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HomeMy WebLinkAbout2012-07-10 - AGENDA REPORTS - CYN COUNTRY CMTY CENTER (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT: Agenda Item: 4 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by: July 10, 2012 AUTHORIZATION TO EXECUTE A LEASE FOR THE CANYON COUNTRY COMMUNITY CENTER TO BE LOCATED AT 18792-18796 FLYING TIGER DRIVE Parks, Recreation, and Community Services RECOMMENDED ACTION 1. City Council authorize the City Manager, or designee, to execute on behalf of the City a Lease Agreement with HWA Incorporated (Owner) in the amount of $8,650 per month for the first year of the lease for approximately 3,900 square feet of commercial space to be used for the Canyon Country Community Center, subject to City Attorney approval. 2. Authorize the City Manager, or designee, to execute renewal options, subject to City Attorney approval. BACKGROUND Establishing a community center in the Canyon Country area of the City has been a priority of the City Council. Over the past several months, staff has worked to identify potential space to house this type of a facility. The location selected for the Canyon Country Community Center is in an area that is central to the Canyon Country community and is easily accessible by walking, biking, or by use of public transportation. The new Center is expected to be operational in late 2012 and will provide neighborhood seniors, adults, and youth with a variety of programs and activities. The Recreation and Community Services Divisions will provide programming in the areas of inter -generational and senior programming, health and fitness, art, education/enrichment, and neighborhood outreach. The location of the Canyon Country Community Center is small in footprint and programming will extend to beyond the physical walls of the Center. Staff is approaching the provision of services and programs by utilizing a hub and spoke methodology. This consists of the Recreation Division coordinating and leading services and programs provided inside the Center (the hub), and the Community Services Division taking the lead on I coordinating services and programs outside of the Center (the spokes). By developing new partnerships and utilizing existing resources, partnerships, and programs, staff will be able to extend the programs and services to be offered at the Canyon Country Community Center. The initial lease terms will become effective upon completion of construction and the issuance of a Certificate of Occupancy. The lease agreement requires a security deposit of $8,650 and an initial five-year term, with 3 percent annual rent increases and future renewal options. During year one of the lease, the monthly rent is $8,650 which includes the space and all common area management costs. ALTERNATIVE ACTIONS Other action as determined by the City Council. FISCAL IMPACT Sufficient general funds are available in the Fiscal Year 2012-13 budget in expenditure account 15315-5121.001. ATTACHMENTS Draft Floor Plan Lease Agreement F - CITY OF SANTA CLARITA DEPARTMENT OF PARKS, RECREATION AND COMMUNITY SERVICES LEASE AGREEMENT This Lease Agreement (Agreement) is made and entered into this day of , 2012, by and between IIWA Incorporated ("Lessor") and the CITY OF SANTA CLARITA, a municipal corporation ("Lessee"). 1. Premises: Subject to the terms and conditions set forth in this Agreement, Lessor hereby leases to Lessee approximately 3,932 square feet of building space currently under construction and consisting of units numbered 18792 and 18796 (the "Premises"), constituting a portion of the building ("Building") containing an estimated 14,718 total square feet of space located at 18760-18796 Flying Tiger Drive, Santa Clarita, in the County of Los Angeles, State of California ("Premises"). The Premises are specifically and more particularly described on the drawing attached hereto as Exhibit "A" and incorporated herein by this reference. 2. Term and Options: (A) Term: The term of this Agreement consists of the "Preliminary Term" and the "Initial Term". The Preliminary Term will commence upon issuance of a certificate of occupancy for the Premises (expected to occur on or about March 30, 2012), and will end on the later of (a) June 1, 2012 and (b) the 60th day after issuance of such certificate of occupancy, at which time the Initial Term will commence. The Initial Term of this Agreement shall be 5 years. During the Preliminary Term, Lessee shall have the right to enter the Premises and commence and complete construction and installation of the tenant improvements approved by the Lessor and described on Exhibit `B". During the Preliminary Term, all of the terms and provisions of this Agreement shall apply, except that Lessee shall pay no monthly rent. (B) Options: Lessee shall have the option to extend the Initial Term of this Agreement for up to five (5) additional one-year lease extensions on all of the same terms and conditions as set forth in this Agreement, except that the rental rate during each such extension will be as provided in Section 3. Such option is to be exercised by the giving of written notice of exercise by Lessee to Lessor not less than 60 days prior to the end of the Initial Term or then extended term, as applicable. As used herein, unless the context otherwise requires, the "Term" of this Agreement includes the Preliminary Term, Initial Term and any extensions of the Initial Term. 3. Rental Payments and Increases: During year one of the Initial Term the rent shall be $8,650 per month. The rent during the Initial Term and any extensions of the Initial Term is a gross rent and will include all management fees, Canyon Country Community Center Page 1 of 12 Prepared: February 23, 2012 insurance, real property taxes and common area maintenance and operating costs and expenses of the Building, parking areas and land. Annual increases in the monthly rent of three percent (3%) of the immediately preceding monthly rent will become effective annually, beginning on the first anniversary of the commencement date of the Initial Term and continuing on each anniversary of the Initial Term, demonstrated as follows: Year One $8,650 month First Anniversary 8,910 month Second Anniversary 9,177 month Third Anniversary 9,452 month Fourth Anniversary 9,736 month During each one year extension of the Initial Term, if any, the monthly rent during such extension will be equal to the monthly rent in effect immediately prior to the commencement of such extension plus 3% of such rent and rounded to the nearest whole dollar. Thus, for example, if the first one year extension is exercised, the rent during such extension will be $10,028 ($9,736 + $292 = $10,028). 4. Security Deposit: Upon commencement of the Preliminary Term, Lessee agrees to deposit with Lessor the sum of $8,650 as a security deposit. as security for Lessee's faithful performance of its obligations under this Agreement. If Lessee fails to pay any rent or other amount when due and payable under this Agreement, or fails to perform any of the terms hereof, Lessor may appropriate and apply or use all or any portion of the security deposit for rent payments or any other amount then due and unpaid and for any loss or damage sustained by Lessor as a result of Lessee's default or breach, and Lessor may so apply or use this deposit without prejudice to any other remedy Lessor may have by reason of Lessee's default or breach. If Lessor so uses any of the security deposit, Lessee shall, within 10 business days after written demand therefor, restore the security deposit to the full amount originally deposited. Within 10 business days after the Term has expired or Lessee has vacated the Premises, whichever shall last occur, and provided Lessee is not then in default on any of its obligations hereunder, Lessor shall return the security deposit to Lessee, or, if Lessee has assigned its interest under this Agreement, to the last assignee of Lessee. If Lessor sells its interest in the Premises or Building, Lessor may deliver this deposit to the purchaser of Lessor's interest and thereupon be relieved of any further liability or obligation with respect to the security deposit 5. Use of Premises and Parking: The Premises are to be used as a community center for the benefit of the public and for uses consistent therewith, which may include, but are not limited to, special events and public outreach activities. Lessor agrees that Lessee and its employees, visitors and authorized Canyon Country Community Center Page 2 of 12 Prepared: February 23, 2012 agents will have the non-exclusive right to use its calculated share (26.7%) of the parking lot, and all other common areas and facilities associated with the Building in common with other tenants of the Building; provided, that Lessor may promulgate reasonable and nondiscriminatory rules and regulations governing the use of the parking lot and other common areas and facilities, and Lessee will abide by such rules and regulations. Lessee's use of the parking lot shall be reasonable and in proportion to occupancy of the building. 6. Retail Restrictions: Lessor acknowledges the need to restrict other tenants, occupants and users of the Building to activities and uses reasonably compatible with a multi -generational community center. Accordingly Lessor agrees that it will not lease space in the Building to or permit occupancy in the Building by businesses such as, but not limited to, liquor stores; cigar, cigarette or smoking paraphernalia shops; massage parlors; video and magazine stores which sell or rent adult materials; or any other provider of adult, age -restricted materials or services. 7. Compliance with Law: Lessee will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to Lessee's particular use of the Premises and will faithfully observe in the use of the Premises all laws applicable to such use; provided that, notwithstanding the foregoing or anything else in this Agreement to the contrary, Lessor and not Lessee shall be responsible, at Lessor's sole cost and expense, for complying with any such requirements necessitating the making of structural or capital improvements or repairs to the Premises. 8. Condition of Premises: Lessee hereby accepts the Premises subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and occupancy of the Premises, and any easements, covenants or restrictions of record. 9. Maintenance, Repairs, Utilities, and Janitorial Services: (A) Maintenance -Lessee: Lessee, at its sole expense, shall maintain the interior, non-structural portions of the Premises in good condition and repair, including, without limitation, maintenance and repair of exposed electrical and plumbing and performance of all customary janitorial work (e.g., dusting, vacuuming, interior window washing and interior trash disposal). Upon termination of this Agreement for any reason, Lessee agrees to surrender the Premises to Lessor broom clean and in good condition and repair, ordinary wear and tear excepted. (B) Maintenance -Lessor: Except as provided in paragraph 9(A), Lessor shall, at its sole expense (except as provided below with regard to routine HVAC maintenance and exterior window washing), maintain and repair (including the making of necessary replacements) all portions of the Building, the Premises, the parking areas and the land on which they are located, including, without limitation, Canyon Country Community Center Page 3 of 12 Prepared: February 23, 2012 fire sprinklers, trash removal, exterior window washing, graffiti removal, the sewer system, the grounds, sidewalks, patios, parking spaces, landscaping, all exterior walls, windows and interior structural walls, floors, ceilings, roof (including structural components thereof), all mechanical systems (including, without limitation, HVAC system), concealed plumbing, and concealed electrical systems. Notwithstanding the foregoing to the contrary, to the extent the need for maintenance or repair of any of the matters for which Lessor is responsible under this paragraph 9(B) is due to the negligence or willful misconduct of Lessee or its agents or employees, then Lessee shall be responsible for the reasonable cost of such maintenance or repair. Further, Lessee agrees to reimburse Lessor for the actual and reasonable cost of ordinary, routine maintenance of the HVAC system of the Premises, and agrees to reimburse Landlord for the actual and reasonable cost of exterior window cleaning of the Premises, such cleaning not to exceed once every three months. Lessor will ensure all urgent requests from Lessee for emergency repair service for the HVAC system are preformed within 24 hours. If Lessor fails to provide such emergency repair service within 24 hours, Lessee is authorized to procure necessary emergency repair service without liability to Lessor for the effect, if any, of such repair service on any HVAC system guaranties or warranties, and in such event, Lessor agrees to reimburse Lessee for the cost of such repair service. (C) Utilities: Lessor agrees to furnish the Premises with adequate utility services including heating, ventilating and air conditioning in such reasonable quantities as is reasonably necessary for the comfortable occupancy of the Premises. In addition, Lessor shall provide electric current for normal lighting and normal office machines, and water for lavatory and drinking purposes in such reasonable quantities as is reasonably necessary for general office use and in compliance with applicable codes. Electrical service is metered separately to each individual unit, and the Lessee shall pay that monthly cost directly to the service provider. Lessee agrees to pay it's calculated share of 26.7% of the water service provided to the Building which is not separately metered to each unit. Lessee is not responsible for any charges for water used for the common areas, parking lot or landscaping of the property on which the Premises are located, and common area utilities and services, which include, but are not limited to, electrical, gas, water and trash service, shall continue to be provided by Lessor at no additional cost to Lessee. 10. Alterations or Additions to Premises. (A) Alterations: Except for installation of tenant improvements as provided in Section 2(A), Lessee will not make, or cause to be made, any alterations to the Premises, or any part thereof, without Lessor's prior written consent, which consent will not be unreasonably withheld. (B) Lessee's Property. All trade fixtures, equipment, and personal property of the Lessee located at the Premises will remain the property of the Lessee during the term of this Agreement and may be removed by Lessee at any time during the term Canyon Country Community Center Page 4 of 12 Prepared: February 23, 2012 of this Agreement and shall be removed by Lessee prior to the expiration or other termination of the term of this Agreement. Liability for damages or claims made for expenses incurred, or related to, any such removal is the sole responsibility of the Lessee. Lessee shall notify Lessor in writing confirming that all removals are completed, and any remaining items will be deemed to have been abandoned and may be retained or disposed of by Lessor as Lessor sees fit without any liability to Lessee. 11. Insurance/ Indemnity: (A) Lessee's Liability Insurance: For the mutual benefit of Lessor and Lessee, Lessee shall during the term of this Agreement cause to be issued and maintained public liability insurance in the sum of at least $2,000,000, for injury to or death of one person, $2,000,000 for injury to or death of more than one person in any one accident, insuring the Lessee against liability for injury and/or death occurring in or on the Premises and $2,000,000 of property damage coverage. Required insurance policy shall also be endorsed to name Lessor, its officials, and employees as "additional insureds" under said coverage, to state that such insurance will be deemed "primary" such that any other insurance that may be carried by Lessor will be excess thereto, and to state that the policy will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to Lessor. The Lessee shall maintain all such insurance in full force and effect during the term of this Agreement and all extensions thereof, and shall pay all premiums for the insurance. Evidence of insurance and of premiums shall be delivered to the Lessor. (B) Property Insurance -Lessee: Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Agreement for the benefit of Lessee, replacement cost fire and extended coverage insurance, with vandalism and malicious mischief 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 other improvements located on the Premises. (C) Property Insurance -Lessor: Lessor shall, at Lessor's expense, obtain and keep in force during the term of this Agreement replacement cost fire and extended coverage insurance, with vandalism and malicious mischief endorsements, in an amount sufficient to cover not less than 90% of the full replacement cost, as the same may exist from time to time, of the Building and other improvements on the land on which the Building is located. (D) Indemnity: Lessee shall indemnify and hold harmless Lessor and its officials, officers, employees, contractors and agents (each an "Indemnified Party" and, collectively, the "Indemnified Parties") 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 Canyon Country Community Center Page 5 of 12 Prepared: February 23, 2012 any activity, work or things done, permitted or suffered by Lessee in or about the Premises and shall further indemnify and hold harmless the Indemnified Parties from and against any and all claims, costs and expenses arising from any negligence or willful misconduct 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 the Indemnified Parties as the result of any such use, conduct, activity, work, things done, permitted or suffered, or negligence or willful misconduct, 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 any Indemnified Party by reason of any such matter, Lessee upon notice from the Indemnified Party shall defend the same at Lessee's expense by counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate with Lessee in such defense. An Indemnified Party need not have first paid any such claim in order to be so indemnified. (E) Exemption of Lessor from Liability: Except for negligence or other wrongful conduct by Lessor, 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 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'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. (F) No Representation of Adequate Coverage: The requirements as to the types and limits of insurance coverage to be maintained by Lessee as required within this Agreement, and any approval of such insurance by Lessor, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Lessee pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 12. Taxes: (A) Real Property Taxes: Lessor shall pay the real property tax applicable to the Premises, the Building and the land on which they are located, and Lessee has no obligation to pay nor to reimburse Lessor for any portion thereof. 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 Canyon Country Community Center Page 6 of 12 Prepared: February 23, 2012 q income or estate taxes) imposed on the Premises, Building or land on which they are located, or any portion thereof, by any authority having the direct or indirect power to tax, including any city, county, state or federal government. (B) Personal Property Taxes: 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. 13. Lessee Default: Lessee's failure to pay any monetary obligation under this Agreement as and when due, where such failure is not cured within thirty (30) days following Lessee's receipt of written notice thereof from Lessor, will constitute a default by Lessee. In addition, Lessee's failure to perform and discharge its other obligations under this Agreement within thirty (30) days following receipt of written notice from Lessor of such failure will constitute a default by Lessee; provided, that if the nature of such failure is such that more than thirty (30) days are reasonably required to cure the same, then Lessee will not be in default so long as Lessee commences to cure such failure within such thirty (30) day period and thereafter diligently completes the cure of such failure. Upon any default by Lessee, Lessor may provide Lessee with a written three-day notice that describes the default and demands that Lessee cure the default, if cure is possible. If Lessee does not cure the default within the three (3) days, or if cure is not possible, Lessor may pursue all remedies available to it including, without limitation, termination of this Agreement. 14. Assignment and Subletting: This Agreement may not be assigned, nor may the Premises be sublet, either in whole or in part, by Lessee without the express written consent of the Lessor, which consent Lessor shall not unreasonably withhold. Any such purported assignment or subletting without Lessor's written consent will be null and void and, at Lessor's election, constitute a non -curable default under this Agreement. 15. Lessee's Expansion Option: Lessee shall have the option to lease additional space in the Building, as the same may become available from time to time during the Term, under the same terms and conditions (including, but not limited to, the same per square foot rental rate then in effect) set forth under this Agreement. If apace in the Building becomes available for leasing by Lessor, then before Lessor lists or advertises such space as being available for lease, Lessor agrees to give Lessee written notice of such fact. Within five (5) business days following Lessee's receipt of such notice, Lessee may elect by written notice given to Lessor to lease such space. If Lessee elects to lease such space, this Agreement is to be amended to add such space to the Premises leased hereunder and to make an appropriate adjustment to the monthly rent. Canyon Country Community Center Page 7 of 12 Prepared: February 23, 2012 p 16. Lessor's Access. Lessor and its authorized representatives shall have the right to enter the Premises for the purposes of (a) determining whether the Premises are in good condition and whether Lessee is complying with its obligations under this Agreement; (b) performing any necessary maintenance, repairs or restorations to the Premises which Lessor.has the right or obligation under this Agreement to perform; (c) serving, posting or keeping posted any notices of non - responsibility required or allowed by law; and (d) posting "For Sale" signs at any time during the term of this Agreement, and posting "For Rent" signs during the last sixty (60) days of the term of this Agreement or during any period while Lessee is in default. Lessor's entry shall be during normal business hours and upon reasonable prior notice to Lessee, except where the need for such entry is due to an emergency or a situation posing an imminent threat of injury or damage to persons or property. Lessor shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance or other damage arising out of Lessor's or its representatives' entry on the Premises as provided in this paragraph, except where due to the negligence or willful misconduct of Lessor or its representatives.. 17. Holdover: If Lessee remains in possession of the Premises after the expiration of this Agreement, with Lessor's express written consent, Lessee's occupancy shall become a month-to-month tenancy at a rental rate equal to the previous month's rental payment for a period of not more than six months. In the event Lessee continues to occupy the Premises for more than six months in the holdover status, Lessee agrees to pay Lessor a monthly rental amount equal to 120% of the then -current rental payment amount thereafter or until such other terms are agreed to in writing. All other terms and conditions shall remain the same and in full force and effect. Nothing in this paragraph or this Agreement shall be construed as consent by Lessor to any holding over by Lessee. Nothing in this Agreement constitutes a waiver by Lessor of its right to require Lessee to surrender possession of the Premises to Lessor as provided in this Agreement. 18. Sale or Transfer by Lessor. In the event of a sale or other transfer by Lessor of its interest in the Premises, the Building or the land, Lessor shall be automatically relieved of any and all obligations and liabilities on the part of Lessor arising under this Agreement from and after the date of such sale or other transfer 19. Condemnation; Casualty: (A) Condemnation: If the whole of the Premises or the Building or land or so much thereof as to render the balance unusable by Lessee, in Lessee's reasonable judgment, shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Agreement shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority. No award for any partial or entire taking shall be apportioned, and Lessee hereby assigns to Lessor any award which may be made in such taking or condemnation, together with any and all rights of Lessee now or hereafter arising in Canyon Country Community Center Page 8 of 12 Prepared: February 23, 2012 I� or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Lessor any interest in or to require Lessee to assign to Lessor any award made to Lessee for the taking of personal property and trade fixtures belonging to Lessee, for Lessee's tenant improvements or for relocation expenses or the interruption of, or damage to, Lessee's business. In the event of a partial taking described in this Section 19(A), or a sale, transfer or conveyance in lieu thereof, which does not result in a termination of this Agreement, the rent shall be apportioned according to the ratio that the part of the Premises remaining useable by Lessee bears to the total area of the Premises. Lessee hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure. (B) Casualty: If any portion of the Building or the Premises is damaged by fire or other casualty, then Lessor shall promptly repair and restore the same to as nearly their condition existing immediately prior to the casualty as is reasonably possible; provided, that if the time for repair of the Premises is reasonably estimated by Lessor's contractor to exceed 60 days from the date of the casualty, either Lessor or Lessee may terminate this Agreement on written notice to the other. If any portion of the Building (exclusive of the Premises) or any portion of the parking area is damaged by fire or other casualty such that Lessee's access to or use of the Premises is materially interfered with in Lessee's reasonably judgment, then Lessee may terminate this Agreement on written notice to Lessor. In no event shall Lessor be responsible to restore or replace Lessee's personal property, fixtures, equipment and/or other improvements located on the Premises. If this Agreement is terminated pursuant to this paragraph, such termination will be effective as of the date of the casualty and rent and other charges shall be prorated to such date. 20. Force Majeure: Should performance of any obligation under this Agreement by a party, other than the obligation of such party to pay any monetary sum, be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other causes, whether similar or dissimilar, beyond such party's reasonable control, then the time for performance of such obligation will be extended for a period of time equal to the period of such prevention. 21. Time of Essence: Time is expressly declared to be of the essence in this Agreement. 22. Sole and Only Agreement: This Agreement constitutes the sole and only agreement between Lessor and Lessee respecting the Premises and the subject matter of this Agreement, and correctly sets forth the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void. Canyon Country Community Center Page 9 of 12 Prepared: February 23, 2012 23. Binding on Heirs and Successors: Subject to the restrictions on assignment, transfer and subletting contained in this Agreement, this Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties. 24. Notices: Except as otherwise provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party shall be in writing, and shall be deemed duly served and given when personally delivered (including by commercial courier or overnight delivery service) to the party to whom it is directed or, in lieu of such personal service, five (5) business days after deposit in the United States mail Certified Return Receipt requested, postage prepaid, addressed to Lessor at: HWA Incorpated 1001 Wilshire Blvd. Santa Monica CA 90401 Attn: Sandy Mechammil Cell 818-388-8071 And to Lessee at: City of Santa Clarita Department of Parks, Recreation & Community Services 23920 Valencia Blvd., Ste 300 Santa Clarita, CA 91355 Attn: City Manager Telephone: (661) 255-4905 Either party may change its address for purposes of this paragraph by giving written notice of the change to the other party in the manner noted above in this paragraph. 25. Signs and Security Cameras: Lessee shall not place any additional exterior signage or install security cameras upon the Premises or the common areas without Lessor's prior written approval, which approval may not be unreasonably withheld or delayed. All signs, fixtures and improvements must comply with local government codes. Canyon Country Community Center Page 10 of 12 Prepared: February 23, 2012 0 26. Waiver of Breach: Any express or implied waiver of a breach of any term of the Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 27. Governing Law: This Agreement has been made in and will be construed in accordance with the laws of the State of California and, to the fullest extent permitted by law, exclusive venue for any action involving this Agreement will be in Los Angeles County, 28. Partial Invalidity. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this lease will remain in effect, unimpaired by the holding. 29. Construction: The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party on account of its having drafted the same. 30. Authority / Modification: Each party represents and warrants that all necessary action has been taken by such party to authorize the execution and delivery of this Agreement and the performance of its obligations described herein. This Agreement may only be modified by written amendment signed by the parties. 31. Counterparts: This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. 32. Review of Agreement. Lessor and Lessee have carefully read and reviewed this Agreement and each term and provision contained herein and, by execution of this Agreement, show their informed and voluntary consent thereto. The parties hereby agree that, at the time this Agreement is executed, the terms of this Agreement are commercially reasonable and effectuate the intent and purpose of Lessor and Lessee with respect to the Premises. 33. No Representation. No representation or recommendation is made by either party or their respective agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Agreement or the transaction relating thereto; the parties shall rely solely upon the advice of their own legal counsel as to the legal and tax consequences of this Agreement. (Signatures follow on the next page) Canyon Country Community Center Page I 1 of 12 Prepared: February 23, 2012 /V In Witness whereof the parties hereto have caused this Agreement to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above. LESSOR: HWA Incorporated By: Sandy Mechammil By: William Durghalli By: Albert Dib LESSEE: CITY OF SANTA CLARITA Kenneth Pulskamp, City Manager Attest: Sarah P. Gorman, Esq. City Clerk Approved as to Form: City Attorney Canyon Country Community Center Page 12 of 12 Prepared: February 23, 2012 l�