1992 -2032 Boys & Girls Club of Coachella Valley - LeaseLEASE AGREEMENT
by and between
CITY OF LA QUINTA
"Lessor"
and
BOYS AND GIRLS CLUB OF COACHELLA VALLEY
"Lessee"
TABLE OF CONTENTS
Page
ARTICLE I. TERM OF LEASE
1.1
Premises ...................................
1
1.2
Reservation ................................
1
1.3
Exceptions to
Leasehold Estate ............. 1
1.4
Term .......................................
1
1.5
Date of Lease
and Legal Effect ............. 1
ARTICLE II. DEVELOPMENT AND OWNERSHIP OF IMPROVEMENTS
2.1 Construction, Inspection by Lessor
and Right to Improvements ................ 2
2.2 Cost and Expense of Improvements ........... 2
2.3 Lessor Assistance .......................... 3
ARTICLE III. RENT
3.1 Net Lease .................................. 3
3.2 Minimum Rent ............................... 4
3.3 Additional Payments ........................ 4
3.4 Place of Payment; Late Payments ............ 4
ARTICLE IV. USE OF PREMISES AND COMPLIANCE WITH LAW
4.1 Permitted Uses ............................. 4
4.2 Nondiscrimination .......................... 5
ARTICLE V. PAYMENT OF EXPENSES ........................ 5
ARTICLE VI. MAINTENANCE OF PREMISES
6.1 Obligations for Maintenance ................ 5
6.2 Standard of Maintenance .................... 6
6.3 Liens ...................................... 6
6.4 Lessor's Substitute Performance ............ 6
ARTICLE VII. INSURANCE AND INDEMNITY
7.1 Lessee's Insurance ......................... 7
7.2 Cost of Living Adjustment .................. 9
7.3 Covenant to Indemnify and Hold Harmless .... 10
7.4 Waiver of Subrogation ...................... 11
(i)
Page
ARTICLE VIII. UTILITY CHARGES 11
ARTICLE IX. ALTERATIONS AND ADDITIONS .................. 11
ARTICLE X. CASUALTY LOSS AND RESTORATION
10.1 Non -Termination ............................ 12
10.2 Damage and Duty to Restore ................. 12
10.3 Right to Terminate Lease ................... 12
10.4 No Obligation of Lessor to Restore ....... 13
10.5 Continued Operations ....................... 13
ARTICLE XI. ASSIGNMENT AND SUBLETTING
11.1 Agency's Consent Required .................. 13
11.2 Lessee Remains Obligated ................... 13
ARTICLE XII. DEFAULT
12.1 Events of Default .......................... 14
12.2 Remedies ................................... 14
12.3 Default by Lessor .......................... 17
12.4 Legal Expenses and Collection Costs ........ 17
ARTICLE XIII. HOLDING OVER ............................... 17
ARTICLE XIV. ACCESS BY LESSOR ........................... 17
ARTICLE XV. QUIET ENJOYMENT ............................ 18
ARTICLE XVI. TAXES ...................................... 18
ARTICLE XVII. FORCE MAJEURE .............................. 18
ARTICLE XVIII FINANCING/HYPOTHECATION .................... 19
18.1 Mortgages .................................. 19
18.2 No Settlement Without Mortgagee Consent .... 23
18.3 No Subordination ........................... 23
Page
ARTICLE XIX
RENEWAL OPTION
19.1
Option to Extend
23
19.2
Continuation of Terms
23
ARTICLE XX.
MISCELLANEOUS
20.1
Press Releases .............................
24
20.2
Waiver .....................................
24
20.3
Notices ....................................
24
20.4
Relationship of Parties ....................
24
20.5
Accord and Satisfaction ....................
24
20.6
Time of Essence ............................
25
20.7
Remedies Cumulative ........................
25
20.8
Effect of Invalidity .......................
25
20.9
Successors and Assigns .....................
25
20.10
Entire Agreement ...........................
25
20.11
Interest on Past -Due Obligations ...........
26
20.12
Execution of Lease; No Option ..............
26
20.13
Corporate Authority ........................
26
20.14
Controlling Law ............................
26
20.15
Specific Performance .......................
26
20.16
Survival of Indemnities and Warranties .....
26
20.17
Estoppel Certificate .......................
27
EXHIBIT A - Description of Premises
EXHIBIT B - Scope of Development
LEASE AGREEMENT
, THIS LEASE AGREEMENT (the "Lease") is entered into
this day of , 1992, by and between the CITY
OF LA QUINTA ("Lessor"), a r6dnicipal corporation formed under
the laws of the State of California, and the BOYS AND GIRLS
CLUB OF COACHELLA VALLEY, a California
("Lessee").
In consideration of the payments to be made hereunder
and the covenants and agreements contained herein, the parties
hereto agree as follows:
ARTICLE I. TERM OF LEASE
1.1 Premises. Lessor is currently the owner of that
parcel of real property located in the City of La Quinta,
legally described in Exhibit "A" attached hereto and
incorporated herein by this reference (the "Premises"). The
address of the Premises is J. La Quinta,
California. Lessor agrees to lease to Lessee and Lessee agrees
to lease from Lessor the Premises upon the terms and conditions
expressed herein.
1.2 Reservation. Lessor reserves to itself, its
successors, and assigns, together with the right to grant and
transfer all or a portion of the same, the non-exclusive right
to enter upon the Premises in accordance with any rights of
Lessor set forth in this Lease.
1.3 Exceptions to Leasehold Estate. This Lease is made
subject to all covenants, conditions, restrictions,
reservations, rights, rights -of -way, easements, and all other
matters of record or apparent upon a visual inspection of the
Premises affecting the Premises or the use thereof on the date
this Lease is executed by Lessee.
1.4 Term. The "Term" of this Lease shall be forty (40)
years, commencing on the date (the "Term Commencement Date")
that Lessor has obtained a building permit for the Improvements
(as herein defined) to be constructed by Lessee on the
Premises.
1.5 Date of Lease and Legal Effect. The terms, covenants
and conditions of this Lease shall become legally binding on
the Term Commencement Date.
ARTICLE II. DEVELOPMENT AND OWNERSHIP OF IMPROVEMENTS
2.1 Construction, Inspection by Lessor and Right to
Improvements.
Lessee shall construct or cause to be constructed the
improvements on the Premises as set forth in the Scope of
Development attached hereto as Exhibit "B" and made a part
hereof ("Improvements") which Improvements shall include a
youth center of approximately 24,000 square feet on the corner
of Park Avenue and Avenue 50 in the City of La Quinta.
Building permits shall be obtained and construction begun on
the Improvements within one (1) year of the date of the
execution of this Lease. Lessee shall provide status reports
to Lessor concerning all actions taken towards commencing
construction at six (6)-month intervals from the date of
execution of this Lease by the Lessor until a certificate of
occupancy has been issued for the Improvements. Completion of
construction shall be within eighteen (18) months of the
issuance of building permits for the Improvements. Lessee
covenants with Lessor that the Improvements of whatsoever
nature constructed by Lessee on the Premises shall be
constructed at Lessee's sole cost and expense in a good
workmanlike manner according to and in conformity with plans
and specifications to be submitted to Lessor pursuant to
Section 2.2 below and in compliance with all applicable
municipal building and zoning laws and with all other laws,
ordinances, orders, rules, regulations and requirements of
federal, state and municipal governments and appropriate
departments, commissions, boards and officers thereof. At all
times during construction, and prior to completion, of the
Improvements, Lessor shall have the right, after not less than
twenty-four (24) hours notice to Lessee, to enter upon the
Premises in the company of a representative of Lessee for the
purpose of inspecting the same, provided that such entry and
inspection shall not unreasonably interfere with Lessee's
construction of the Improvements. Any and all Improvements
which are made by Lessee to the Premises shall be owned by
Lessee during the Term but shall remain a part of the Premises
and be surrendered therewith at the end of the Term or sooner
termination of this Lease, at which time the same shall become
the property of Lessor.
2.2 Cost and Expense of Improvements. Except as set forth
in Section 2.3 hereof, the entire cost and expense of
constructing any and all Improvements on the Premises shall be
borne and paid by Lessee, and Lessee shall hold and save Lessor
and the Premises harmless from any liability whatsoever on
account thereof. Before commencement of the construction of
any Improvements, and before any materials in connection with
such construction are delivered to the Premises, Lessee shall
comply with the following conditions:
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(a) Notify Lessor of Lessee's intention to commence
a work of improvement at least fifteen (15) days before
commencement of any such work or delivery of any materials in
connection therewith to the Premises. The notice shall specify
the approximate location and nature of the intended
Improvements. Lessor shall have the right to post and maintain
on the Premises any notices of nonresponsibility provided for
under applicable law, and, after not less than twenty-four (24)
hours notice to Lessee, to inspect the Premises, at all
reasonable times and in the company of a representative of
Lessee, in relation to such construction, provided that such
entry shall not unreasonably interfere with such demolition
and/or construction.
(b) Deliver to Lessor for Lessor's approval, which
approval shall not be unreasonably withheld, a set of final
construction plans and specifications prepared by a licensed
architect or engineer as approved by all appropriate
governmental agencies and authorities.
2.3 Lessor Assistance. Lessor shall assist Lessee in the
amount equal to the costs of payment of all required municipal
permit fees (collectively, the "Lessor Assistance").
ARTICLE III. RENT
3.1 Net Lease. It is the intent of the parties hereto
that the rent provided herein shall be absolutely net to Lessor
and that Lessee shall pay all costs, charges and expenses of
every kind and nature against the Premises and any Improvements
which may arise or become due during the Term and which, except
for execution and delivery hereof, would or could have been
payable by Lessor.
3.2 Minimum Rent. During the Term of this Lease, Lessee
shall pay to Lessor as rental for the use and occupancy of the
Premises, ground rental for each year from the Term
Commencement Date of Two Dollars ($2.00) (the "Rent"). The
Rent owing for the full Term of the Lease shall be payable in
advance of the Term Commencement Date.
3.3 Additional Payments. Except as otherwise provided in
this Lease, all sums of money or charges whatsoever required to
be paid by Lessee to Lessor under this Lease other than Rent
shall be due and payable fifteen (15) days after demand,
presented in writing by certified mail, without any deductions
or offsets whatsoever. Lessor shall have no obligation to bill
Lessee for annual Rent, security charges, or other operational
expenses. Lessee's failure to pay any such amounts or charges
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when due shall carry with it the same consequences as Lessee's
failure to pay Rent and shall be deemed to be additional Rent.
3.4 Place of Payment; Late Payments. Lessee agrees to pay
the rental and other charges herein reserved to Lessor at
78-105 Calle Estado, La Quinta, California 92253, payable to
Lessor or to such other person and/or at such other location as
Lessor may from time to time designate in writing. All
payments shall be made by check for an account in lawful money
of the United States. All payments requiring proration shall
be prorated on the basis of a thirty (30) day month.
ARTICLE IV. USE OF PREMISES AND COMPLIANCE WITH LAW
4.1 Permitted Uses. Lessor's primary purpose for entering
into this Lease is to provide for the operation of the
Improvements as a youth center for providing a variety of quality
programs for children between the ages of 7 and 18. Included
within the youth center shall be a gymnasium, an education center
for reading and computers, a multipurpose room, a kitchen, a
weight room, an exercise room, a games room for junior and senior
members, locker rooms, a clinic, administrative offices, an
outdoor play area, and a swimming pool. Lessee shall not use the
Premises for any other purposes without prior written consent of
the Lessor.
Lessor and other nonprofit community organizations shall have
the right from time to time to utilize the premises or
appropriate portions thereof in connection with official city
functions and/or other community programs, provided, however,
that Lessor shall have first requested -and obtained the consent
of Lessee to such use, which consent Lessee shall not
unreasonably withhold.
Lessee, at Lessee's expense, shall promptly comply with all
present and future laws, ordinances, orders, rules, regulations
and requirements of all governmental authorities having
jurisdiction affecting the Premises and Improvements or the
cleanliness, safety, occupancy and use of same, whether or not
any such law, ordinance, order, rule, regulation or requirement
is substantial, or foreseen or unforeseen, or ordinary or
extraordinary or shall necessitate structural changes of the
Improvements or interfere with the use and enjoyment of the
Premises.
4.2 Nondiscrimination. Lessee covenants for itself, its
heirs, executors, administrators, and assigns, and all persons
claiming under or through it, that this Lease is made and
accepted upon and subject to the condition that there shall be no
discrimination against or segregation of any person or group of
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persons on account of race, color, creed, religion, sex, national
origin, ancestry, political affiliation or physical handicap
associated with the construction, operation and maintenance of
the Premises.
ARTICLE V. PAYMENT OF EXPENSES
Lessee shall pay all of the costs and expenses in the
operation, management, and maintenance of the Improvements. Such
expenses shall include, without limitation, the following:
(i) expenses incurred by Lessee for general maintenance,
painting, lighting, cleaning, trash removal, security, fire
protection; and (ii) the actual cost of repairs to the
Improvements.
ARTICLE VI. MAINTENANCE OF THE PREMISES
6.1 Obligations for Maintenance. Lessee, at Lessee's
expense without cost to Lessor, shall maintain in good order,
condition, quality, and repair, the Improvements and every part
thereof and any and all appurtenances thereto wherever located,
and all other repairs, replacements, renewals and restorations,
ordinary and extraordinary, foreseen and unforeseen.
6.2 Standard of Maintenance. Lessee shall keep and maintain
the Premises and the Improvements in a clean, sanitary and safe
condition in accordance with the laws of the State of California
and in accordance with all directions, rules and regulations of
the health officer, fire marshall, building inspector or other
proper officials of the governmental agencies having
jurisdiction, and Lessee shall comply with all requirements of
laws and ordinances affecting the Premises and the Improvements,
all at the sole cost and expense of Lessee. At the time of the
expiration of the tenancy created herein, Lessee shall surrender
the Premises and the Improvements thereon in good order,
condition and repair.
6.3 Liens. Lessee shall keep the Premises, the
Improvements, or any part thereof free from any and all liens
arising out of any work performed, materials furnished or
obligations incurred by or for Lessee, and agrees to cause to be
discharged any mechanic's or materialmen's lien of record within
twenty (20) days after the lien has been filed or within ten (10)
days after receipt of written request from Lessor, whichever
shall be the sooner. Lessee shall give Lessor at least fifteen
(15) days written notice prior to commencing or causing to be
commenced any work on the Premises (whether prior or subsequent
to the commencement of the Term), so that Lessor shall have
reasonable opportunity to file and post notices of
non -responsibility for Lessee's work. Lessor may condition its
consent to any work upon Lessee posting lien and material and/or
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completion bonds in amounts as may be necessary to cover
the anticipated cost of such work and potential overruns.
Lessee shall reimburse Lessor for any and all costs and
expenses which may be incurred by Lessor by reason of the
filing of any such liens and/or removal of same, such
reimbursement to be made within then (10) days after receipt by
Lessee from Lessor of a statement setting forth the amount of
the costs and expenses.
6.4 Lessor's Substitute Performance. In the event Lessee
fails, refuses or neglects to commence and complete promptly
and adequately any of the required repairs or maintenance, to
remove any lien, to pay any cost or expense relating to such
matters, or to otherwise perform any act or fulfill any
obligation required of Lessee pursuant to Section 6.1, Lessor
may, but shall not be required to, make or complete any such
repairs, remove such lien, or pay such cost and expense, and
Lessee shall reimburse Lessor for all costs and expenses of
Lessor thereby incurred within fifteen (15) days after receipt
by Lessee from Lessor of a statement setting forth the amount
of such costs and expenses which shall be deemed to be
additional Rent and subject to the same consequences as herein
provided for failure to pay Rent. Any amounts owed to Lessor
under this Article VI shall accrue interest at the rate of ten
percent (10%) per annum until payment is received by Lessor.
If reasonably possible under the circumstances, Lessor shall
give Lessee written notice fifteen (15) days prior to
commencement of any substitute performance. Any failure by
Lessor to give such notice, however, shall not prejudice
Lessor's rights hereunder or alter Lessee's obligations
hereunder. Lessor's rights and remedies pursuant to this
Section 6.4 shall be in addition to any and all other rights
and remedies provided under this Lease or at law.
ARTICLE VII. INSURANCE AND INDEMNITY
7.1 Lessee's Insurance.
(a) Types. Lessee, at no cost and expense to
Lessor, shall procure and keep in full force and effect during
the Term or cause to be procured and kept in full force and
effect for the mutual benefit of Lessor and Lessee, insurance
policies meeting the minimum requirements set forth below or
such greater requirements that are generally obtained from time
to time for properties, improvements, activities, and
operations similar to those on the Premises in the Southern
California area:
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(i) comprehensive general liability insurance
with respect to the Premises and the operations of or on
behalf of Lessee or its agents, officers, directors, and
employees in, on or about the Premises in an amount not
less than One Million Dollars ($1,000,000) per occurrence
combined single limit bodily injury, personal injury, death
and property damage liability per occurrence, subject to
such increases in amount as Lessor may reasonably require
from time to time. Coverage shall include, but not be
limited to personal injury liability, premises and
operation, blanket contractual, cross liability,
severability of interest, broad form property damage, and
independent contractors. The policy or policies shall
include that Lessor and its officers, employees, and agents
shall be additional insureds under such policy or
policies. The adequacy of general liability coverage
carried by Lessee may be reviewed and modified by Lessor to
assure adequate liability coverage during the entire Term;
provided, however, that the specified limits are not
increased more frequently than once every three (3) years.
Should Lessor and Lessee fail to agree on an appropriate
adjustment to coverage, the increase if any shall be equal
to the total percentage increase in the CPI as defined in
Section 7.2 below from the time the limit then in effect
was established to the date of Lessor's notice to Lessee to
increase coverage limits, provided the cost for such
increased coverage is either commercially reasonable or
consistent with limits on insurance maintained for similar
developments in the area for which the Leased Land is
located;
(ii) worker's compensation coverage as required
by the laws of the State of California together with
employer's liability coverage;
(iii) with respect to the Improvements,
fixtures, furnishings, equipment and other items of
personal property located on or in the Premises, insurance
against fire, peril of flood, earthquake, extended
coverage, vandalism and malicious mischief, and such other
additional perils, hazards and risks as now are or may be
included in standard "all risk" forms in general use in
Riverside County, California, for an amount equal to not
less than the full current actual replacement cost
thereof. Lessor shall be an additional insured under such
policy or policies and such insurance shall contain a
replacement cost endorsement;
(b) Standard. All policies of insurance required
to be carried by Lessee under this Lease shall be written by
responsible and solvent insurance companies rated A or better
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by the Best Key Rating Guide and authorized to do business in
the State of California. Any such insurance required of Lessee
hereunder may be furnished by Lessee under any blanket policy
carried by it or under a separate policy therefor. A copy of
each paid -up policy evidencing such insurance (appropriately
authenticated by the insurer) or a certificate of the insurer,
certifying that such policy has been issued, providing the
coverage required by this Section and containing provisions
specified herein, shall be delivered to Lessor prior to the
date Lessee is given the right of possession of the Premises or
as Lessor may otherwise require, and upon renewals, not less
than thirty (30) days prior to the expiration of such
coverage. Lessor may, at any time, and from time to time,
inspect and/or copy any and all insurance policies required to
be procured by Lessee hereunder. In no event shall the limits
of any policy be considered as limiting the liability of Lessee
under this Lease.
(c) Specific Provisions in Policy. Each policy
evidencing insurance required to be carried by Lessee pursuant
to this Article shall contain the following provisions or
clauses:
(i) a provision specifying that the City of La
Quinta shall be named as an additional insured under the
policy;
(ii) a provision that the insurer will not
cancel or materially change the coverage provided by such
policy without first giving Lessor thirty (30) days' prior
written notice; and
(iii) a waiver by the Lessee's insurer of any
right to subrogation against Lessor, its agents, employees
or representatives which arises or might arise by reason of
any payment under such policy or policies or by reason of
any act or omission of Lessor, its agents, employees or
representatives.
(d) Lessor's Substitute Performance. In the event
that Lessee fails to procure, maintain and/or pay for at the
times and for the durations specified in this Section 7.1, any
insurance required by this Section, or fails to carry insurance
required by law or governmental regulation, Lessor may (but
without obligation to do so) at any time or from time to time,
after thirty (30) days written notice to Lessee, procure such
insurance and pay the premiums therefor, in which event Lessee
shall repay Lessor all sums so paid by Lessor together with ten
percent (10%) interest per annum thereon.
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7.2 Cost of Living Adjustment.
The cost of living adjustment to the amount of general
liability insurance to be carried by Lessee to be made should
Lessor and Lessee fail to agree on an appropriate adjustment
shall be determined in the manner and pursuant to the following
formula:
I = W x A
P
In such formula "I" represents the adjusted amount of
general liability insurance to be held by Lessee during the
Lease Years for which amount of insurance coverage is being
computed under such formula; "W" represents the amount of
general liability coverage held by Lessee immediately prior to
the adjustment being computed; "A" represents the Consumer
Price Index ("CPI" herein) for All Urban Consumers, all items,
most recently published and released prior to the adjustment
date being computed, for the Riverside area as reported by the
U.S. Department of Labor, Bureau of Labor Statistics based upon
the establishment of one hundred (100) as the index for the
year 1982/84; "P" represents the CPI most recently published
and released prior to the last adjustment date.
If the CPI which is used or published for any relevant
time as provided in this Lease is based upon the establishment
of 100 as the price index for the year or a group of years
other than 1982/84, the CPI to be substituted for "A" in the
above formula shall be computed by converting the index as then
issued or published to the basis of 100 as the price index for
1982/84. In the event that no such index is issued or
published within one (1) year previous to each period for which
such amount of general liability insurance is being adjusted
and computed hereunder or that said Bureau should cease to
publish said index figure, then any similar index published by
any other branch or department of the U. S. Government shall be
used and if none is so published, then another index generally
recognized as authoritative shall be substituted by agreement.
In any event, the base used by any index shall be reconciled to
the 1982/84 index.
It shall be the duty and obligation of Lessor to make
the computations and determinations pursuant to this Section
and to communicate the results to Lessee, together with working
papers to support the computation;
7.3 Covenant to Indemnify and Hold Harmless. Lessee
covenants to defend and indemnify Lessor, its officers,
directors, partners, representatives, agents and employees, and
save them harmless from and against any and all claims,
actions, losses, damages, liability, and expenses, including
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attorneys' fees, in connection with the loss of life, bodily
injury and/or damage to property arising from or out of or in
connection with any occurrence in, upon or at the Premises, or
the construction of improvements, the occupancy or use by
Lessee of the Premises or any part thereof, or arising from or
out of Lessee's failure to comply with any provision of this
Lease or otherwise occasioned wholly or in part by any act or
omission of Lessee, its agents, directors, representatives,
contractors, employees, servants, invitees or licensees,
excepting that the foregoing indemnification and hold harmless
provision shall not apply in the event of any uninsured willful
or actively negligent misconduct on behalf of Lessor or any of
its agents, representatives, or employees, or in the event any
such claims, actions, losses, damages, liability, costs, or
expenses arise out of a breach by Lessor of its obligations
under this Lease.
If Lessor is made a party to any litigation commenced
by or against Lessee, then Lessee shall protect, defend and
hold Lessor harmless and shall pay all costs, expenses and
reasonable attorneys' fees incurred or paid by Lessor in
connection with such litigation. Lessor may, at its option,
require Lessee to assume Lessor's defense in any action covered
by this Section 7.3 through counsel selected by Lessor and
reasonably satisfactory to Lessee. Lessee, as a material part
of the consideration to Lessor, hereby assumes all risk of
damage to property or injury to persons in, upon or about the
Premises and Improvements from any cause whatsoever, and Lessee
hereby waives all its claims in respect thereof against Lessor
excepting only damage or injury arising out of (i) the
uninsured willful or actively negligent misconduct of Lessor or
any of its agents, representatives, or employees, or (ii) a
breach by Lessor of its obligations under this Lease.
7.4 Waiver of Subrogation. Each party hereto does hereby
waive, remise, release and discharge the other party hereto and
any officer, director, shareholder, beneficiary, partner,
agent, employee or representative of such other party, of and
from any liability whatsoever hereafter arising from loss or
damage for which insurance containing a waiver of subrogation
is carried by the injured party under such insurance. Lessee
shall, upon obtaining the policies of insurance required
hereunder, give notice to the insurance carrier or carriers
that the foregoing mutual waiver of subrogation is contained in
this Lease.
ARTICLE VIII. UTILITY CHARGES
Lessee shall pay all charges for gas, water, sewer,
electricity, telephone and other utility services or franchise
supplier used on or in the Premises. If any such charges are
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not paid when due, Lessor may pay the same after giving Lessee
fifteen (15) days prior written notice, and any amount so paid
by Lessor shall thereupon become due to Lessor from Lessee as
additional Rent.
ARTICLE IX. ALTERATIONS AND ADDITIONS
Without Lessor's prior written consent, which consent may
be withheld or granted in Lessor's reasonable discretion,
Lessee shall not have the right to make changes or alterations
to the Improvements or the Premises, except on the following
conditions:
(a) Lessee shall not make any alterations, whether
structural or non-structural, which will decrease the value of
the Premises or the Improvements. If the cost of such changes
or alterations to the Improvements or the Premises exceeds Five
Thousand Dollars ($5,000), Lessee shall submit to Lessor plans
and specifications for approval.
(b) Before the commencement of any work, Lessee
shall pay the amount of any increased premiums on insurance
policies provided for hereunder;
(c) Lessor shall in no event be required to make any
alterations, rebuilding, replacement, changes, additions or
Improvements or repairs to the Premises, except as specifically
provided in this Lease;
(d) All such changes, alterations, rebuilding,
replacements, additions, improvements and repairs to the
Premises made by Lessee shall be deemed to have attached to the
realty and to have become the property of Lessor upon the
expiration of the Term or upon sooner termination of this Lease.
ARTICLE X. CASUALTY LOSS AND RESTORATION
10.1 Non -Termination. Except as provided herein, no
destruction or damage to the Improvements or the Premises by
fire, windstorm or other casualty whether insured or uninsured
shall entitle Lessee to terminate this Lease.
10.2 Damage and Duty to Restore. In case of damage to or
destruction of the Improvements caused by an event required to
be covered by insurance pursuant to Article 7 hereof, Lessee's.
rental obligations shall continue as provided in Article 3
above, and Lessee shall promptly, at its sole cost and expense,
restore, repair, replace or rebuild improvements of comparable
value as existed on the Premises immediately prior to such
damage or destruction. Such restoration, repairs, replacements
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or rebuilding shall be commenced promptly and prosecuted with
reasonable diligence. All work required to be performed by
Lessee under this Section shall be performed pursuant to all of
the provisions of Article 2.
10.3 Right to Terminate Lease. Notwithstanding the
provisions of Section 10.1 above, (a) if the damage to or
destruction of the Improvements is caused by an event not
required to be covered by insurance pursuant to Article 7
.hereof, or (b) if during the last ten (10) years of the Term as
may be extended by the option provision in Article XIX herein,
the Improvements shall be damaged or destroyed by fire or any
other casualty whatsoever to the extent of fifty percent (50%)
or more of the full replacement value of the Improvements
existing on the Premises immediately prior to such damage or
destruction, within ninety (90) days after such damage or
destruction, Lessee shall have the right to terminate this
Lease. Said right shall be exercised by serving written notice
upon Lessor within sixty (60) days of such damage or
destruction. Lessee shall continue to perform all obligations
of the Lessee hereunder until such termination is effected, and
Lessor shall be entitled to retain that portion of the
insurance proceeds otherwise payable to Lessee pursuant to
Article 13. In the event that Lessee elects not to rebuild,
and to terminate this Lease as provided above, Lessee shall
then be obligated to utilize such insurance proceeds as may
have been received to remove any damaged or destroyed portions
of the premises as Lessor may request to be removed and to
restore the site upon which such removed premises or portions
thereof previously were located to the general condition of
such site prior to the commencement of construction of the
improvements.
10.4 No Obligation of Lessor to Restore. Lessor shall in
no event be under any duty or obligation to restore, replace or
rebuild any building or improvement at any time on the Leased
Land, except to the extent that the damage thereto or
destruction thereof occurs as a result of the negligence of
Lessor.
10.5 Continued Operations. During any period of repair,
Lessee shall continue, or cause the continuation of, the
operation of its programs on the Premises and use of the
Facility by community groups to the extent reasonably
practicable. However, irrespective of the continued operation
during such period of repair, the Rent payable hereunder shall
not be deferred and shall not be abated. Upon completion of
such repair and restoration, Lessee shall promptly refixture
and restock the Improvements, if necessary, substantially to
the condition prior to the casualty, or as otherwise required
by this Lease, whichever is greater, and shall reopen if closed
by the casualty.
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ARTICLE XI. ASSIGNMENT AND SUBLETTING
11.1 Agency's Consent Required. Notwithstanding any
provision herein to the contrary, Lessee agrees and covenants
(which covenants shall be binding upon the heirs, executors,
and administrators of Lessee) that Lessee shall not, assign,
sell, encumber, pledge or otherwise transfer all or any part of
Lessee's leasehold estate hereunder, or permit the Premises to
be occupied by anyone other than Lessee, Lessee's employees or
,invitees, or sublet the Premises, (with the exception of the
use for single occasions by other community groups as specified
in Article IV, Section 4.1 and 4.2), or any portion thereof,
without Lessor's prior written consent. No assignment, whether
voluntary or involuntary, by operation of law, under legal
process or proceedings, by receivership, in bankruptcy, or
otherwise, and no subletting shall be valid or effective
without such prior written consent, and at Lessor's election,
shall constitute a default.
11.2 Lessee Remains Obligated. No subletting or
assignment, even with the consent of Lessor, shall relieve
Lessee of its obligation to pay Rent and all of its other
obligations hereunder. The acceptance by Lessor of any payment
due hereunder from any person or entity other than Lessee shall
not be construed as a waiver by Lessor of any provision of this
Lease or as a consent to any assignment or subletting. Consent
by Lessor to an assignment of this Lease or to a subletting of
the Premises shall not operate as a waiver or estoppel to the
future enforcement by Lessor of its rights pursuant to this
Lease.
ARTICLE XII. DEFAULT
12.1 Events of Default. The word "default," as used in
this Section 12.1, shall mean and include any one or more of
the following events or occurrences:
(a) The failure by Lessee to make any payment of
rent, or other payment required to be made by Lessee hereunder,
when due and the continuance of such failure for a period of
fifteen (15) days after Lessor has given Lessee written notice
specifying the same;
(b) The failure of Lessee to perform any term,
condition, covenant or agreement of this Lease, excluding the
payment of Rent, and the continuation of such failure for a
period of thirty (30) days after Lessor shall have given Lessee
written notice specifying the same, or in the case of a
situation in which the default cannot reasonably be cured
within thirty (30) days, if Lessee shall not promptly, within
thirty (30) days after receipt of such notice, commence to
remedy the situation by a means that can reasonably be expected
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to remedy the situation within a reasonable period of time, and
diligently pursue the same to completion;
(c) The abandonment by Lessee of the Premises or a
substantial portion thereof;
(d) Lessee's (i) application for, consent to, or
suffering of, the appointment of a receiver, trustee or
liquidator for all or for a substantial portion of its assets;
(ii) making a general assignment for the benefit of creditors;
(iii) being adjudged a bankrupt; (iv) filing a voluntary
petition or suffering an involuntary petition under any
bankruptcy, arrangement, reorganization or insolvency law
(unless in the case of an involuntary petition, the same is
dismissed within thirty (30) days of such filing); or
(v) suffering or permitting to continue unstayed and in effect
for fifteen (15) consecutive days any attachment, levy,
execution or seizure of all or a substantial portion of
Lessee's assets or of Lessee's interest in this Lease;
12.2 Remedies.
(a) General. In the event of any default by Lessee,
including the expiration of any applicable cure period, Lessor
may:
(i) Terminate Lessee's right to possession of
the Premises by any lawful means, in which case this Lease
shall terminate and Lessee shall immediately surrender
possession of the Premises to Lessor.
In such event Lessor shall be entitled to
recover from Lessee:
(1) The worth at the time of award of the
unpaid Rent which had been earned at the time of
termination;
(2) The worth at the time of award of the
amount by which the unpaid Rent which would have been
earned after termination until the time of award
exceeds the amount of such loss that Lessee proves
could have been reasonably avoided;
(3) The worth at the time of award of the
amount by which the unpaid Rent for the balance of the
Term after the time of award exceeds the amount of
such loss that Lessee proves could be reasonably
avoided; and
(4) Any other amount deemed necessary
and/or allowable by applicable statute or decision to
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compensate Lessor for all the detriment proximately
caused by Lessee's failure to perform its obligations
under this Lease or which, in the ordinary course of
events, would be likely to result therefrom,
including, but not limited to, the cost of recovering
possession of the Premises., expenses of reletting,
expenses of restoring the Premises to the condition
required hereunder (if applicable), reasonable
attorneys' fees, and any other reasonable costs.
The "worth at the time of award" of the
amounts referred to in subparagraphs (1) and (2) above
shall be computed by allowing interest at a rate equal to
ten percent (10%).
(ii) Lessor may terminate this Lease for
default by express written notice to Lessee of its election
to do so. Such termination shall not relieve Lessee of any
obligation hereunder which has accrued prior to the date of
such termination. In the event of such termination, Lessor
shall be entitled to recover from Lessee the amounts
determined pursuant to paragraph (i) above.
(b) Reasonable Rental Value. In any action for
unlawful detainer commenced by Lessor against Lessee by reason
of any default hereunder, the reasonable rental value of the
Premises for the period of the unlawful detainer shall be
deemed to be the amount of Rent and other charges reserved in
this Lease for such period unless Lessor or Lessee shall prove
to the contrary by competent evidence.
(c) Cumulative Remedies. Except as may be
specifically provided herein, the rights and remedies reserved
to Lessor and Lessee herein, including those not specifically
described, shall be cumulative and, except as provided by
California statutory or decisional law in effect at the time,
either Lessor or Lessee may pursue any or all of such rights
and remedies at the same time or otherwise.
(d) Lessor's Non -Waiver. No delay or omission of
Lessor to exercise any right or remedy shall be construed as a
waiver of any right or remedy or of any default by Lessee
hereunder. The acceptance by Lessor of Rent or any additional
Rent hereunder shall not be a waiver of any preceding breach or
default by Lessee of any provision hereof, other than the
failure of Lessee to pay the particular Rent accepted,
regardless of Lessor's knowledge of such preceding breach or
default at the time of acceptance of such rent, or a waiver of
Lessor's right to exercise any remedy available to Lessor by
virtue of such breach or default. The acceptance of any
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payment from a debtor in possession, a trustee, a receiver or
any other person acting on behalf of Lessee or Lessee's estate
shall not waive or cure a default under Section 12.1.
(e) Lessor's Reentry. Lessee hereby irrevocably
consents to Lessor's peaceable reentry, if Lessor so elects, to
the Premises upon the occurrence of any of the events of
default specified in Section 12.2 (a)(ii) above, including the
expiration of any applicable cure period.
(f) Lessor's Advances. In the event of any
default by Lessee in the payment of money, other than Rent, or
the performance of Lessee's obligations required under this
Lease, and the expiration of any period expressly provided for
herein for Lessee to cure said default after the delivery of
notice by Lessor, in addition to the other remedies herein
granted to Lessor, Lessor may, but shall not be obligated to do
so, and without waiving or releasing Lessee from any
obligations of this Lease, make any payment and perform any
other act on Lessee's part to be made or performed as provided
in this Lease. All sums paid by Lessor and all necessary
incidental costs, together with interest thereon at the rate of
ten percent (10%) per annum from the date of the payment by
Lessor shall be payable by Lessee to Lessor on demand. The
sums shall be deemed to be additional Rent and subject to the
same consequences as herein provided for failure to pay Rent.
12.3 Default by Lessor. Lessor shall not be deemed to be
in default in the performance of any obligation required to be
performed by it hereunder unless and until it has failed to
perform such obligation within thirty (30) days after written
notice by Lessee to Lessor specifying in reasonable detail the
nature and extent of any such failure; provided, however, that
if the nature of Lessor's obligation is such that more than
thirty (30) days are required for its performance, then Lessor
shall not be deemed to be in default if it shall commence such
performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
12.4 Legal Expenses and Collection Costs. If either party
incurs any expense, including actual costs of collection,
reasonable attorneys' fees, expenses of discovery, preparation
for litigation, expert witness fees and litigation expenses and
costs, in connection with any action or proceeding instituted
by either party by reason of any default or alleged default of
the other party hereunder, the party prevailing in such action
or proceeding shall be entitled to recover its reasonable
expenses from the other party. For purposes of this provision,
in any unlawful detainer or other action or proceeding
instituted by Lessor based upon any default or alleged default
by Lessee hereunder, Lessor shall be deemed the prevailing
party if (a) judgment is entered in favor of Lessor or (b)
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prior to trial or judgment Lessee shall pay the Rent and
charges claimed by Lessor, or eliminate the condition(s), cease
the act(s) or otherwise cure the omission(s) claimed by Lessor
to constitute a default by Lessee hereunder.
ARTICLE XIII. HOLDING OVER
This Lease shall terminate and become null and void without
,further notice upon the expiration of the Term herein
specified, and any holding over by Lessee after such expiration
shall not constitute a renewal or extension hereof or give
Lessee any rights under this Lease, except when in writing
signed by both parties hereto.
ARTICLE XIV. ACCESS BY LESSOR
In addition to the right of Lessor to reserve use of the
Premises under Article IV, Section 4.1, Lessor and those
agents, contractors, servants and employees of Lessor who are
identified in writing to Lessee shall have the right, after
reasonable notice to Lessee, to enter the Premises during
normal business hours to examine the Premises, to perform any
obligation of Lessor or to exercise any right or remedy
reserved to Lessor in this Lease.
ARTICLE XV. QUIET ENJOYMENT
Upon payment by Lessee of the Rents provided herein, and
upon the observance and performance of all of the covenants,
terms and conditions on the part of Lessee to be performed
hereunder, Lessor covenants and warrants that Lessee may
peaceably and quietly hold and enjoy the Premises for the Term.
ARTICLE XVI. TAXES
Lessee shall be responsible for, and agrees to pay, prior
to delinquency, any and all taxes, assessments, installments of
taxes, levies, fees, and other governmental charges of every
kind or nature (hereinafter collectively called "Taxes") in the
event such Taxes are levied or assessed by municipal, county,
state, federal, or other taxing or assessing authorities or
governmental agencies or entities upon, against, or with
respect to (i) the Premises or any portion thereof; (ii) all
fixtures, equipment, and any other property of any kind owned
by Lessee or placed, installed, or located within, upon, or
about the Premises for which Lessor might be assessed or which
might become a lien on the Premises if not paid by Lessee;
(iii) all alterations, additions, and improvements of
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whatsoever kind or nature, if any, made to the Premises or the
Improvements; (iv) rentals or other charges payable by Lessee
to Lessor (other than state and federal income taxes applicable
to Lessor); and (v) any other interest in the Premises
(including the leasehold interest created by this Lease),
irrespective of whether any of the items described in clauses
(i) through (v) above are assessed as real or personal
property, and irrespective of whether any of such items are
assessed to or against Lessor, Lessee or any other person.
ARTICLE XVII. FORCE MAJEURE
In the event the performance by either party of any of its
obligations hereunder is delayed by reason of the act or
neglect of the other party, act of God, stormy or inclement
weather, strike, labor dispute, boycott, lockout or other like
defensive action by such party, inability to obtain labor or
materials, governmental restrictions, riot, insurrection, war,
catastrophe, fire or other casualty, act of the public enemy,
or any other cause, whether similar or dissimilar, beyond the
reasonable control of the party from whom such performance is
due ("unavoidable delays"), the period for the commencement or
completion thereof shall be extended for a period equal to the
period during which performance is so delayed.
ARTICLE XVIII FINANCING/HYPOTHECATION
18.1 Mortgages. Lessee may, with notice to and the prior
consent of Lessor, mortgage this Lease and the leasehold estate
hereby created and Lessee's interest in the Improvements. The
execution and delivery of any Mortgage shall not be deemed to
constitute an assignment or transfer of this Lease nor shall
the owner of all the indebtedness secured by any Mortgage
("Mortgagee"), as such, be deemed an assignee or transferee of
this Lease so as to require such holder to assume the
performance hereunder. Lessor and Lessee agree to the
following:
(a) If Lessee or any Mortgagee shall have
delivered to Lessor prior written notice of the address of any
Mortgagee, Lessor shall mail to such Mortgagee a copy of any
notice or other communication required to be made by Lessor to
Lessee under this Lease at the time of giving such notice or
communication to Lessee.
(b) In the event of any default by Lessee under
the provisions of this Lease, any Mortgagee shall have the same
periods as are given Lessee for remedying such default or
causing it to be remedied, plus, in each case, an additional
period of thirty (30) days after the expiration thereof or
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after Lessor has given notice of such default to the Mortgagee
pursuant to subsection 18.2(a) above, whichever is later. In
addition, in those instances which require any Mortgagee to be
in possession of the Premises to cure any default by Lessee,
the time herein allowed any Mortgagee to cure any default by
Lessee shall be deemed extended to include the period of time
required by any Mortgagee to obtain such possession with due
diligence, and in those instances in which any Mortgagee is
prohibited by any process or injunction issued by any court or
by reason of any action by any court having jurisdiction of any
bankruptcy or insolvency proceeding involving Lessee from
commencing or prosecuting foreclosure or other appropriate
proceedings in the nature thereof, the time herein allowed any
Mortgagee to prosecute such foreclosure or other proceeding
shall be extended for the period of such prohibition provided
such Mortgagee makes payments of rent and performs all other
monetary obligations of Lessee in accordance with the terms and
within the time frames set forth in this Lease. In such event
any Mortgagee, without prejudice to its rights against Lessee,
shall have the right, but not the obligation, to cure such
default within the applicable grace periods provided for herein
whether such default consists of the failure to pay rent or any
other monetary obligations to Lessor or the failure to perform
any other matter or thing which Lessee is hereby required to do
or perform, and Lessor shall accept such performance on the
part of such Mortgagee as though the same had been done or
performed by Lessee and for such purpose Lessor and Lessee
hereby authorize such Mortgagee to enter upon the Premises and
to exercise any of its rights and powers under this Lease and,
subject to the provisions of this Lease, under the Mortgage.
(c) In the event of any default by Lessee, and if
prior to the expiration of the applicable grace period
specified in subsection 18.2(b) above, a Mortgagee shall give
Lessor written notice that it intends to undertake the curing
of such default, or to cause the same to be cured, or to
exercise its rights to acquire the leasehold interest of Lessee
by foreclosure or otherwise, and shall immediately commence and
then proceed with all due diligence to do so, whether by
performance on behalf of Lessee of its obligations under this
Lease, or by entry on the Premises by foreclosure or otherwise,
then Lessor shall not terminate or take any action to effect a
termination of this Lease or reenter, take possession of or
sublet the Premises or similarly enforce performance of this
Lease in a mode provided by law so long as such Mortgagee is
with all due diligence and in good faith engaged in the curing
of such default and is otherwise making payments of all rent
and performing all other monetary obligations of Lessee in
accordance with the terms and within the time frames set forth
in this Lease. If the default is not susceptible to being
cured by Mortgagee, such default shall be deemed cured if
Mortgagee shall promptly cure all curable defaults in
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accordance with the terms of this Article 18 and shall proceed
in a timely and diligent manner to accomplish the foreclosure
of Lessee's interest.
(d) In the event Lessee's interest under this
Lease is terminated by Lessor for any reason including, without
limitation, Lessee's default or rejection of the Lease by a
trustee in bankruptcy or a debtor in possession (and provided
an unsatisfied Mortgage stands of record) or in the event
Lessee's interest under this Lease shall be sold, assigned or
transferred pursuant to the exercise of any remedy of any
Mortgagee, or pursuant to judicial or other proceedings, Lessor
shall execute and deliver a new lease of the Premises to such
Mortgagee or its nominee, purchaser, assignee or transferee,
upon written request by such Mortgagee or such nominee,
purchaser, assignee or transferee given within sixty (60) days
after such sale, assignment or transfer for the remainder of
the term of the Lease with the same agreements, covenants and
conditions (except for any requirements which have been
fulfilled by Lessee prior to termination) as were contained
herein and with priority equal to that hereof; provided,
however, that such Mortgagee shall promptly cure any default of
Lessee susceptible to cure by such Mortgagee, and provided
further that if more than one Mortgagee requests such new
lease, the Mortgagee holding the most senior leasehold mortgage
shall prevail. Upon execution and delivery of such new lease,
Lessor shall cooperate with the new tenant, at the expense of
the said new tenant, in taking such action as shall be
necessary to cancel and discharge this Lease and to remove
Lessee named herein from the Premises. In such event the
ownership of the Improvements to the extent owned by Lessee
shall be deemed to have been transferred directly to such
transferee of Lessee's interest in this Lease.
(e) In the event of a default under a Mortgage,
such Mortgagee may exercise with respect to the Premises any
right, power or remedy under the Mortgage which is not in
conflict with the provisions of this Lease. Further, in the
event of a default under a Mortgage, such Mortgagee shall give
the Lessor ninety (90) days notice to cure the default and/or
purchase the Mortgagee's interest in the note prior to the
institution of foreclosure proceedings.
(f) The Lessor shall have a first right of refusal
to purchase the Mortgagee's interest in either the note and
deed of trust or a sale of the building in the event of a
foreclosure in which the City has chosen not to cure the
default under (e) above.
(g) Notwithstanding Article 11 hereof, this Lease
may be assigned and subject to Lessor's first right of refusal
in (f) above, to any Mortgagee, pursuant to foreclosure or
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similar proceedings, or pursuant to an assignment or other
transfer of this Lease to such Mortgagee in lieu thereof, and
may be thereafter assigned by such Mortgagee with Lessor's
consent and any Mortgagee shall be liable to perform the
obligations herein imposed on Lessee only for and during the
period it is in possession or ownership of the leasehold estate
created hereby; provided, however, that the foregoing shall not
in any way limit the necessity of curing any default under this
Lease, as provided elsewhere in this Article 18, in order to
prevent termination of this Lease, or exercise of its other
remedies, by Lessor.
(h) No surrender (except a surrender upon the
expiration of the Term of this Lease as extended or upon
termination by Lessor pursuant and subject to the provisions of
this Lease) by Lessee to Lessor of this Lease, or of the
Premises, or any part thereof, or of any interest therein, and
no termination of this Lease by Lessee shall be valid or
effective, and neither this Lease nor any of the terms hereof
may be amended, modified, changed or cancelled and no consent
of Lessee hereunder shall be valid or effective without the
prior written consent of any Mortgagee.
(i) Subject to Lessor's rights in (e) and (f)
above, Lessor consents to a provision in any Mortgage or
otherwise for an assignment of rents from subleases of the
Premises to the holder thereof, effective upon any default
under such Mortgage, provided that all such assignments will,
by their terms, terminate upon termination of this Lease.
U ) If at any time there shall be more than one
Mortgage, the holder of the Mortgage prior in lien shall be
vested with the rights under subsection 18.1(b) hereof (other
than the provisions for receipt of notices as provided herein)
to the exclusion of the holder of any junior Mortgage;
provided, however, that if the holder of a first lien Mortgage
shall fail or refuse to exercise the rights set forth in said
subsection 18.1(b), each holder of a Mortgage in the order of
the priority of their respective liens shall have the right to
exercise such rights provided that in no event shall the
exercise of such rights by all such holders of a Mortgage
extend the period for remedy or cure of defaults by more than
thirty (30) days beyond the deadline for remedy or cure by the
holder of the first lien Mortgage as provided herein, and
provided further, however, that with respect to the right of
the holder of a Mortgage under subsection 18.1(d) hereof to
request a new lease, such right may, notwithstanding the
limitation of time set forth in said Section, be exercised by
the holder of any junior mortgage, in the event the holder of a
prior Mortgage shall not have exercised such right within such
sixty (60) day period after the receipt of Lessor's termination
notice, provided that such junior Mortgagee must exercise such
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right by no later than seventy-five (75) days after the giving
of notice by Lessor of termination of this Lease as provided in
said Article 18.
(k) The foreclosure of a Mortgage, or any sale
thereunder, whether by judicial proceedings or by virtue of any
power contained in any Mortgage, or any conveyance of the
leasehold estate created hereby from Lessee to any Mortgagee
through, or in lieu of, foreclosure or other appropriate
proceedings in the nature thereof, shall not breach any
provision of or constitute a default under this Lease, and upon
such foreclosure, sale or conveyance Lessor shall recognize any
Mortgagee, or any purchaser at such foreclosure sale, as Lessee
hereunder.
18.2 No Settlement Without Mortgagee Consent. Lessor and
Lessee shall not settle any condemnation proceeding or
insurance claim with respect to the Premises and any Additional
Improvements without any Mortgagee's prior written consent,
provided such consent is not unreasonably withheld or delayed.
18.3 No Subordination. Notwithstanding anything else
herein contained, Lessor and Lessee acknowledge and agree that
neither Lessor's interest as fee owner of the Premises nor
Lessor's reversionary interest in the Premises shall be
subordinate to any Mortgage or any other lien, mortgage, deed
of trust, pledge or other encumbrance of Lessee's leasehold
estate and rights hereunder.
ARTICLE XIX. RENEWAL OPTION
19.1 Option to Extend. Provided that Lessee is not
otherwise in default under the terms of this Lease, and
specifically provided that (i) Lessee continues to qualify as a
tax exempt nonprofit organization under Section 5.01(c) of the
Internal Revenue Code, or its equivalent successor section,
(ii) that Lessee continue to operate under the name of "Boys
and Girls Club of Coachella Valley" or other name acceptable to
Lessor, and (iii) that Lessee continues to comply with the
terms of Article III of this Lease, then, Lessee may at
Lessee's election, extend the term of this Lease by a ten (10)
year period. Such election shall be exercised by Lessee giving
written notice to Lessor of intent to do so no more than three
(3) years, but no less than one (1) year, prior to the then
scheduled expiration of the initial term of this Lease or any
extension thereof.
19.2 Continuation of Terms. The terms and conditions of
this Lease during any such extension, specifically including
all obligations of the Lessor and Lessee hereunder, shall
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continue in full force and effect except as may be expressly
modified by subsequent written mutual agreement of Lessor and
Lessee.
ARTICLE XX. MISCELLANEOUS
20.1 Waiver. The waiver by either Lessor or Lessee of any
breach of any term, condition or covenant contained herein
,shall not be deemed a waiver of such term, condition or
covenant or any subsequent breach of the same or any other
term, condition or covenant contained herein.
20.2 Notices. All notices, demands or other writings to
be made, given or sent hereunder, or which may be so given or
made or sent by either Lessor or Lessee to the other shall be
deemed to have been given when in writing and personally
delivered or if mailed on the third (3rd) day after being
deposited in the United States mail, certified or registered,
postage prepaid, and addressed to the respective parties at
their addresses set forth below:
To Lessor:
City of La Quinta
78-105 Calle Estado
La Quinta, California 92253
To Lessee: Boys and Girls Club of Coachella Valley
P.O. Box 188
Indio, California 92202
20.3 Relationship of Parties. Nothing contained herein
shall be deemed or construed by the parties hereto, nor by any
third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties
hereto, it being understood and agreed that neither the method
of computation of rent, nor any other provision contained
herein, nor any acts of the parties herein, shall be deemed to
create any relationship between the parties hereto other than
the relationship of Lessor and Lessee. Nor shall anything
herein be deemed or construed to imply financial support for
Lessee's operation apart from the provisions of this Lease.
20.4 Accord and Satisfaction. No payment by Lessee or
receipt by Lessor of a lesser amount than the Rent or other
charges herein stipulated shall be deemed to be other than on
account of the earliest due stipulated Rent or other charges,
nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as Rent or other
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charges be deemed an accord and satisfaction, and Lessor shall
accept such check or payment without prejudice to Lessor's
right to recover the balance of such Rent or other charges or
pursue any other remedy in this Lease provided.
20.5 Time of Essence. Time is hereby expressly declared
to be of the essence of this Lease and of each and every term,
covenant and condition hereof which relates to a date or period
of time.
20.6 Remedies Cumulative. The remedies herein given to
Lessor and Lessee shall be cumulative and are given without
impairing any other rights or remedies given Lessor and Lessee
by statute or law now existing or hereafter enacted, and the
exercise of any one (1) remedy by Lessor or Lessee shall not
exclude the exercise of any other remedy.
20.7 Effect of Invalidity. If any term or provision of
this Lease or the application thereof to any person or
circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application
of its terms and provisions to persons and circumstances other
than those to which it has been held invalid or unenforceable
shall not be affected thereby, and each term and provision of
this Lease shall be valid and enforceable to the fullest extent
permitted by law. No acquisition by Lessor of all or any of
the interest of Lessee in or to the Premises or the
Improvements, and no acquisition by Lessee of all or any
interest of Lessor in or to the Premises shall constitute or
work a merger of the respective interest, unless expressly
provided for.
20.8 Successors and Assigns. This Lease and the covenants
and conditions contained herein shall be binding upon and inure
to the benefit of and shall apply to the successors and assigns
of Lessor and to the permitted successors and assigns of
Lessee, and all references in this Lease to "Lessee" or
"Lessor" shall be deemed to refer to and include all permitted
successors and assigns of such party.
20.9 Entire Agreement. This Lease and the exhibits hereto
contain the entire agreement of Lessor and Lessee with respect
to the matters covered hereby, and no other agreement,
statement of promise made by either Lessor or Lessee which is
not contained herein, shall be valid or binding. No prior
agreement, understanding or representation 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 Lessor and Lessee.
02/10/92
8817u/2588/00 -24-
20.10 Interest on Past -Due Obligations. Any amount due
from Lessee to Lessor hereunder which is not paid when due
(including, without limitation, amounts due as reimbursement to
Lessor for costs incurred by Lessor in performing obligations
of Lessee hereunder upon Lessee's failure to so perform) shall
bear interest at the rate of ten (10%) percent per annum from
the date due until paid, unless otherwise specifically provided
herein, but the payment of the interest shall not excuse or
cure any default by Lessee under this Lease.
20.11 Execution of Lease; No Option. The submission of
this Lease to Lessee shall be for examination purposes only,
and does not and shall not constitute a reservation of or
option for Lessee to lease, or otherwise create any interest by
Lessee in the Premises. Execution of this Lease by Lessee and
return to Lessor shall not be binding upon Lessor
notwithstanding any time interval, until Lessor has in fact
executed and delivered this Lease to Lessee.
20.12 Corporate Authority. Each individual executing this
Lease on behalf of a corporation, nonprofit corporation,
partnership or other entity or organization, represents and
warrants that he is duly authorized to execute and deliver this
Lease on behalf of said corporation, partnership, entity or
organization and that this Lease is binding upon same in
accordance with its terms. Lessee shall, at Lessor's request,
deliver a certified copy of its board of directors resolution
or certificate authorizing or evidencing such execution.
20.13 Controlling Law. This Lease shall be governed by
and construed in accordance with the laws of the State of
California.
20.14 Specific Performance. Nothing contained in this
Lease shall be construed as or shall have the effect of
abridging the right of either Lessor or Lessee to obtain
specific performance of any and all of the covenants or
obligations of the other party under this Lease.
20.15 Survival of Indemnities and Warranties. The
obligations of the indemnifying party under each and every
indemnification and hold harmless provision contained in this
Lease shall survive the expiration or earlier termination of
this Lease to and until the last to occur of (a) the last date
permitted by law for the bringing of any claim or action with
respect to which indemnification may be claimed by the
indemnified party against the indemnifying party under such
provision or (b) the date on which any claim or action for
which indemnification may be claimed under such provision is
fully and finally resolved, and, if applicable, any compromise
thereof or judgment or award thereon is paid in full by the
indemnifying party and the indemnified party is reimbursed by
02/10/92
8817u/2588/00 -25-
the indemnifying party for any amounts paid by the indemnified
party in compromise thereof or upon judgment or award thereon
and in defense of such action or claim, including reasonable
attorneys' fees incurred. The representations, warranties, and
covenants of the parties contained herein shall survive the
termination of this Lease without regard to any investigation
made by the parties.
20.16 Estoppel Certificate.
(a) Each of the parties shall at any time and from
time to time upon not less than twenty (20) days' prior notice
by the other, execute, acknowledge and deliver to such other
party a statement in writing certifying that this Lease is
unmodified and is in full force and effect (or if there shall
have been modifications that this Lease is in full force and
effect as modified and stating the modifications), and the
dates to which the rent has been paid, and stating whether or
not to the best knowledge of the signer of such certificate
such other party is in default in performing or observing any
provision of this Lease, and, if in default, specifying each
such default of which the signer may have knowledge, and such
other matters as such other party may reasonably request, it
being intended that any such statement delivered by Lessee may
be relied upon by Lessor or any prospective purchaser of the
fee or any prospective mortgagee or encumbrancer thereof or any
prospective assignee of any mortgage or trust deed upon the
fee, and it being further intended that any such statement
delivered by Lessor may be relied upon by any prospective
assignee of Lessee's interest in this Lease, any prospective
sublessee of all or part of the Premises or any prospective
mortgagee of Lessee. Reliance on any such certificate may not
extend to any default as to which the signer of the certificate
shall have had no actual knowledge.
(b) If Lessor desires to refinance or transfer the
Leased Premises, or any part thereof, Lessee hereby agrees to
deliver to any lender or transferee designated by Lessor such
financial information concerning Lessee as may be reasonably
required by such lender or transferee and is reasonably
available to Lessee. Such statements shall include, but shall
not be limited to, the past three (3) years of financial
statements of Lessee. All such financial information shall be
received by Lessor in confidence and shall be used only for the
purposes set forth herein.
02/10/92
8817u/2588/00 -26-
IN WITNESS WHEREOF, the parties hereto have executed
this Lease as of the day and year first above written.
"LESSOR"
CITY OF LA QUINTA
4V
By:
John 'P6nkj, May r
Approved As to Form:
Dawn C. Honeywell, City Attorney
"LESSEE"
BOYS AND GIRLS CLUB OF COACHELLA
VALLEY, a California
By: eS'i: D rw
s:
02/10/92
8817u/2588/00 -27-
SIT "A" EXP. 09-30-95
LEGAL DESCRIPTION �:�
��
A PORTION OF LOT "H" OF PARCEL MAP NO. 20469 AS SHOWN BY MAP ON FILE
IN BOOK 140 OF PARCEL MAPS AT PAGES 95 THROUGH 100, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH A PORTION OF LOT "B" OF
PARCEL MAP NO. 20862 AS SHOWN BY MAP ON FILE IN BOOK 133 OF PARCEL
MAPS AT PAGES 17 AND 18, RECORDS OF SAID COUNTY, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT "H', SAID SOUTHWEST
CORNER BEING ALSO ON THE NORTHERLY RIGHT-OF-WAY LINE OF 50TH
AVENUE AS SHOWN BY SAID PARCEL MAP NO. 20469;
THENCE NORTH 890 58' 50" WEST ALONG THE NORTHERLY RIGHT-OF-WAY
LINE OF 50TH AVENUE AS SHOWN BY SAID PARCEL MAP NO. 20862 A DISTANCE
OF--44.00-FEET TO THE SOUTHEAST CORNER OF THAT CERTAIN PARCEL OF
LAND DESCRIBED AS "PARCEL A" IN THE DEED RECORDED JUNE 29, 1988 AS
INSTRUMENT NO. 180380, RECORDS OF SAID COUNTY;
THENCE NORTH 000 19' 35" WEST ALONG THE EASTERLY LINE OF SAID PARCEL
OF LAND A DISTANCE OF 209.00 FEET;
THENCE NORTH 890 40' 25" EAST A DISTANCE OF 136.48 FEET;
THENCE NORTH 32 ° 36' 44" EAST A DISTANCE OF 133.19 FEET;
THENCE NORTH 580 48' 5 1 " EAST A DISTANCE OF 67.92 FEET;
THENCE SOUTH 31 ° 11' 09" EAST A DISTANCE OF 37.34 FEET;
THENCE NORTH 580 48' 51" EAST A DISTANCE OF 48.00 FEET;
THENCE SOUTH 31 ° 11' 09" EAST A DISTANCE OF 34.97 FEET TO THE BEGINNING
OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 526.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 190 24' 48", AN ARC LENGTH OF 178.22 FEET TO THE BEGINNING OF A LINE
NON -TANGENT TO SAID CURVE;
THENCE SOUTH 390 24' 03" WEST A DISTANCE OF 10.00 FEET;
Notes: 9867-S821001-ke
July 27, 1992
SHEET I OF 2
THENCE SOUTH 500 35' 57" EAST A DISTANCE OF 52.57 FEET TO THE BEGINNING
OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 138.11 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 500 44' 52", AN ARC LENGTH OF 122.33 FEET;
THENCE SOUTH 000 08' 55" WEST A DISTANCE OF 15.39 FEET;
THENCE SOUTH 430 06' 12" WEST A DISTANCE OF 32.50 FEET TO THE
SOUTHERLY LINE OF SAID LOT "H", SAID SOUTHERLY LINE BEING ALSO ON
SAID NORTHERLY RIGHT-OF-WAY LINE OF 50H AVENUE;
THENCE NORTH 890 51' 05" WEST ALONG SAID NORTHERLY RIGHT-OF-WAY
LINE A DISTANCE OF 478.26 FEET TO THE POINT OF BEGINNING.
m
* EXP.09-30-95
�\ OF CAN-S�i'�'�'
Notes: 9867-S821001-ke
July 27, 1992
SHEET 2 OF 2
SHEET 1 OF 1
EXHIBIT "B"
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N 58.48'51'E
67.92
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34.97
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N 39.24' 03'E
10.00
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N 50.35'57'N
52.57
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15.39
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32.50
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44.00
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* EXP.09-30-95
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&-50. 44' 52'
R-138.11
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gor N 89'51'05'W 478.26
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N 43006'120E
32.50
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44.00
1
*P100* exhibit for lease area — 77CO. 1071PF: 830001 951 24—Jul-92 09:27 AM / 830001-999
N�FIEp
C \ �O
BERMUDA DUNES r
rn RANCHO MIRAGE C
r INDIAN WELLS y
0 PALM DESERT `r
f LA OUINTA
l0 INDIO y
BOARD OF EDUCATION
Gilbert L Anderson
Rene L Garcia
William R. Kromm
Matt Monica
Amy Swan -Draper
Desert Sands Unified School District
82479 Highway 111 • Indio, California 92201-5679 • (619) 982RA=1 • FAX# (619)=XXM
775-3500 775-3542
September 28, 1992
Steven D. Speer, Assistant City Engineer
City of La Quinta
78-105 Calle Estado
La Quinta, CA 92253
Dear Mr. Speer:
BUSDMSS SERVICES DIVISION
This letter constitutes the District's written consent as provided
for in Section 7 of the Sports Complex Agreement for the City to
make certain improvements in the vacated right-of-way.
The consent encompasses the development/improvements detailed in
your letter of August 17, 1992.
The consent of the District is contingent upon the City's
willingness to fully mitigate any adverse impact that might arise
from the proposed development/improvements.
Sincerely,"
mes E. Lively,
ssistant Superintendent,
Business Services
JEL/lr
w
TWif 4 4 QUM&
78-105 CALLE ESTADO - LA QUINTA, CAUFORNIA 92253 - (819) 564-2246
FAX (619) 564-5617
August 17, 1992
James Lively, Assistant Superintendent -Business Affairs
DESERT SANDS UNIFIED SCHOOL DISTRICT
82-879 Highway 111
Indio, CA 92201
Subject: Sports Complex Lease/Boys and Girls Club
Dear Mr. Lively:
The City of La Quinta and the Boys & Girls Club of Coachella Valley (BGC) have entered into
a lease agreement in which the city will lease approximately 3.1 acres to the BGC immediately
adjacent to the Truman/Adams/Middle School complex. BGC desires to construct two buildings,
a swimming pool, parking facilities and a play area/retention basin on the subject site. In
addition to facilities proposed by BGC, the City will expend approximately $60,000 to widen
Park Street from the current 32-foot width to 40 feet between curbs to provide space for a left -
turn lane in the center of the street. Other street related improvements to be installed by the city
will include upgrading the traffic signal at the Park Street/Avenue 50 intersection to provide a
protected left -turn phase in the signal cycle. Also street drainage on Park Street will be
improved by draining storm water into -the new retention basin on the BGC site. The street
widening, drainage, and signal upgrade improvements should greatly reduce congestion on Park
Street and the intersection.
During preparation of the site boundary exhibit for the lease agreement, city staff discovered that
the westerly 44 feet of the proposed lease site is the westerly side of the vacated Adams Street
right-of-way and is owned by the school district. It was further learned however, that the City
leases the vacated right-of-way (legally described as Lot B on Parcel Map 20862 and shown as
Lot B on the enclosed Exhibit C) from the school district, via the Sports Complex lease.
Section 7 of the Sports Complex lease states the city has the right to utilize the vacated right-of-
way for park development and to construct improvements thereon provided no existing facilities,
such as sidewalks and drainage improvements may be modified unless prior written consent is
received from the school district. Section 7 also states the vacated right-of-way cannot be used
for park site drainage without prior written consent.
MAILING ADDRESS - P.O. BOX 1504 - LA QUINTA, CALIFORNIA 92253
James Lively
Assistant Superintendent -Business Affairs
DESERT SANDS UNIFIED SCHOOL DISTRICT
August 17, 1992
page two
The pool house, swimming pool, and play yard/retention basin proposed by BGC encroach into
the subject vacated right-of-way (see enclosed drawings). BGC also proposes to remove the
existing sidewalk and realign the drainage pipe that lies underneath the sidewalk. As a result
of the proposed improvements in Lot B and the requirements of Section 7, the city desires to
receive your written consent to make these improvements.
BGC intends to build their facilities in two phases. The first phase includes the main facility
(Building A), parking facilities and the play yard/retention basin. The second phase will include
the pool house and swimming pool. BGC is anxious to get started with Phase I construction.
To accommodate their schedule, will the School District please review the enclosed
documents and respond by September 7st with your consent to sublease the vacated right-of-
way and permit the proposed improvements to be constructed therein.
If you have questions regarding this matter, please call.
Sincerely,
CITY OF LA QUINTA
Steven D. Speer, Assistant City Engineer
Rd
Enclosures
cc: Tom Genovese, Assistant City Manager
Jim Ducatte, Executive Director- Boys & Girls Club
A4?
PQ
I
g. Garbage dumpsters and wall
enclosures.
6. Use of Adjacent Site and Park Property.
Lessor shall allow Lessee full use of the Site, including
parking facilities and other improvements. Lessee shall
correspondingly allow Lessor to utilize all future adjacent
parkland developed in connection with the Lessor's
educational programs. To the,extent possible, Lessee shall
allow Lessor to lease and utilize such parkland for the
purpose of constructing buildings and improvements thereon
under terms and conditions similar to those contained in
this Lease.
7. Use of Vacated Adams Street Right -of -Way.
Lessee shall have the right to utilize the abandoned 44-foot
Adams Street right-of-way owned by Lessor for park
development -and theconstructionof improvements thereon;
provided, however, that no existing facilities, such as
sidewalks, drainage improvements shall be modified and, in
no event, shall Lessee utilize the abandoned right-of-way
for drainage of the park site without the prior written
consent of Lessor. Lessee shall further obtain Lessor's
written consent prior to constructing any improvements in
the Adams Street right-of-way; provided, however, that
Lessor shall not unreasonably withhold its consent.
-5-
EXHIBIT "A"
DESCRIPTION OF PREMISES
The footprint of the proposed Improvements as designated on
plan The preliminary legal description prepared by the
City Engineer is as follows:
In the event that the actual building footprint differs from
the preliminary description, said description shall be deemed
to conform to the actual building footprint.
02/10/92
8817u/2588/00 Exhibit A
EXHIBIT "B"
SCOPE OF DEVELOPMENT
(To be Inserted)
02/10/92
8817u/2588/00 Exhibit B
BOYS AND GIRLS CLUB OF COACHELLA VALLEY
JOSEPH MARGULEAS LA QUINTA UNIT
DEVELOPMENT CONCEPT
The Boys and Girls Club of Coachella Valley plans to build a
24,000 square foot youth center on property leased by the city of
La Quinta on the northwest corner of Park Avenue and Avenue 50.
Included in this facility will be administrative offices, a
multipurpose room, a kitchen, an education center (library and
computers), an art room, a gamesroom, a health clinic, restrooms/
locker rooms and a gymnasium.
The Boys and Girls Club programs will beavailable to all
boys and girls between the ages of 7 and 18.
FIRST AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
CITY OF LA QUINTA, LESSOR
AND
BOYS & GIRLS CLUB OF COACHELLA VALLEY, LESSEE
This First Amendment is entered into this day of
aEc_0rt her I, 199 .�- by and between the City of La Quinta
("Lessor") and The Boys and Girls Club of Coachella Valley, a
California non-profit corporation ("Lessee").
WHEREAS, the Lessor and Lessee entered into that certain
Lease Agreement dated February 4, 1992 (the "Lease Agreement"),
a copy of which is on file as a public record with the City
Clerk of the City of La Quinta and which is incorporated herein
by reference; and
WHEREAS, the Lessor and Lessee agree that it is in their
mutual best interest that the Lease Agreement be amended;
NOW, THEREFORE, the Lessor and Lessee do hereby agree to
amend the Lease Agreement as follows:
Section 1: Delete the words "peril of flood, earthquake"
from paragraph 7.1, subparagraph (a)(iii).
Section 2: This first amendment and all remaining
provisions of the Lease Agreement collectively constitute the
"Amended Lease Agreement". The Amended Lease Agreement
integrates all of the terms and conditions of the Agreement
between the parties, and supersedes all negotiations or
previous agreements between the parties with respect to the
subject matter hereof.
Section 3: Each of the parties hereto warrants and
represents to to the other that it has full power and authority
to enter into and execute this first amendment, that all
authorizations and approvals required to make this first
amendment binding on such party have been obtained, and that
the person or persons executing this first amendment on behalf
of such parties have been fully authorized to do so.
The effective date of this first amendment shall be the
date of execution by the Lessor.
DATED: 1)AL * M oe. r l , 199z. CITY OF LA QUINTA
By: (�VLd
John Pena, May r
[Signatures continued on next page]
01
APPROVED AS TO FORM:
STRADLING, YOCCA, CARLSON & RAUTH
By:
City Attorney
DATED: , 199_. THE BOYS AND GIRLS CLUB OF
COACHELLA VALLEY
By: I .
Its: pwcs p&u.
11/24/92
3643Q/2588/000 - 2 -
J
FIRST AMENDMENT
TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is hereby
made and entered into as of Julys 1993 by and between the CITY OF LA QUINTA, a public
body corporate and politic, (the "Lessor") and BOYS AND GIRLS CLUB OF COACHELLA
VALLEY, a California nonprofit corporation, (the "Lessee").
RECITALS
The following recitals are a substantive part of this Amendment and are incorporated
herein:
A. The Lessor and Lessee originally entered into a Lease Agreement (the "Lease")
dated February 4, 1992.
B. The Lease provides that the Lessee shall obtain building permits and begin
construction of the youth center Improvements within one year of the date of execution of the
Lease and shall complete construction within eighteen (18) months of obtaining building permits.
C. The Lessee has not been able to meet the schedule and has requested an extension
of the applicable time requirements.
D. The parties desire by this Amendment to provide for additional time for the
Lessee to complete the construction of the Improvements.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Section 2.1 of the Lease shall be amended to read as follows:
2.1 construction Ins ion by Lessor and Right to jWrovements.
Lessee shall construct or cause to be constructed the improvements
on the Premises as set forth in the Scope of Development attached hereto as
Exhibit "B" and made a part hereof ("Improvements") which Improvements shall
include a youth center of approximately 24,000 square feet on the corner of Park
Avenue and Avenue 50 in the City of La Quinta. Building permits shall be
obtained and construction begun on the Improvements on or before September 1,
1993. Lessee shall provide status reports to Lessor concerning all actions taken
towards commencing construction at six (6)-month intervals from the date of
execution of this Lease by the Lessor until a certificate of occupancy has been
issued for the Improvements. Completion of construction shall be on or before
September 1, 1994. Lessee covenants with Lessor that the Improvements of
whatsoever nature constructed by Lessee on the Premises shall be constructed at
Lessee's sole cost and expense in a good workmanlike manner according to and in
conformity with plans and specifications to be submitted to Lessor pursuant to
Section 2.2 below and in compliance with all applicable municipal building and
zoning laws and with all other laws, ordinances, orders, rules, regulations and
requirements of federal, state and municipal governments and appropriate
departments, commissions, boards and officers thereof. At all times during
construction, and prior to completion, of the Improvements, Lessor shall have the
right, after not less than twenty-four (24) hours notice to Lessee, to enter upon the
Premises in the company of a representative of Lessee for the purpose of
inspecting the same, provided that such entry and inspection shall not unreasonably
interfere with Lessee's construction of the Improvements. Any and all
Improvements which are made by Lessee to the Premises shall be owned by
Lessee during the Term but shall remain a part of the Premises and be surrendered
therewith at the end of the Term or sooner termination of this Lease, at which
time the same shall become the property of Lessor.
2. No Other Changes. Except as provided herein, the Lease, and the other
documents attached to the Lease, shall remain in full force and effect, without modification. Any
terms not defined herein shall have the meanings set forth in the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
dates set forth below.
CITY OF LA QUINTA, a public body corporate
and politic
Al
Dated: July, 1993 By:-4011 r1_j amu
Mayor
"LESSOR"
APPROVED AS TO FORM:
Stradling, Yocca, Carls n & Rauth
Dawn C. Honeywell, City Attorney
PmL:2958 111871 B2588.0 2
0
BOYS AND GIRLS CLUB OF COACHELLA
VALLEY, a California nonprofit corporation
Dated:
13 1993 By:
, •
Its: EX EC ivy i �C b
"LESSEE"
KmL:2958111971 M88.0 3
I
SECOND AMENDMENT
TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT is entered into this � day of
d0_� 1993 by and between the CITY OF LA QUINTA, a public body corporate and politic
(the "Lessor") and THE BOYS AND GIRLS CLUB OF COACHELLA VALLEY, a California
nonprofit corporation (the "Lessee").
RECITALS
The following recitals are a substantive part of this Amendment and are incorporated
herein:
A. The Lessor and Lessee originally entered into that certain Lease Agreement dated
February 4, 1992 (the "Lease"), a First Amendment to Lease Agreement dated December 1,
1992 (the "1992 First Amendment"), and a second amendment to Lease dated July 26, 1993
(which was erroneously titled "First Amendment to Lease") (the 1993 First Amendment"),
copies of which are on file as public record with the City Clerk of the City of La Quints and
which are incorporated herein by reference.
B. The Lease provides that the Lessee shall obtain building permits and begin
construction of the youth center Improvements within one year of the date of execution of the
Lease and shall complete construction within eighteen (18) months of obtaining building permits.
C. The 1993 First Amendment provides additional time for the Lessee to obtain
building permits and complete construction of the Improvements.
D. The parties desire by this Second Amendment to provide for additional time for
the Lessee to obtain building permits and begin construction.
NOW, THEREFORE, the Lessor and Lessee do hereby agree to amend the Lease
Agreement as follows:
NOW, THEREFORE, the Parties hereto agree as follows:
1. Section 2.1 of the Lease shall be amended to read as follows:
2.1 Construction, Inspection by Lessor and Right to Improvements.
Lessee shall construct or cause to be constructed the improvements
on the Premises as set forth in the Scope of Development attached hereto as
Exhibit "B" and made a part hereof ("Improvements") which Improvements shall
include a youth center of approximately 24,000 square feet on the corner of Park
Avenue and Avenue 50 in the City of La Quinta. Building permits shall be
obtained and construction begun on the Improvements on or before January 1,
1994. Lessee shall provide status reports to Lessor concerning all actions taken
towards commencing construction at six (6)-month intervals from the date of
execution of this Lease by the Lessor until a certificate of occupancy has been
issued for the Improvements. Completion of construction shall be on or before
September 1, 1994. Lessee covenants with Lessor that the Improvements of
whatsoever nature constructed by Lessee on the Premises shall be constructed at
Lessee's sole cost and expense in a good workmanlike manner according to and in
conformity with plans and specifications to be submitted to Lessor pursuant to
Section 2.2 below and in compliance with all applicable municipal building and
zoning laws and with all other laws, ordinances, orders, rules, regulations and
requirements of federal, state and municipal governments and appropriate
departments, commissions, boards and officers thereof. At all times during
construction, and prior to completion, of the Improvements, Lessor shall have the
right, after not less than twenty-four (24) hours notice to Lessee, to enter upon the
Premises in the company of a representative of Lessee for the purpose of
inspecting the same, provided that such entry and inspection shall not unreasonably
interfere with Lessee's construction of the Improvements. Any and all
Improvements which are made by Lessee to the Premises shall be owned by
Lessee during the Term but shall remain a part of the Premises and be surrendered
therewith at the end of the Term or sooner termination of this Lease, at which
time the same shall become the property of Lessor.
2. No Other Changes. Except as provided herein, the Lease, and the other
documents attached to the Lease, shall remain in full force and effect, without modification. Any
terms not defined herein shall have the meanings set forth in the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
dates set forth below.
CITY OF LA QUINTA, a public body corporate
and politic
Dated:/&&O of , 1993 By: (,- �,
Mayor
"LESSOR"
PURL:7607_111871B2588.0 2
APPROVED AS TO FORM:
iG(If�C.f
Stradling, Yocca, Carlson & Rauth
Dawn C. Honeywell, City Attorney
Dated: W. I` , 1993
BOYS AND GIRLS CLUB OF COACHELLA
VALLEY, a California nonprofit corporation
By:
Its:
"LESSEE"
3
C
PUBL:7607_111871B2588.0
MERCHANTS BONDING COMPANY
2425 E. Camelback #800, Phoenix, Arizona 85016
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
APPROVED BY AMERICAN
INSTITUTE OF ARCHITECTS
DOCUMENTA311
FEBRUARY 1970 ED.
That R D P Inc. as Principal, hereinafter called Contractor, and
Merchants Bonding Company (Mutual)
as Surety, are held and finny bound
City of La Quints
_ as Obligee, hereinafter called Owner, in the sum of
Two Thousand Five Hundred Dollars and no/100****************************
Dollars
(S 2 SOO.00 ****** ), , for the payment of which sum, well and truly to be made, the Contractor and Surety bind themselves, their
heirs, executors, aeminiettem . aaccess rs and coigns, jointly and severally, firmly by those presents.
August 3, 1993
WHEREAS, The Contractor has entered into a wrtten contract dated with the Owner for
La Quinta Boys & Girls Club of Coachella Valley - Fugitive Dust Control
in accordance with drawings and specifications prepared by
which contract is by teferwtce modes part hareof, and is hereinafter rsfa, toes the Contract.
NOW. THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Convector shall promptly and faithfully perform aid Con•
tract, than this obligation shall be null and void; otherwise it shall remain in full force and effect.
The Surety hereby wweives notice of any alteration or extension of time made by the Owner.
Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligation
thereunder, the Surety may promptly remedy the default, or shall promptly —
1. Complete the Contract in accordance with its terns and conditions, or
2. Obtain a bid or bids for completing the Contract in accordance with its terms and condition, and upon determination by Surety of the
lowest responsible bidder, or, If the Owner slocts, upon determination by the Owns and the Surety jointly of the lowest responsible bidder,
arrange for a contract between such bidder and Owner, end stake available as Work progreesa lawn though there should be a default or a
succession of defaults under the contract or contracts of completion arranged under this p- so spa ) sufficient funds to lay the cost of com-
pletion Net the balance of the contract prim; but not excesding, including other can and damages for which the Surety may be llama hers -
under, the amount set forth in the first parngrop! n hereof. The term "balance of the contract prim," as used In this paragraph, shall mean the
total ornota t payable by Owner to Contractor under the Contract and any amendments thereto, lase the amount property paid by Owner to
Contractor.
Any suit under this bond must be Instituted before the expiration of two (2) Veers from the date on which -
final payment under the Con-
t..,. s.u..�.. —
w the heirs,
State of California
County of Riverside appeared Ann iiillard rsonally known to me
�153 before me, Heather R. Degele, per aPPe —�.. �a
Dn ed IWf�FiEK � s EGELE�
o be the person whose name is subscribed to the within instrument arc at)�COMM.M986 E
x72
ecuted same in her capacity as Attorney -in -Fact for Merchants B Notary Public-Califomia ()
Wit" S Illy hand S Officia4 RIIVERSIDECOUNTY O
t MFebruary 2ll, 1x997
ry
Title
Merchants Bonding Company (Mutual)
(Surety)
IQ,�A UAg
Bond No. CA701409 By
a r 4!4Attomwla Fact
OC•14
8028 1/10/90 SFINGI & HANNON INS. SERV.
Merchants Bonding Company
(Mutual)
POWER OF ATTORNEY
w All Men By These Presents, that the MERCHANTS BONDING COMPANY (Mutual), a corporation duly organized under the laws
State of Iowa, and having its principal office in the City of Des Moines, County of Polk, State of Iowa, hath made, constituted and
appointed, and does by these presents make, constitute and appoint
>>>FRANK W. ANDERSON**BRADLEY P. DRUEHL**DANA HULLETT**ANN WILLARD<<<
>>X<<
>>X<<
Of INDI O and State of CA its true and lawful Attorney -in -Fact, with full power
and authority hereby conferred in its name, place and stead, to sign, execute, acknowledge and deliver in its behalf as surety:
>>>ONE MILLION DOLLARS($1,000,000.00)<<<
and to bind the MERCHANTS BONDING COMPANY (Mutual) thereby as fully and to the same extent as if such bond or undertaking was
signed by the duly authorized officers of the MERCHANTS BONDING COMPANY (Mutual), and all the acts of said Attorney, pursuant to
the authority herein given, are hereby ratified and confirmed.
This Power -of -Attorney is made and executed pursuant to and by authority of the following By -Laws adopted by the Board of Directors of
the MERCHANTS BONDING COMPANY (Mutual).
ARTICLE 2, SECTION 8. — The Chairman of the Board or President or any Vice President or Secretary shall have power and
authority to appoint Attorney -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the
Company thereto, bonds and undertakings, recognizances, contracts of indemnity and otherwritings obligatory in the naturethereof.
ARTICLE 2, SECTION 9. — The signature of any authorized officer and the Seal of the Company may be affixed by facsimile to any
Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other
suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though
manually fixed.
In Witness Whereof, MERCHANTS BONDING COMPANY (Mutual) has caused these presents to be signed by its Vice President and
President, and its corporate seal to be hereto affixed, this 15th day of October A.D.,19 92
Attest:
A / 4",ff-
Vlc0Presldent
STATE OF IOWA
COUNTY OF POLK as.
MERCHANTS BONDING COMPANY (Mutual)
� r • . @ p �
.4�XA, CO�A'.
By
• 1933
President
s+ N ... ...,��
r +Y p
On this 15th day of October 19 92 before me appeared M.J. Long and
Rodney Bliss III, to me personalty known, who being by me duly sworn did say that they are Vice President and President respectively
of the MERCHANTS BONDING COMPANY (Mutual), the corporation described in the foregoing instrument, and that the Seal affixed
to the said instrument is the Corporate Seal of the said Corporation and that the said instrument was signed and sealed in behalf of said
Corporation by authority of its Board of Directors.
In Testimony Whereof, I have hereunto set my hand and affixed my Official Seal, at the City of Des Moines, Iowa the day and year first
above written.
GCJ ��•��
Notary Public, Polk County, Iowa
My Commission Expires
11-4-95
STATE OF IOWA
COUNTY OF POLK so.
I, M.J. Long, Vice President of the MERCHANTS BONDING COMPANY (Mutual), do hereby certify that 1l�9 and
foregoing is a true and correct copy of the POWER OF ATTORNEY, executed by said MEi N70 IN13
COMPANY (Mutual), which is still in force and effect. . p p 0
•may
In Witness Whereof, I have hereunto set my hand and affixed the seal of the Company, at C, ?
this 3rd day of August 19. 93
�9
• ci a This power of attorney expires December 31, 1995.
MB96 10/92