LEASE
by and between the
CITY OF PLACENTIA
and
HOMELESS INTERVENTION SERVICES OF ORANGE COUNTY
(HIS -OC)
Address: 336 W. Santa Fe Avenue, Placentia, California
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
LEASE
THIS LEASE (the "Lease"), dated as of July 19, 2022 is made by and betweenthe CITY OF PLACENTIA, a public body, corporate and politic ("City"), and HOMELESS INTERVENTION SERVICES OF ORANGE COUNTY, a California non-profit corporation (HIS -OC) ("Lessee").
1. SUBJECT OF LEASE
1.1 Purpose. The purpose of this Lease is to set forth the terms and conditions of the lease of the hereinafter defined Premises by the City to Lessee for use as a transitional living facility in furtherance of the City's goals and objectives of increasing and improving the community's supply of affordable housing for Very Low -Income households and Lessee's Transitional Living Program.
1.2 The Premises. The "Premises" is that certain real property and the improvements thereon commonly known as 336 W. Santa Fe Avenue in the City of Placentia, California and designated as the "Premises" on the "Site Map" attached hereto as Exhibit "A" and incorporated herein by reference.
1.3 Parties to the Lease.
1.3.1 City. City is the City of Placentia, a municipal corporation and chartercity.
The principal office of City is located at 401 E. Chapman Avenue, Placentia, California 92870.
1.3.2 Lessee. Lessee is Homeless Intervention Services of Orange County, a California non-profit corporation, (HIS -OC). The mailing address of Lessee for purposes of this Lease is P.O. Box 1293, Placentia, California 92870, Attention: Carrie Buck, Executive Director.
2. LEASE OF THE PREMISES
2.1 Lease. For and in consideration of the rents, conditions, covenants and agreements set forth herein, City hereby leases the Premises to Lessee and Lessee does hereby take and lease the Premises from City.
2.2 Term of the Lease. The term of this Lease shall commence on July 1, 2022 (the "Commencement Date"). Unless earlier terminated as provided herein, this Lease shall expire and be of no further force and effect at midnight June 31, 2025. Notwithstanding the foregoing, the parties through the City Administrator and Executive Director hereto may mutually agree in writing to extend the term hereof; provided, however, that no such extension shall exceed a period of two (2) additional one (1) year periods.
3. RENT
3.1 Basic Rent. Lessee shall pay to City as rent for the Premises the sum of Three Hundred Dollars ($300.00) monthly payable in either monthly, quarterly or annual payments for the first year of this Agreement. As agreed upon by the City and Lessee, the Basic Rent made either monthly, quarterly or annually for the first year may be adjusted according based on initial improvements made by Lessee to Premises.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
3.1.1 Each July 1St anniversary of the Agreement period, the monthly rental for the next twelve-month period shall be adjusted by the change in the Consumer Price Index (CPI) for the immediate twelve-month period using the CPI formula as set out herein. The rent for each such extension year shall be the increase in the Consumer Price Index, but not less than 3% nor more than 6%.
3.1.2 The Consumer Price Index shall be defined as follows: At the end of each lease year (12 month period) of the extended term hereof or of any extension or renewal hereof, the monthly rental for the next succeeding lease year shall be increased by the annual increase in the Consumer Price Index ("CPI") where "CPI" is the Consumer Price Index for the month of January just preceding such lease anniversary year, and the "Base CPI" is the Consumer Price Index for January of the previous lease year. As used herein, Consumer Price Index shall mean and refer to that table in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics, now known as the "Consumer Price Index" for all Urban Consumers. If such Index referred to above shall be discontinued, then any successor Consumer Price Index of the United States Bureau of Labor Statistics, or successor agency thereto, shall be used, and if there is no successor Consumer Price Index, the parties hereto shall authorize the City Attorney to designate a substitute Index or formula. In no event shall the next lease year rental be less than the prior year.
3.1.3 Both City and Lessee agree that if the January CPI has not been determined when July rent is due, Lessee will pay the previous year rent until the January CPI has been determined, and then Lessee shall pay over any difference to the City upon demand and thereafter, pay the newly determined rent.
3.1.4 First Payment. The First Payment shall be due and payable on the Commencement Date.
3.2 Additional Rent. Lessee shall make all payments required by this Lease including, without limitation, payments for utilities as set forth in Section 5.1 and repairs as set forth in Section
6.3. herein. The making of all payments imposed on Lessee by this Lease is deemed rent.
3.3 Method of Makina Reauired Payments. Rent shall be timely paid in lawful money of the United States of America, without notice or demand, and without set off, counterclaim, abatement, deferment, suspension, deduction or defense. Rent due City shall be paid at City's address for notices under this Lease, or as City shall otherwise designate in writing to Lessee.
Any amount due City under this Lease, if not paid in full within ten (10) days following its due date, will accrue interest from the due date until paid at the rate of ten percent (10%) per annum or the highest rate permitted by law, whichever is lower. Payment of interest shall not excuse or cure any default by Lessee.
4. USE OF THE PREMISES
4.1 Use of the Premises. Lessee shall use the Premises as a transitional living accommodation for Very Low -Income households qualified to participate in Lessee's Transitional Living Program. Lessee's Transitional Living Program is a multi -phase program designed to assist persons who have been homeless or suffered other obstacles to independent living to become self-sufficient and graduate with independent living skills. The Premises shall serve as the Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
residence in the last phase of the program, and all occupants shall have successfully completed prior phases. Lessee, at its own cost risk and responsibility, shall secure any and all licenses and permits as may be necessary for the conduct of any and all activities taking place on the Premises.
Lessee covenants and agrees to use the Premises for the above-described activities, and for no other purposes without the express, prior written approval of City. Evidence of Lessee's compliance with the requirements of this section shall be provided to City upon request.
4.2 Occuaancv and Affordable Rent. Lessee covenants and agrees that no more than five (5) people shall occupy the Premises at any one time and that all occupants of the Premises shall qualify as "Very Low Income." For purposes of this Lease, the phrase "Very Low Income" means an annual gross household income that does not exceed fifty percent (50%) of Orange County median income adjusted for family size as set forth from time to time by regulation of the California Department of Housing and Community Development, pursuant to California Health & Safety Code Section 50105. Lessee shall not charge any occupant an amount in excess of "Affordable Rent".
The phrase "Affordable Rent" means a monthly rent, including a reasonable utility allowance, which does not exceed the maximum allowable rent for a Very Low -Income household as determined and calculated pursuant to Section 50053 of the California Health & Safety Code, or successor statute. For purposes of this Lease, the total rent paid by all occupants of the Premises to Lessee shall not exceed Affordable Rent for a two-bedroom unit and the rent paid by any individual household occupant shall not exceed Affordable Rent for an assumed unit size equal to the number of bedrooms occupied by such household.
Prior to the initial occupancy of the Premises by each occupant and upon each extension of the term of this Lease, if any, pursuant to Section 2.2 hereof, Lessee shall obtain an income certification completed by each proposed or current occupant of the Premises certifying that the occupant meets the income requirements established for Very Low -Income households. In addition, prior to the initial occupancy of the Premises by each occupant Lessee shall obtain a statement of the amount of rent to be paid by the occupant verifying that such rent does not exceed Affordable Rent and a release and waiver executed by the occupant pursuant to Section 10 hereof. Such certification and waiver signed by each occupant shall be maintained by Lessee unless and until City authorizes their destruction, and shall be immediately provided to City upon request so that City can verify compliance with the income restriction requirements. Failure to comply with the requirements of this section shall constitute a material breach of this Lease.
4.3 No Nuisance. Lessee shall not maintain, cause to be maintained, or allow to be maintained on the Premises any public or private nuisance or other, including, without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Section 11570, et seq.) as currently exists or as may be amended from time to time, or the Street Terrorism Enforcement and Prevention Act (Penal Code Section 186.22, et seq.), as currently exists or as may be amended from time to time, or any other state, federal or local law.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
4.4 Compliance with Laws. Lessee agrees, at its sole cost and expense, to comply and secure compliance with all Governmental Regulations, including, without limitation, all Environmental Laws in connection with Lessee's use and occupancy of the Premises. Lessee shall not use, store, or manufacture Hazardous Materials on the Premises.
For purposes of this Section 4.4, the following terms shall have the following meanings:
"Environmental Laws" means any and all present and future federal, state and local laws (whether under common law, statute, ordinance, rule, regulation or otherwise), court or administrative orders or decrees, requirements• of permits issued with respect thereto, and other requirements (governmental authorities relating to the environment or to any Hazardous Substance or Hazardous Substance Activity (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601, et seq.), as heretofore or hereafter amended from time to time ("CERCLA"), and the applicable provisions of the California Health & Safety Code and the California Water Code, and any and all successor statutes and regulations, orders, decrees, guidelines, or pronouncements promulgated there under.
"Governmental Regulations" means all laws, ordinances, statutes, codes, rules, orders, decrees, requirements, resolutions, policy statements and regulations of the United States, the state, the county, the City or any other political subdivision in which the Premises is located, and of any other political subdivision, City or instrumentality exercising jurisdiction over the City, the Lessee or the Premises (including, without limitation, those relating to land use, subdivision, zoning, environmental, labor relations, prevailing wage, notification of sale to employees, Hazardous Materials, occupational health and safety, water, earthquake hazard reduction and building and fire codes) bearing on the demolition, alteration, replacement, repair, refurbishing, improvement, construction, maintenance, management, use, or operation of the Premises.
"Hazardous Materials" means (i) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601, et seq.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health & Safety Code Sections 25300, et seq.), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; (iv) polychlorinated biphenyls; (v) petroleum, oil, gasoline (refined and unrefined) and their respective by-products and constituents; and (vi) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any Governmental Regulations either requires special handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the environment.
4.5 Management of the Premises. Lessee shall manage the Premises in a prudent and business -like manner. Lessee shall not contract out its managerial role without the express, prior written consent of the City.
4.6 Nondiscrimination and Nonseareaation. Lessee covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following condition: that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin or ancestry, in the occupancy, Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
leasing, subleasing, transferring, use, or enjoyment of the Premises nor shall Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the occupancy, selection, location, number, use or occupancy, of Lessees, lessees, sub lessees or vendees in the Premises.
4.7 Riahts of Access. The City may enter the Premises or any part thereof at all reasonable times, for the purposes of inspecting the Premises and/or the operations conducted thereon to ensure compliance with this Lease and/or for the purposes of construction, reconstruction, maintenance, repair or service of any improvements located on the Premises and/or public improvements or public facilities owned by the City and located on the Premises. Any such entry shall be made only after not less than twenty-four (24) hour advance notice to Lessee. If City exercises its rights to enter pursuant to this Section 4.7, such entry shall not constitute constructive or actual eviction of Lessee, in whole or in part, and the rent and other obligations of Lessee hereunder shall not abate while any of City's activities are being conducted.
5. UTILITIES, LIENS AND OTHER CHARGES
5.1 Utilities. Lessee agrees to pay or cause to be paid, as and when they become due and payable, all charges for water, gas, light, heat, telephone, electricity, trash collection, and all other residential utility and communication services rendered or used on or about the Premises at all times during the term of this Lease.
5.2 Liens. Lessee shall not directly or indirectly, create or permit to be created or to remain, and will promptly discharge, at its expense, any mortgage, lien, encumbrance or charge on or pledge of the Premises, or any part thereof, or Lessee's interest therein. Lessee shall notify City promptly of any lien or encumbrance which has been created on or attached to the Premises or to Lessee's leasehold estate therein, whether by act of Lessee or otherwise.
5.3 Notice of Possessory Interest: Payment of Taxes and Assessments on Value of Entire Premises. In accordance with California Revenue and Taxation Code Section 107.6(a), City states that by entering into this Lease, a possessory interest subject to property taxes may be created. Lessee shall be solely responsible for the payment of any and all taxes or assessments which may be assessed as a result of Lessee's execution of this Lease and/or occupation of the Premises.
6. OWNERSHIP OF AND RESPONSIBILITY FOR IMPROVEMENTS
6.1 Ownership Durina Term and at Termination. All improvements located on the Premises, whether existing thereon at the commencement of the term of this Lease, or constructed or installed thereon by Lessee or City thereafter, shall, at the expiration or sooner termination of this Lease, be and remain the property of City. Lessee shall have no right at any time to waste, destroy, demolish or remove any of the improvements. Lessee's rights and powers with respect to the improvements are subject to the terms and limitations of this Lease.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
6.2 Ownership of Fixtures and Furnishinas at Termination. At the expiration or sooner termination of his Lease, City may, at City's election, demand the removal from the Premises, at Lessee's sole cost and expense, of all fixtures, structures and furnishings, or of certain fixtures and/or furnishings, as specified in the notice provided for below. A demand to take effect upon any termination or expiration of the term shall be effected by notice given in or concurrently with notice of such termination or within ten (10) days after such termination.
Any fixtures, structures and/or furnishings not specified by City to be removed, and (at City's election) any so specified fixtures and/or furnishings not removed by Lessee within thirty (30) days of written notice to Lessee from City to remove fixtures and/or furnishings, shall be deemed to be abandoned by Lessee and shall, without compensation to Lessee, then become City's property, free and clear of all claims to or against them by Lessee or any third person. The thirty (30) day notice provided for herein shall not be given by City until termination of the Lease is effective.
6.3 Maintenance and Repair of Improvements.
6.3.1 Lessee's Responsibilities. Lessee agrees that except as set forth in Section 6.3.2 below, Lessee shall, at its own cost, maintain and repair the entire Premises and all fixtures and furnishings thereon including all landscaping thereon and keep the same in a decent, safe and sanitary condition, all in a manner satisfactory to City and in compliance with all applicable laws. Lessee will not take or omit to take any action the taking or omission of which might materially impair the value or the usefulness of the Premises or any part thereof. All maintenance and repairs required to be performed by Lessee by this Lease shall be performed in a good and workmanlike manner, and, to the extent reasonably achievable, at least equivalent in quality to the original work.
6.3.2. Citv's Responsibilities. City shall perform such exterior capital repairs on the Premises as the City, in its sole discretion, determines are necessary. For purposes of this Lease, an "exterior capital repair" means any repair the cost of which will exceed Two Thousand Dollars ($2,000.00).
6.4 Waste. Lessee shall not commit or suffer to be committed any waste or impairment of the Premises or any part thereof. Lessee agrees to keep the Premises clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner satisfactory to City and the City.
6.5 Alteration of Premises. Lessee shall not make or permit to be made any alteration of, addition to or change to the Premises, other than routine maintenance, repairs, interior decoration and minor interior alterations, nor demolish all or any part of the Premises, without the prior written consent of City. In requesting such consent, Lessee may be requested to submit to City detailed plans and specifications of the proposed work and an explanation of the need and reasons thereof.
6.6 Damaae or Destruction. Lessee agrees to give notice to City of any fire or other damage that may occur on or to the Premises within ten (10) days of such fire or damage. If the Premises shall be damaged or destroyed by any cause which puts the Premises into an Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
uninhabitable condition, as determined by City, this Lease shall automatically terminate and be of no further force and effect.
7. ASSIGNMENT, SUBLETTING, TRANSFER
Lessee shall not assign or attempt to assign this Lease or any right herein, nor make any total or partial conveyance, assignment, sublease or transfer in any other mode or form of the whole or any part of the Premises, without the prior written approval of City Administrator. Any unpermitted assignment or transfer shall be void and in violation of this Section 7 shall cause the automatic termination of this Lease.
8. INSURANCE
Reauired Insurance. During the term of this Lease (and for any period of holding over), Lessee shall insure, in a form and, with insurers, approved by City, and at its cost, such insurance showing City as Toss payee, against the following perils:
8.1 Loss or damage to the Premises, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and, in addition, those other perils that are ordinarily included in extended coverage fire insurance policies. Such insurance shall name City as an additional insured and shall be maintained in an amount not less than one hundred percent (100%) of the replacement cost of all the structures and improvements located on the Premises. All proceeds of such insurance shall constitute a trust fund to be used to repair or rebuild the Premises to its previous condition, or as agreed by City and Lessee.
8.2 Loss from liability imposed for damages on account of property damage or loss and/or personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever in connection with the Premises in the amount of at least One Million Dollars ($1,000,000.00) combined single limit. City shall be named as an additional insured on the policy. Such property damage and personal injury insurance shall also provide for and protect City and Lessee against incurring any legal cost in defending claims for alleged loss.
Evidence of insurance and the required endorsements shall be deposited with City.
All such insurance shall not be subject to cancellation, reduction in coverage, or non -renewal except after notice in writing shall have been sent by registered mail addressed to City not less than thirty (30) days prior to the effective date thereof. Losses shall be payable to City. Evidence of insurance shall be deposited with City prior to the effective date of this Lease.
8.3 Lessee shall be solely responsible for any furniture, fixtures, equipment and other items brought onto the property. In the event of a loss of any of these items for any reason, the loss shall be solely the responsibility of Lessee. Lessee may obtain separate insurance to protect itself against the loss of any of these items of personal property, in its sole discretion.
9. EMINENT DOMAIN
If all or any part of the Premises are taken through eminent domain, this Lease shall terminate for the part taken as of the date of the taking. In the event of a partial taking, either City or Lessee shall have the right to terminate this Lease by notice to the other party within thirty (30) Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
days after the date of the taking. However, except as provided hereinbelow in Section 10, Lessee's right to terminate pursuant to this Section 9 arises only if the taking substantially handicaps Lessee's ability to use the Premises as described herein.
10. INDEMNIFICATION
As a material part of the consideration to City, Lessee shall indemnify, defend (with counsel acceptable to City) and hold City harmless from any loss, damage, injury, death, accident, casualty, liability, claim, cost or expense (including, but not limited to, reasonable attorneys' fees) of any kind or character to any person or property (collectively, "Claims") arising from, or in any way related to, Lessee's use or occupation of the Premises before, during, and after the Term, the conduct of Lessee's business and/or any act or omission of Lessee, its officers, employees, agents, contractors, tenants or invitees. Lessee shall not be liable for such Claims to the extent and in the proportion that the same is ultimately determined to be attributable to the sole active negligence or intentional misconduct of City. All indemnity obligations under this Section shall survive the expiration or termination of this Lease. City shall not be liable for any loss or theft of any property on the Premises.
Lessee expressly waives any and all rights and benefits conferred upon Lessee by California Civil Code Section 1542 which states:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlement with the debtor."
By: By:
11. DEFAULTS, REMEDIES AND TERMINATION
11.1 Defaults - General. Failure or delay by either party to perform any term or provision of this Lease constitutes a default under this Lease. The party who fails or delays must immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence, and during any period of curing shall not be in default.
The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Lease, any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
11.2 Legal Actions
11.2.1 Institution of Leaal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Lease. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in any other appropriate court in that county, or in the United States District Court, Southern District of California.
11.2.2 Aaalicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Lease. If any legal action is initiated between the parties to this Lease, venue will be in Orange County, California.
11.2.3 Acceptance of Service of Process. In the event that any legal action is commenced by Lessee against City, service of process on City shall be made as provided by law.
In the event that any legal action is commenced by City against Lessee, service of process on Lessee may be made by personal service upon an officer of Lessee and shall be valid whether made within or without the State of California, or may be made in any other manner provided by law.
11.2.4 Attorneys' Fees and Court Costs. If either City or Lessee shall bring or commence an action to enforce the terms and conditions of this Lease or to obtain damages against the other party arising from any default under or violation of this Lease, the prevailing party shall be entitled to and shall be paid reasonable attorneys' fees and costs therefor.
11.3 Riahts and Remedies are Cumulative. All remedies hereunder shall be cumulative and the nondefaulting party may pursue any or all of such rights and remedies at the same time or otherwise.
11.4 Damaaes. If either party defaults with regard to any of the provisions of this Lease, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within fifteen (15) days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, the defaulting party shall be liable to the nondefaulting party for any damages caused by such default, and the nondefaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default.
City's cost in curing or correcting any default under this Lease and any expenses and/or other costs related thereto shall be repaid by Lessee within fifteen (15) days after City has dispatched notice of such costs to Lessee pursuant to Section 12.1 hereof regarding notices. As described in Section 3.2, such payment constitutes rent hereunder, and shall bear interest and otherwise be treated as described in that Section. After termination of this Lease for any reason, in any action for unlawful detainer commenced by City against Lessee, the reasonable rental value of the Premises for the period of the unlawful detainer shall be deemed to be Forty Dollars ($40.00) per day.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
11.5 Citv's Riahts of Terminations. This Lease may be terminated by City, with or without cause, and without liability to City, on ninety (90) days prior written notice to Lessee. In addition to City's rights and remedies contained in Section 11.4, in the Event of Default by Lessee, City may terminate this Lease and revest in City the leasehold interest theretofore transferred to Lessee. Termination shall be effective upon written notice to Lessee by the City. For purposes of this Lease, an "Event of Default by Lessee" means failure by Lessee to cure or remedy within fifteen (15) days after the date Lessee shall have received notice from City (or, if it is not practicable in the opinion of City to cure or remedy such non -monetary failure or violation within such fifteen - day period, within such longer period as may be specified by City in such notice) of any of the following defaults:
11.5.1 Use the Premises for any purpose other than those provided for in this Lease or failure to operate the Premises continuously and satisfactorily (as reasonably determined by City);
11.5.2 Failure or refusal to pay to City when due the applicable rents and other sums required by this Lease to be paid by Lessee;
11.5.3 Commitment of any waste or impairment of the Premises, or any part thereof;
11.5.4 Alteration of the Premises in any manner except as permitted by this Lease;
11.5.5 Mortgage or otherwise encumbering the Premises;
11.5.6 Filing of any petition under any bankruptcy or insolvency act or law, or adjudication as a bankrupt, or making a general assignment for the benefit of creditors;
11.5.7 Abandonment or surrender of possession of the Premises, or Lessee's interest therein except as permitted in section 4.0 et seq.; or
11.5.8 Failure to perform or comply with any other material term or provision hereof.
No ejectment, re-entry or other act, by, or on behalf of, City shall constitute a termination unless City gives Lessee notice of termination in writing. No termination shall relieve or release Lessee from any obligation incurred pursuant to this Lease prior to the date of such termination.
No termination of this Lease shall relieve Lessee from the obligation to pay any sum due to City or from any claims for damages against Lessee. Damages which City may recover in the event of default under this Lease shall include, but are not limited to, the worth at the time of award of the amount by which the unpaid rent for the balance of the Lease term remaining after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided.
The right of termination provided by this Section 11.5 is not exclusive and shall be cumulative to all other rights and remedies possessed by City, and nothing contained herein Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
shall be construed so as to defeat any other rights or remedies to which City may be entitled.
12. GENERAL PROVISIONS
12.1 Notices. Demands and Communications Between the Parties. Formal notices, demands and communications between City and Lessee shall be in writing and shall be delivered by personal service, or by certified or registered mail, postage prepaid, return receipt requested, to the principal offices of the City and of the Lessee as designated in Section 1.3.1 and Section 1.3.2, respectively, hereof. Any written notice to any of the parties hereunder shall be deemed to have been duly given on the date of service if served personally or seventy-two (72) hours after the mailing. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. Notices, demands and requests to the parties shall be sent in the same manner to such other addresses as either party may from time to time designate by mail sent thirty (30) days prior to the effectiveness of such change, as provided in this Section.
Lessee, in exchange for and in consideration of granting of the tenancy created herein by City, hereby irrevocably appoints any of the subscribing persons on behalf of Lessee hereto as its agent to receive notices serviced pursuant to California Code of Civil Procedure Section 1162 and to receive notices of City's exercise of its rights of entry and re-entry to the premises pursuant to California Civil Code Section 791. Additionally, in any unlawful detainer proceedings brought by City against Lessee, Lessee, in exchange for and in consideration of the granting by City of the tenancy in this Lease, hereby irrevocably appoints, pursuant to California Code of Civil Procedure Section 416.90, as an agent to receive service of process in such action (1) any other subscribing Lessee, or (2) any responsible person over 18 years of age found at Lessee's usual place of business, said appointment to be conditioned upon proof being made satisfactory to the court that service of the summons and complaint was made on such agent in any manner permitted by law.
The above appointments of agents for service of process shall be cumulative to and shall not in any way restrict the City from effecting service of such unlawful detainer process in any other lawful manner.
12.2 Conflict of Interests. No member, official or employee of City shall have any personal interest, direct or indirect, in this Lease, nor shall any such member, official or employee participate in any decision relating to the Lease which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.
12.3 Nonliabilitv of Citv's Officials and Emolovees. No member, official or employee of City shall be personally liable to Lessee, or any successor in interest, in the event of any default or breach by City or any of its agents for any amount which may become due to Lessee or successor or on any obligations under the terms of this Lease.
12.4 Inspection of Books and Records. City has the right at all reasonable times to inspect the books and records of Lessee pertaining to the Premises as pertinent to the purposes of this Lease.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
12.5 No Partnership. Neither anything in this Lease contained, nor any acts of City or Lessee shall be deemed or construed by any person to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association between City and Lessee.
12.6 Surrender of Premises. Upon the expiration or termination of this Lease, it shall be lawful for City to re-enter and repossess the Premises without process of law, and Lessee, in such event, does hereby waive any demand for possession thereof, and agrees to surrender and deliver the Premises peaceably to City immediately upon such expiration or termination in good order, condition and repair, and in no worse condition than the Premises were at the commencement of the Term of this Lease; provided, however, that, any provision of this Lease to the contrary notwithstanding, unless City gives Lessee written notice to vacate the Premises, Lessee may hold over from month to month on the same terms as provided herein, which proviso shall be retroactive as well as prospective. If, after delivery of such notice to vacate, Lessee holds possession of the Premises after the Term of this Lease or expiration of the holdover tenancy, Lessee shall be deemed to be a tenant -at -sufferance and, without limiting the liability of Lessee for unauthorized occupancy of the Premises, Lessee shall indemnify City and any replacement Lessee for the Premises for any damages suffered by either City or the replacement Lessee resulting from Lessee's failure to vacate the premises in a timely manner.
12.7 No Meraer. The surrender of this Lease by Lessee, or the mutual cancellation of it, shall not work a merger and shall, at the option of City, terminate all or any existing subleases or sub -tenancies, or operate as an assignment to City of all subleases or sub -tenancies.
12.8 Severability,. If any provision of this Lease shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Lease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
12.9 Bindina Effect. This Lease, and the terms, provisions, promises, covenants and conditions hereof, shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Lease shall not be effective and binding until each party has executed this document (or by means of counterparts, all parties have executed this Lease), and the Lessee is in compliance with the requirements of any existing lease or tenancy. Any duty imposed by this Lease during the term hereof, including but not limited to duties to cure, indemnify and maintain, repair and/or remediate the Premises, shall survive any expiration or termination of this Lease.
12.10 Interpretation. This Lease shall be construed as a whole and in accordance with its fair meaning and as though both of the parties participated equally in its drafting. The captions contained in this Lease are merely for reference and are not to be used to construe or limit the text.
12.11 Time of the Essence. Time is of the essence in the performance of this Lease.
12.12 Warranty Aaainst Payment of Consideration. Lessee warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for entering into this Lease.
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
12.13 Corporate Authority. Each individual executing this Lease on behalf of a corporate or other entity or organization, represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of such corporation, entity or organization.
12.14 Administration. Unless clearly indicated otherwise, any action, decision, direction, notice or approval to be given by the City hereunder may be given by the City Administrator of City, provided, however that the City Administrator, in his/her absolute discretion may determine that such matter must be submitted to the City Council.
12.15 Counterparts. This Lease may be executed in counterparts which, taken together, shall constitute the whole of the Agreement as between the parties.
12.16 Entire Aareement. Waivers and Amendments. This Lease constitutes the entire agreement between the parties and supersedes all agreements, representations, warranties, statements, promises and/or understandings, whether oral or written, with respect to the subject matter hereof, and no party shall be bound by any such representation, warranty, statement, promise, or understanding not specifically set forth in this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this lease on the day and year first above written.
"CITY"
CITY OF PLACENTIA
A municipal corporation and charter city
By:
Damien R Arrula, City Administrator
ATTEST:
By:
Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:
By:
Christian Bettenhausen, City Attorney
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
"LESSEE"
HOMELESS INTERVENTION SERVICES OF ORANGE COUNTY
California non-profit corporation
By:
Carrie Buck, Executive Director
Lease with Homeless Intervention Services of Orange County 336 W. Santa Fe Avenue
EXHIBIT A
SITE MAP
336 W. Santa Fe Avenue, Placentia, CA 92870
APN: 339-392-05
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336 W. Santa Fe
Avenue
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