HomeMy WebLinkAbout2001-07-10 - AGENDA REPORTS - CYNCNTRY LIBRARY LEASE AGMT (2)CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR City Manager Approval:
Item to be presented by: Ken Strinlin
DATE: July 10, 2001
SUBJECT: LEASE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND
THE COUNTY OF LOS ANGELES FOR THE NEW CANYON
COUNTRY JO ANNE DARCY LIBRARY
DEPARTMENT: City Manager's Office
RECOMMENDED ACTION
City Council approve the lease agreement between the City of Santa Clarita and the County
of Los Angeles Public Library to operate and maintain the new Canyon Country Jo Anne Darcy
Library. Authorize the City Manager to sign all documents related to the lease agreement,
subject to City Attorney approval.
BACKGROUND
The issue of library services has been discussed often over the past several months. As the
current library facility in Canyon Country is not adequate to serve the needs of the residents,
the City Council directed staff to work with the County of Los Angeles to build a new library
facility to better serve their needs.
Early in the process, it was determined that in order to expedite the construction of a new
facility, the City would have to make a significant contribution from its General Fund. After
several months of negotiations, the City determined it was in its best interest to maintain
ownership of the new facility and enter into a no -cost lease agreement with the County to
operate the new library.
Staff has met with the County of Los Angeles Public Library on several occasions and
negotiated a lease agreement. The following deal points outline the lease agreement.
Deal Points with the County.
• The County has agreed to move into the new library facility and occupy approximately
12,500 square feet of space. This would double the space currently available at the existing
Canyon Country Library.
• The County would transition into the remaining 4,500 square feet in approximately five
years — depending on available funding.
Agenda Item ay
• The County will lease the new Library from the City for $1.00 per year.
• The County will operate the 12,500 square -foot facility and provide all the necessary
staffing.
• The County will also supply the new facility with books, computers, etc.
• The City will maintain the outside of the building, and the County will maintain the inside
of the building.
• The City and County have agreed that the unused portion of the library facility (4,500
square feet) will be made available to the City.
• The City entered into a lease agreement with College of the Canyons to occupy the space,
which will generate revenue to help offset maintenance costs.
ALTERNATIVE ACTION
Other action as determined by Council.
FISCAL IMPACT
The estimated cost to maintain the Library is approximately $15,000. Funds have been
budgeted in fiscal year 2001-2002. The City will receive $1 per year from the County as
payment on the lease.
ATTACHMENT
Lease Agreement between the City of Santa Clarita and County of Los Angeles Public Library
(Attachment available in City Clerk's Reading File.)
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COUNTY OF LOS ANGELES
CHIEF ADMINISTRATIVE OFFICE
LEASE AND AGREEMENT
THIS LEASE AND AGREEMENT, made and entered into in duplicate original this
day of , 2001, by and between the City of Santa Clarita, a municipal
corporation, hereinafter referred to as the Lessor, and the COUNTY OF LOS ANGELES,
a body politic and corporate, hereinafter referred to as Lessee,
WITNESSETH:
DESCRIPTION
OF PREMISES:
A. The Lessee, for and in consideration of the performance of the covenants
agreements hereinafter contained to be kept and performed by the Lessee,
upon the following terms and conditions, hereby leases to the Lessee, and
the Lessee hereby hires and takes of and from the Lessor, those certain
premises located at 18617 Soledad Canyon Road, Santa Clarita, California
91351 (hereinafter referred to as "Premises"), in the County of Los Angeles,
State of California, legally described as follows:
City to provide
. The Premises shall consist of approximately 12,000 rentable
square feet and twenty (20) exclusive parking spaces.
B. Option to Lease Additional Space.
At any time at or after the sixty-first (618) month of the lease term, Lessee
shall have the option to lease 5,000 square feet of additional space and ten
(10) additional parking spaces under the same terms and conditions as
contained herein at no additional rent, upon giving Lessor not less than one
year's prior written notice. The County Chief Administrative Officer is hereby
authorized to exercise said option. Lessor shall be responsible for providing
all building construction and infrastructure systems required for the new
space at the same level as was provided for the original space, including but
not limited to, HVAC, ceilings and lighting, voice and data cabling and
outlets, patch panel, low voltage systems, i.e., intrusion alarm, public address
system, and fire alarm system. Lessee will be responsible for any necessary
modifications to the space and other tenant improvements beyond the
construction and infrastructure systems described above.
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Lessee, but in no event later than need date , and
ending twenty (20) years thereafter. 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. Lessee shall conduct a walkthrough to determine that the
improvements have been completed, or the space is ready for
Lessee's occupancy, pursuant to plans and specifications referenced
as Exhibit "A". Lessee shall not unreasonably withhold its approval.
Lessee hereby agrees to make timely inspections and to make timely
notices of its approval or disapproval of said work. Lessor and Lessee
shall promptly execute the "Memorandum of Commencement Date"
attached hereto as Exhibit "B" following commencement of the Lease
term subject to any remaining minor punchlist items. The Chief
Administrative Officer is hereby authorized to sign on behalf of
Lessee.
B. Options to Renew:
Lessee shall have two consecutive options to renew this Lease for a
period of ten (10) years each under the same terms and conditions
and consideration as contained herein. Lessee, by Chief
Administrative Office letter, shall notify Lessor in writing not less than
sixty (60) days prior to expiration of the Lease term of Lessee's
intention to exercise its option. The actual exercise of the options shall
be only by the Board of Supervisors of the County of Los Angeles.
3. RENT:
The Lessee hereby agrees to pay as rent for said demised Premises during the
term the sum of One Dollar ($1.00) per year payable in advance by Auditor's
General Warrant. Rental payments shall be payable within fifteen days after the
first day of each and every year of the term hereof provided Lessor has caused a
claim therefor for each such year to be filed with the Auditor of the County of Los
Angeles prior to the first day of each year.
4. USE:
Lessor agrees that the demised Premises together with all appurtenances thereto
belonging or in any wise appertaining, shall be used by the Lessee as a public
library which shall function as a unit of the County of Los Angeles Public Library,
subject to the County Library's operating policies and procedures, and for purposes
incidental thereto, during normal working hours, after normal working hours, and on
weekends and holidays as Lessee may desire.
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Pursuant to this responsibility, County shall, at its cost, operate the Library as
follows:
COLLECTION:
Lessee will furnish the replacement library with the collection of volumes and
library materials housed at the existing Canyon Country Library as of March
31, 2001. Lessee shall retain ownership of all books and other library
materials provided by Lessee.
2. FURNITURE, FIXTURES, AND EQUIPMENT (FF&E):
Lessee will transfer the existing shelving, furniture, computers, equipment,
and other amenities from the existing Canyon Country Library to the demised
premises, which items shall remain the property of Lessee and shall be listed
on the attached Exhibit "C". In the event that Lessor elects to replace said
items at Lessor's own cost, then existing Lessee FF&E shall remain the
property of Lessee and will be subject to disposal at Lessee's discretion. To
the extent that FF&E are purchased new by Lessor at the initiation of
Lessee's occupancy under this Lease, Lessee shall not be required to
furnish duplicate items. FF&E purchased by Lessor shall remain the
property of Lessor, and shall be listed on the attached Exhibit "D".
5. MEMBERSHIP IN
THE COUNTY LIBRARY:
In the event that the Lessor withdraws from the County of Los Angeles Library prior
to the end of the original or renewal lease terms, this lease will be terminated and
the furniture, fixtures and equipment provided by Lessor and Lessee as set forth
in the attached Exhibits "C" and "D" shall remain the property of the respective
parties.
6. CANCELLATION:
Lessee shall have the right to cancel this lease at or any time in the event the
County Library is required for financial reasons to discontinue library services to the
community by giving Lessor not less than sixty (60) days prior written notice. In the
event of such cancellation, all furniture, fixtures and equipment provided by Lessor
and Lessee as set forth in the attached Exhibits "C" and "D" shall remain the
property of the respective parties.
7. HOLDOVER:
In the event Lessee holds over beyond the end of the term herein provided, this
lease shall be renewed for a period of one year at a time, provided such holding
over occurs with the consent, expressed or implied of the Lessor, and all other
terms and conditions of this lease shall remain in full force and effect. Lessee's
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option rights as set forth in Paragraph 2.B. shall not expire in the event of a
holdover, and Lessee shall have these same rights in relation to the new termination
date established by the holdover.
DAMAGE AND
DESTRUCTION:
A. Major Damage or Destruction:
Lessor agrees that should more than twenty-five percent
(25%) of the net usable area of the Premises be damaged
or destroyed by fire, incidents of war, earthquake, or
other violent action of the elements as to render it
reasonably unfit for Lessee's occupancy as determined by
Lessee's sole discretion, Lessee shall have the option to
either terminate this Lease and surrender the Premises,
or to cause Lessor to commence the repair and restoration
of the Premises. Lessee shall make such determination
within thirty (30) days of the happening of any such
event that causes the damage or destruction, unless time
is extended by mutual written agreement of the parties.
Once Lessee has made its determination, Lessee shall
provide written notice of the same to Lessor. Upon
receipt of written notice to repair or replace the
damaged or destroyed portion of the Premises, Lessor
shall commence the work necessary as soon as feasible,
but not more than twenty (20) days from the date of
receipt.
B. Minor Damage.
In the event of any lesser damage by any such cause which
results in damage to twenty-five percent (25%) or less of
the net usable area of the Premises, Lessor shall
commence the repair and restoration of the Premises
within twenty (20) days after the event which
necessitated the repair and restoration. If the Lessor
fails to commence the repair and restoration of the
Premises within the twenty (20) days after the event,
Lessee shall be permitted to commence the necessary work
and be entitled to reimbursement from the Lessor for all
costs incurred in the repair and restoration of the
Premises.
C. Prevention of Further Damage or Injury.
In the case of any damage or destruction to the Premises,
Lessor shall secure the area to prevent injury to persons
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and/or damage or vandalism to the Improvements
D. Commencement.
Commencement of the repair and restoration under either
of the aforementioned conditions shall entail the award
of a contract for preparation of plans and
specifications, or for obtaining the labor and materials
to accomplish the repair and restoration, whichever
occurs earlier.
E. Suspension of Library Services.
During the repair period referenced in subparagraphs A.
and B., Lessee may, at its sole option, determine that
the space is unfit for occupancy and elect to suspend
operations for said period or any portion thereof.
9. TENANT'S
FIXTURES:
Lessor agrees that the Lessee may remove, at its own expense,
during or at the expiration or other termination of the term
of this lease, or any extension or holdover period thereof, as
the case may be, all fixtures, equipment and all other
personal property placed or installed in or upon the demised
Premises by the Lessee, or under its authority, subject to
the provisions of Paragraph 4.
10. REPAIR, MAINTENANCE
AND REPLACEMENT:
A. Lessor warrants that, to the best of Lessor's knowledge,
the entire Premises, including but not limited to the
basic structure (as hereinafter defined), shall be fully
operational and free of defects for a period of one (1)
year from the date of initial occupancy by the Lessee.
Lessor agrees to obligate any general or subcontractor
hired by Lessor to warranties and guarantees of
workmanship imposed by state law or state agency at the
time of contracting. Lessor shall assure that the roof
meets the specifications of a twenty (20) year roof and
that the installation is completed by a licensed roofing
contractor. Lessor shall also obtain a written twenty
(20) year warranty on the roof and a written ten (10)
year warranty on the parts and labor for the heating,
ventilating and air conditioning system. Lessor also
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agrees to keep in good repair, replace and maintain at
Lessor's own expense during the entire term of this lease
the basic structure, exterior windows, exterior
repainting, parking spaces (including paving, restriping,
sweeping, and the provision of adequate lighting),
landscaping, and all exterior common area maintenance
within the complex (excluding sweeping and hosing the
enclosed exterior patio area). "Basic structure" is
agreed to include: the foundation, roof (including
ceiling tiles damaged by roof or plumbing leaks), bearing
and exterior walls, all elements of subflooring,
concrete floor slab, ceilings, concealed electrical and
telecommunications systems (including telephone
intrabuilding network cable (INC), fire systems
(excluding fire extinguishers), concealed plumbing, and
sewer system and lines, and heating, ventilating and air
conditioning system.
In the event Lessor should fail, neglect or refuse to
commence the repair, replacement, or maintenance work
required by Section 10A herein withinfourteen (14) days
after written notice has been served by Lessee, or
fail,neglect or refuse to pursue said repair, replacement
or maintenance work with reasonable diligence to
completion, the Lessee at its sole option may perform or
cause to be performed said repair, replacement or
maintenance work and charge Lessor for the reasonable
cost thereof, or the Lessee at its sole discretion may
surrender the Premises and shall not be liable for any
further rental or performance under this Lease and
Agreement. By "commence" it is meant that Lessor shall
show satisfactory progress in procuring any required
permits or entering into contracts in pursuance of doing
the work.
B. Lessee, at all times, agrees to keep in good repair,
replace and maintain at Lessee's own expense the interior
of the Premises including, but not limited to, lamps and
tubes, exposed plumbing, interior wall surfaces and
doors, interior windows and glass, window and floor
coverings, ceiling tiles (except tiles damaged by roof
or plumbing leaks), interior repainting, fire
extinguishers, janitorial services and supplies
(including sweeping and hosing the enclosed exterior
patio area), maintenance of furniture, fixtures and
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A
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shelving, ordinary wear and tear, damage by earthquake,
fire or the elements and other disaster or casualty
excepted.
C. In the event that any of the items required to be
maintained and repaired by the Lessee under the
provisions of this Paragraph are protected by warranties
or guarantees, Lessor or Lessor's successors in interest
shall assign to Lessee the benefit of such protection
thereunder to the extent Lessor is entitled to make such
assignment by the terms and conditions of such warranties
or guarantees.
D. Lessee agrees to return said Premises to Lessor in
as good condition as when rented, ordinary wear and tear,
damage by earthquake, fire or the elements and other
disaster or casualty excepted.
UTILITIES:
Lessee agrees to pay when due all charges for the use of the
sewer, effluent treatment, when and if imposed by any
Governmental authority, all water, sprinkler standby charges,
electricity, gas, and other lighting, heating, and power and
other utility rents and charges accruing or payable in
connection with the demised Premises during the term of this
lease or any renewal, extension, or holdover thereof, provided
the same are measured by separate meters. Lessee agrees to
contract directly for the telephone services and trash
removal.
LESSOR'S
ACCESS:
Lessee agrees to permit
agents free access to the
times for the purpose of
improvements or repairs.
DEFAULT:
Default by Lessee:
the Lessor or Lessor's authorized
demised Premises at all reasonable
inspection or for making necessary
Lessee agrees that if default shall be made in the payment of rent in
the manner herein provided or in any of the covenants or agreement
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herein contained on the part of the Lessee to be kept and performed
which constitute a material breach of the lease, it shall be lawful for
the Lessor to declare said term ended and to terminate this lease upon
the giving of thirty (30) days written notice. In addition thereto,
Lessor shall have such other rights or remedies as may be provided by
law. Lessor may not terminate the lease if (1) Lessee cures the default
within the thirty (30) day period after the notice is given, or (2) the
default cannot reasonably be cured within the thirty (30) days after
notice is given, but Lessee reasonably commences to cure the default
within the thirty (30) days period and diligently and in good faith
continues to cure the default.
B. Default by Lessor:
Lessor shall not be in default in the performance of any obligation
required to be performed under this lease unless Lessor has failed to
perform such obligation within thirty (30) days after the receipt of
written notice of default from Lessee specifying in detail Lessor's
failure to perform or within such shorter period of time as may be
specified herein. Lessee may terminate this lease upon Lessor's default
of any material obligation upon giving of thirty (30) days written
notice of termination. In addition thereto, Lessee shall have such
other rights or remedies as may be provided by law. Lessee may not
terminate the lease if (1) Lessor performs and meets the obligation
within the thirty (30) day period (or shorter specified period) after
notice of default is given, or (2) the obligation cannot reasonably
be performed within thirty (30) days after notice of default is given,
but Lessor reasonably commences to cure the default within the thirty
(30) day period (or shorter specified period) pursuant to Paragraph 8
and diligently and in good faith continues to cure the default.
Lessee shall not exercise any of its rights under this Paragraph,
other than its rights to give notice, until Lessee gives
notice to any person who has requested in writing notice
of Lessor's default, and has specified that person's interest in the lease.
The notice to such person shall be for the same period of time as that to
which Lessor is entitled. Such person shall have the right to cure the default
within the same period of time, after notice, to which Lessor would be
entitled.
If Lessor or such person does not cure the default, lessee may exercise
any of its rights or remedies provided for or permitted in this lease or
pursuant to law, including the right to recover any damages proximately
caused by the default.
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Receipt of Notice
Notwithstanding anything in Paragraph 16 herein to the contrary,
receipt of notice under this Paragraph shall be conclusively presumed to
have occurred on the earliest of:
(1) The date of personal delivery to Lessor or to Lessor's agent or
employee at Lessor's place of business, or to a resident over
eighteen (18) years of age at Lessor's residence.
(2) The date of delivery shown upon the United States Postal Services
return receipt for certified or registered mail.
(3) Ten (10) days after deposit of notice to the address stipulated in
Paragraph 16, sent by first class mail with the
United States Postal Service, provided prior or
concurrent notice has been attempted pursuant to
Paragraph 16, but delivery has been refused or the
notice otherwise returned without delivery.
,SIGNMENT:
iBLETTING:
Lessee acknowledges that Lessor is entering into this Lease based on the
unique characteristics of Lessee, therefore, prior to
requesting any approval to assign or sublet the Premises,
Lessee is aware that no approval will be granted for any
use other than as a public library. Consequently, except
as provided in this Paragraph 14, Lessee shall not
voluntarily assign or encumber its interest in this Lease
or in the Property, or allow any other person or entity
(except Lessee's Authorized Representatives) to occupy or
use on a continuous basis all or any part of the
Property, without first obtaining Lessor's written
consent, which consent may be granted or withheld at
Lessor's sole discretion. Any assignment, encumbrances,
or sublease without Lessor's consent shall be voidable
and, at Lessors election, shall constitute a default. No
consent to any assignment, encumbrance, or sublease shall
constitute a further waiver of the provisions of this
lease.
The provision of 14.A. shall not prohibit Lessee from licensing the
temporary use of
meeting rooms to
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community groups, so
long as such meeting
rooms are licensed
on a
nondiscriminatory
basis.
.TERATIONS:
ssor and Lessee agree not to make any structural alterations in or on the
-mised Premises without first securing the prior written consent of the
her party and further agree to make such alterations only at such time that
is agreeable to said other party. Consent shall be given or denied
thin thirty (30) days of receipt of written request. Consent shall not be
reasonably withheld. Lack of response by either party shall be deemed
,proval. "Structural" alterations shall be any modification to the
iprovements which results in a change in the structural integrity of the
iprovements or alters the gross cubic area of the improvements.
,twithstanding any other provision, the Lessee may make non-structural
terations without Lessor's prior written consent.
y alterations installed by Lessee which are "trade fixtures" as such are
fined by the law of eminent domain and shall be treated as tenant's
xtures in accordance with the provisions of this Lease and Agreement.
)TILES:
itices desired or required to be given by this Lease or by any law now or hereinafter in effect shall be given by
:losing the same in a sealed envelope with postage prepaid, certified or registered mail, return receipt requested,
th the United States Postal Service.
Any such notice and the envelope containing the same shall be addressed to the Lessor as
follows: `
City of Santa Clarita
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
Attn: City Manager
with a copy to:
City of Santa Clarita
23920 Valencia Blvd., Suite 300
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Santa Clarita, CA 91355
Attn: Facilities / Property Manager
or such other place as may hereinafter be designated in writing by the Lessor except that
Lessor shall at all times maintain a mailing address in California.
The notices and envelopes containing the same shall be addressed to the Lessee as follows:
Board of Supervisors
Kenneth Hahn Hall of Administration, Room 383
500 West Temple Street
Los Angeles, CA 90012
with a copy to:
County of Los Angeles Public Library
7400 East Imperial Highway
Downey, CA 90242
Attention: County Librarian
Chief Administrative Office,
Real Estate
222 South Hill Street, 3rd floor
Los Angeles, CA 90012
Attention: Director of Real Estate
17. INSURANCE:
A. During the term of this lease, following acceptance of the building by County, the
following indemnification and insurance requirements shall be in effect.
1. Lessor agrees to indemnify, defend and save harmless Lessee, its agents,
officers and employees from and against any and all liability, expenses
(including defense costs, disbursements and reasonable legal fees), and
claims for damages of any nature whatsoever, including, but not limited to,
bodily injury, death, personal injury or property damage arising from or
connected with Lessor's use, or ownership, or maintenance of the Premises.
2. Lessee shall indemnify and hold Lessor free and harmless from any and all
liability, claims, loss, damages or expenses (including disbursements costs,
and reasonable legal fees), arising by reason of bodily injury, death, personal
injury, or property damage resulting from Lessee's activities on the Premises.
3. During the term of Lessee's occupancy, Lessor shall keep the buildings and
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improvements on the demised Premises insured against loss or damage for
such perils ordinarily defined as "all risk", including earthquake, flood, and
sprinkler leakage for the full replacement value of said buildings and
improvements on the Premises. Thereafter, the full replacement value shall
be reviewed by the insurer at least every twelve (12) months to assure
sufficient coverage.
4. Lessee shall provide comprehensive general liability insurance with coverage
of not less than Five Million Dollars ($5,000,000.00) combined single limit
for third -party liability arising from County activities.
5. Lessee shall name Lessor as additional insured on each of the applicable
policies of insurance noted above. The insurance policy or policies shall be
placed only with established and reputable companies acceptable to Lessor
and the premiums therefore shall be reasonable and comparable with the
premiums charged by comparable companies for comparable risk. The
proceeds shall be payable to Lessor and Lessee as their interests may appear.
The policy or policies shall not be cancellable without thirty (30) days prior
written notice to Lessor.
6. Lessee, at its sole option, may from time to time elect to self -insure any or all
of the insurance coverage required by Paragraph 17, subparagraph (4). To so
elect, Lessee must give Lessor thirty (30) days written notice of its
intentions. Thereafter, such election shall be effective only if Lessee provides
Lessor with certificates evidencing such specified coverage at least thirty
(30) days prior to the effective date thereof. Lessee shall thereafter be relieved
of its obligation to maintain commercial insurance in force for such specified
coverage beyond the effective date of the certificate delivered to Lessor. By
this procedure, the parties intend that there shall be no gap in time for the
required coverage. In the event Lessee elects to provide self-insurance for the
insurance described in Paragraph 17, subparagraph (4), Lessee at its sole cost
and expense shall indemnify and defend Lessor (and any holder of any
mortgage encumbering the Premises, provided such mortgage complies with
the requirements of Paragraph 25, as its interest may appear) from all claims,
damages or judgments payable to any third -party arising from the Lessee's
physical use and occupancy of the Premises.
7. The maintenance of insurance by the Lessee as provided in Paragraph 17,
subparagraph (4) is to protect the Lessor, as an additional insured,
against any claim for damages or property damage which may arise
from Lessee's activity on said Premises. Notwithstanding the
provisions of Paragraph 17, subparagraph (2), this insurance is not
intended to protect the Lessor with respect to third -party liability or
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physical damage or loss attributable to Lessor's ownership,
maintenance, or use of the Premises. For such liability, damage or
loss, Lessor agrees to provide such insurance protection.
For any and all losses, damages, or liability insured under any policy of
commercial insurance, Lessor and Lessee each hereby waive any and all
rights of recovery against the other or against the officers, employees, agents
and representatives of the other on account of loss or damage occasioned by
the waiving party, or to its property or the property of others under its
control. Either party shall, upon obtaining any policy of commercial
insurance referred to in this lease, give notice to the insurer that the foregoing
mutual waiver does not apply to liability, losses, or damages which are
self-insured.
18. TAXES:
Lessor and Lessee are exempt from property taxation under existing Law on the date of this
Lease. If at any time during the term, the State of California or any political subdivision of
the state, including any county, city, public corporation, district, or any other political entity
of this state, levies or assesses a tax, fee, or excise on rents, on the square footage of the
Property, on the act of entering into this Lease, or on the occupancy of Lessee, or any other
tax, fee, or excise from which the parties are not exempt, Lessor shall pay before delinquency
that tax, fee, or excise.
19. PLANS AND
SPECIFICATIONS:
It is agreed by the parties to this Lease and Agreement that Lessor shall construct a
seventeen -thousand (17,000) square foot one-story free-standing building and its
appurtenances in accordance with plans and specifications as described herein.
A. Lessor, shall at its own expense, prepare preliminary plans and specifications in
conformance with the Public Library Plans and Specifications dated ,2000,
which are incorporated by reference. Said Preliminary Plans and Specs shall be
submitted to the Public Library, for review and approval by the appropriate County
personnel. County shall approve or disapprove said preliminary plans and
specifications within thirty (30) days of receipt. Final working drawings are to be
prepared to the full and complete satisfaction of the County's designated
representative.
B. Lessee's Access: Lessor agrees that Lessee may have on the site, at all times during
the construction of the building, an inspector -employee of Lessee who shall have a
right of access to said construction work to ascertain that the work is being performed
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in accordance with the plans and specifications. Additionally, Lessee shall provide
Lessor with written notification upon commencement of the project of its designated
Project Director who shall be the Lessee's prime contact for the project. Lessor
further agrees that, upon commencement of construction it will notify the Lessee in
writing of the identity, place of business, and business telephone number of a person
who shall be Lessor's "on-the-job" representative during the progress of the
construction work. Said representative shall be Lessor's prime consultant for Lessee's
inspector -employee provided for in this paragraph. County's representative may
attend all regular project meetings and will be provided copies of all meeting
agendas, minutes.
C. Quality of Work and Material: All materials, parts and equipment furnished
by the Lessor and/or his Contractor shall be new, high grade and free from
defects and imperfections, unless otherwise hereinafter specified.
Workmanship shall be in accord with the best standard practices. Both
materials and workmanship shall be subject to the approval of the Lessee's
designated representative. Any item or work installed by the Lessor and/or
Contractor but not approved by the Lessee or not in conformance with the
drawings and specifications shall be removed by and at the Lessor and/or
Contractor's expense upon written request from the Lessee. If such items
or work are not removed or satisfaction obtained by the Lessee within 30
days, then the Lessee may have such items or work removed and work
completed to conform to drawings and specifications at the Lessor's
expense.
20. BINDING ON
SUCCESSORS:
Each and all of the terms and agreements herein contained shall be binding upon
and shall inure to the benefit of the successors in interest of the Lessor, and
wherever the context permits or requires, the successors in interest to the Lessee.
21. PARKING SPACES:
Lessor, at its sole cost and expense, shall provide for the exclusive use by Lessee
during the term of this Lease Agreement or any renewal or holdover period as the
case may be twenty (20) parking spaces. These spaces shall be off street, in -and -
out parking spaces located along the front row of parking nearest the library
entrance. No tandem spaces will be included and all spaces will be "in and out".
22 HAZARDOUS
MATERIALS:
Definition:
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For purposes of this Agreement, the term "hazardous substances" shall be deemed
to include hazardous, toxic or radioactive substances as defined in California Health
and Safety Code Section 25316 as amended from time to time, or the same or a
related defined term in any successor or companion statutes, and crude oil or
byproducts of crude oil other than crude oil which exists on the property as a natural
formation, and those chemicals and substances identified pursuant to Health and
Safety Code Section 25249.8.
Warranties and Representations:
Lessor hereby warrants and represents, based upon appropriate and
reasonable inspection of the Premises, that during its ownership of the
Premises; hazardous substances have not been released on the Premises;
that it has no knowledge of any release of hazardous substances on the
Premises occurring before its ownership; that it has no knowledge or reason
to believe that there are hazardous substances on the Premises; that Lessor
shall comply with all federal, state and local laws and regulations concerning
the use, release, storage and disposal of hazardous substances; and that
Lessor shall require all other tenants, if any, of the subject property to comply
with the aforementioned rules and regulations.
2. Lessee hereby warrants and represents that it shall comply with all federal,
state and local laws and regulations concerning the use, release, storage
and disposal of hazardous substances on the Premises.
Notice:
Lessor and Lessee agree to immediately notify each other when either party learns
that hazardous substances have been released on the Premises or, if a multi -tenant
property, on the subject property.
Indemnity:
Lessor agrees to indemnify, defend and save Lessee, its agents, offices and
employees from or against all liability, expenses (including defense costs,
legal fees, and response costs imposed by law) and claims for damages of
any nature whatsoever which arise out of the presence of hazardous
substances on the Premises which has not been caused by Lessee.
Lessee agrees to indemnify, defend and save harmless Lessor from and
against all liability, expenses (including defense costs, legal fees and
response costs imposed by law) and claims for damages of any nature
whatsoever which arise out of the presence of hazardous substances on the
Premises caused by Lessee.
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3. The indemnity provided each party by this provision shall survive the
termination of this Lease.
Default:
The presence or release of hazardous substances on the Premises and/or subject
property, which is not caused by Lessee and which threatens the health and safety
of Lessee's agents, officers, employees or invitees, as determined by a licensed
California Asbestos Contractor, shall entitle Lessee to immediately terminate this
Lease. In the event of such termination, Lessee shall not be obligated for any
further rental and Lessor shall refund any unearned rent paid in advance by Lessee
calculated at a daily rate based on the regular monthly rental.
OOperatina Costs:
Costs incurred by Lessor as a result of the presence or release of hazardous
substances on the Premises and/or subject property which is not caused by Lessee
are extraordinary costs not considered normal operating expenses and shall not be
passed through to Lessee as part of its obligation, if any, to pay operating
expenses.
Asbestos Notification:
Lessor represents, based upon a professional inspection of the subject Premises
conducted by a licensed California Asbestos Contractor, and
their report dated , copy of which is hereby acknowledged
received by the County, that the subject Premises contain no asbestos containing
materials, other than those reflected in the report. Lessor agrees, prior to Lessee's
occupancy, to abate, at Lessor's sole cost and expense, all asbestos containing
materials, and provide Lessee with an updated report from a licensed California
Asbestos Contractor to that effect.
Lessor agrees to notify Lessee at least annually of Lessor's knowledge of the
presence of asbestos containing materials within the building of which the demised
Premises is part. Such notification shall comply with Health and Safety Code
Sections 25915 et seq as amended from time to time or as required by any
successor or companion statutes enacted subsequent to this Lease and
Agreement.
Indoor Air Pollution Notification:
Lessor represents and warrants that the Lessor will notify Lessee if any indoor air
quality or environmental problem is discovered or reported in the building, and
16
undertake to correct such problem at Lessor's sole cost and expense.
23. GENERAL PROVISIONS:
A. Waiver. The waiver by Lessor or Lessee of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant
or condition on any subsequent breach of the same or any other term,
covenant or condition herein contained.
B. Marainal Headings. The paragraph titles in this lease are not a part
thereof and shall have no effect upon the construction or interpretation
of any part hereof.
C. Time. Time is of the essence of this lease and each and all of its provisions
in which performance is a factor.
D. Recordation. Either party may record this lease at any time without the
prior written consent of the other party.
E. Quiet Possession. Upon Lessee paying the rent hereunder Lessee shall
have quiet possession of the demised Premises for the entire term
hereof subject to all the provisions in this Lease. If any underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or
a conveyance in lieu of foreclosure is made for any reason, this Lease shall
nevertheless remain in full force and effect and Lessee at all times shall be
entitled to quiet possession and use of the Premises and shall,
notwithstanding any subordination, and upon the request of such successor
in interest to Lessor, attorn to and become the Lessee of the successor in
interest to Lessor.
F. Prior Agreements. This lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this
lease and no prior agreements or understanding pertaining to any such
matter shall be effective for any purpose. No provision of this lease may be
amended or added to except by an agreement in writing signed by the
parties hereto or their respective successors -in -interest. This lease shall not
be effective or binding on any party until fully executed by both parties
hereto.
G. Force Maieure. In the event that either party is delayed or hindered from
the performance of any act required hereunder by reason of strikes,
lock -outs, labor troubles, inability to procure materials not related to the price
thereof, failure of power, restrictive governmental laws and regulations, riots,
insurrection, war or other reasons of a like nature not the fault of such party,
17
then performance of such acts shall be excused for the period of the delay,
and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay.
H. Separability. Any provision of this lease which shall prove to be invalid,
void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provisions shall remain in full force and
effect.
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.
J. Choice of Law. This Lease shall be governed by the laws of the State of
California, exclusive of conflict of law provisions.
K. Warranties or Guarantees. In the event that any of the items required to be
maintained and repaired by the Lessor under the provisions of Section 10A
or by Lessee under the provisions of Section 10B herein are protected by
warranties or guarantees the Lessee shall be entitled to the full benefit of
such protection as if it were the original purchaser thereof.
L. Impairment of Title. Lessor hereby covenants to notify Lessee in writing
within thirty (30) days of each and every occurrence which may impair
Lessor's title to the demised Premises. Such occurrences include, but are
not limited to, default on a trust deed, transfer of any interest in any trust
deed, notification of any lien recordation, and notification of any foreclosure,
Lessor further agrees to notify Lessee, in writing, within ten (10) days of
receipt of any written notice regarding redevelopment, zoning, or conditional
use permits which affect the property the subject of this lease or real property
adjacent thereto.
M. Lobbyists. Lessor and each County lobbyist or County lobbying firm as
defined in Los Angeles County Code Section 2.160.010, retained by Lessor,
shall fully comply with the County Lobbyist Ordinance, Los Angeles County
Code Chapter 2.160. Failure on the part of Lessor or any County lobbyist or
County lobbying firm retained by Lessor to fully comply with the County
Lobbyist Ordinance shall constitute a material breach of this Agreement upon
which County may immediately terminate .or suspend this Lease and
Agreement.
N. Solicitation of Consideration. It is improper for any County Officer, employee
or agent to solicit consideration, in any form, from a Lessor with the
implication, suggestion or statement that the Lessor's provision of the
M
consideration may secure more favorable treatment for the Lessor in the
award of the lease or that the Lessor's failure to provide such consideration
may negatively affect the County's consideration of the Lessor' s submission.
A Lessor shall not offer or give, either; directly or through an intermediary,
consideration, in any form, to a County officer, employee or agent for the
purpose of securing favorable treatment with respect to the award of the
lease.
A Lessor shall immediately report any attempt by a County office, employee
or agent to solicit such improper consideration. The report shall be made
either to the County manager charged with the supervision of the employee
or to the County Auditor -Controller's Employee Fraud Hotline at (213) 974-
0914 or (800) 544-6861. Failure to report such solicitation may result in the
Lessor's submission being eliminated from consideration.
24. WARRANTY
OF AUTHORITY:
Each of the undersigned signatories for the Lessor hereby personally covenant,
warrant and guarantee that each of them, jointly and severally, each of them, jointly
and severally, have the power and authority to execute this Lease upon the terms
and conditions stated herein and each agrees to indemnify and hold harmless the
Lessee from all damages, costs, and expenses, which result from a breach of this
material representation.
25. ENCUMBRANCE
BY LESSOR:
Lessor agrees not to subject the Premises to any deed, deed of trust or mortgage,
unless such deed of trust or mortgage shall meet each and every one of the
following conditions: (a) the beneficiary or beneficiaries of such encumbrance is the
Lessor or Lessor's assignee or are one or more banks; insurance companies,
savings and loan associations; real estate investment trusts or other such
recognized, regulated institutional lenders; (b) the aggregate amount of
indebtedness, the repayment of which is secured by such encumbrance(s) does not
exceed the fair market value of the Premises, as determined by the lenders
providing such financing or refinancing, (c) that the repayment of such
indebtedness is amortized over a term not to exceed the remaining term of the
lease and is repayable on an annual, semi-annual, quarterly, or monthly basis, (d)
that the instrument securing such indebtedness contains no pre -payment penalty,
and (e) that each such beneficiary or beneficiaries agree in writing delivered to
Lessee to recognize all of Lessee's right, title and interest in and to this Agreement
so long as Lessee performs and complies with each and all of the terms and
conditions of this Agreement.
19
Lessor agrees to notify Lessee in writing of each such encumbrance and to assure
compliance with the conditions specified above. Prior to exercising any rights of
Lessee with respect to any default by Lessor, with the exception of recovering any
reimbursement for taxes as set forth in Paragraph 19 which Lessee may undertake
upon the expiration of the original thirty (30) day period, Lessee shall give each
such lender thirty (30) days advance written notice prior to the exercise of Lessee's
rights to cure at Lessor's expense. The curing of any Lessor's default by the lender
shall be accepted by Lessee as a curing of the default by Lessor.
26. ESTOPPEL
CERTIFICATE:
Either party shall at any time upon not less than thirty (30) days' prior written notice
from the other party execute, acknowledge and deliver to the requesting party a
statement in writing (a) certifying that this Agreement is unmodified and in full force
and effect (or, if modified, stating the nature of such modification and certifying that
this Agreement, 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 (b) acknowledging that
there are not to the declarant's knowledge, any uncured defaults on the part of
either party hereunder, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the building complex or any other interested party. Failure to
deliver such statement within such time shall be conclusive evidence (a) that this
Agreement is in full force and effect without modification except as may be
represented by the requesting party in the written request for the certificate, (b) that
there are no uncured defaults in either party's performance, and (c) that not more
than one month's rent has been paid in advance.
20
IN WITNESS WHEREOF, the Lessor has executed this Lease or caused it to be duly
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25
ATTEST:
VIOLET VARONA LUKENS
LESSOR
City of Santa Clarita
By:
Name:
Title
26
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Executive Officer -Clerk LESSEE
of the Board of Supervisors
a
Deputy:
APPROVED AS TO FORM:
LLOYD W. PELLMAN
County Counsel
By
Deputy: Francis E. Scott
(blsuit)
Revised 6/25/01
COUNTY OF LOS ANGELES
m
27
Mayor, Board of Supervisors
City:
EXHIBIT "D "
MEMORANDUM OF COMMENCEMENT DATE
This Agreement is dated this day of for reference
purposes only, by and between City of Santa Clarita and County of Los Angeles.
1. The parties hereto have entered into a Lease dated as of
_(the "Lease") for the leasing by City to County of the buildings located at 18617 Soledad
Canyon Road, Santa Clarita. California ("the Premises").
2. City and County hereby confirm the following:
(a) That all construction by City, if any, required to be done pursuant to the
terms of the Lease has been completed in all respects subject to any
remaining punchlist items;
(b) That County has accepted possession of the Premises and now occupies
the same; and
(c) That the term of the Lease commenced
IN WITNESS WHEREOF, City and County have respectfully signed this Agreement.
a
County:
COUNTY OF LOS ANGELES
Chuck W. West
Director of Real Estate