HomeMy WebLinkAbout2001-04-24 - AGENDA REPORTS - CYN COUNTRY LIBRARY AGREEMENT (2)CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR City Mana,
Item to be
DATE: April 24, 2001
SUBJECT: CITY OF SANTA CLARITA & COLLEGE OF THE CANYONS
COLLABORATIVE LEASE AGREEMENT — CANYON COUNTRY
LIBRARY
DEPARTMENT: Administrative Services
RECOMMENDED ACTION
City Council approve the lease agreement between the City and College of the Canyons for
space at the Canyon Country Library. Authorize the City Manager to execute all documents
related to this agreement, subject to City Attorney approval.
BACKGROUND
The City of Santa Clarita has entered into an agreement with a private developer to develop
and construct a new library in the Canyon Country community. The new Canyon Country
Library will be a 17,000 square feet stand alone building. The County of Los Angeles Public
Library will operate the facility. For the initial five -years, the County will only occupy
approximately 12,500 square feet. In an effort to put the remaining 4,500 square feet to good
use, the City and College of the Canyons (COC) have met and developed a collaborative
agreement that provides them with the 4,500 square feet to be used for classrooms and a
community computer lab. This agreement provides the community with dual benefits: college
courses offered on the eastside of the City and additional access to computers and technology.
Below are the details of the agreement.
Lease Rates)Term
COC will lease approximately 4,500 square feet at a monthly rental rate of approximately
$4,375.00, which totals an annual rental rate $52,500. COC will use approximately 3,500
square feet for classrooms and office space and the remaining 1,000 square feet will be used
for a computer lab. The computer lab will, on a scheduled basis, provide the community
with additional computer access.
The City and COC have agreed to an initial term of three (3) years: 2001 through 2004. The
City and COC shall have the option to extend the term for up to two years, dependent on the
expansion needs of the Los Angeles County Library as determined by the City.
Appfloyrgg Agenda Item:�
Maintenance and Operations Responsibilities
The City shall be responsible for maintaining the basic structure and exterior of the building.
COC shall be responsible for interior maintenance as well as all utilities. The City will provide
separate utility meters for water and electric.
COC has agreed to establish a community computer lab (approximately 1,000 square feet)
for the purpose of periodic public use. The computer lab will provide computers with
Internet access, number to be determined, and will be staffed and maintained by COC.
COC will work with the City to establish appropriate times for the computer lab to be made
accessible to the public. The hours of operation will be determined through this process.
The City and COC will also negotiate issues related to class times to ensure compatible use
of parking with the County Library.
FINANCIAL IMPACT
The City estimates lease revenues of approximately $52,500 per year. COC is responsible for
all operating costs associated with the leased space. The City is responsible for structural and
outdoor maintenance, which is estimated to be approximately $15,000 per year. The City will
address maintenance funding through the 2001-2002 budget process.
ALTERNATIVE ACTIONS
1. City Council decides not to proceed with the lease agreement with College of the Canyons.
2. Other action as determined by Council.
ATTACHMENT
Lease Agreement between the City of Santa Clarita and College of the Canyons
S/ms/ken/library/cocleaseagnda.doc
LEASE AGREEMENT
By and Between
The City of Santa Clarita and College of the Canyons
1 Basic Lease Provisions ("Basic Lease Provisions"):
1.1 Parties: This Lease dated, for reference purposes only, April 2001, is made by and
between College of the Canyons (herein called "Lessor'o and The City of Santa Clarita,
(herein called "Lessee'.
1.2 Premises: Consisting of approximately 4,500 usable square feet, more or less, of that
building more specifically defined in Article 2 and as shown on Exhibit "A" hereto (the
"Premises'. The total square footage stated herein is an estimate only; the actual
square footage will be confirmed by measurement upon substantial completion of
construction. If any changes are required to the total square footage referenced within
this Article, such changes will be documented via addendum and shall become
incorporated into and considered a part of this lease agreement. After the actual square
footage is confirmed, any lease provisions affected by the total square footage (such as
rental rate or monthly rental payment amount, Lessee's proportionate share of building
space occupied, total number vehicle parking spaces assigned, etc.) will be adjusted
accordingly, regardless of which party shall benefit.
1.3 Building: Commonly described as being located within Assessor's Parcel
Number 2503-039-002, located at 18617 Soledad Canyon Road, in the City of Santa
Clarita, County of Los Angeles, State of California and more particularly described in
Exhibit "A" hereto and as more completely defined in Article 2.
1.4 Use: Classroom and training facilities for adult education (approx. 3,500 sq. ft.) and a
joint -use computer lab (approx. 1,000 sq. ft.). The joint -use computer lab shall be
equipped with computers that provide for Internet access and shall be made accessible
to the public. The hours of operation for this joint -use computer lab shall be determined
through a cooperative process between the Lessee, Lessor, and the Los Angeles County
Public Library. This joint -use computer lab will be staffed and maintained by Lessee.
Further, any and all uses shall remain subject to terms and conditions in Article 5, Use.
1.5 Term:
1.5.1 Initial Term. The initial term shall be for a period of three (3) years or thirty-six
(36) months, commencing on or about June 1, 2001 ("Commencement Date")
and ending May 31, 2004, as more specifically defined in Article 3, and as
confirmed per amendment prepared upon completion of construction.
1.5.2 Renewal Term. This agreement provides for one renewal option, extending
the initial lease term for a period of two (2) years. Article 37, Options provides
additional terms and conditions relative to the renewal period.
1.6 Base Rent: The monthly base rent upon commencement of this lease agreement shall
be calculated at a rate of $1.25 per square foot for the total area leased, with one
exception. The area that will be designated as a joint -use computer lab; the computer
lab is estimated to equal approximately 1,000 square feet, and no rent will be charged
for that shared -use space throughout the initial term of this lease, nor during any
approved extensions thereof. The total monthly rental amount due from Lessee to
Lessor upon commencement of this agreement, and throughout the first year is
estimated to be Four Thousand Three Hundred Seventy-five & no/100 ($4,375.00) per
month. All monthly rental payments are due on the First (1st) day of each month, and
per additional terms in Article 4 of this agreement.
1.7 Base Rent Increase: The monthly Base Rent payable under Article 1.6 above shall be
adjusted annually on the anniversary date, or the same date as the commencement date
of the initial lease term. Base Rent shall be increased by an amount equal to the
increase in Consumer Price Index (CPI) over and above the then -current base rent
amount. The increased rental payments shall become due and payable by Lessee
without further notice from Lessor, and as otherwise provided in Article 4.2 of this lease.
1.8 Rent Paid Upon Execution: Four Thousand Three Hundred Seventy -Five
Dollars & 00/100 ($4,375.00) which equals the first month's rental payment. Refer to
Article 1.6 above for additional terms and conditions.
1.9 Lessee's Operating Expenses:
1.9.1 Interior Area Operating Expenses: During the term of this lease, Lessee
does not pay a separate and additional fee for as additional rent for interior area
operating expenses; all interior area operating expenses are included in the
regularly scheduled monthly rental payments. However, building services, which
are provided by Lessor, do not include those utility services for which a
separate meter is provided to Lessee. Specifically, separate meters will be
provided for Lessee's water and electrical utility services. Other services and
expenses which are not included in the monthly rental payment amount and
must otherwise be paid for by Lessee include telephone service, cable television
service, after-hours heating/air conditioning, personal property insurance
and personal taxes, and any other services considered specific to the needs of
any individual tenant.
1.9.2 Exterior Area Operating Expenses: In the event Lessee will be held
responsible for the payment of certain Exterior Common Area Operating
Expenses, an addendum will be completed prior to Lessee's occupancy outlining
what services shall be included and the method of calculating the payment
amounts for each type shall be confirmed.
2 Premises, Parking and Common Areas.
2.1 Premises: The Premises are a portion of that building, sometimes referred hereinto as
the "Library" identified in Article 1.3 of the Basic Lease Provisions, "Library Project" shall
include adjacent parking spaces and parking areas used in connection therewith. The
Premises, the Building, the Common Areas, the land upon which the same are located,
Lease Agreement by and between City of Santa Garita and College of the Canyons
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along with all other buildings and improvements thereon or thereunder, are herein
collectively referred to as the "Library Project". Lessor hereby leases to Lessee and
Lessee leases from Lessor for the term, at the rental stated, and upon all of the
conditions set forth herein, the real property referred to in the Basic Lease Provisions,
Article 1.2, as the "Premises", including rights to the Common Areas as hereinafter
specified.
2.2 Vehicle Parking: So long as Lessee is not in default, and subject to the rules and
regulations attached hereto, and as adopted by Lessor from time to time, Lessee shall be
entitled to use parking spaces provided within the Library Project.
2.2.1 Parking Use. If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the Parking Rules and Regulations (See
Exhibit B) then in effect, then Lessor shall have the right, without notice, in
addition to such other rights and remedies that it may have, to remove or tow
away the vehicle involved and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.
2.2.2 Monthly Parking Rate. The monthly parking rate per parking space will be
$-0- per month at the commencement of the term of this Lease, and is
subject to change upon five (5) days prior written notice to Lessee. Monthly
parking fees shall be payable one month in advance prior to the first day of each
calendar month.
2.2.3 No Exclusive Use. Lessee is aware that all parking provided for use by Lessor
and Lessor's visitors is available on a first come first served basis only. This
agreement does not provide for any exclusive use of parking by Lessee or
Lessee's visitors.
2.3 Common Areas - Definition. The term "Common Areas" is defined as all areas and
facilities outside the Premises and within the interior and exterior boundary lines of the
Library Project that are provided and designated by the Lessor from time to time for the
general non-exclusive use of Lessor, Lessee and by other lessees of the Library Project
and their respective employees, suppliers, shippers, customers and invitees, including but
not limited to common interior and exterior entrances, lobbies, corridors, stairways and
stairwells, public restrooms, elevators, escalators, parking areas to the extent not
otherwise prohibited by this Lease, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative
walls.
2.3.1 Common Areas - Rules and Regulations. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit B with respect to
the Library and all Interior and Exterior Common Areas, and to cause its
employees, suppliers, shippers, customers, and invitees to so abide and conform.
Lessor or such other person(s) as Lessor may appoint shall have the exclusive
control and management of the Interior and Exterior Common Areas and shall
have the right, from time to time, to modify, amend and enforce said rules and
Lease Agreement by and between City of Santa Clarita and College of the Canyons
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regulations. Lessor shall not be responsible to Lessee for the non-compliance
with said rules and regulations by other lessees, their agents, employees and
invitees of the Library.
2.3.2 Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:
2.3.2.1 To make changes to the Building interior and exterior and interior
and exterior Common Areas, including, without limitation, changes in
the location, size, shape, number, and appearance thereof, including
but not limited to the lobbies, windows, stairways, air shafts,
elevators, escalators, restrooms, driveways, entrances, parking
spaces, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide the parking
facilities required by applicable law;
2.3.2.2 To close temporarily any of the interior or exterior Common Areas
for maintenance purposes so long as reasonable access to the
Premises remains available;
2.3.2.3 To designate other land and improvements outside the boundaries of
the Library to be a part of the Exterior Common Areas, provided that
such other land and improvements have a reasonable and functional
relationship to the Library:
2.3.2.4 To add additional buildings and improvements to the Interior and/or
Exterior Common Areas;
2.3.2.5 To use the interior or exterior Common Areas while engaged in
making additional improvements, repairs or alterations to the
Library, or any portion thereof;
2.3.2.6 To do and perform such other acts and make such other changes in,
to or with respect to the interior or exterior Common Areas and
Library as Lessor may, in the exercise of sound business judgment
deem to be appropriate.
3 Term.
3.1 Term. The term and Commencement Date of this Lease shall be as specified in
Article 1.5 of the Basic Lease Provisions.
3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any reason
Lessor cannot deliver possession of the Premises to Lessee on said date and subject to
Article 3.2.2, Lessor shall not be subject to any liability therefor, nor shall such failure
affect the validity of this Lease or the obligations of Lessee hereunder or extend the term
hereof; but, in such case, Lessee shall not be obligated to pay rent or perform any other
obligation of Lessee under the terms of the Lease, except as may be otherwise provided
in this Lease, until possession of the Premises is tendered to Lessee, as hereinafter
defined. In the event Lessor fails to deliver the premises to Lessee by said date, Lessee
Lease Agreement by and between City of Santa Garita and College of the Canyons
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may elect to cancel and terminate this Lease by giving ninety (90) days' notice of
termination to lessor at any time before Lessor delivers possession of the Premises to
Lessee; provided, however, that the notice of termination shall be void and without effect
if prior to expiration of the ninety -day period Lessor delivers possession of the Premises
to Lessee.
3.2.1 Possession Tendered - Defined. Possession of the Premises shall be deemed
tendered to Lessee ("Tender of Possession') when the completion of
improvements by Lessor is evidenced by the issuance of a Certificate of
Occupancy (or a Temporary Certificate of Occupancy) by the City of Santa
Clarita's Building and Safety Division, and Lessor has provided written notice to
Lessee of the issuance of the Certificate of Occupancy. Should there be any
delays beyond the control of the Lessor, then the Lease Commencement date
may be adjusted accordingly upon the mutual consent of Lessor and Lessee.
3.2.2 Delays Caused by Lessee. There shall be no abatement of rent, and the
ninety (90) day period following the Commencement Date before which Lessee's
right to cancel this Lease accrues under Article 3.2, shall be deemed extended to
the extent of any delays caused by acts or omissions of Lessee, Lessee's agents,
employees and contractors.
3.3 Early Possession. If Lessee occupies the Premises prior to said Commencement Date,
such occupancy shall be subject to all provisions of this Lease, such occupancy shall not
change the termination date, and Lessee shall pay rent for such occupancy.
3.4 Uncertain Commencement. In the event commencement of the Lease term is
defined as the completion of the improvements, Lessee and Lessor shall execute an
amendment to this Lease establishing the date of Tender of Possession (as defined in
Article 3.2.1) or the actual taking of possession by Lessee, whichever first occurs, as the
Commencement Date.
4 Rent.
4.1 Base Rent. Subject to adjustment as hereinafter provided in Article 4.2 and except as
may be otherwise expressly provided in this Lease, Lessee shall pay to Lessor the Base
Rent for the Premises set forth in Article 1.6 of the Basic lease Provisions, without offset
or deduction. Lessee shall pay Lessor upon execution hereof the advance Base Rent
described in Article 1.8 of the Basic Lease Provisions. Rent for any period during the
term hereof which is for less than one month shall be prorated based upon the actual
number of days of the calendar month involved. Rent shall be payable in lawful money
of the United States to Lessor at the address stated herein or to such other persons or at
such other places as Lessor may designate in writing.
4.2 Rent Increase.
4.2.1 At the times set forth in Article 1.7 of the Basic Lease Provisions, the monthly
Base Rent payable under Article 4.1 of this Lease shall be adjusted by the
increase, if any, in the Consumer Price Index of the Bureau of Labor Statistics of
the Department of Labor for All Urban Consumers for "All Items" in the Los
Lease Agreement by and between City of Santa Clarita and College of the Canyons
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Angeles Area (1982-1984), herein referred to as "C.P.I.", since the date of this
Lease.
4.2.2 The monthly Base Rent payable pursuant to Article 4.2.1 shall be calculated as
follows: the Base Rent payable for the first month of the term of this Lease, as
set for forth in Article 4.1 of this Lease, shall be multiplied by a fraction the
numerator of which shall be the C.P.I. of the calendar month during which the
adjustment is to take effect, and the denominator of which shall be the C.P.I. for
the calendar month in which the original Lease term commences. The sum so
calculated shall constitute the new monthly Base Rent hereunder, but, in no
event, shall such new monthly Base Rent be less than the Base Rent payable for
the month immediately preceding the date for the rent adjustment.
4.2.3 In the event the compilation and/or publication of the C.P.I. shall be transferred
to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the C.P.I. shall be used to
make such calculations. In the event that Lessor and Lessee cannot agree on
such alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in the County in which the Premises are located,
in accordance with the then rules of said association and the decision of the
arbitrators shall be binding upon the parties, notwithstanding one party failing to
appear after due notice of the proceeding. The cost of said Arbitrators shall be
paid equally by Lessor and Lessee.
4.2.4 Lessee shall continue to pay the rent at the rate previously in effect until the
increase, if any is determined. Within five (5) days following the date on which
the increase is determined, Lessee shall make such payment to Lessor as will
bring the increased rental current, commencing with the effective date of such
increase though the date of any rental installments then due. Thereafter the
rental shall be paid at the increased rate.
4.2.5 At such time as the amount of any change in rental required by this Lease is
known or determined, Lessor and Lessee shall execute an amendment to this
Lease setting forth such change.
5 Use.
5.1 Use. The Premises shall be used and occupied only for the purpose set forth in Article
1.4 of the Basic Lease Provisions or any other use which is reasonably comparable to
that use and for no other purpose.
5.2 Compliance with Law.
5.2.1 Lessor warrants to Lessee that the Premises, in the state existing on the date
that the Lease term commences, but without regard to alterations or
improvements made by Lessee or the use for which Lessee will occupy the
Premises, does not violate any covenants or restrictions of record, or any
applicable building code, regulation or ordinance in effect on such Lease term
Commencement Date. In the event it is determined that this warranty has been
Lease Agreement by and between City of Santa Clarita and College of the Canyons
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violated, then it shall be the obligation of the Lessor, after written notice from
Lessee, to promptly, at Lessor's sole cost and expense, rectify any such violation.
5.2.2 Except as provided in Article 5.2.1 Lessee shall, at Lessee's expense, promptly
comply with all applicable statutes, ordinances, rules, regulations, orders,
covenants and restrictions of record, and requirements of any fire insurance
underwriters or rating bureaus, now in effect or which may hereafter come into
effect, whether or not they reflect a change in policy from that now existing,
during the term or any part of the term hereof, relating in any manner to the
Premises and the occupation and use by Lessee of the Premises. Lessee shall
conduct its business in a lawful manner and shall not use or permit the use of
the Premises of the Common Areas in any manner that will tend to create waste
or a nuisance or shall tend to disturb other occupants of the Library.
5.3 Condition of Premises.
5.3.1 Lessor shall deliver the Premises to Lessee in a clean condition on the Lease
Commencement Date (unless Lessee is already in possession) and Lessor
warrants to Lessee that the plumbing, lighting, air conditioning, and heating
system in the Premises shall be in good operating condition. In the event that it
is determined that this warranty has been violated, then it shall be the obligation
of Lessor, after receipt of written notice from Lessee setting forth with specificity
the nature of the violation, to promptly, at Lessor's sole cost, rectify such
violation.
5.3.2 Except as otherwise provided in this Lease, Lessee hereby accepts the Premises
and the Library in their condition existing as of the Lease Commencement Date
or the date that Lessee takes possession of the Premises, whichever is earlier,
subject to all applicable zoning, municipal, county and state laws, ordinances and
regulations governing and regulating the use of the Premises, and any
easements, covenants or restrictions of record, and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached hereto.
Lessee acknowledges that it has satisfied itself by its own independent
Investigation that the Premises are suitable for its intended use, and that neither
Lessor nor Lessor's agent or agents has made any representation or warranty as
to the present or future suitability of the Premises, Common Areas, or Library for
the conduct of Lessee's business.
6 Maintenance, Repairs, Alterations and Common Area Services.
6.1 Lessor's Obligations. Lessor shall keep the Library Project, including the Premises,
exterior walls, roof, and exterior common areas, and the equipment, whether used
exclusively for the Premises or in common with other premises, in good condition and
repair; provided, however, Lessor shall not be obligated to paint, repair or replace
interior wall coverings, or to repair or replace any improvements that are not ordinarily a
part of the Building or are above currently established building standards. Except as
Lease Agreement by and between City of Santa Clarita and College of the Canyons
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provided in Article 8.3, there shall be no abatement of rent or liability of Lessee on
account of any injury or interference with Lessee's business with respect to any
improvements, alterations or repairs made by Lessor to the Library Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in effect
which would otherwise afford Lessee the right to make repairs at Lessor's expense or to
terminate this Lease because of Lessor's failure to keep the Premises in good order,
condition and repair.
6.2 Lessee's Obligations.
6.2.1 Notwithstanding Lessor's obligation to keep the Premises in good condition and
repair, Lessee shall be responsible for payment of the cost thereof to Lessor as
additional rent for that portion of the cost of any maintenance and repair of the
Premises, or any equipment (wherever located) that serves only Lessee or the
Premises, to the extent such cost is attributable to causes beyond normal wear
and tear. Lessee shall be responsible for the cost of painting, repairing or
replacing wall coverings, and to repair or replace any Premises improvements
that are not ordinarily a part of the Building or that are above then Building
standards. Lessor may, at its option, upon reasonable notice, elect to have
Lessee perform any particular such maintenance or repairs the cost of which is
otherwise Lessee's responsibility hereunder.
6.2.2 On the last day of the term hereof, or on any sooner termination, Lessee shall
surrender the Premises to Lessor in the same condition as received, ordinary
wear and tear excepted, clean and free of debris. Any damage or deterioration of
the Premises shall not be deemed ordinary wear and tear if the same could have
been prevented by good maintenance practices by Lessee. Lessee shall repair
any damage to the Premises occasioned by the installation or removal of
Lessee's trade fixtures, alterations, furnishings and equipment. Except as
otherwise stated in this Lease, Lessee shall leave the air lines, power panels,
electrical distribution systems, lighting fixtures, air conditioning, window
coverings, wall coverings, carpets, wall paneling, ceilings and plumbing on the
Premises and in good operating condition.
6.3 Alterations and Additions.
6.3.1 Lessee shall not, without Lessor's prior written consent make any alterations,
improvements, additions, Utility Installations or repairs in, on or about the
Premises, or the Library. As used in this Article 6.3 the term "Utility Installation"
shall mean carpeting, window and wall coverings, power panels, electrical
distribution systems, lighting fixtures, air conditioning, plumbing, and telephone
and telecommunication wiring and equipment. At the expiration of the term,
Lessor may require the removal of any or all of said alterations, improvements,
additions or Utility Installations, and the restoration of the Premises and the
Library to their prior condition, at Lessee's expense. Should Lessor permit Lessee
to make its own alterations, improvements, additions or Utility Installations,
Lease Agreement by and between City of Santa Clarita and College of the Canyons
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Lessee shall use only such contractor as has been expressly approved by Lessor,
and Lessor may require Lessee to provide Lessor, at Lessee's sole cost and
expense, a lien and completion bond in an amount equal to one and one-half
times the estimated cost of such improvements, to insure Lessor against any
liability for mechanic's and materialmen's liens and to insure completion of the
work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, or use a contractor not
expressly approved by Lessor, Lessor may, at any time during the term of this
Lease, require that Lessee remove any part or all of the same.
6.3.2 Any alterations, improvements, additions or Utility Installations in or about the
Premises or the Library that Lessee shall desire to make shall be presented to
Lessor in written form, with proposed detailed plans. If Lessor shall give its
consent to Lessee's making such alteration, improvement, addition or Utility
Installation, the consent shall be deemed conditioned upon Lessee acquiring a
permit to do so from the applicable governmental agencies, furnishing a copy
thereof to Lessor prior to the commencement of the work, and compliance by
Lessee with all conditions of said permit in a prompt and expeditious manner.
6.3.3 Lessee shall pay, when due, all claims for labor or materials furnished or alleged
to have been furnished to or for Lessee at or for use in the Premises, which
claims are or may be secured by any mechanic's or materialmen's lien against
the Premises, the Building or the Library, or any interest therein.
6.3.4 Lessee shall give Lessor not less than ten (10) days' notice prior to the
commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non -responsibility in or on the Premises or the
Building as provided by law. If Lessee shall, in good faith, contest the validity of
any such lien, claim or demand, then Lessee shall, at its sole expense defend
itself and Lessor against the same and shall pay and satisfy any such adverse
judgment that may be rendered thereon before the enforcement thereof against
the Lessor or the Premises, the Building or the Library, upon the condition that if
Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to
Lessor in an amount equal to such contested lien claim or demand indemnifying
Lessor against liability for the same and holding the Premises, the Building and
the Library free from the effect of such lien or claim. In addition, Lessor may
require Lessee to pay Lessor's reasonable attorneys' fees and costs in
participating in such action if Lessor shall decide it is to Lessor's best interest so
to do.
6.3.5 All alterations, improvements, additions and Utility Installations (whether or not
such Utility Installations constitute trade fixtures of Lessee), which may be made
to the Premises by Lessee, including but not limited to, floor coverings,
panelings, doors, drapes, built-ins, moldings, sound attenuation, and lighting and
telephone or communication systems, conduit, wiring and outlets, shall be made
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and done in a good and workmanlike manner and of good and sufficient quality
and materials and shall be the property of Lessor and remain upon and be
surrendered with the Premises, at the expiration of the Lease term, unless Lessor
requires their removal pursuant to Article 6.3.1. Provided Lessee is not in
default, notwithstanding the provisions of this Article 6.3.5, Lessee's personal
property and equipment, other than that which is affixed to the Premises so that
it cannot be removed without material damage to the Premises or the Building,
and other than Utility Installations, shall remain the property of Lessee and may
be removed by Lessee subject to the provisions of Article 6.3.1.
6.3.6 Lessee shall provide Lessor with as -built plans and specifications for any
alterations, improvements, additions or Utility Installations.
6.4 Utility Additions. Lessor reserves the right to install new or additional utility facilities
throughout the Library Project for the benefit of Lessor or Lessee, or any other lessee of
the Library, including, but not by way of limitation, such utilities as plumbing, electrical
systems, communication systems, and fire protection and detection systems, so long as
such installations do not unreasonably interfere with Lessee's use of the Premises.
7 Insurance, Indemnity.
7.1 Lessee's Liability Insurance: For the mutual benefit of Lessor and Lessee, Lessee
shall during the term of this lease cause to be issued and maintain on the leased
property public liability insurance in the sum of at least $1,000,000 for injury to or death
of one person, $1,000,000 for injury to or death of more than one person in any one
accident, insuring Lessee against liability for injury and/or death occurring in or on the
Premises and $1,000,000 of property damage coverage, and shall also name Lessor as
an additional insured on the policy. The Lessee shall maintain all such insurance in full
force and effect during the term of this lease and all extensions thereof, and shall pay all
premiums for the insurance. Evidence of insurance and of premiums shall be delivered
to the Lessor. Lessor recognizes that the Lessee is self-insured and accepts the self-
insurance as meeting the requirements of this section. The Lessee will cause to be
issued a Certificate of Insurance naming the Lessor as additional insured in respect to
this agreement.
7.2 Property Insurance -Lessee: Lessee shall, at Lessee's expense, obtain and keep in
force during the term of this Lease for the benefit of Lessee, replacement cost fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler leakage
and earthquake sprinkler leakage endorsements, in an amount sufficient to cover not less
than 100% of the full replacement cost, as the same may exist from time to time, of all
of Lessee's personal property, fixtures, equipment and/or tenant improvements located
on the Premises. Lessor recognizes that the Lessee is self-insured and accepts the self-
insurance as meeting the requirements of this section. The Lessee will cause to be
issued a Certificate of Insurance naming the Lessor as additional insured in respect to
this agreement.
Lease Agreement by and between Gty of Santa Clarita and College of the Canyons
Page 10 of 27
7.3 Waiver of Subrogation: Lessee and Lessor each hereby release and relieve the other,
and waive their entire right of recovery against the other, for direct or consequential loss
or damage arising out of or incident to the perils covered by property insurance carried
by such parry, whether due to the negligence of Lessor or Lessee or their agents,
employees, contractors and/or invitees. If necessary, all property insurance policies
required under this Lease would be endorsed to ensure coverage for this provision.
7.4 Indemnity: Lessee shall indemnify and hold harmless Lessor and its agents, Lessor's
master or ground Lessor, partners and lenders, from and against any and all claims for
damage and/or liability to the person or property of anyone or any entity arising from
Lessee's use of the Premises, or from the conduct of Lessee's business or from any
activity, work or things done, permitted or suffered by Lessee in or about the Premises or
else -where and shall further indemnify and hold harmless Lessor from and against any
and all claims, costs and expenses arising from any breach or default in the performance
of any obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents, contractors,
employees, or invitees, and from and against all costs, attorney's fees, expenses and
liabilities incurred by Lessor as the result of any such use, conduct, activity, work, things
done, permitted or suffered, breach, default or negligence, and in dealing reasonably
therewith, including but not limited to the defense or pursuit of any claim or any action
or proceeding involved therein: and in case any action or proceeding be brought against
City by reason of any such matter, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense. Lessor need not have first paid any such claim in
order to be so indemnified. Lessee, as a material part of the consideration to Lessor,
hereby assumes all risk of damage to property of Lessee or injury to persons, in, upon or
about the Premises arising from any cause and Lessee hereby waives all claims in respect
thereof against Lessor.
7.5 Exemption of Lessor from Liability: Lessee hereby agrees that Lessor shall not be
liable for injury to Lessee's business or any loss of income therefrom or for loss of or
damage to the goods, wares, merchandise or other property of Lessee, Lessee's
employees, invitees, customers, or any other person in or about the Premises, nor shall
Lessor be liable for Injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft, fire,
steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether said damage or injury results from conditions
arising upon the Premises, or from other sources or places, or from new construction or
the repair, alteration or improvement of any part of the Premises, or of the equipment,
fixtures or appurtenances applicable thereto, and regardless of whether the cause of
such damage or injury or the means of repairing the same is inaccessible, Lessor shall
not be liable for any damages arising from any act or neglect of any other: Lessee,
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 11 of 27
occupant or user of the Library, nor from the failure of Lessor to enforce the provisions
of any other lease of any other Lessee of the Library.
7.6 No Representation of Adequate Coverage: Lessor makes no representation that the
limits or forms of coverage of insurance specified within this agreement are adequate to
cover Lessee's property or obligations under this Lease.
8 Damage or Destruction.
8.1 Definitions.
(a) "Premises Damage" shall mean if the Premises are damaged or destroyed to any
extent.
(b) "Premises Building Partial Damage" shall mean if the Building of which the Premises
are a part is damaged or destroyed to the extent that the cost to repair is less than fifty percent (50%) of
the then Replacement Cost of the building.
(c) "Premises Building Total Destruction" shall mean if the Building of which the Premises
are a part is damaged or destroyed to the extent that the cost to repair is fifty percent (50%) or more of
the then Replacement Cost of the Building.
(d) "Library Buildings" shall mean all of the buildings on the Library site.
(e) "Library Buildings Total Destruction" shall mean if the Library Buildings are damaged
or destroyed to the extent that the cost of repair is fifty percent (50%) or more of the then Replacement
Cost of the Library Buildings.
(f) "Insured Loss" shall mean damage or destruction which was caused by an event
required to be covered by the insurance described in Article 7. The fact that an Insured Loss has a
deductible amount shall not make the loss an uninsured loss.
(g) "Replacement Cost" shall mean the amount of money necessary to be spent in order
to repair or rebuild the damaged area to the condition that existed immediately prior to the damage
occurring, excluding all improvements made by lessees, other than those installed by Lessor at Lessee's
expense.
8.2 Premises Damage; Premises Building Partial Damage.
8.2.1 Insured Loss: Subject to the provisions of Articles 7.4 and 7.5, if at any time
during the term of this Lease there is damage which is an Insured Loss and
which falls into the classification of either Premises Damage or Premises Building
Partial Damage, then Lessor shall, as soon as reasonably possible and to the
extent the required materials and labor are readily available through usual
commercial channels, at Lessor's expense, repair such damage (but not Lessee's
fixtures, equipment or tenant improvements originally paid for by Lessee) to its
condition existing at the time of the damage, and this Lease shall continue in full
force and effect.
8.2.2 Uninsured Loss: Subject to the provisions of Articles 7.4 and 7.5, if at any time
during the term of this Lease there is damage which is not an Insured Loss and
which falls within the classification of Premises Damage or Premises Building
Partial Damage, unless caused by a negligent or willful act of Lessee (in which
Lease Agreement by and between Oty of Santa Oarita and College of the Canyons
Page 12 of 27
event Lessee shall make the repairs at Lessee's expense), which damage
prevents Lessee from making any substantial use of the Premises, Lessor may at
Lessor's option either (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and effect,
or (ii) give written notice to Lessee within thirty (30) days after the date of the
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease as of the date of the occurrence of such damage, in which event this
Lease shall terminate as of the date of the occurrence of such damage.
8.2.3 Premises Building Total Destruction; Library Project Total Destruction.
Subject to the provisions of Articles 7.4 and 7.5, if at any time during the term of
this Lease there is damage, whether or not it is an Insured Loss, which falls into
the classifications of either (i) Premises Building Total Destruction, or (ii) Library
Total Destruction, then Lessor may at Lessor's option either (i) repair such
damage or destruction as soon as reasonably possible at Lessor's expense (to
the extent the required materials are readily available through usual commercial
channels) to its condition existing at the time of the damage, but not Lessee's
fixtures, equipment or tenant improvements, and this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days after
the date of occurrence of such damage of Lessor's intention to cancel and
terminate this Lease, in which case this Lease shall terminate as of the date of
the occurrence of such damage.
8.2.4 Damage Near End of Term.
8.2.4.1 Subject to Article 8.2.4.2(b), if at any time during the last twelve
(12) months of the term of this Lease there is substantial damage to
the Premises, Lessor may at Lessor's option cancel and terminate
this Lease as of the date of occurrence of such damage by giving
written notice to Lessee of Lessor's election to do so within 30 days
after the date of occurrence of such damage.
8.2.4.2 Notwithstanding Article 8.2.4.1(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Lessee shall exercise
such option, if it is to be exercised at all, no later than twenty (20)
days after the occurrence of an Insured Loss falling within the
classification of Premises Damage during the last twelve (12) months
of the term of this Lease. If Lessee duly exercises such option during
said twenty (20) day period, Lessor shall, at Lessor's expense, repair
such damage, but not Lessee's fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such
option during said twenty (20) day period, then Lessor may at
Lessor's option terminate and cancel this Lease as of the expiration
Lease Agreement by and between City of Santa Ciarita and College of the Canyons
Page 13 of 27
of said twenty (20) day period by giving written notice to Lessee of
Lessor's election to do so within ten (10) days after the expiration of
said twenty (20) day period, notwithstanding any term or provision
in the grant of option to the contrary.
8.3 Abatement of Rent; Lessee's Remedies.
(a) In the event Lessor repairs or restores the Building or Premises pursuant to the
provisions of this Article 8, and any part of the Premises are not usable (including loss of use due to loss
of access or essential services), the rent payable hereunder (including Lessee's Share of Operating
Expense Increase) for the period during which such damage, repair or restoration continues shall be
abated, provided (1) the damage was not the result of the negligence of Lessee, and (2) such abatement
shall only be to the extent the operation and profitability of Lessee's business as operated from the
Premises is adversely affected. Except for said abatement of rent, if any, Lessee shall have no claim
against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration.
(b) If Lessor shall be obligated to repair or restore the Premises or the Building under the
provisions of this Article 8 and shall not commence such repair or restoration within ninety (90) days after
such occurrence, or if Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease by giving Lessor written
notice of Lessee's election to do so at any time prior to the commencement or completion, respectively,
of such repair or restoration. In such event this Lease shall terminate as of the date of such notice.
(c) Lessee agrees to cooperate with Lessor in connection with any such restoration and
repair, including but not limited to the approval and/or execution of plans and specifications required.
8.4 Termination -Advance Payments. Upon termination of this Lease pursuant to this
Article 8, an equitable adjustment shall be made concerning advance rent and any
advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee
so much of Lessee's security deposit as has not theretofore been applied by Lessor.
8.5 Waiver. Lessor and Lessee waive the provisions of any statute which relate to
termination of leases when leased property is destroyed and agree that such event shall
be governed by the terms of this Lease.
9 Real Property Taxes
9.1 Payment of Taxes. Lessor shall pay the real property tax, as defined in Article 8.3
applicable to the Library subject to reimbursement by Lessee of Lessee's Share of such
taxes in accordance with the provisions of Article 4.2, except as otherwise provided in
Article 8.2.
9.2 Additional Improvements. Lessee shall not be responsible for paying any increase in
real property tax specified in the tax assessor's records and work sheets as being caused
by additional improvements placed upon the Library by other lessees or by Lessor for the
exclusive enjoyment of any other lessee. Lessee shall, however, pay to the requesting
agency, the entirety of any increase in real property tax, if assessed solely by reason of
additional improvements placed upon the Premises by Lessee or at Lessee's request.
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 14 of 27
9.3 Definition of "Real Property Tax." As used herein, the term "real property tax" shall
include any form of real estate tax or assessment, general, special, ordinary or
extraordinary, and any license fee, commercial rental tax, improvement bond or bonds,
levy or tax (other than inheritance, personal income or estate taxes) imposed on the
Library or any portion thereof by any authority having the direct or indirect power to tax,
including any city, county, state or federal government, or any school, agricultural,
sanitary, fire, street, drainage or other improvement district thereof, as against any legal
or equitable interest of Lessor in the Library or in any portion thereof, as against Lessor's
right to rent or other income therefrom, and as against Lessor's business of leasing the
Library. The term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy, assessment or charge
hereinabove included within the definition of "real property tax," or (ii) the nature of
which was hereinbefore included within the definition of `real property tax," or (iii) which
is imposed for a service or right not charged prior to June 1, 1978, or, if previously
charged, has been increased since June 1, 1978, or (iv) which is imposed as a result of a
change in ownership, as defined by applicable local statutes for property tax purposes, of
the Library or which is added to a tax or charge hereinbefore included within the
definition of real property tax by reason of such change of ownership or (v) which is
imposed by reason of this transaction, any modifications or changes hereto, or any
transfers hereof.
9.4 joint Assessment. If the improvements or property, the taxes for which are to be paid
separately by Lessee under Article 9.2 or 9.5 are not separately assessed, Lessee's
portion of that tax shall be equitably determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information (which may include the
cost of construction) as may be reasonably available. Lessor's reasonable determination
thereof, in good faith, shall be conclusive.
9.5 Personal Property Taxes.
9.5.1 Lessee shall pay prior to delinquency all taxes assessed against and levied upon
trade fixtures, furnishings, equipment and all other personal property of Lessee
contained in the Premises or elsewhere.
9.5.2 If any of Lessee's said personal property shall be assessed with Lessor's real
property, Lessee shall pay to Lessor the taxes attributable to Lessee within ten
(10) days after receipt of a written statement setting forth the taxes applicable to
Lessee's property.
9.5.3 Possessory Interest: Notwithstanding anything contained elsewhere in this
Lease, and limited only to those taxes specifically assessed to City, Lessee is
solely responsible for any tax(es) levied upon their proportionate share of leased
space, or arising as a result of this agreement, including any and all penalties
that may be associated with such taxes. City claims no responsibility for the
preparation, payment or any claims associated with any tax assessed to Lessee,
10 Utilities.
Lease Agreement by and between aty of Santa Clarita and College of the Canyons
Page 15 of 27
10.1 Services Provided by Lessor. Lessor shall not be responsible for providing any utility
services that Lessee may require for it's own particular operational needs.
10.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services specially or exclusively supplied and/or metered
exclusively to the Premises or to Lessee, together with any taxes thereon. If any such
services are not separately metered to the Premises, Lessee shall pay at Lessor's option,
either Lessee's Share or a reasonable proportion to be determined by Lessor of all
charges jointly metered with other premises in the Building.
11 Assignment and Subletting. Lessee agrees that there are no opportunities to assign or sublet
the leased premises during the term of this agreement or during any subsequent extensions,
thereof.
12 Default; Remedies.
12.1 Default. The occurrence of any one or more of the following events shall constitute a
material default of this Lease by Lessee:
(a) The vacation, or abandonment of the Premises by Lessee. Vacation of the Premises
shall include the failure to occupy the Premises for a continuous period of sixty (60) days or more,
whether or not the rent is paid.
(b) The breach by Lessee of any of the covenants, conditions or provisions of Articles
6.3(1), (2) or (4) (alterations), 11(assignment or subletting), 12.1 (1) (vacation or abandonment), 12.1
(5) (insolvency), 13.1 (6) (false statement), 14(a) (estoppel certificate), 28(b) (subordination), 31
(auctions), or 39.1 (easements), all of which are hereby deemed to be material, non -curable defaults
without the necessity of any notice by Lessor to Lessee thereof.
(c) The failure by Lessee to make any payment of rent or any other payment required to
be made by Lessee hereunder, as and when due, where such failure shall continue for a period of three
(3) days after written notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or
Quit shall also constitute the notice required by this subparagraph.
(d) The failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Lessee other than those referenced in subArticles
(b) and (c), above, where such failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's noncompliance is such
that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to
be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law, such thirty (30) day notice shall
constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer
statutes.
(e) (i) The making by Lessee of any general arrangement or general assignment for the
benefit of creditors; (ii) Lessee becoming a "debtor" as defined in 11 U.S.C. '101 or
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 16 of 27
any successor statute thereto (unless, in the case of a petition filed against Lessee,
the same is dismissed within sixty (60) days; (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at the
Premises or of Lessee's interest in this Lease, where possession is not restored to
Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial
seizure of substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30) days.
In the event that any provision of this Article 13.1(e) is contrary to any applicable
law, such provision shall be of no force or effect.
(f) The discovery by Lessor that any financial statement given to Lessor by Lessee, or
its successor in interest or by any guarantor of Lessee's obligation hereunder, was
materially false.
12.2 Remedies. In the event of any material default or breach of this Lease by Lessee,
Lessor may at anytime thereafter, with or without notice or demand and without limiting Lessor
in the exercise of any right or remedy, which Lessor may have by reason of such default:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which
case this Lease and the term hereof shall terminate and Lessee shall immediately surrender possession of
the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages
incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering
possession of the Premises; expenses of reletting, including necessary renovation and alteration of the
Premises, reasonable attorneys' fees, and any real estate commission actually paid; the worth at the time
of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance
of the term after the time of such award exceeds the amount of such rental loss for the same period that
Lessee proves could be reasonably avoided; that portion of the leasing commission paid by Lessor and
applicable to the unexpired term of this Lease.
(b) Maintain Lessee's right to possession in which case this Lease shall continue in effect
whether or not Lessee shall have vacated or abandoned the Premises. In such event Lessor shall be
entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the
rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Lessor under the laws or
judicial decisions of the state wherein the Premises are located. Unpaid installments of rent and other
unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date due
at the maximum rate then allowable by law.
12.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform
obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after
written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the
Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 17 of 27
wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's
obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30 -day period and thereafter diligently pursues the
same to completion.
12.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee to Lessor of
Base Rent, Lessee's Share of Operating Expense Increase or other sums due hereunder will cause Lessor
to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges
which may be imposed on Lessor by the terms of any mortgage or trust deed covering the Library.
Accordingly, if any installment of Base Rent, Operating Expense Increase, or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee within ten (1 0) days after such amount shall
be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge
equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptance
of such late charge by Lessor shall in no event constitute a waiver of Lessee's default with respect to
such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted
hereunder.
13. Condemnation. If the Premises or any portion thereof or the Library are taken under the power
of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called
"condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so much of the Premises or the
Library are taken by such condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall have the option, to be
exercised only in writing within thirty (30) days after Lessor shall have given Lessee written notice of
such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall
remain in full force and effect as to the portion of the Premises remaining, except that the rent and
Lessee's Share of Operating Expense Increase shall be reduced in the proportion that the floor area of
the Premises taken bears to the total floor area of the Premises. Common Areas taken shall be excluded
from the Common Areas usable by Lessee and no reduction of rent shall occur with respect thereto or by
reason thereof. Lessor shall have the option in its sole discretion to terminate this Lease as of the taking
of possession by the condemning authority, by giving written notice to Lessee of such election within
thirty (30) days after receipt of notice of a taking by condemnation of any part of the Premises or the
Library. Any award for the taking of all or any part of the Premises or the Library under the power of
eminent domain or any payment made under threat of the exercise of such power shall be the property
of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold or
for the taking of the fee, or as severance damages, provided, however, that Lessee shall be entitled to
any separate award for loss of or damage to Lessee's trade fixtures, removable personal property and
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 18 of 27
unamortized tenant improvements that have been paid for by Lessee. For that purpose the cost of such
improvements shall be amortized over the original term of this Lease excluding any options. In the event
that this Lease Is not terminated by reason of such condemnation, Lessor shall to the extent of severance
damages received by Lessor in connection with such condemnation, repair any damage to the Premises
caused by such condemnation except to the extent that Lessee has been reimbursed therefore by the
condemning authority. Lessee shall pay any amount in excess of such severance damages required to
complete such repair.
14. Estoppel Certificate.
(A) Each party (as "responding party's shall at any time upon not less than ten (10) days' prior
written notice from the other party ("requesting party's execute, acknowledge and deliver to the
requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect) and the date to which the rent and other charges are paid in
advance, if any, and (ii) acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party or specifying such defaults if any are claimed. Any
such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the
Library or of the business of Lessee.
(B) At the requesting party's option, the failure to deliver such statement within such time shall
be a material default of this Lease by the party who is to respond, without any further. notice to such
party, or it shall be conclusive upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there are no uncured defaults in
the requesting party's performance, and (iii) if Lessor is the requesting party, not more than one month's
rent has been paid in advance.
(C) If Lessor desires to finance, refinance, or sell the Library, or any part thereof, Lessee hereby
agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee as
may be reasonably required by such lender or purchaser. Such statements shall include the past three (3)
years' financial statements of Lessee. All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes herein set forth.
15. Lessor's Liability. The term "Lessor" as used herein shall mean only the owner or owners, at
the time in question, of the fee title or a lessee's interest in a ground lease of the Library, and except as
expressly provided in Article 14, in the event of any transfer of such title or interest, Lessor herein named
(and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of
such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any
funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an
interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by
Lease Agreement by and between Clty of Santa Clanta and College of the Canyons
Page 19 of 27
Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.
16. Severability. The invalidity of any provision of this Lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other provision hereof.
17. Interest on Past -due Obligations. Except as expressly herein provided, any amount due to
Lessor not paid when due shall bear interest at the maximum rate then allowable by law or judgments
from the date due. Payment of such interest shall not excuse or cure any default by Lessee under this
Lease; provided, however, that interest shall not be payable on late charges incurred by Lessee nor on
any amounts upon which late charges are paid by Lessee.
18. Time of Essence. Time is of the essence with respect to the obligations to be performed under
this Lease.
19. Additional Rent. All monetary obligations of Lessee to Lessor under the terms of this Lease,
including but not limited to Lessee's Share of Interior or Exterior Common Area Expense Increase
and any other expenses payable by Lessee hereunder shall be deemed to be additional rent.
Also refer to conditions specifically defined in the Workletter, Exhibit C.
20. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of
the parties with respect to any matter mentioned herein. No prior or contemporaneous agreement or
understanding pertaining to any such matter shall be effective. This Lease may be modified in writing
only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this
Lease, Lessee hereby acknowledges that neither the real estate broker listed in Article 14 hereof nor any
cooperating broker on this transaction nor the Lessor or any employee or agents of any of said persons
has made any oral or written warranties or representations to Lessee relative to the condition or use by
Lessee of the Premises or the Library and Lessee acknowledges that Lessee assumes all responsibility
regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the
compliance thereof with all applicable laws and regulations in effect during the term of this Lease.
21. Notices. Any notice required or permitted to be given hereunder shall be in writing and may be
given by personal delivery or by certified or registered mail, and shall be deemed sufficiently given if
delivered or addressed to Lessee or to Lessor at the address noted below or adjacent to the signature of
the respective parties, as the case may be. Mailed notices shall be deemed given upon actual receipt at
the address required, or forty eight hours following deposit in the mail, postage prepaid, whichever first
occurs. Either party may by notice to the other specify a different address for notice purposes except that
upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice
purposes. A copy of all notices required or permitted to be given to Lessor hereunder shall be
concurrently transmitted to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.
Lease Agreement by and between CIty of Santa Clarita and College of the Canyons
Page 20 of 27
22. Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other
Provision hereof or of any subsequent breach by Lessee of the same or any other provision. Lessor's
consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's
consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor
shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of
Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge of such preceding breach
at the time of acceptance of such rent.
23. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and
deliver to the other a "short form" memorandum of this Lease for recording purposes.
24. Holding Over. If Lessee, with Lessor's consent, remains in possession of the Premises or any
part thereof after the expiration of the term hereof, such occupancy shall be a tenancy from month to
month upon all the provisions of this Lease pertaining to the obligations of Lessee, except that the rent
payable shall be two hundred percent (200%) of the rent payable immediately preceding the termination
date of this Lease, and all Options, if any, granted under the terms of this Lease shall be deemed
terminated and be of no further effect during said month to month tenancy.
25. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.
26. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be
deemed both a covenant and a condition.
27. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment or
subletting by Lessee and subject to the provisions of Article 16, this Lease shall bind the parties, their
personal representatives, successors and assigns. This Lease shall be governed by the laws of the State
where the Library is located and any litigation concerning this Lease between the parties hereto shall be
initiated in the county in which the Library is located.
28. Subordination.
(A) This Lease, and any Option or right of first refusal granted hereby, at Lessor's option, shall
be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now
or hereafter placed upon the Library and to any and all advances made on the security thereof and to all
renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Lessee's right to quiet possession of the Premises shall not be disturbed if Lessee is not in
default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or
ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its
mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 21 of 27
such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease
or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.
(B) Lessee agrees to execute any documents required to effectuate an attornment, a
subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed
of trust or ground lease, as the case may be. Lessee's failure to execute such documents within ten (10)
days after written demand shall constitute a material default by Lessee hereunder without further notice
to Lessee or, at Lessor's option, Lessor shall execute such documents on behalf of Lessee as Lessee's
attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's
attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with
this Article 29(1).
29 Attorneys' Fees.If either party or the broker(s) named herein bring an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such action, trial or appeal
thereon, shall be entitled to his reasonable attorneys' fees to be paid by the losing party as fixed
by the court in the same or a separate suit, and whether or not such action is pursued to
decision or judgment. The provisions of this Article shall inure to the benefit of the broker named
herein who seeks to enforce a right hereunder.
29.1 The attorneys' fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred in
good faith.
29.2 Lessor shall be entitled to reasonable attorney's fees and all other costs and expenses
incurred in the preparation and service of notice of default and consultations in
connection therewith, whether or not a legal transaction is subsequently commenced in
connection with such default.
30 Lessor's Access.
30.1 Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times
for the purpose of inspecting the same, performing any services required of Lessor,
showing the same to prospective purchasers, lenders, or lessees, taking such safety
measures, erecting such scaffolding or other necessary structures, making such
alterations, repairs, improvements or additions to the Premises or to the Library as
Lessor may reasonably deem necessary or desirable and the erecting, using and
maintaining of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the Premises.
Lessor may at any time place on or about the Premises or the Building, any ordinary "For
Sale" signs and Lessor may at any time during the last 120 days of the term hereof place
on or about the Premises any ordinary "For Lease" signs.
30.2 All activities of Lessor pursuant to this Article shall be without abatement of rent, nor
shall Lessor have any liability to Lessee for the same.
Lease Agreement by and between city of Santa Clarita and College of the Canyons
Page 22 of 27
30.3 Lessor shall have the right to retain keys to the Premises and to unlock all doors in or
upon the Premises other than to files, vaults and safes, and in the case of emergency to
enter the Premises by any reasonably appropriate means, and any such entry shall not
be deemed a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee
waives any charges for damages or injuries or interference with Lessee's property or
business in connection therewith.
31 Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises or the Common Areas without first having obtained
Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor
shall not be obligated to exercise any standard of reasonableness in determining whether to
grant such consent. The holding of any auction on the Premises or Common Areas in violation of
this Article shall constitute a material default of this Lease.
32 Signs. Lessee shall not place any sign upon the Premises or the Library without Lessor's prior
written consent, Under no circumstances shall Lessee place a sign on any roof of the Library.
33 Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation
thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor,
terminate all or any existing subtenancies or may, at the option of Lessor, operate as an
assignment to Lessor of any or all of such subtenancies.
34 Consents. Except for Articles 31 (Auctions) and 32 (Signs) hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent shall not be
unreasonably withheld or delayed.
35 Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the
same obligations as Lessee under this Lease.
36 Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing
all of the covenants, conditions and provisions on Lessee's part to be observed and performed
hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof subject
to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor
represent and warrant to Lessee that they are fully authorized and legally capable of executing
this Lease on behalf of Lessor and that such execution is binding upon all parties holding an
ownership interest in the Library.
37 Options.
37.1 Two year renewal Option. Lessor and Lessee agree that following the initial three-
year (3 year) term of this agreement, Lessee shall have an option to continue leasing the
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 23 of 27
premises for one additional two (2) year period. This option is available to Lessee
contingent upon Lessee providing written notice of intent to renew this agreement to
Lessor at least 90 days before the end of the initial term.
37.2 Month-to-month renewal. Lessee may continue to lease the premises on a month-
to-month basis for an indefininte amount of time, and at a rate as then negotiated upon
completion of all previous approved terms. This option is contingent upon and
subordinate to Lessor's then -current obligations to the Los Angeles County Library. This
contingency is limited to Lessor's obligations at that time to the Los Angeles County
Library's continued use of the adjacent area within the Library Project.
38 Security Measures -Lessors Reservations.
38.1 Lessee hereby acknowledges that Lessor shall have no obligation whatsoever to provide
guard service or other security measures for the benefit of the Premises or the Library.
Lessee assumes all responsibility for the protection of Lessee, its agents, and invitees
and the property of Lessee and of Lessee's agents and invitees from acts of third parties.
Nothing herein contained shall prevent Lessor, at Lessor's sole option, from providing
security protection for the Library or any part thereof, in which event the cost thereof
shall be included within the definition of Operating Expenses, as set forth in Article 1.9.2,
Article 2.3.2.6., and 4.2.5.
38.2 Lessor shall have the following rights:
(a) To change the name, address or title of the Library or building in which the Premises
are located upon not less than 90 days prior written notice;
(b) To, at Lessee's expense, provide and install Building standard graphics on the door of
the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate;
(c) To permit any lessee the exclusive right to conduct any business as long as such
exclusive does not conflict with any rights expressly given herein;
(d) To place such signs, notices or displays as Lessor reasonably deems necessary or
advisable upon the roof, exterior of the buildings or the Library or on pole signs in the Common Areas;
38.3 Lessee shall not:
(a) Use a representation (photographic or otherwise) of the Building or the Library or
their name(s) in connection with Lessee's business;
(b) Suffer or permit anyone, except in emergency, to go upon the roof of the Building.
39 Easements.
39.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and
dedications that Lessor deems necessary or desirable, and to cause the recordation of
Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and
restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee
shall sign any of the aforementioned documents upon request of Lessor and failure to do
so shall constitute a material default of this Lease by Lessee without the need for further
notice to Lessee.
Lease Agreement by and between City of Santa Clarita and College of the Canyons
Page 24 of 27
39.2 The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of
the Building, whether by Lessor or third parties, shall in no way affect this Lease or
impose any liability upon Lessor,
40 Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against whom
the obligation to pay the money is asserted shall have the right to make payment "under protest"
and such payment shall not be regarded as a voluntary payment, and there shall survive the right
on the part of said party to institute suit for recovery of such sum. If it shall be adjudged that
there was no legal obligation on the part of said party to pay such sum or any part thereof, said
party shall be entitled to recover such sum or so much thereof as it was not legally required to
pay under the provisions of this Lease.
41 Authority. If Lessee is a corporation, trust, or general or limited partnership, Lessee, and each
Individual executing this Lease on behalf of such entity represent and warrant that such
individual is duly authorized to execute and deliver this Lease on behalf of said entity. If Lessee is
a corporation, trust or partnership, Lessee shall, within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.
42 Conflict. Any conflict between the printed provisions, Exhibits or Addenda of this Lease and the
typewritten or handwritten provisions, if any, shall be controlled by the typewritten or
handwritten provisions.
43 No Offer. Preparation of this Lease by Lessor or Lessor's agent and submission of same to
Lessee shall not be deemed an offer to Lessee to lease. This Lease shall become binding upon
Lessor and Lessee only when fully executed by both parties.
44 Lender Modification. Lessee agrees to make such reasonable modifications to this Lease as
may be reasonably required by an institutional lender in connection with the obtaining of normal
financing or refinancing of the Library.
45. Multiple Parties. If more than one person or entity is named as either Lessor or Lessee herein,
except as otherwise expressly provided herein, the obligations of the Lessor or Lessee herein
shall be the joint and several responsibility of all persons or entities named herein as such Lessor
or Lessee, respectively.
46. Work Letter. This Lease is supplemented by that certain Work Letter of even date executed by
Lessor and Lessee, attached hereto as Exhibit C, and incorporated herein by this reference.
Further, Lessor will construct basic tenant improvements in a manner acceptable to both Lessor
and Lessee. The cost of such over -standard tenant improvements is the responsibility of Lessee.
Such costs are in addition to the rental rate defined above.
Lease Agreement by and between City of Santa Ciarita and College of the Canyons
Page 25 of 27
47. Attachments. Attached hereto are the following documents, which constitute a part of this
Lease:
Exhibit A - Floor Plan
Exhibit B - Rules and Regulations
Exhibit C - Work Letter
Lease Agreement by and between Gty of Santa Garita and College of the Canyons
Page 26 of 27
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND
VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS
EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
COLLEGE OF THE CANYONS
Un
Date:
FOR CITY OF SANTA CLARITA:
By:
Date:
Attest:
Date:
George A. Caravalho, City Manager
City Clerk
BURKE, WILLIAMS & SORENSEN
Approved as to form:
0
Carl K. Newton, City Attorney
Date:
Lease Agreement by and between City of Santa Qarita and College of the Canyons
Page 27 of 27
EXHIBIT A
FLOOR PLAN
APN 2503.039-002
Not to Scale
Square footage shown is approximate.
Actual square footage will be confirmed following completion of
construction and incorporated into this agreement by addendum.
EXHIBIT B
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
Dated January 17, 2001
By and Between The City of Santa Clarita and College of the Canyons:
These rules and regulations remain contingent upon and inclusive of any and all separate
agreements in place now, or in the future between the Lessor and master rules and regulations
agreements in place with the premises developer. Any terms contained within this Exhibit may
be changed, with written notice of such changes provided to Lessor.
GENERAL RULES
1. Lessee shall not suffer or permit the obstruction of any Common Areas, including
driveways, walkways and stairways.
2. Lessor reserves the right to refuse access to any persons Lessor in good faith judges to
be a threat to the safety, reputation, or property of the Library and its occupants.
3. Lessee shall not make or permit any noise or odors that annoy or interfere with other
lessees or persons having business within the Office Building Project.
4. Lessee shall not keep animals or birds within the Library, and shall not bring bicycles,
motorcycles or other vehicles into areas not designated as authorized for same.
5. Lessee shall not make, suffer or permit litter except in appropriate receptacles for that
purpose.
6. Lessee shall not alter any lock or install new or additional locks or bolts.
7. Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or
other utilities. No foreign substances of any kind are to be inserted therein.
8. Lessee shall not deface the walls, partitions or other surfaces of the premises or Library.
9. Lessee shall not suffer or permit any thing in or around the Premises or Building that
causes excessive vibration or floor loading in any part of the Library.
10. Furniture, significant freight and equipment shall be moved into or out of the building
only with the Lessor's knowledge and consent, and subject to such reasonable limitations,
techniques and timing, as may be designated by Lessor. Lessee shall be responsible for any
damage to the Library arising from any such activity.
11. Lessee shall not employ any service or contractor for services or work to be performed
in the Building, except as approved by Lessor.
12. Lessor reserves the right to close and lock the Building on Saturdays, Sundays and legal
holidays, and on other days between the hours of P.M. and A.M. of the
following day. If Lessee uses the Premises during such periods, Lessee shall be responsible for
securely locking any doors it may have opened for entry.
13. Lessee shall return all keys at the termination of its tenancy and shall be responsible for
the cost of replacing any keys that are lost.
14. No window coverings, shades or awnings shall be installed or used by Lessee.
15. No Lessee, employee or invitee shall go upon the roof of the Building.
16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in
areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking
areas.
17. Lessee shall not use any method of heating or air conditioning other than as provided
by Lessor.
18. Lessee shall not install, maintain or operate any vending machines upon the Premises
without Lessor's written consent.
19. The Premises shall not be used for lodging or manufacturing, cooking or food
preparation.
20. Lessee shall comply with all safety, fire protection and evacuation regulations
established by Lessor or any applicable governmental agency
21. Lessor reserves the right to waive any one of these rules or regulations, and/or as to
any particular Lessee, and any such waiver shall not constitute a waiver of any other rule or
regulation or any subsequent application thereof to such Lessee.
22. Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked
as may be required.
23. Lessor reserves the right to make such other reasonable rules and regulations as it may
from time to time deem necessary for the appropriate operation and safety of the
Library and its occupants. Lessee agrees to abide by these and such rules and
regulations.
PARKING RULES
I. Parking areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted
Size Vehicles are herein referred to as "Oversized Vehicles."
2. Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee
or Lessee's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or
parked in areas other than those designated by Lessor for such activities.
3. Parking stickers or identification devices shall be the property of Lessor and be returned
to Lessor by the holder thereof upon termination of the holder's parking privileges. Lessee will
pay such replacement charge as is reasonably established by Lessor for the loss of such
devices.
4. Lessor reserves the right to refuse the sale of monthly identification devices to any
person or entity that willfully refuses to comply with the applicable rules, regulations, laws
and/or agreements.
5. Lessor reserves the right to relocate all or a part of parking spaces from floor to floor,
within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably allocate
them between compact and standard size spaces, as long as the same complies with applicable
laws, ordinances and regulations.
6. Users of the parking area will obey all posted signs and park only in the areas designated
for vehicle parking.
7. Unless otherwise instructed, every person using the parking area is required to park and
lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to
persons or loss of property, all of which risks are assumed by the parry using the parking area.
8. Validation, if established, will be permissible only by such method or methods as Lessor
and/or its licensee may establish at rates generally applicable to visitor parking.
9. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or
Common Areas is prohibited.
10. Lessee shall be responsible for seeing that all of its employees, agents and invitees
comply with the applicable parking rules, regulations, laws and agreements.
11. Lessor reserves the right to modify these rules and/or adopt such other reasonable and
non-discriminatory rules and regulations as it may deem necessary for the proper operation of
the parking area.
12. Such parking use as is herein provided is intended merely as a license only and no
bailment is intended or shall be created hereby.
EXHIBIT C
WORK LETTER TO STANDARD OFFICE LEASE
Dated: January 17, 2001
By and Between The City of Santa Clarita and College of the Canyons.
The Premises shall be constructed using the types and quantity of material or finish equal to the
building standard improvements, as further defined as follows. Building standard improvements
shall include the basic construction for all exterior building walls, all interior partition walls, the
restrooms, doors, t -bar ceiling (with recessed fluorescent lighting dropped into the 2X4 t -bar
grid), and includes provision of electrical outlets in an amount equal to the current building code
requirements. In addition, the interior finish shall consist of painted walls and the installation of
carpeting for the floors, in a color and style of Lessee's choice, as selected from a sample
selection provided throughout the Library Project and to Lessee by Lessor. In the event Lessee
desires to upgrade or otherwise change the interior finish materials to anything other than the
selection offered by Lessor, any additional costs incurred will be addressed at the time such
requests are made, with any additional cost being agreed upon in advance, then incorporated
into this agreement by way of addendum.
I. Completion of Improvements
Lessor shall facilitate the construction and completion of all required improvements to the
Premises, and shall ensure all improvements adhere to the plans and specifications prepared on
Lessor's behalf and as approved by Lessee.
2. Preparation of Plans and Specifications
Lessor shall prepare at its cost and deliver to Lessee for its approval One (1) copy of the
preliminary plans and specifications for the completion of the Improvements. The plans and
specifications shall itemize the work to be done by each party, and shall also include a cost
estimate for any work required of Lessor in excess of Lessor's Standard Improvements. Lessee
shall approve said preliminary plans and specifications and the preliminary cost estimate, or
specify with particularity its objection thereto within ten (10) days following receipt thereof.
Failure to so approve or disapprove the plans and specifications and any associated costs within
said period of time shall constitute Lessees approval thereof. If Lessee shall reject said
preliminary plans and specifications either partially or totally, and they cannot in good faith be
modified within ten (10) days after such rejection to be acceptable to Lessor and Lessee, this
Lease shall terminate and neither party shall thereafter be obligated to the other party for any
reason whatsoever having to do with this Lease, except that Lessee shall be refunded any
security deposit or prepaid rent. The plans and specifications, when approved by Lessee, shall
supersede any prior agreement concerning the Improvements.
3. Construction
If Lessor's cost of constructing the Improvements to the Premises exceeds the cost of Lessor's
Standard Improvements, Lessee shall agree to pay to Lessor a sum equal to such excess;
further, Lessor agrees that the sum of such excess costs shall be payable as additional rent,
with the total additional costs amortized over the initial term of this lease. If the final plans and
specifications are approved by Lessor and Lessee, and Lessee pays Lessor for such excess, then
Lessor shall, at its sole cost and expense, construct the Improvements in accordance with said
approved final plans and specifications and all applicable rules, regulations, laws or ordinances.
4. Completion.
The term "Completion," as used in this Work Letter, is hereby defined to mean the date the
building department of the municipality having jurisdiction of the Premises shall have made a
final inspection of the improvements and authorized a final release of restrictions on the use of
public utilities in connection therewith and the same are in a broom -clean condition.
Lessor shall use its best efforts to achieve Completion of the Improvements on or before the
Commencement Date set forth in Article 1.5 of the Basic Lease Provisions or within one hundred
eighty (180) days after Lessor obtains the building permit from the applicable building
department, whichever is later.
In the event that the Improvements or any portion thereof have not reached Completion by the
Commencement Date, this Lease shall not be invalid, but rather Lessor shall complete the same
as soon thereafter as is possible and Lessor shall not be liable to Lessee for damages in any
respect whatsoever.
If there shall be any delay in the progress of the construction of the Improvements or any
portion thereof by extra work, changes in construction ordered by Lessee, or by strikes,
lockouts, fire, delay in transportation, unavoidable casualties, rain or weather conditions,
governmental procedures or delay, or by any other cause beyond Lessor's control, then the
Commencement Date established in Article 1.5 of the Lease shall be extended by the period of
such delay.
5. Term
Upon Completion of the Improvements as defined above, Lessor and Lessee shall execute an
amendment to the Lease setting forth the date of Tender of Possession as defined in Article
3.2.1 of the Lease or of actual taking of possession, whichever first occurs, as the
Commencement Date of this Lease.
6. Work Done by Lessee
Any work done by Lessee shall be done only with Lessor's prior written consent and in
conformity with a valid building permit and all applicable rules, regulations, laws and
ordinances, and be done in a good and workmanlike manner with good and sufficient materials.
All work shall be done only by contractors approved by Lessor, it being understood that all
plumbing, mechanical, electrical wiring, telephone and data cable wiring and ceiling work are to
be done only by contractors designated by Lessor.
7. Taking of Possession of Premises
Lessor shall notify Lessee of the official completion date at least ten (10) days before said
completion date. Lessee shall thereafter have the right to enter the Premises,to commence
construction of any Improvements Lessee is to construct and to equip and fixture the Premises,
as long as such entry does not interfere with Lessor's work. Lessee shall take possession of the
Premises upon the tender thereof as provided in Article 3.2.1 of the Lease to which this Work
Letter is attached. Any entry by Lessee of the Premises under this Article shall be under all of
the terms and provisions of the Lease to which this Work Letter is attached.
8. Acceptance of Premises
Lessee shall notify Lessor in writing of any items that Lessee deems incomplete or incorrect in
order for the Premises to be acceptable to Lessee within ten (10) days following Tender of
Possession as set forth in Article 3.2.1 of the Lease to which this Work Letter is attached.
Lessee shall be deemed to have accepted the Premises and approved construction if Lessee
does not deliver such a list to Lessor within said number of days and prior to taking occupancy
of the premises.