Lessee Improvements, to collect all funds available to Lessee i n connection with its operation and maintenance of the Premises and the Lessee Improvements; and to perform all other consistent with Lessee's obligation under this Lease as the court deems proper; 13 DOCSOC\7S8363vI4\22087.0176
(5) Maintain and operate the Premises and the Lessee Improvements, without terminating this Lease; or
(6) Terminate this Lease by written notice to Lessee of its intention to do so.
11.3 R i gh t of Lessor in the Event of Termination of Lease. Upon termination of this Lease pursuant to Section 11.2, it shall be lawful for Lessor to re-enter and repossess the Premises and the Lessee Improvements and Lessee, in such event, does hereby waive any demand for possession thereof, and agrees to surrender and deliver the Premises and the Lessee Improvements peaceably to Lessor immediately upon such termination in good order, condition and repair, except for reasonable wear and tear. Lessee agrees that upon such termination, title to all the Lessee Improvements on the Premises shall vest in Lessor pursuant to Section 2.2.
Even though Lessee has breached the Lease and abandoned the Premises, this Lease shall continue i n effect for so long as Lessor does not terminate Lessee's right to possession, and Lessor may enforce all of its right and remedies under this Lease, including, but not limited to, the right to recover the Rent and any Additional Rent or other payments as the same shall become due under this Lease. No ejectment, re-entry or other act by or on behalf of Lessor shall constitute a termination unless Lessor gives Lessee notice of termination in writing. , Termination of t his Lease shall not relieve or release Lessee from any obligation incurred pursuant to this Lease prior to the date of such termination. Termination of this Lease shall not relieve Lessee from the obligation to pay any sum due to Lessor or from any claim for damages against Lessee.
11.4 Damages. Should Lessor elect to terminate this Lease pursuant to the provisions of Article 11, Lessor may recover from Lessee, as damages, the following: (a) The worth a t the time of the award of any unpaid Rent which had been earned at the time of the termination, plus (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been eamed after termination until the time of the award exceeds the amount of loss of Rent Lessee proves could have been reasonably avoided, plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rent loss that Lessee proves could be reasonably avoided, plus (d) any other amounts necessary t o compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which, in the ordinary course ofthings, would be likely to result therefrom including, but not limited to, any costs or expenses incurred by Lessor in (i) retaking possession of the Premises and the Lessee Improvements, including reasonable attorneys' fees therefor, (ii) maintaining or preserving the Premises and the Lessee Improvements after default, (iii) preparing the Premises and the Lessee Improvements for reletting to a new tenant, including repairs or alterations to the Premises and the Lessee Improvements, (iv) leasing commissions, or (v) any other costs necessary or appropriate to relet the Premises and the Lessee Improvements, plus (e) at Lessor's election, any other amounts in addition to or i n lieu of the foregoing as may be permitted from time t o time by the law of the State of California.
As used in subparagraphs (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the maximum lawful rate. As used i n subparagraph (c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the
14 IXlCSOC\758363vI4\22087.0176
Federal Reserve Bank situated nearest t o the location of the Site at the time of the award plus one percent (1 %).
11.5 Rights and Remedies are Cumulative. The remedies provided by Article 11 are not exclusive and shall be cumulative to all other rights and remedies possessed by Lessor. The exercise by Lessor of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by Lessee.
11.6 Default by Lessor. Lessor shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Lessee to Lessor specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for its performance, then Lessor shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
11.7 Non-Waiver. No delay or omission of either party t o exercise any right or remedy shall be construed as a waiver of any right or remedy or of any default by the other party hereunder.
The acceptance by Lessor of Rent or any Additional Rent hereunder shall not be a waiver of any preceding breach or default by Lessee of any provision hereof, other than the failure of Lessee to pay the particular Rent accepted, regardless of Lessor's knowledge of such preceding breach or default at the time of acceptance of such rent, or a waiver of Lessor's right to exercise any remedy available to Lessor by virtue of such breach or default. Without limiting the generality of the foregoing, the acceptance of any payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of Lessee or Lessee's estate shall not waive or cure a default under Section 1 1. 1 (d).
11.8 Legal Expenses and Collection Costs. If either party incurs any expense, including actual costs of collection, attorneys' fees, expenses of discovery, preparation for litigation, expert witness fees and litigation expenses and costs, in connection with any action or proceeding instituted by either party by reason of any default or alleged default of the other party hereunder, or any action for declaratory relief, the party prevailing in such action or proceeding shall be entitled to recover such expenses from the other party.
ARTICLE 12
HOLDING OVER
This Lease shall terminate and become null and void without further notice upon the earlier of (i) expiration of the Term herein specified; or (ii) the termination of the Lease pursuant to Article 11, and any holding over by Lessee after such expiration shall not constitute a renewal or extension hereof or give Lessee any rights under this Lease, except when in writing signed by both parties hereto.
15 DOCSOC \ 7S8363v14122087.0176
ARTICLE 13
ACCESS BY LESSOR
During the Term, Lessor and those agents, contractors, servants and employees of Lessor who are identified i n writing t o Lessee shall have the right, after reasonable notice to Lessee of not less than twenty-four (24) hours, except in the case of emergency in which event Lessor shall give notice as reasonably practicable before or after such entry, to enter the Premises during normal business hours (a) t o examine the Premises, to perform any obligation of Lessor provided in this Lease or to exercise any right or remedy reserved to Lessor i n this Lease; (b) to exhibit the Premises to prospective purchasers or mortgagees of Lessor's interest therein; (c) to make such repairs as Lessor may be entitled to make after a default by Lessee under Article 11; and (d) to take all materials into and upon the Premises that may be required in connection with such repairs, provided that any such entry shall be performed in such a manner so as to not unreasonably interfere with Lessee's use of the Premises. I f Lessor exercises its rights of entry in compliance with this Article 13, such entry shall not constitute a constructive or actual eviction of Lessee, in whole or in part, and the Rent shall not abate while any such repairs are being made. If, during the last month of the Term, Lessee shall have removed therefrom all FF&E pursuant tQ Section 2.2, Lessor may immediately enter and alter, renovate and redecorate the Premises without elimination or abatement of Rent and without other compensation and such action shall have no effect upon this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Premises.
ARTICLE 14
QUIET ENJOYMENT
Upon payment by Lessee of the Rents and the Additional Rent, provided herein, and upon the observance and performance of all of the covenants, terms and conditions on the part of Lessee to be performed hereunder, Lessor covenants and warrants that Lessee may peaceably and quietly hold and enjoy the Premises for the Term.
ARTICLE 15
TAXES
Lessee shall be responsible for, and agrees t o pay, prior to delinquency, any and all general or special taxes, assessments, installments of taxes, levies, fees, and other governmental charges of every kind or nature, including without limitation, any possessory interest taxes (hereinafter collectively called "Taxes") levied or assessed by municipal, county, state, federal, or other taxing or assessing authorities or governmental agencies or entities upon, against, or with respect to ( i ) the Premises or any portion thereof; (ii) all FF&E and any other property of any kind owned by Lessee or placed, installed, or located within, upon, or about the Premises for which Lessor might be assessed or which might become a lien on the Premises if not paid by Lessee; (iii) all alterations, additions, and improvements of whatsoever kind or nature, if any, made to the Premises; (iv) rentals or other charges payable by Lessee to Lessor (other than state and federal income taxes applicable to Lessor); and (v) any other interest in the Premises (including the leasehold interest created by this Lease), irrespective of whether any of the items described in clauses (i) through (v) above are
16 DOCSOC\758363v14122087.0176
assessed against real or personal property, and irrespective of whether any of such items are assessed to or against Lessor, Lessee or any other person.
Pursuant to Health and Safety Code Section 33673, the Premises are required to be assessed and taxed i n the same manner as privately owned property. The Lessee shall pay taxes upon the entire property and not merely the assessed value of its leasehold interest. Lessor will provide notice to the Los Angeles County Assessor as required by Health and Safety Code Section 33673.1 within thirty (30) days of the commencement of the Base Term; provided that the failure to do so by Lessor, shall not be deemed to constitute a default by Lessor. Lessee shall payor cause to be paid, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes which may be levied against any and all interests in the Premises and any improvements thereto during the Term, and not merely the assessed value of the leasehold interest in the Premises; provided, however, that Lessee may apply for and receive any applicable exemption from the payment of property taxes and assessments.
Without limiting the foregoing, Lessor and Lessee hereby acknowledge the provisions of Revenue and Taxation Code Section 107.6, and Lessee hereby acknowledges t h at it has been fully informed by Lessor that the property interest created by this Lease may be subject to property taxation, and further Lessee agrees that such interest is subject to taxation, that Lessee shall be solely responsible for the payment of such t a x e ~ throughout the Term. Lessee hereby waives any right it may have to seek damages from Lessor pursuant to Section 107.6(b).
ARTICLE 16
FORCE MAJEURE
In the event the performance by either party of any of its obligations hereunder is delayed by reason of the act or neglect of the other party or its employees or agents, act of God, stormy or inclement weather, flood, drought, water shortage or curtailment of water deliveries, legal action brought by a third party contesting the validity or implementation of this Lease, strike, labor dispute, boycott, lockout or other like defensive action by such party, inability to obtain labor or materials, governmental restrictions, riot, insurrection, war, catastrophe, casualty, act of the public enemy, or any other cause, whether similar or dissimilar, beyond the reasonable control ofthe party from whom such performance is due ("unavoidable delays"), the period for the commencement or completion thereof shall be extended for a period equal to the period during which performance is so delayed.
ARTICLE 17
MISCELLANEOUS
17.1 Waiver. The waiver by either Lessor or Lessee of any breach of any term, condition or covenant contained herein shall not be deemed a waiver of such term, condition or covenant or any subsequent breach of the same or any other term, condition or covenant contained herein.
17.2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either Lessor or Lessee to the other shall be deemed to have been given when in writing and personally delivered (and a receipt therefor is obtained) or sent by overnight courier (e.g. Federal Express) on the date of delivery as confirmed by such courier
17 DOCSOC\7S8363vI4\22087.0176
service, or if mailed on the fifth (5th) day after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested and addressed to the respective parties at their addresses set forth below:
To Lessor:
To Lessee:
City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
Attention: City Manager
YMCA of Metropolitan Los Angeles
625 South New Hampshire Avenue
Los Angeles, California 90005-1371
Attention: Doug Grogan
17.3 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of Rent, nor a ny other provision contained herein, nor any acts of the parties herein, shall be deemed to create a ny relationship between the parties hereto other t han the relationship of Lessor and Lessee. No one shall be deemed to be a third party beneficiary of this Lease.
17.4 Accord and Satisfaction. No payment by Lessee or receipt by Lessor of a lesser amount t h a n the Rent or other charges herein stipulated shall be deemed to be other than on account of the earliest due stipulated Rent or other charges, nor shall any endorsement or statement on any check or any letter accompanying a ny check or payment as Rent or other charges be deemed an accord and satisfaction, and Lessor shall accept such check or payment without prejudice to Lessor's right to recover the balance of such Rent or other charges or pursue a ny other remedy in this Lease provided.
17.5 T i me of Essence. Time is hereby expressly declared to be of the essence of this Lease and of each and every term, covenant and condition hereof which relates to a date or period of time.
17.6 Defmition of "Days". The term "days" shall mean calendar days unless otherwise specifically described.
17.7 Remedies Cumulative. The remedies herein given to Lessor and Lessee shall be cumulative and are given without impairing any other rights or remedies given Lessor and Lessee by statute or law now existing or hereafter enacted, and the exercise of anyone (1) remedy by Lessor or Lessee shall not exclude the exercise of a ny other remedy but nothing contained in this Section
17.7 shall expand the remedies granted Lessor under Section 11.2.
17.8 Effect ofInvalidity. If a ny term or provision of this Lease or the application thereof t o any person or circumstances shall, to any extent, b e invalid or unenforceable, the remainder of this Lease, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall, to the extent reasonably practicable, not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the 18 DOCSOC\758363vI4\22087.0176
fullest extent permitted by law, to the extent reasonably practicable. No acquisition by Lessor of all or any of the interest of Lessee i n or t o the Premises or the Lessee Improvements, and no acquisition by Lessee of all or any interest of Lessor in or to the Premises shall constitute or work a merger of the respective interest, unless expressly provided for.
17.9 Successors and Assigns. This Lease and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply t o the successors and assigns of Lessor and to the permitted successors and assigns of Lessee, and all references in this Lease to "Lessee" or "Lessor" shall be deemed t o refer to and include all permitted successors and assigns of such party.
17.10 Entire Agreement. This Lease and the attachments hereto contain the entire agreement of Lessor and Lessee with respect to the matters covered hereby, and no other agreement, statement of promise made by either Lessor or Lessee which is not contained herein, shall be valid or binding. This Lease consists of 21 pages, Exhibit" A" and Attachments No. 1 through No.5, all of which are hereby incorporated by reference. No prior or contemporaneous agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in writing signed by Lessor and Lessee.
17.11 In t eres t on Past-Due Obligations. Any amount due from Lessee to Lessor hereunder which is not paid within fifteen (15) days after written notice that it is due (including, without limitation, amounts due as reimbursement to Lessor for costs incurred by Lessor in performing obligations of Lessee hereunder upon Lessee's failure to so perform) shall bear interest at the rate of ten percent (10%) from the date due until paid, unless otherwise specifically provided herein, but the payment of the interest shall not excuse or cure any default by Lessee under this Lease.
17.12 Execution of Lease; No Option. The submission of this Lease to Lessee shall be for examination purposes only, and does not and shall not constitute a reservation of, or option for Lessee to lease, or otherwise create any interest by Lessee i n the Premises. Execution of this Lease by Lessee and return to Lessor shall not be binding upon Lessor notwithstanding any time interval, until Lessor has in fact executed and delivered this Lease to Lessee.
17.13 Corporate Authority. Each individual executing this Lease on behalf of a public or private corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he is duly authorized t o execute and deliver this Lease on behalf of said corporation, partnership, entity or organization and that this Lease is binding upon same in accordance with its terms. Lessee shall, at Lessor's request, deliver a certified copy of its board of directors resolution or certificate authorizing or evidencing such execution.
17.14 Controlling Law. This Lease shall be governed by and construed in accordance with the laws of the State of California
17.15 Specific Performance. Nothing contained in this Lease shall be coilstrued as or shall have the effect of abridging the right of either Lessor or Lessee to obtain specific performance of any and all of the covenants or obligations of the other party under this Lease. 19 DOCSOC\7l8363v14\22087.0176
17.16 Survival of Indemnities. The obligations of the indemnifying party under each and every indemnification and hold harmless provision contained in the Lease shall survive the expiration or earlier termination of the Lease to and until the last to occur of (a) the last date permitted by law for the bringing of any claim or action with respect to which indemnification may be claimed by the indemnified party against the indemnifying party under such provision or (b) the date on which any claim or action for which indemnification may be claimed under such provision is fully and finally resolved, and, if applicable, any compromise thereof or judgment or award thereon is paid i n full by the indemnifying party and the indemnified party is reimbursed by the indemnifying party for any amounts paid by the indemnified party in compromise thereof or upon judgment or award thereon and in defense of such action or claim, including reasonable attorneys' fees incurred.
17.17 fair meaning.
meaning.
Construction. This lease shall be construed as a whole and in accordance with its Captions and organizations are for convenience and shall not be used in construing
17.18 Lender Provisions. Lessor will enter into such provisions as any first mortgage lender shall reasonably request in order to subordinate this Lease to the lien of such first mortgage; or in the alternative, provide to such lender notice and an opportunity to cure any default by Lessee and the right to succeed to the interests of Lessee under the Lease and assign its rights thereunder, all pursuant to provisions comparable to those set forth in the attached Exhibit" A". /
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20 DOCSOC\7S8363vI4\22087.0176
Y:~
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.
"LESSEE"
YMCA OF METROPOLITAN LOS ANGELES, a
Califo nprofit corporation
B y : - - - - - \ - - I - - - . . 4 . . . : - - = - - - ~ ~ . , _ _ : : : : : _ : : _ - - "LESSOR"
CITY OF LANCASTER, a municipal corporation
ATIEST
DOCSOC \ 7S8363vI4122087.0176
B ~ ~ ~ - - - h O O. . .
21 EXHmIT "A"
LENDER P ROVISIONS
(1) Leasehold Encumbrance. At any time during the Term, Lessee may mortgage, hypothecate, or otherwise encumber (collectively, "Mortgage") Lessee's leasehold estate in the Premises granted under this Lease, and may assign its interest in the Lease as security for any such Mortgage; provided, however, that the loan secured by said Mortgage shall be no greater than eighty percent (80%) of the fair market value of Lessee's interest in the Premises; and provided, further, that Lessee shall, promptly upon any such Mortgage, inform Lessor of the identity of and notice information for such leasehold mortgagee; and provided, further, that such Mortgage shall provide that the mortgagee thereunder be required t o provide Lessor with (i) any notice of default given by such mortgagee to Lessee and (ii) any ~ t h e r notice such mortgagee is required to provide Lessee under the loan documents or applicable law; and provided, further, that such Mortgage shall be at no material cost t o Lessor. (2) Notice of Default to Mortgagee. Lessor, upon providing Lessee any notice of (i) any default under the Lease; (ii) termination of the Lease or (iii) a matter upon which Lessor may predicate a claim of default or a right of termination, shall at the same time notice is provided to Lessee provide a copy of such notice to every leasehold mortgagee. The leasehold mortgagee shall have the same period, after its receipt of such notice, to attempt to remedy any default or acts or omissions which are the subject matter of such notice or to cause the same to be remedied, as is given Lessee after its receipt of such notice. Lessor shall accept such performance by or at the instigation of such leasehold mortgagee as if the same h a d been done by Lessee. Notwithstanding the foregoing, no leasehold mortgagee shall have any obligation to remedy or cure Lessee's default or the acts or omissions which are the subject to Lessor's notice to Lessee. (3) Estoppel Certificates. Lessor shall, without charge, at any time and from time to time hereafter, w it h i n thirty (30) days after written request from Lessee, execute, acknowledge and deliver to any leasehold mortgagee or proposed leasehold mortgagee, or any other person, firm or corporation specified in such request, a statement certifying (i) whether the Lease has been modified or amended and, if so, the substance and manner of such modification or amendment; (ii) the validity, force and effect of the Lease; (iii) the existence of any default under the Lease or the existence of any event or condition which, with the passage of time or the giving of notice or both, would result in the existence of a default under the Lease or give rise to a termination right of Lessor; (iv) the existence of any offsets, counterclaims, or defenses under the Lease on the part of Lessor; (v) the commencement and expiration dates of the Term; (vii) confirmation of any specific requirements under the Lease required to be performed by Lessor; and (vi) any other matters as may reasonably be requested. The statement shall be such that it can be relied upon by any auditor, creditor, commercial banker, investment banker and by any prospective encumbrancer of Lessee's interest under this Lease, and the contents of such certificate shall be binding upon Lessor.
A-I
DOCSOC \ 7S8363vI3122087.0 176
(4) Mortgagee Cooperation with Lessor. Lessee agrees that its loan documents with any leasehold mortgagee shaH provide that, in the event such mortgagee forecloses or otherwise acquires Lessee's interest in the leasehold mortgage, such mortgagee shaH, in addition to the notice obligations established hereunder, cooperate and timely consult with Lessor in selecting the entity or person that w i H operate the Premises foHowing such foreclosure or other acquisition and that any such successor entity or person shall continue to operate the Premises for the purposes provided for in the Lease unless otherwise agreed to in writing by the C it y.
A-2
DOCSOC\758363v13\22087.0176
A T I ' AC HME N T N O . l
LEGAL DESCRIPTION OF PREMISES
BEING A PORTION OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LANCASTER,
COUNTY OF LOS ANGELES, STATE OF C A L IFO R NIA, ACCORDING TO THE OFFICIAL
PLAT OF SAID L AND, LYING EASTERLY, NORTHERLY, AND SOUTHERLY OF THE
ANTELOPE VALLEY FREEWAY AS GRANTED TO THE STATE OF CALIFORNIA BY DEED DATED AUGUST 22, 1968, IN BOOK D-4108 PAGE 445 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE C U RB FACE AT THE SOUTHWEST CORNER OF THE EXISTING PARKING LOT, EAST OF THE STANLEY KLIENER ACTIVITY CE N TER;
THENCE SOUTIIERLY ALONG THE PROLONGATION OF THE CURB FACE OF SAID PARKING LOT, APPROXIMATELY 65 F EET; THENCE WESTERLY ALONG A LINE PERPENDICULAR TO SAID PROLONGATION, 250 FEET, MORE OR LESS, TO THE EASTERLY EDGE OF THE EXISTING SIDEWALK; THENCE NORTHERLY ALONG THE EASTERLY EDGE OF SAID SIDEWALK, APPROXIMATELY 190 FEET; THENCE EASTERLY ALONG A LINE PERPENDICULAR TO SAID SIDEWALK, 250 FEET, MORE OR LESS, TO THE CURB FACE OF SAID EXISTING PARKING LOT; THENCE SOU T H ERL Y ALONG SAID CURB FACE, 125 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
CONTAINS APPROXIMATELY 47,500 SQUARE FEET IN 1.09 ACRES.
Attachment No. 1
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A T fA C HM E N T NO.3
MEMORANDUM OF LEASE
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
CITY OF LANCASTER
44933 N. Fern Avenue
Lancaster, CA 93534
Attn: Citv Clerk
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[Space above line for recorder's use only.)
This document is exempt from the payment o f . r ec ord i ng fee pursuant to Government Code Section 6103 and 27383.
MEMORANDUM OF LEASE
This is a Memorandum ("Memorandum") of Lease as more particularly provided for i n that certain Ground Lease Agreement (the "Lease") entered into on • 2003, by and between the CITY OF LANCASTER, a municipal corporation ("Lessor"), and YMCA OF METROPOLITAN LOS ANGELES, a California nonprofit corporation ("Lessee"), concerning the following described real property (the "Premises") located i n the City of Lancaster, County of Los Angeles, State of California:
BEING A PORTION OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN
THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND,
LYING EASTERLY, NORTHERLY, AND SOUTHERLY OF THE ANTELOPE
VALLEY FREEWAY AS GRANTED TO THE STATE OF CALIFORNIA BY DEED DATED AUGUST 22, 1968, IN BOOK D-4108 PAGE 445 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING A T A POINT ON THE CURB FACE A T THE SOUTHWEST
CORNER OF THE EXISTING PARKING LOT, EAST OF THE STANLEY KLIENER ACTIVITY CENTER; THENCE SOUTHERLY ALONG THE
PROLONGATION OF THE CURB FACE OF SAID PARKING LOT, APPROXIMATELY 65 FEET; THENCE WESTERLY ALONG A LINE PERPENDICULAR TO SAID PROLONGATION, 250 FEET, MORE OR LESS, TO THE EASTERLY EDGE OF THE EXISTING SIDEWALK; THENCE
NORTHERLY ALONG THE EASTERLY EDGE OF SAID SIDEWALK, APPROXIMATELY 190 FEET; THENCE EASTERLY ALONG A LINE PERPENDICULAR TO SAID SIDEW ALI<, 250 FEET, MORE OR LESS, TO THE CURB FACE OF SAID EXISTING PARKING LOT; THENCE SOUTHERLY Attachment No.3
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ALONG SAID CURB FACE, 125 FEET, MORE OR LESS, TO THE POlNT OF BEGINNlNG.
CONTAlNS APPROXIMATELY 47,500 SQUARE FEET IN 1.09 ACRES.
Lessor leases to Lessee and Lessee leases from Lessor a leasehold estate in the Premises on all of the provisions contained in the Lease, which are incorporated herein by this reference. The Lease is on file as a public record with the Lessor at 44933 North Fern Avenue, Lancaster, CalifoT/lia, 93534.
The term of this Lease (the ''Term'') shall constitute (i) an "Initial Term" of up to three (3) years for the development of the plans and specifications and obtaining all necessary entitlements for the Lessee Improvements, as contemplated in Section 2.1, plus up to twenty-four (24) months thereafter for the construction of such Improvements; and (ii) a "Base "Term" of forty-five (45) years unless sooner terminated, as provided in Section 11.2, as more fully set forth in the Lease.
The Lease contains and is subject to, and all leases or contracts made by Lessee shall contain or be subject to, substantially the following nondiscrimination or nonsegregation clauses:
(a) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased."
(b) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference t o the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises."
Attachment NO.3
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This Memorandum is prepared for the purpose of recordation and is not a complete summary of the Lease. Provisions of this Memorandum shall not be used t o interpret t h e provisions of t h e Lease. In t h e event of conflict b et w ee n this Memorandum and t h e provisions of the Lease, t h e provisions of t h e Lease shall control.
" LE SSO R "
CITY OF LANCASTER, a municipal corporation
By: _
JAM E S C. GI LLE Y, City Manager
A TTE S T:
G ER I K. BRYAN, CMC, City Clerk
" LE SS EE "
M ETR OPO L I T AN L OS ANG ELE S, a
a n rofi rpora ti on
By: l - ' - . > , - - . , - _ LARRY
Attachment No.3
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S T A TE OF CALlFORNIA
COUNTY OF LOS ANGELES
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WITNESS my h a nd and official seal.
Signature of Notary
O P TIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATfACBEDDOCUMENT Individual
Corporate Officer
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Attorney-In-Faet
Trustee(s)
Guardian/Conservator
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Genera l
Title Or Type OfDoeumenl
Number Of P ag e s
Date Of Document
Signer is representing:
Name OfPerson(s) Or Entity(ies)
Signer(s) Other Than Named Above
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S T A TE OF CALIFORNIA
COUNTY OF
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O proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity (ies). and that by hislher/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my h a nd and official seal.
Signature of Notary
OPTIONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
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CA P ACI T Y CLAIMED BY SIGNER DESCRIPTION OF ATIACIIED D O CUM E N T Ind i v i du al
Corporate Officer
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Title Or Type,OfDocument
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Signer is representing:
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Signer(s) Other Ttum Named Above
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ATI'ACHMENT NO. 4
SCOPE OF DEVELOPMENT
A. Lessee Improvements
The Lessee Improvements shall be constructed to serve as an additional community center featuring supervised recreational activities and programs for the benefit of the general public. These activities and programs may include, without limitation, basketball, racquetball, exercise classes and programs, community meetings and other types of recreational uses. The Lessee Improvements will consist of a building or integrated buildings containing, in the aggregate, from 27,000 to 40,000 square feet of gross building area and will ultimately (the Lessee Improvements may be developed in phases) include:
Swimming pool(s);
Group exercise room(s);
Machine exercise roorn(s);
Meeting roorn(s);
Locker room(s);
A gymnasium; and
Administrative offices.
Specific uses of the described spaces may change over the years as the needs of kids and families in the community change.
B. Parking Facilities
Attachment No.4
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A TIACHMENT NO.5
PARKING AGREEMENT
WITH YMCA OF METROPOLITAN LOS ANGELES
THIS AGREEMENT is made as of _ _ this day of . 2003, by and between the CITY OF LANCASTER (hereinafter referred to as the "City") and YMCA OF METROPOLITAN LOS ANGELES (hereinafter called "YMCA"). This Agreement is hereinafter referred to as the "Parking Agreement."
RECITALS
A. The City is the owner of the property known as Lancaster City Park ("Park") upon which is located a parking area designated for use by all users of the Park (the "Parking Area").
B. The City and YMCA have entered into a Ground Lease Agreement which provides for the lease of a portion of the Park to YMCA for the purpose of constructing a YMCA facility thereon which will feature supervised recreational activities a nd programs for the benefit of the general public.
C. The City and YMCA desire to enter into this Agreement for the purpose of providing for the joint-use of the Parking Area.
AG REE M E N T
NOW TIffiREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the City and the YMCA hereby agree as follows:
1. Identification of Parking Area. The Parking Area is that certain property owned by the City, as shown on the Site Map attached Exhibit A and incorporated herein by this reference.
The City may from time to time redesignate the area available for parking by written notice to the YMCA; provided, however, that the redesignated area will provide substantially the same number of spaces in substantially the same general proximity to the YMCA facility and the access to such facility shall not be materially diminished by any such redesignation. The City agrees that the joint parking provided by this Agreement satisfies the parking requirements of the Lancaster Municipal Code and that YMCA shall not be required to provide any additional parking for purposes of satisfying any additional parking requirements of the City.
2. Notice and Communications. The principal offices of the Agency and the City are located at Lancaster City Hall, 44933 North Fern Avenue, Lancaster, California 93534. The YMCA offices are identified as 625 Santa New Hampshire Avenue, Los Angeles, California 90005- 1371. All formal notices demands and communications between the City a nd YMCA shall be sufficiently given if delivered personally or dispatched by certified mail, postage prepaid, retum receipt requested, to the principal office of the City and the principal offices of the YMCA as identified above or to such other address that one party may give to the other party in writing.
Attachment No.5
Page l o f 2
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3. Right of Entry. The City hereby grants to YMCA (their contractors, agents and assigns including but not limited to employees, representatives and members of YMCA) the right of entry to the Parking Area. The YMCA shall hold the City harmless from any bodily injury or related damages arising out of such activities by the YMCA or any of its invitees.
4. Nonliabilitv of Officials and Emplovees of the City. No officer, agent or employee of the City shall be personally liable to the YMCA, or any successor in interest, in the event of any default or breach by the City, their officers, agents or employees for any amount which may become due to the YMCA or their successors, as the result of or arising out of any obligations under the terms of this Agreement.
5. Non-Discrimination. The YMCA covenants by and for itself and any successors i n interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Site in accordance with the terms of the Agreement, nor shall the YMCA or any person claiming under or through them establish or permit any such practice or practices of discrimination or segregation with reference to the selection, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land.
6. Severability. In the event that anyone or more of the provisions contained herein or the application thereof circumstances is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all other rights and privileges shall be enforceable to the fullest extent permitted by law.
7. Administration. This Agreement shall be administered and executed by the City's City Manager or his designated representative, who shall have the authority to execute all necessary documents.
8. Counteiparts. This Agreement may be signed i n multiple counterparts which, when signed by all parties, shall constitute a binding agreement.
Attachment No.5
P a g e 2 of2
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12. Other Agreements. This Agreement supersedes any previous agreements, written or oral, entered into between City and YMCA vyith respect to the Parking Area CITY OF LANCASTER, a municipal corporation
By: _
JAMES C. GILLEY, City Manager
AlTEST:
GERl K. BRYAN, CMC, City Clerk
YMCA O~ETROPOLITAN LOS ANGELES, a
Califorrll n r ~ f i t~ a ~
B y . . ~ _ . _
LARRY M. ROSEN, President / CEO
Attachment No.5
P a g e 3 of2
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Table of Contents
A RT I CLE 1
l . l
1.2 1 . 3
1.4 1.5
TER M OF LE AS E I
Premises , 1
Reservation 1
Exceptions t o Leasehold Estate I
Term 1
Date of Lease and Le g al Effect
2 A RT I CLE 2
2.1 2.2
2.3 2.4
A RT I CLE 3
3.1 3.2
3.3 .
3.4 3.5
ARTICLE 4
4.1 4.2
4.3 4.4
ARTICLES
ARTICLE 6
6.1 6.2
ARTICLE 7
7.1 7.2
7.3 ARTICLE 8
ARTICLE 9
9.1 9.2
CONSTRUCTION AND OWNERSHIP OF IMP R OV E M E N T S 2
Construction of Improvements 2
Ownership ofLessee Improvements 2
Parking 2
Mechanic's Lien 3
RENT 3
Rent 3
Additional Charges 3
Timing ofPayments , 3 Place ofPayment; Late Payments 4
Subsidies 4
USE OF PREMISES AND COMPLIANCE WITH LAW 4
Permitted Uses ~ 4
Nondiscrimination 4 Management 5 On l y Lawful Uses Permitted 5
PAYMENT OF EXPENSES 5
MAIN TE NAN CE OF LEASED PREMISES 5
Lessee's Obligations for Maintenance 5
Environmental MaUers 7
INSURANCE AND INDEMNTIY 9
Lessee's Insurance : 9 Covenant t o Indemnify and Hold Harmless 10 Insurance Proceeds Resulting from Loss or D ama g e t o Improvements 11 UTILITY C HA R G E S 11
CASUALTY LOSS AND RESTORATION 11
Non-Termination 11
Repair of D ama g e 12
ARTICLE 10
10.1 10.2
10.3 ARTI.CLE 11
11.1 ASSIGNM E N T AND SUBLETTING : 12
Limitations on Assignment and Subletting 12 Lessee Remains Obligated 12 Exceptions t o Limitations : 12 DEFAULT 13 Events ofDefault 13
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Ta b le of C on te n t s
( c on ti nu e d)
11.2 11.3
11.4 11.5
11.6 11.7
11.8 A RT I CLE 12
A RT I CLE 13
A RT I CLE 14
A RT I CLE 15
A RT I CLE 16
A RT I CLE 17
17.1 17.2
17.3 17.4
17.5 17.6
17.7 17.8
17.9 17.10
17.11 17.12
17.13 17.14
17.15 17.16
17.17 17.18
Reme d ie s 1 3
Ri gh t of Le ssor i n t h e E v e n t of Te r mi n ati on of Lea s e 14 D ama g e s 14
Rights and Reme d ie s are C u m u lati v e 15
D e f a u lt by Le ssor 15
Non · Wai v e r. 15
L e g al E xp e ns e s a nd C o llecti on C os t s 15 HO L DING OV ER 15
ACCESS B Y LE SSO R 16
QUIET E NJOYM E N T 16
TAXES 16
FORCE MAJEURE 17
MIS CELL AN E OUS 17
Wai v e r 17
No tice s 17
Relati onsh i p of P a r tie s 18
Accord and S ati sf acti on 18
Time of E ss e n ce 18
D e f i n iti on of "D a ys" 18
Reme d ie s C u m u lati v e 18
E ff ect of Inv ali d it y 18
Su cce ssors and Ass i gns 19
E n ti r e Agr eeme n t 19
In te r e s t on P a s t · Du e Ob li g ati ons 19
E x ec u ti on of Lea s e; No Op ti on 19
C orpor ate Au t hor it y 19
C on t ro lli ng La w 19
Sp eci f ic P e rfor ma n ce 19
Survival of Ind em n itie s 20
C ons t ru cti on 20
Le nd e r Prov i s i ons 20
ATTACHMENTS:
A ttac h me n t No.1 :
A ttac h me n t No.2 :
A ttac h me n t No.3 :
A ttac h me n t No.4 :
A ttac h me n t No.5
Le g al D e s c r i p ti on of Pr emi s e s
Map ofP Temi s e s
M em or a ndu m of Lea s e
Scope ofD e v el op me n t
P a rk i ng Agr eeme n t
ii
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