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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, California 91355
Attention: City Clerk
FEE EXEMPT GOVT. CODE 6103 & 27383
[Space Above this Line for Recorder’s Use]
THIRD AMENDMENT TO LEASE
This Third Amendment to Lease (the “Amendment”) is made as of ___________________, 20__, by and between THE VALENCIA SUMMIT HOMEOWNERS ASSOCIATION, a California nonprofit corporation (“Landlord”) and the CITY OF SANTA CLARITA, a municipal corporation (“Tenant”), who agree as follows:
1. Recitals. This Amendment is made with reference to the following facts and circumstances:
(a) Landlord and YOUNG MEN’S CHRISTIAN ASSOCIATION OF
METROPOLITAN LOS ANGELES, a California nonprofit corporation, formerly known as Young Men’s Christian Association (“YMCA”), were parties to that certain Lease dated as of March 24, 1986, and recorded September 23, 1987 in the Official Records of Los Angeles County, California (the “Official Records”), as Instrument No. 1987-1521895 (as the same was amended by that certain document(s) recorded September 23, 1987, in the Official Records as Instrument No. 1987-1521896 (the “First Amendment”), as further amended by that certain document(s) recorded December 4, 1987, in the Official Records as Instrument No. 1987-1916363 (the “Second Amendment”, and together with the First Amendment, collectively, the “Lease”), regarding that certain premises located at 26147 McBean Pkwy, Santa Clarita, California, legally described on the attached Exhibit A (the “Premises”).
(b) Pursuant to an Assignment and Assumption Agreement made and effective as of _______________, 20__ (the “Assignment”), YMCA has assigned to Tenant all of YMCA’s right, title and interest in, to and under the Lease, and Landlord has consented to such assignment.
(c) Landlord and Tenant now desire to make certain amendments to the Lease, all as more particularly provided in this Amendment.
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2. Amendments to Lease. Landlord and Tenant agree as follows:
(a) The “Facility” as defined in Section 2 of the Lease has been constructed and completed in accordance with the terms of the Lease, and until the Premises are surrendered to Landlord at the expiration or earlier termination of the Lease, title to and ownership of the Facility and all other buildings and improvements, and any additions or replacement thereto, now or hereafter located on the Premises are vested in Tenant.
Tenant shall have the right to construct additional buildings and improvements on the Premises, subject to the provisions of Section 5 of this Lease.
(b) All references in Section 2 of the Lease to “YMCA” are changed to be references to “Tenant”, and the reference in Section 2 to “YMCA’s Board of Managers” is changed to be a reference to “Tenant’s governing body.”
(c) The following is hereby added to the end of paragraphs A and B located on page 11 of Section 11 of the Lease: “and its and their successors and assigns.”
(d) Tenant’s notice address as set forth in Section 13 of the Lease is amended to read as follows:
“City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, California 91355
Attention: City Clerk”
(e) The first sentence of Section 18 is revised to read as follows”:
“If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of any cause not the fault of the obligated party and beyond the reasonable control of the obligated party (financial inability excepted), including, without limitation, by reason of acts of God, restrictive governmental laws or regulations, labor or material shortages, strikes, lockouts, fires, epidemics or pandemics, then performance of such act shall be excused for the period of the delay; and the period for performance of such act shall be extended for a period equivalent to the period of such delay.”
(f) Section 24A of the Lease is amended to read as follows”
“Tenant shall be deemed to be in default under the terms of this Lease if Tenant shall fail to promptly perform or observe any covenant, condition or agreement to be performed by Tenant under this Lease, and such failure shall continue for a period of ninety (90) days after Tenant’s receipt of written notice from Landlord to Tenant specifying the nature of such failure; provided, however, that if the nature of such failure is such that more than ninety (90) days are reasonably necessary for its cure, then LA4880-1277-7017 v2
Tenant will not be in default under this Lease so long as Tenant commences to cure such failure within such ninety (90) day period and thereafter prosecutes such cure to completion with reasonable diligence.”
(g) A new Section 28 is added to read as follows:
“28. QUIET ENJOYMENT. Landlord covenants with Tenant that, subject to the terms and provisions of this Lease, Tenant will be entitled to peaceably and quietly enjoy the Premises and all rights and appurtenances thereto during the term of this Lease, without molestation or hindrance of any person whomsoever.”
(h) A new Section 29 is added to read as follows”
“29. Right of First Refusal. The Landlord agrees that it will not at any time sell the Premises unless Landlord first has given written notice to Tenant of its intention to do so (the "Notice of Intended Sale") and shall otherwise have complied with the terms and provisions of this Section 29.
The Notice of Intended Sale must set forth (i) a detailed statement of the terms, including price and method of payment, relating to the proposed sale, and (iii) the name and address of the purchaser(s) to which the sale is to be made. Upon receipt by Tenant of the Notice of Intended Sale, Tenant will have the right to purchase the Premises at the price and on the terms set forth in the Notice of Intended Sale. Tenant's right shall be exercisable by written notice of exercise (the "Exercise Notice") given to Landlord within thirty (30) days following Tenant's receipt of the Notice of Intended Sale. If Tenant does not give the Exercise Notice within that thirty (30) day period, Landlord may sell of the Premises to the proposed purchaser(s) identified in the Notice of Intended Sale on the terms set forth therein, provided that such sale is bona fide and consummated within ninety (90) days of the date of the Notice of Intended Sale. If the sale is not consummated within that ninety (90) day period, all of the restrictions provided for in this Section 29 will again become effective with respect to the Premises. The closing with respect to the Premises as to which Tenant has given an Exercise Notice is to take place within ninety (90) days following the giving of the Exercise Notice, or at such earlier or later time as Tenant and Landlord may agree upon. Any sale of the Premises by Landlord in violation of this Section 29 will be null and void and of no effect.”
3. Miscellaneous. Except as amended hereby, the Lease remains unmodified and in full force and effect.
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The parties have caused this Amendment to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above.
THE VALENCIAL SUMMIT CITY OF SANTA CLARITA
HOMEOWNERS ASSOCIATION
By: By:
(Print Name & Title) (Print Name & Title)
[SIGNATURES MUST BE NOTARIZED]
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of Los Angeles )
On____________________, before me, _______________________________________, (insert name of notary)
Notary Public, personally appeared ________________________________________________, who 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 his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature (Seal)
LA4880-1277-7017 v2
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
) ss
County of Los Angeles )
On____________________, before me, _______________________________________, (insert name of notary)
Notary Public, personally appeared ________________________________________________, who 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 his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature (Seal)