HomeMy WebLinkAbout06-ATTACHMENT 2ATTACHMENT 2
Proposed Lease Agreement
LEASE BETWEEN THE CITY OF TUSTIN
AND
THE BOYS' AND GIRLS' CLUB OF TUSTIN
THIS LEASE ( "Lease ") entered into this day of 2014 (the
"Effective Date ") by and between the CITY OF TUSTIN (the "Lessor "), a municipal
corporation, and the BOYS' AND GIRLS' CLUB OF TUSTIN, a non - profit, charitable
California corporation (the "Lessee" ). The Lessor and Lessee are sometimes referred herein
individually as a "Party" and collectively as the "Parties".
RECITALS
A. Lessor is the owner of certain land in the County of Orange, State of California;
more particularly described in Exhibit A (the "Land "). All existing improvements, fixtures
and/or alterations located on the Land as of the Effective Date of this Lease are referred to herein
as the "Existing Improvements ". The Existing Improvements, together with any additional
improvements, fixtures and/or alterations constructed or installed on the Land by or at the
expense of Lessee following the Effective Date are collectively referred to herein as the
"Improvements ". The Improvements are or shall be, when constructed or installed on the Land,
owned by Lessee, subject to the provisions of this Lease (including without limitation the
provisions of Section 16.1 below). Land and the Existing Improvements and the Improvements,
and appurtenant easements (if any) are collectively referred to herein as the "Lease Premises ".
eAParties--e3 ntered mtfl thatfcettain-�Lease�Aated�as- of--D-ecembec�22,A967 fthe-a;1967.,
1&990, mended y%that�ectamAmendmentAo LeawAatedas�of:;; eptember,-30,- 19&O�;nd:
recorded on August 31, 1981 in Book 14201, Page 1322 of the Official Records of Orange
County, California (the "Amendment "), that certain Second Amendment to Lease dated August
17, 1981 and recorded on August 31, 1981 in Book 14201, Page 1316 of the Official Records of
Orange County, California (the "Second Amendment "), and that certain Third Amendment to
Lease dated as of November 5, 1982 (the "Third Amendment "). The 1967 Lease, the
Amendment, the Second Amendment and the Third Amendment are collectively referred to
herein as the "Original Lease ". Lessor, Lessee and Foster Art Services, Inc. entered into an
agreement dated August 17, 1981 which was recorded on September 25, 1981 in Book 14234,
Page 673 of the Official Records of Orange County, California, which agreement was amended
by instrument dated August 1, 1984 and recorded as Instrument No. 84- 419800 in the Official
Records of Orange County, California (said agreement as amended is referred to herein as the
"Foster Agreement "); the rights of ingress and egress in favor of Lessor as set forth in the Foster
Agreement are affected by a Quitclaim Deed from Lessor to Tustin Self - Storage, recorded April
12, 1985 as Instrument No. 130375 in the Official Records of Orange County, California.
B. The current term of the Original Lease is approximately fifty (50) years, which
commenced on December 22, 1967 and which expires on December 31, 2017. The multiple
changes made to the 1967 Lease since its inception are complex and overlapping, and in the
interest of clarity, the parties desire to make this comprehensive review and update of the Lease.
C. Lessee also desires to alter and expand existing facilities on the Lease Premises to
accommodate the future growth they expect in demand for their services. In order to expand and
improve the existing Boys' and Girls' Club of Tustin, Lessee is in the process of securing donors
willing to fund necessary long -term alterations and improvements. Anticipated donors need
more certainty regarding the term of the Lease relative to the life of anticipated improvements
prior to making donor commitments.
D. The Parties each desire to enter into this Lease to address the items identified in
the Recitals, among other things.
E. Lemor�and Lessee,intend that-this Lease shall =as of -the Effective Date, supersede
ands ,Teplace - the,,,Onginai Lease, including�ali��previous =amendments identified= in - Recital-A,
abovean their;entire�., NOW, THEREFORE, in consideration of the foregoing Recitals, which
are incorporated in the operative provisions of this agreement by this reference, and the terms,
covenants, conditions and agreements herein, the Parties, hereby mutually agree as follows:
AGREEMENT
LEASE OF PREMISES
Lessor hereby leases, rents, and demises to Lessee, and Lessee hereby leases from
Lessor the Lease Premises on the terms set forth in this Lease.
2. TERM, COMMENCEMENT, TERMINATION
2.1 Commencement and Termination. Unless earlier terminated in
accordance with the provisions of this Lease, the term (',Term,,) of this Lease shall commence on
2014 (the "Lease Commencement Date ") and end on the date that is the
fortieth (40 ar fie LeµCommencementate (the "Lease Termination Date ").
2.2 Surrender and Restoration.
2.2.1 Surrender. Upon expiration of the Term of this Lease or its
termination by Lessee or Lessor, See shall etly�--and eacefully-,emove� itself- and -its
�
property xfrtamrthe�,Lease,?,remises-and surrender thereof to Lessor on the expiration date, or the
date of prior termination; provided, in the event that Lessor terminates this Lease for a default of
the Lease by Lessee, Lessee shall be allowed a reasonable period of time, as detennined by
Lessee, in which to remove all of its property from and terminate its operations on the Lease
Premises; provided further that nothing to the contrary in this Lease withstanding, Lessee shall
not be obligated or required to remove any of the Improvements or alterations from the Lease
Premises except Improvements or alterations made by Lessee without compliance with this
Lease, which Improvements or alterations shall be removed by Lessee upon Lessor's written
request. Reference to Lessee's property that may be removed from the Lease Premises by
Lessee as contemplated above, shall include trade fixtures, personal property and alterations
which Lessee has made or brought on to the Lease Premises at any time in accordance with the
provisions of this Lease or the provisions of the Original Lease, and such removal may be
undertaken by Lessee within the time frames specified as long as the removal will not cause
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structural damage to the Lease Premises and Lessee, at Lessee's expense, promptly restores any
damage caused by the removal. During such period prior to surrender, all obligations assumed
by Lessee under this Lease shall remain in full force and effect. Lessor may, in its discretion
following thirty (30) days notice to Lessee, declare any property which has not been removed
from the Lease Premises upon surrender as abandoned property.
2.2.2 Restoration. Before expiration of the Lease or within thirty (30)
days following termination of the Lease , Lessee shall restore the Lease Premises to good order,
condition and repair, subject however to: (a) ordinary wear and tear, (b) loss or damage for
which Lessee is not liable hereunder. Lessee is not obligated to restore improvements to the
Lease Premises once those improvements have been demolished or to demolish improvements
that have been completed during the term of this Lease or during the term of the Original Lease,
subject to provisions contained in Section 15 .4.
3. RENT
3.1 General. For purposes of this Lease, Base Rent and Additional Rent are
hereinafter collectively referred to as "Rent" All Rent payments due and owing shall be made
by Lessee and shall be made payable to the City of Tustin and delivered to the City of Tustin
Finance Director at 300 Centennial Way, Tustin, California, 92780, or to a third party at such
other place as Lessor may designate in writing from time to time.
3.2 Base Rent. Lessee shall tender to Lessor as Base Rent the sum of One
Dollar (S I.00) per year, which Base Rent shall be due and payable on the Lease Commencement
Date and upon each anniversary of the Lease Commencement Date during which this Lease
remains in effect. Lessor acknowledges that Base Rent has been fully paid to the Effective Date
of this Lease.
3.3 Additional Rent. In addition to the Base Rent, Lessee shall pay the
following direct operating expenses and additional cost reimbursements set forth in this Section
333, with all sums payable by Lessee to Lessor being deemed "Additional Rent" for California
statutory remedy purposes.
3.3.1 Operating Expenses. Lessee shall be responsible for all operating
expenses of the Lease Premises and shall directly pay all charges, impositions, costs and
expenses of every nature and kind relating to the Lease Premises (them "Operating Expenses "),
including but not limited to utility costs and all other costs related to the development and
operation of the Lease Premises, including without limitation the cost of capital improvements,
maintenance, insurance, taxes (if any), code compliance, and provisions necessary for security,
and any costs necessary to comply with the terms, covenants and conditions of this Lease. In
addition, Lessee shall pay for or directly perform all protection and maintenance services for the
Lease Premises as described in Section 1 I . Any costs incurred by Lessor resulting from
Lessee's failure to perform under this Section 3.3.1 shall be a "Cost Reimbursement" obligation
under Section 3.3.2 .
3.3.2 Additional Cost Reimbursement. All sums payable by Lessee to
Lessor under this Lease which are not Base Rent or Operating Expenses shall be deemed a "Cost
W -.,,,
Reimbursement." A Cost Reimbursement shall include any and all costs incurred by Lessor
which (a) specifically are attributable to an action (or inaction) of Lessee under this Lease, (b)
constitute a Claim and/or Loss incurred by Lessor (as a result of Lessee's action or inaction) or
Lessee's use thereof or action or inaction with respect thereto and /or (c) arise as a result of or are
related to Lessee's failure to provide the protection and maintenance services as required by
Sections 3.3.1 and 9 of this Lease. Upon incurring any such Cost Reimbursement expense,
Lessor shall advise Lessee in writing of such costs and Lessee shall be obligated to pay to Lessor
the full amount of the Cost Reimbursement within thirty (30) calendar days of the date of
delivery of such invoice for such costs.
3.4 Late Charge. If any payment or any part thereof to be made by Lessee to
Lessor pursuant to the terms of this Lease shall become overdue for a period in excess of ten (10)
calendar days, then in addition to any other remedies available to Lessor under this Lease or
otherwise, Lessee shall pay to Lessor a late charge equal to ten percent of such overdue amount
for purposes of defraying the expense incident to handling such delinquent payment, in addition
to interest from the date such payment or part thereof was due.
3.5 No Waiver. Nothing herein or in the imposition or acceptance by Lessor
of default interest shall be construed as a waiver of any rights of Lessor arising out of any default
of Lessee hereunder; the right to collect any such default interest is separate and apart from any
rights or remedies of Lessor relating to any such default by Lessee.
3.6 Net Lease. Lessee hereby acknowledges and agrees that this Lease is
intended to be a triple net lease to Lessor and, except as expressly stated herein, Lessor is not
responsible for any costs, charges, expenses and outlays of any nature whatsoever arising from or
relating to the Lease Premises, or the use and occupancy thereof, or the contents thereof or the
business carried on therein, and Lessee shall pay all charges, impositions, costs and expenses of
every nature and kind relating to the Lease Premises. As set forth in Section 9 below, all costs of
maintenance and repair of the Lease Premises, all costs of insuring the Lease Premises as
identified in Section 13, and all Taxes (as that term is defined in Section 10.1) attributable to the
Lease Premises shall be paid directly by Lessee.
4. USE OF LEASE PREMISES
4.1 Permitted Use of Lease Premises. Lessee may use and occupy the Lease
Premises solely for the purposes of maintaining a non - profit, charitable, educational and
recreational facility of the Boys' and Girls' Club of Tustin, as shall be chartered in the United
States, and other purposes incidental and related thereto. Lessee shall not use or permit said
Lease Premises or any part thereof to be used for any other purpose without first obtaining
Lessor's written consent. Lessee shall also maintain its tax - exempt organizational status under
either Section 501 (c)(3), 501 (a) (9) or other similar provision of the Internal Revenue Code of
1986, as amended, and understands that it shall be required to maintain such status throughout the
Term of the Lease.
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4.2 Compliance with Laws and Regulations.
4.2.1 Lessee covenants and agrees that it shall observe and comply with
all laws, orders, regulations, rules, ordinances and requirements now in force, or which may
thereafter be in force, of the federal, state, county and city governments, and of all other
governmental authorities, applicable to the Lease Premises or Improvements or any part thereof,
and all of their departments, bureaus or officials, whether such laws, orders, regulations, rules or
ordinances relate to alterations or repairs, to or in and about the Lease Premises or to changes or
requirements incident to or as a result of any use or occupation thereof, or otherwise
(collectively, the "Governmental Requirements'). Lessee shall pay all costs, expenses, claims,
fines, penalties and damages that may in any manner arise out of or be imposed because of
failure of Lessee to comply with the provisions of this Section.
4.2.2 Lessee covenants and agrees that it shall comply with all
applicable governmental statutes, laws, ordinances, rules, orders and directives, regulations and
requirements as applicable of the federal government, state or county government and/or City of
Tustin and any all departments and bureaus in connection with its use of the Lease Premises, and
shall also comply with all applicable building, electrical, plumbing, and other codes at Lessee's
own cost and expense (collectively, the "Governmental Requirements "). Lessee shall neither use
nor occupy the Lease Premises or any part thereof, nor knowingly permit the Lease Premises or
any part thereof to be used or occupied, for any hazardous, unlawful, or illegal business, use or
purpose, nor in any manner as to constitute a nuisance of any kind, nor in any manner
inconsistent with or in violation of this Lease or any other present or future legal requirement.
4.3 It is agreed and understood by the Parties hereto that Lessor, in its varied
capacity as a municipal corporation, has the authority to enact, adopt or enforce a rule,
ordinance, regulation, law or policy which may represent a unique hardship on Lessee. Lessee's
performance under this Section shall not be excused to the extent of such hardship, although
Lessee retains the administrative remedies available to any party to appeal or request relief from
such impositions. In addition, if such hardship is not reasonably surmountable by Lessee, Lessee
retains the right to terminate this Lease for such cause. Lessee also agrees not to conduct or
permit to be conducted any public or private nuisance thereon, nor to commit or permit to be
committed any waste upon the Lease Premises.
4.4 Operating Standards. Lessee covenants and agrees that it shall operate the
Lease Premises in accordance with the Lease. Failure to operate in accordance with this Lease
may result in termination of this Lease in accordance with the default provisions of the Lease.
4.5 Lessee understands and acknowledges that this Lease is not and does not
constitute a commitment by Lessor to create any commitment with regard to the ultimate
disposal of the Lease Premises, in whole or in part or in any order of priority, to Lessee.
5. SUBLETTING AND ASSIGNMENT
5.1 Lessee shall not cause or permit, by operation of law or otherwise, any
assignment, subletting, encumbrance or transfer of this Lease or any estate or interest therein
without the prior written consent of Lessor. Any assignment or subletting approved under this
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section shall not relieve Lessee of any of its obligations or liabilities for the Term of this Lease,
and both Lessee and any subsequent assigns and sublessees shall be deemed bound hereunder.
Lessor's consent to any specific assignment, subletting or other transfer shall not constitute
consent to any further or subsequent assignment, subletting or transfer request from Lessee.
5.2 In the event that Lessee or a successor desires to effect an assignment or
sublease, Lessee or such successor shall submit to Lessor the name of the proposed assignee or
sublease and such other information as Lessor may reasonably request for the purpose of
determining that such assignee or sublessee has the tax- exempt status, compatible public
purpose, as well as the capability and resources necessary to carry out its obligations under the
proposed assignment or sublease.
6. CONDITION OF PREMISES AND CERTAIN REPRESENTATIONS
6.1 "AS -IS" Lessee's ResnonsibilitytNo Representations or Warranties. The
Lessee recognizes that Lessor would not lease to Lessee the Lease Premises except on an "AS
IS, WHERE IS, WITH ALL FAULTS" basis, and Lessee acknowledges that, except as expressly
set forth in this Lease, Lessor has made no representations or warranties of any kind whatsoever,
either express or implied in connection with any matters with respect to the Lease Premises or
any portion thereof. The Lessee's determination to enter into this Lease constitutes Lessee's
agreement that Lessee, in consummating the transactions described in this Lease, is leasing the
Lease Premises in an "AS IS, WHERE IS, WITH ALL FAULTS" basis, in its present state and
condition and with all faults. The Lessee further acknowledges and agrees that, except as
otherwise specifically provided in this Lease, Lessor has not made and does not make and
specifically negates and disclaims any representations, warranties, promises, agreements or
guaranties of any kind or character, whether express or implied, oral or written, past, present or
future, whether by Lessor or any of its agents, elected or appointed officials, representatives or
employees, of concerning or with respect to:
(1) The value of the Lease Property or the income to be derived from
the Lease Premises;
(2) the existence or nonexistence of any liens, easements, covenants,
conditions, restrictions, claims or encumbrances affecting the Lease Premises;
(3) the suitability of the Lease Premises for any and all future
development, uses and activities which Lessee may conduct thereon;
(4) the habitability, merchantability or fitness for a particular purpose
of the Lease Premises;
Premises; (5) the manner, quality, state of repair or lack of repair of the Lease
(6) the nature, quality or condition of the Lease Premises including
water, soil and geology;
(7) the compliance of or by the Lease Premises and/or the Project or
its operation with any Governmental Requirement and the Americans with Disabilities
Act of 1990;
(8) the manner or quality of the construction or materials, if any,
incorporated into the Lease Premises;
(9) the presence or absence of Hazardous Materials, including asbestos
or lead paint at, on, under, or adjacent to the Lease Premises;
(10) the content, completeness or accuracy of the information,
documentation, studies, reports, surveys and other materials, delivered to Lessee in
connection with the review of the Lease Premises;
(II) the conformity of the existing improvements on the Lease
Premises if any, to any plans or specifications for the Lease Premises;
(12) compliance of the Lease Premises with past, current or future
statutes, laws, codes, ordinances, regulations or Governmental Requirements relating to
zoning, subdivision, planning, building, fire, safety, health or environmental matters
and/or covenants, conditions, restrictions or deed restrictions;
(13) the deficiency of any undershoring or of any drainage;
(14) the fact that all or a portion of the Lease Premises may be located
on or near an earthquake fault line or falls within an earthquake fault zone established
under the Alquist- Priolo Earthquake Zone Act, California Public Resources Code
Sections 262 1 -2630 or within a seismic hazard zone established under the Seismic
Hazards Mapping Act, California Public Resources Code, Sections 2690- 2699.6 and
Sections 3720 -3725;
(15) the existence or lack of vested land use, zoning or building
entitlement affecting the Lease Premises; and
(16) any other matters.
6.2 Powers of Lessor. Lessee acknowledges that Lessor is a governmental
entity that, in addition to being owner of the Lease Premises, exercises certain police powers,
taxation powers, and other governmental powers, duties, and authorities over the Lease Premises.
This Lease shall not in any way affect the exercise of those powers, duties and authorities.
6.3 Title Insurance. As soon as possible after the Effective Date, if requested
by Lessee, Lessor shall provide Lessee, at Lessee's expense, an ALTA lessee's policy of title
insurance from a title insurer and in a form reasonably acceptable to Lessee and for a mutually
agreeable liability amount, insuring Lessee's Leasehold interest. Lessor and Lessee shall
cooperate and execute and deliver all documents necessary for the issuance of such policy.
7. CONSTRUCTION OF IMPROVEMENTS
7.1 Lessee has represented that it desires in the future to construct on the
Lease Premises certain Improvements which are not yet defined.
7.2 Basic Concept Drawings. For any Improvements to be made by Lessee to
the Lease Premises after the Effective Date (the "Lessee Improvements "), Lessee agrees that it
shall prepare and submit for Lessor's review and written approval basic concept drawings and
related documents for Lessee Improvements The Lease Premises shall be improved consistent
with the basic concept drawings and related documents, except as changes may be approved in
writing by both Lessee and Lessor.
7.3 Construction Plans and Related Drawings. Lessee shall prepare and
submit to Lessee preliminary and thereafter final construction plans or other drawings or plans
and all related documents pertaining to the Lease Premises (the "Construction Drawings") for
Lessor's review and written approval. Construction Drawings are hereby defined as those
required for, and in sufficient detail to obtain, City of Tustin Land Use Entitlement and building
permits for all Lessee Improvements for which permits are required.
7A Lessor Approval of Construction Drawings. Subject to the terms of this
Lease, Lessor shall have the right of architectural and site planning review of all Construction
Drawings including any changes thereto. However, nothing herein shall relieve Lessee of any
obligation to submit plans and other documents required for any development permits or
building permits, to City departments or other public agencies.
Lessor shall approve or disapprove the Construction Drawings within the time
frames for normal construction plan check processing established by the City. Any disapproval
shall state in writing the reasons therefore and the changes which Lessor requests be made.
Lessee shall revise such Construction Drawings and resubmit them to Lessor, and Lessor review
and approval process shall recommence.
If Lessee desires to make any changes to the Construction Drawings after their
approval by Lessor, Lessee shall submit the proposed changes to Lessor for its approval. If the
Construction Drawings, as modified by the proposed change, conform with the requirements of
Section 7.3 above and all Governmental Requirements, Lessor shall approve the proposed
change and notify Lessee in writing. Lessee shall, upon receipt of a notice of disapproval,
review such portions of the Construction Drawings as are disapproved and resubmit them to
Lessor for review and approval. The approval process may be discontinued temporarily or
permanently at any time by Lessee if Lessee elects not to proceed with or to defer its
construction or alteration project. If one or more permits are issued and construction
commenced, Lessee shall proceed diligently to complete the construction or alteration project.
7.5 Cost of Construction. Lessee shall bear the full cost of planning,
designing, and constructing all improvements to the Lease Premises. Lessor has no
responsibility pursuant to this Lease for any Improvements to the Lease Premises and nothing
herein shall imply, nor be construed to place any such responsibility on Lessor; Lessee shall bear
any necessary governmental agency cost of reviewing and approving the plans and submissions
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of Lessee and for processing applications and issuing grading permits, building permits,
occupancy permits and for undertaking inspections and the like, shall be also including all of the
customarily required fees and charges imposed by governmental agencies, including but not
limited to the City of Tustin, having jurisdiction with respect to the subject construction and
alteration activities.
7.6 Conditions of Construction.
7.6.1 Required Licenses and Permits, Before commencement of
construction of Lessee Improvements on the Lease Premises, Lessee shall, at its own expense,
secure or cause to be secured all licenses and permits which may be required by the City or any
other governmental agency affected by such construction.
7.6.2 Lessee shall require its contractors to agree in writing to indemnify
Lessor from the contractor's negligence or willful misconduct in the construction of any Lessee
Improvements on the Lease Premises and to secure Commercial General Liability insurance
defending and indemnifying Lessor in the event of claims arising from any alleged negligence of
contractor and its subcontractors.
7.6.3 At all times during construction, Lessee shall comply with the
provisions contained in Sections 7.6 and 7.7.
7.6.4 Lessee shall comply with all applicable Governmental
Requirements, laws and regulations, including City Ordinances.
7.6.5 Quality of Work and Materials. All work and materials shall be of
good quality, and all workers and subcontractors shall be skilled in their trades.
7,6.6 Maintenance of Site During Construction. Lessee covenants and
agrees that solely at Lessee's expense it shall maintain the Lease Premises during and after any
construction and keep the Lease Premises reasonably free from any debris and waste materials,
surplus materials, and surplus equipment.
7.6.7 Indemnity. Lessee agrees to defend, indemnify, and hold Lessor
harmless from any claims of any variety arising from or related to errors or omissions or willful
misconduct by Lessee and its contractor(s), subcontractor(s), supplier(s), employees, agents
during or as a result of any construction on, about, or beneath the Lease Premises.
7.6.8 No Liens or Stop Notices. Lessee shall keep the Lease Premises
free of any liens or stop notices; provided that Lessee shall have the right to contest the
correctness or validity of any such lien or stop notice if, immediately upon demand of Lessor,
Lessee procures and records a lien release bond issued by a corporation authorized to issue
surety bonds in California in an amount equal to one and one -half (1 lx) times the amount of the
claim of lien. The bond shall meet the requirements of Civil Code Section 3143 and shall
provide for the payment of any sum that the claimant may recover on the claim (together with
costs of suit, if it recovers in the action).
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7.6.9 Completion of Construction. Upon completion of Construction,
Lessee shall furnish Lessor with as -built plans and specifications.
7.7 Guaranty and Lien Free Completion of Improy ements.
7.7.1 Lessee hereby covenants and agrees to guarantee its performance
in construction of any Lessee Improvements to the Lease Premises. Notwithstanding any
consent given by Lessor of Lessee Improvements, Lessee shall be solely responsible for and
shall indemnify, hold harmless and protect Lessor, its officers, directors and agents, against any
and all claims arising from Lessee's construction of Lessee Improvements, including damage to
structures that would preclude completion of Lessee Improvements.
7.7.2 During any period of construction of Lessee Improvements as
authorized under this Lease, Lessee shall complete such construction free of any liens and/or
stop work notices being placed against the Leased Premise. In the event any lien or stop notice
is placed against the Lease Premises as the result of the construction of Lessee Improvements as
provided hereunder, Lessee shall take whatever action is necessary to have such lien or stop
notice removed within sixty (60) days after Lessee becomes aware of such lien and/or stop
notice. Lessee's failure to remove any lien and/or stop notice within such sixty day period shall
be considered a material breach and default pursuant to Section 15 below, and grounds for
termination of the Lease. Lessee shall be entitled to bond in the same manner provided for in
Section 7.6.8 above.
7.7.3 Lessee shall be responsible for any applicable prevailing wage
requirements as identified in Section 14.
8. ALTERATIONS
8.1 Lessee shall not make alterations to the Lease Premises without Lessee's
prior written consent except as may be identified in Section 8.2. "Alterations" shall mean any
modification, addition or improvement to the real property or Lessee Improvements that will be
provided by Lessee under the provisions of Section 7 either on, at or under the Lease Premises,
whether by addition or deletion. It is intended by the Parties that Lessor shall have no obligation,
in any manner whatsoever, to fund or complete any Alterations to the Lease Premises. Except
with respect to Minor Alterations (as hereinafter defined), Lessee shall process all Alterations, as
applicable, consistent with the provisions in Sections 7 and 8. Lessee shall obtain all necessary
permits and approvals required by any Federal, State and local law, and comply with all
conditions of such permits and approvals. All Alterations (including, without limitation, all
Minor Alterations) shall be done promptly and in a good and workmanlike manner and shall be
of good quality and class.
8.2 Lessee may from time to time before or after completion of any
construction of Lessee Improvements as provided in Section 7, without Lessor's prior approval
and without complying with any of the provisions of Sections 7.1 through 7.4 and/or 8.1 hereof
(except for the last sentence of said Section 8. 1), perform alterations to the real property or
Improvements that are non - structural alterations ( "Minor Alterations ") provided such Minor
Alterations individually meet all of the following criteria:
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(I) Would not require Lessee to apply for and obtain a building permit
or any entitlements required by the City Zoning Code for the completion of the Minor
Alteration;
(2) Would not result in a violation of any provision of this Lease;
($25,000); (3) Would not cost in excess of twenty -five thousand dollars
(4) Would not result in substantial change in the character of
improvements or the use for which they are intended or in a substantial change in access
or major entries to, or public areas on the Lease Premises;
(S) Would not involve or result in any change in the exterior of the
improvements that materially changes the design of the improvements based on any
original approved plan for the Improvements;
(6) Would not be of lesser quality or result in the diminution of the
value of the Lease Premises;
(7) Would not weaken the structural integrity of the Improvements or
any portion thereof.
(8) Lessee shall not, without written consent of Lessor, demolish or
remove all or any structural part of the real property or of any improvement located upon
the Lease Premises, except any existing improvements on the Lease Premises that are
demolished or removed by Lessee in compliance with the provisions of this Lease.
8.3 Notwithstanding anything to the contrary contained herein, Lessee shall
have the same rights to make any Alteration required to be made pursuant to any statutory
requirements or court order as Lessee's rights to construct the Improvements, subject to Lessee's
compliance with the requirements of Sections 7 and 8 and other provisions of this Lease;
provided, however, that if Lessor has approval right hereunder with respect to such Alteration,
Lessor shall not withhold such approval if the Alteration is being made in strict compliance with
the applicable statutory requirement or court order and no alternative means of compliance
therewith is available.
8.4 Lessee shall be responsible for any applicable prevailing wage
requirements as identified in Section 14.
9. PROTECTION AND MAINTENANCE
Lessee, at no cost to Lessor, shall at all times protect and maintain, repair and keep the
Lease Premises in a good order and condition (including structural and non - structural
conditions), and exercise due diligence in protecting the Lease Premises against damage and
destruction by fire and other causes, subject to the applicable provisions of this Lease. Lessee
shall promptly make all necessary repairs to the interior and exterior of the Lease Premises and
the Improvements, subject to the applicable provisions of this Lease,
ll
10. TAXES AND ASSESSMENTS
10.1 General. Lessee shall pay all Taxes (as hereinafter defined) levied or
imposed against the Lease Premises or Lessor or Lessee's interest therein during the Term prior
to delinquency. "Taxes" shall mean all real and personal property taxes, assessments and
governmental charges, whether federal, state, county or municipal, and whether general or
special, ordinary or extraordinary, foreseen or unforeseen, imposed upon the Lease Premises, the
Rent, or any possessory interest therein, or on the operation of the Lease Premises. Taxes shall
not include income taxes, excess profit taxes, franchise taxes, or other taxes imposed or
measured on or by the income of Lessor from the operation of the Lease Premises, provided,
however, that if, due to a future change in the method of taxation or assessment, any income,
profit, franchise or other tax, however designated, shall be imposed in substitution, in whole or
part, for (or in lieu of) any tax, assessment or charge which would otherwise be included within
the definition herein to the extent of such substitution. There shall be added to Taxes the
expenses of any contests (administrative or otherwise) of Taxes incurred during the taxing year,
but only to the extent such contests result in a reduction of Taxes for such year or any other year
during the Tenn. Lessee shall pay to the appropriate governmental authority any use, possessory
interest, and/or occupancy tax as may be payable and applicable to the Lease Premises). In the
event that Lessor is required by law to collect such Taxes, Lessee shall pay such Taxes to Lessor
as a Cost Reimbursement within thirty (30) days of demand and Lessor shall remit any amounts
so paid to Lessor to the appropriate governmental authority.
10.2 Future Taxes. The interest created by this Lease may at any time be
subject to property taxation under the laws of the State of California. If property taxes are
imposed, the party in whom the possessory interest is vested may be subject to the payment of
the taxes levied on such interest. This notice is included in this Lease pursuant to the
requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California.
10.3 Lessee shall pay the Taxes directly imposed upon it or Lessor (for which
Lessee is responsible as set forth above), in accordance with the instructions of the taxing entity;
provided, Lessee shall pay the taxes originally imposed upon Lessor, upon Lessor's election,
either (i) annually within thirty (30) days after the date Lessor provides Lessee with a written
statement setting forth in reasonable detail such Taxes (which statement shall not be provided to
Lessee more than sixty days before such Taxes are due), or (ii) monthly in advance based on
estimates provided by Lessor based upon the previous year's tax bill. If the Taxes for which
Lessee is responsible are paid monthly on an estimated basis as contemplated in Section 10.36i)
hereof, then Lessor shall provide Lessee with a written annual reconciliation reflecting any
adjustment necessary to reconcile the amount of estimated Taxes paid by Lessee to Lessor during
the preceding year as compared to the actual Taxes owed for such tax year, and promptly
following the delivery of said written reconciliation, an adjusting payment shall be made as may
be required of the applicable Party.
10.4 Proration. All Taxes originally imposed upon Lessor and applicable and
payable by Lessee with respect to the Lease Premises shall be prorated on a per diem basis for
any partial tax year included in the Term. Lessee's obligation to pay Taxes on a prorated basis
during the last year of the Term shall survive the termination of this Lease.
:u-3; :,
12
M5 Payment by Lessor. In the event Lessee fails to timely pay any such
Taxes for which Lessee is responsible pursuant to this Lease, and such failure continues for a ten
day period after said Taxes are due or after the delinquency period, Lessor may, at its option,
upon providing a 5 -day written notice to Lessee and opportunity to cure within such 5 -day
period, pay any such Taxes together with all penalties and/or interest which may have been
added thereto by reason of any such delinquency or failure to pay when due, and may likewise
redeem the Lease Premises, or any part thereof, or the buildings or improvements located
thereon, from any tax sale or sales. Any such amounts so paid by Lessor shall be immediately
paid by Lessee to Lessor as a Cost Reimbursement, however, such Cost Reimbursement shall be
due and paid by Lessee within ten (10) business days of demand.
11. UTILITIES
11.1 During the term thereof, Lessee agrees to pay, when due, and to hold
Lessor harmless from any liability for any and all charges and/or assessments for water, sewer,
gas, electricity, telephone or other communication services or cable television and all other forms
Of utility services of every kind and nature used, rendered, or supplied to, upon, or connection
with the Lease Premises throughout the Term , including all charges for installation of meters,
conduits or other facilities required for such service. Lessee shall indemnify Lessor from and
defend and hold Lessor harmless against any claim, liability, damage, loss, costs or expense in
connection with such charges.
11.2 Existing and Future Easements and Rights of Way. This Lease is made
and accepted and the Lease Premises leased subject to all outstanding easements and rights -of-
way for location of any facility over, across, in and upon the Lease Premises or any portion
thereof. The Lease shall be subject to the right of Lessor to grant such additional easements and
rights of way over, across, in and under the Lease Premises as it shall determine to be in the
public interest; provided that any such additional easement or right of way shall not unreasonably
interfere with Lessee's development, operation or use of the Lease Premises consistent with this
Lease. Lessor further reserves the right for itself, to grant, transfer, convey, assign, lease, convey
in trust, mortgage, hypothecate, or otherwise encumber, the rights hereby excepted and reserved
in this Section without notice to, or the necessity of obtaining any consent or approval of Lessee.
12, RIGHT OF ENTRY
12.1 Should Lessor determine Lessee to be deficient in the performance of its
obligations under this Lease, in addition to all other available remedies, Lessor may, but shall not
be obligated to enter upon the Lease Premises and correct Lessee's deficiencies using Lessor's
forces, equipment and materials suitable for such purposes, or in Lessor's discretion, by
employing one or more independent contractors; provided that Lessor shall not enter upon the
Lease Premises and correct Lessee's said deficiencies, unless and until Lessor has first given
Lessee thirty (30) days prior written notice of its intention to do so (during which period Lessee
will be entitled to correct any such deficiency or deficiencies). Lessor's costs so incurred,
including direct and indirect overhead costs as determined by Lessor, shall be reimbursed to
Lessor by Lessee within thirty (30) days of demand thereof, as a Cost Reimbursement pursuant
to this Lease.
13
12.2 Any officers and/or authorized employees of Lessor may, but shall not be
obligated to, enter upon the Lease Premises at any time, in case of emergency, and otherwise at
all reasonable times for the purpose of inspecting the condition of the Lease Premises and for
determining Lessee compliance with the terms and conditions of the Lease, or for any other
Purpose incidental to the rights of Lessor within the Lease Premises; provided, however, Lessor
shall provide not less than forty -eight (48) hours written notice to enter the Premises as described
herein except in the case of city police, code enforcement officers, or fire personnel from the
Orange County Fire Authority, which shall be provided access at any time without advance
notice.
12.3 Entry by the officers, employees, agents or independent contractors of
Lessor upon the Lease Premises for the purposes described in Section 11 shall be without
prejudice to the exercise of any other rights provided herein or by law to remedy a breach of this
Lease.
13. INSURANCE AND INDEMNITY
13.1 Insurance. Lessee shall provide and maintain in full force and effect at its
own expense during the Term of this Lease the following insurance covering its operations under
this Lease. Such insurance shall be provided with insurers licensed to do business in the State of
Califomia, with a rating of at least A VII, according to the latest Best's Key Rating Guide or A -X
(if offered by a surplus line carrier that is non- admitted). Evidence of such insurance shall be
delivered to Lessor on or before the Effective Date, including provision of certificates of
insurance and required insurer endorsements. Insurance endorsements (or a copy of the policy, if
applicable) shall be provided as evidence of meeting the requirements of this Section. The
Insurers shall specifically identify this Lease and shall contain express conditions and an
endorsement that Lessor is to be given at least thirty (30) days advance written notice of any
material modification in or termination of insurance. Such insurance shall include an
endorsement that coverages are to be primary to and not contributing with any other insurance
maintained by Lessor, and an endorsement shall name Lessor, and its officers, officials,
employees, agents and contractors as additional insureds and by an endorsement provide that all
losses shall be payable notwithstanding any act or failure to act or negligence of Lessor, or any
other person. All insurance shall be maintained on an occurrence basis.
13.1.1 Comprehensive General Liability Insurance Comprehensive
general liability and property damage insurance covering the Lease Premises, contractual, broad
form property damage, and bodily injury or death, with a combined single limit of not less than
$2,000,000 per occurrence with respect to personal injury. or death, and $2,000,000 per
occurrence with respect to property damage. Because of the length of the Term, Lessor, at
Lessor's risk manager's sole discretion, shall have the right to reevaluate and raise the amount of
required insurance coverage covering the Lease Premises on an annual basis, provided that the
minimum limits of available coverage for each type of policy shall not be more doubled in any
ten (10) year period. Lessor shall notify Lessee in writing if additional coverage is required of
Lessee. Lessee shall provide the requested coverage in place no later than thirty (30) days after
notice provided by Lessor.
14
Provisions: The general liability policy is to contain, or be endorsed to contain, the following
(1) Lessor and its officers, officials, employees, agents and contractors
are to be covered as additional insureds as respects liability arising out of use of the
Lease Premises. The coverage shall contain no special limitations on the scope of
protection afforded to Lessor, its officers, officials, employees, agents or contractors.
(2) Lessee's insurance coverage shall be primary insurance as respects
Lessor, and their respective officers, officials, employees and contractors. Any insurance
or self - insurance maintained by Lessor shall be excess of Lessee's insurance and shall not
contribute with it.
(3) Any failure to comply with reporting or other provisions of the
Policies including breaches of warranties shall not affect coverage provided to Lessor, its
officers, officials, employees, agents, or contractors.
(4) Coverage shall state that Lessee's insurance shall apply separately
to each additional insured against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
(5) Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled, reduced in coverage or in
limits except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to Lessor—
(6) Each insurance policy shall include an endorsement that the
Insurer waives any right of subrogation against Lessor which may arise by reason of any
activities of Lessee, Lessor or payments under a policy.
13.1.2 Workers Compensation Insurance Workers' compensation insurance in
an amount and form meeting all applicable requirements of the California Labor Code, covering
all persons providing services by or on behalf of Lessee and all risks to such persons. The
workers' compensation insurance policy is to contain, or be endorsed to contain, the following
provisions:
(a) "The insurer waives any right of subrogation against the City of Tustin
and its elected officials, managers and employees, which may arise by reason of any activities of
Lessee, Lessor or payments made under this policy.,,
(b) Coverage shall not be suspended, voided, canceled, reduced in coverage or
in limits except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the Lessor.
13.1.3 Builder's Risk lnsurance. Commencing upon the construction of any
major alterations tivhich includes buildings and structures only and continuing until such time as
the applicable major alterations are accepted and determined complete by Lessor and the City of
Tustin, Lessee shall obtain and thereafter maintain a builder's risk policy with respect to such
15
improvements, included clauses of property coverage form policies. Such insurance shall be
maintained in an amount not less than one hundred percent (100 %) of the full insured value of
the major alterations. The term "full insured value" as used in this Section shall mean the cost
determined by mutual agreement by Lessor and Lessee of providing similar major alterations of
equal size and providing the same habitability as the major alterations immediately before such
casualty or other loss, but using readily - available contemporary components, including the cost
of construction, architectural and engineering fees, and inspection and supervision.
13.1.4 Personal Property Insurance. Lessee, at its sole cost and expense, shall
maintain fire and extended coverage insurance throughout the term of this Lease on its trade
fixtures, equipment, personal property and inventory within the Lease Premises from loss or
damage to the extent of their full replacement value.
13.1.5 Other Insurance Requirements.
13.1.5.1 Contractors and Subcontractors. Lessee shall include
all of its contractors and subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each contractor and subcontractor. All coverages for
contractors and subcontractors shall be subject to all of the requirements stated herein, and
Lessee shall cause contractors and subcontractors to deliver evidence of such coverage and
endorsements to City prior to commencement of work on the Lease Premises.
13.1.5.2 Failure by Lessee to procure or maintain required insurance
shall constitute an event of default if. (a) Lessee fails to cure within ten (10) days after Lessee
discovers the failure to maintain or procure the insurance; or (b) Lessee fails to cure within ten
(10) days after Lessor delivers notice to Lessee of the failure to maintain or procure the
insurance; or (c) a claim or other event potentially subject to coverage under the insurance which
Lessee failed to procure or maintain occurs or is brought at a time of such under - insurance or
non - insurance. Lessee's operations shall be subject to suspension by Lessor during any period
Lessee fails to maintain required insurance in full force and effect.
13.1.5.3 Verification of Coverage. In addition to completing an
Accord form, Lessee shall furnish Lessor with original endorsements effecting coverage
required by Section 13. The accord certificates and individual endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be
received and approved by Lessor before the Effective Date,
13.1.5.4 Damage and Destruction. In the event of damage or loss to
the buildings or improvements situated on the Lease Premises, then Lessee shall take all
appropriate steps to erect necessary fencing and structures to preclude unauthorized access to the
Lease Premises and otherwise mitigate hazardous and unsafe conditions within the Lease
Premises caused by the damage and destruction.
In the event that damage and destruction to the Lease Premises is the
result of an event for which insurance coverage is not required hereunder or is in excess of the
amount required, Lessee shall have the option to repair the Lease Premises, or if such damage
and destruction render the Lease Premises unusable for their intended purposes, to terminate this
16
Lease in accordance with applicable provisions herein by written notice to Lessor. In the event
Lessee elects to terminate this Lease under this Section, then in addition to the other
requirements set forth in this Lease, including but not limited to the requirements of Section
15.4, Lessee shall be responsible for removing its trade fixtures and personal property from the
Lease Premises including all hazardous materials it brought to the Lease Premises, and for
reporting, containing, removing and cleaning up any land, air and water pollution resulting from
the damage and destruction which is attributable to Lessee's use of the Lease Premises. Such
responsibilities will be carried out by Lessee in a timely manner with other applicable provisions
of this Lease with due consideration for human health and safety and the protection of the
environment.
13.2 Indemnity. Notwithstanding anything to the contrary herernabove
contained, and irrespective of any insurance carried by Lessee, Lessee shall defend, with counsel
acceptable to Lessor, indemnify, protect, and save harmless Lessor and its officers, officials,
employees, agents and contractors (collectively, the "Lessor Indemnitees ") from, and shall pay
all costs, expenses and reasonable attorney fees for all trial and appellate levels and post
judgment proceedings in connection with and from, any and all demands, claims, actions,
proceedings, suits, losses, liens, costs, judgments, damages or liabilities of any kind and nature
whatsoever, including expenses incurred in defending against legal actions, for death or injury to
persons or damage to property and for civil fines and penalties arising, and for any violation or
alleged violation of any local, state or federal law or regulation at the Lease Premises, and for
any breach of this Lease arising out of, or in connection with, or in any manner predicated upon
the use of, occupancy of, and/or operations carried on upon the Lease Premises by Lessee, its
officers, officials, employees, agents, servants, guests, invitees, contractors, including the
following:
(1) Any dangerous, hazardous, unsafe or defective condition, in or on
the Lease Premises, or any nature whatsoever, which may exist by reason of any act,
omission , neglect, or any use or occupation of the Lease Premises by Lessee, its officers,
officials, employees, agents, contractors, subleases, licensees, or invitees from
commencement of the term of this Lease;
(2) Any operation conducted upon or any use or occupation of the
Lease Premises by Lessee, its officers, officials, employees, agents, contractors,
employees, sublessees, licensees or invitees under or pursuant to the provisions of this
Lease or otherwise;
(3) Any act, omission, or negligence of Lessee, its officers, officials,
employees, agents, design consultants, professional consultants and contractors;
otherwise; (4) The loss of or damage to any property of Lessee by theft or
(5) Any failure of Lessee, its officers, officials, employees, agents,
contractors, subleases or licensee's to comply with the terms or conditions of this Lease,
17
or any applicable federal, state, regional or municipal law, ordinance, rule or regulation
related to the use or occupancy of the Lease Premises.
13.3 Lessor shall notify Lessee within thirty (30) days of receiving notice of
any claim filed against it that is covered by indemnity in Section 13.2 or elsewhere in this Lease.
13.4 Lessee's Liability Extends to Its Contractors and Sublessees. Lessee's
liability shall extend to the performance of major alterations or other Alterations or in use of the
Lease Premises by any design consultant, professional consultant, contractor, assignee, sublease
or license of Lessee under this Lease.
13.5 Limitation of Indemnities. Nothing to the contrary injection 13.2 above
or elsewhere in this Lease withstanding, Lessee shall not have any responsibility for
indemnifying the Lessor Indemnitees (as defined in Section 13.2 above) or any of them for
Lessor Indemnitee's own gross negligence and/or willful misconduct.
I�t 1�IOAi�I }I SCRIIkI talrl4101Y;: 13IL RIGHTS AND,4C)T ICR #'REVAILING
OMP A- AN rrI .i EQU REMENTS
I-4 =,_Ion 4iscrirrainatian -end FAual p portunitva
1 1A ee- colvenants nd,agxees;rafor itself, - aelrwand ever - ,lessor=
approved assigneeand,orublessee and:eaeh and,euerl , Person: Maimng.aby,,through- tQrutder:
- --.x,, a. �� ,t,�,�au���ruvrswnsortneirvti�
RightsAct�of.19b4�,Section 544ztf= ihedtehabilitation ,Act ,DfHl.9��3; ndthe lgc Discrimination in-
EmploymentAct'of--19�1-5 n- tbeuse;�Occu ancry of the:LeaseTxcmises.
14th ual0nao —r-t nxrv.ki ss ce- lbalt «provide�qualvpportunity>'nvll
employment tractices: lessee shalt notMdtacriminate, against„ any- :.employeesor, applicant ;fors
employment�-becauser of �aee, °valor, religion :sew; azr ..natattual >_.orig n :.�Le& see Sha {1 e
a tomitment &�rrTecruitment= adverttstng,. layoff or- -4crmtnation prate Wo pay =vr:=other,.,forrns of
compensation end- selection , €or 4raining i ncluding»apprenticeshipse.:,4iessee= shall - post -win
conspicuous- plaoes�avai lable avai lable -to =employees ,and - applicants -far employment; .Motives
tg'foftWe'Pmvisrons -of is�non- discrimination
14� �bli tier taARefrain from- Iliserimination k essee covenants>and
cgs <fordtself, each;�nd ,ewer�t� l.essar_.appcoxcd: assignee ar:« aublessee and,.eaeh - and =every,
Personelaiming�by }trough r -under ssee; -that:
L4: '" �Noiserimination N - ��'ltere :shall =�6eio�Iiseriminaton
a�tsWment° tse, occupancy,,Aenurc vr, enjoym nt f�heLease::-Premises or- in -,eonstruction.;ofx
ti•in:: u
18
through it establish or permit any such practice or practices of discrimination or segregation with
reference to the use or occupancy of Lessee on the Lease Premises or assignees, sublessees,
contractors or vendees of Lessee;
14.1.3.2 Deed Restrictions. All leases or contracts shall contain or
be subject to substantially the following non - discrimination or non - segregation clauses:
In leases: Lessee herein covenants by and for itself, its successors
and assigns, and each and every Person claiming under or through them, and this lease is made
and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed, religion, sex, sexual orientation,
marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use
occupancy, tenure or enjoyment of the land herein leased, nor shall Lessee itself, or any person
claiming under or through it, establish or permit such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of Lessees,
sublessees, subtenants, contractors or vendees in the Lease Premises.
In contracts: There shall be no discrimination against or
segregation of any person or group of persons on account of race, color, creed, religion, sex,
sexual orientation, marital status, national origin or ancestry in the Lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall Lessee itself or any person claiming under
or through it, establish or pen-nit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of Lessees, subtenants,
sublessees, contractors or vendees in the Lease Premises.
4"�, � uee,�vitli =_DADA Lessee represents, warrants and covenants
thatLessee shall conduct its business in accordance with any applicable requirements of the
American with Disabilities Act of 1990 (the "Act "), as may be amended and with all other
applicable federal, state and local, statutes, rules, regulations and ordinances related to handicap
accessibility.
---m 'rD-Y* � "� a Renuirements. Lessee hereby acknowledges and
agrees that construction of improvements under the Lease will be subject to applicable Federal
and State Labor Laws and requirements and requirements and that they shall be responsible for
investigating the applicability of and, if and to the extent applicable, pay prevailing wages for
construction of improvements meeting the requirements of State Law, or Davis -Bacon act wages
required by federal law (for certain federally grant funded construction activities, as
applicable),or if both are applicable, meeting the higher of the foregoing requirements. Lessee
hereby agrees that it shall be fully responsible for determining whether the foregoing wage
requirements are applicable. Lessee agrees to give to Lessor prompt written notice of any
violation, potential violation or assertion of non - compliance by Lessee (of which Lessee is or
becomes aware), with any of these requirements as identified by the applicable agency
overseeing such compliance. As a material part of the consideration for the Base Rent under this
Lease, Lessee shall also indemnify, protect, defend and hold harmless Lessor and their appointed
and elected officers, officials, employees, agents and contractors from and against any and all
19
claims or acts or omissions of Lessee in connection with the failure of Lessee or its officers,
officials, employees, agents or contractors to comply in construction of improvements or
alterations of the Lease Premises with any applicable prevailing wage requirements imposed by
State and/or the Davis -Bacon requirements imposed by Federal Law.
15. DEFAULT, CERTAIN REMEDIES, TERMINATION
15.1 Default Notices
15.1.1 If Lessee fails to perform any term, covenant or condition of this at
any time during the Term and Lessor concludes that Lessee has not complied in good faith with
the provisions of the Lease, Lessor shall issue a written "Notice of Default' by certified mail,
specifying the grounds thereof and all facts demonstrating such non - compliance. Lessee shall
have thirty (30) days after receipt by Lessee of such notice to respond in writing to such notice
by either specifying how its non - compliance has been cured or the grounds upon which it
believes that it is complying with the Lease. If Lessor has not received a response to the Notice
of Default within the prescribed thirty (30) days, or within such later period of time as
established by Lessor, the Notice of Default shall be conclusively presumed to be valid and
Lessor may commence proceedings on termination of the Lease pursuant to Section 15.2;
15.1.2 If Lessee ceases to operate the Leased Premises for the uses
authorized in accordance with this Lease for a period of ninety (90) days or longer or dissolves
or is unable to fund its services and programs on the Lease Premises for any consecutive period
of ninety (90) days or longer, Lessor may elect, by written notice to Lessee, to terminate the
Lease pursuant to proceedings on termination pursuant to Section 15 1.1 above and this Section
15_1.2. The provisions of this Section 15. L2 shall not be applicable to operating cessations
necessitated by reason of (a) construction or alteration of the Lease Premises and/or the
Improvements thereon in accordance with the provisions of this Lease, or (b) restoration of the
Lease Premises and/or the Improvements thereon in accordance with the provisions of this Lease
following condemnation and/or casualty damage or destruction thereof.
15.2 Termination by Lessor.
15.2.1 Notwithstanding any other provisions of this Lease, Lessor, upon
the occurrence of a default hereunder by Lessee, which default remains uncured by Lessee after
any applicable period to cure a default as provided for in Section 15. 1.1 or elsewhere herein or
for such longer cure period as may be approved in writing by Lessor shall have the immediate
option to terminate this Lease and all rights of Lessee hereunder by giving written notice by
certified mail of such intention to terminate this Lease in the manner as specified in Section 15
Such written notice of termination shall be effective as of the date specified therein. The
remedies set forth in this section shall be in addition to any other remedies available to Lessor at
law or in equity.
15.2.2 In the event of termination of this Lease for default, Lessee by
signing this Lease hereby waives any and all rights of any type, kind or amount and releases
Lessee and City of Tustin against any and all claims Lessee might have under the U.S. or State
Constitution or State Law for loss of goodwill, the value of the Leasehold interest and Lease
igA "i q
20
improvements, and relocation assistance, including but not limited to any such or similar rights
prescribed by any state, federal or local law or regulation and waiving all rights to just
compensation under the U.S. and California Constitutions.
15.3 Termination by Lessee. Lessee shall have the right to terminate this
Lease upon thirty (30) days written notice to Lessor by certified mail, return receipt requested,
for any reason including, but not limited to the event of damage or destruction of all of the Lease
Premises including improvements (including loss of utilities for any reason) on the Lease
Premises, or such a substantial portion thereof so as to render the Leased Premise incapable of
use for the purposes for which it is leased hereunder. Termination in the event of damage or
destruction of Lease Premises or improvements shall be subject to the provisions of Section 15.4.
15.4 Damage or Destruction of the Lease Premises
15.4.1 Partial lDamage. In the event of partial damage to the Lease
Premises then Lessee shall be entitled to receive the insurance proceeds from Lessee's policy and
attributable to the damage of the Lease Premises and/or payable in connection with any duties or
obligations of Lessee contemplated herein such as restoration, clean -up, debris removal, etc.
Lessee shall commence repair to such damage within one hundred and eighty (180) days after
such damage or such additional time as may approved in writing by Lessor after such damage to
allow time for collection of insurance proceeds, planning for restoration, compliance with
Governmental Requirements, procurement of any necessary governmental permits and
approvals, engagement of necessary architects, consultants and contractors, and the like, and this
Lease shall continue in full force and effect. For good cause, the time to repair may be extended
by written agreement of the parties. In the event that the required insurance policy held by
Lessee is not in force, or insurance proceeds received by Lessee are not sufficient to effect such
repair (e.g., because of deductibles or under - insurance), Lessee shall either: (a) promptly
contribute the shortage in proceeds as and when required to complete repairs; or (b) within
ninety (90) days after such damage, deliver written notice to Lessor of Lessee's election to
terminate this Lease. Such damage shall not extend the Lease Term. Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to restore the unique aspects of the
Lease Premises. In the event Lessee elects to terminate the Lease, Lessee shall, at its sole
expense, and within one hundred eighty (180) days after the damage, and subject to such
exceptions as the parties may then agree upon in writing: (x) cause all debris and all
Improvements, including but not limited to damaged Improvements, to be removed from the
Lease Premises; and (y) clean and restore the Lease Premises to a flat and vacant condition, free
of debris.
15.4.2 Total Destruction In the event that the Lease Premises and /or the
Improvements shall be damaged or destroyed by fire or other cause, so as to render the Lease
Premises and/or the Improvements incapable of use for the purposes for which they are intended,
Lessee may elect whether to: (a) repair the Premises, or,(b) to terminate this Lease. Lessee shall
notify Lessor in writing of its election within ninety (90) days of such destruction. In the event
Lessee elects to repair the Lease Premises, the work or repair shall commence promptly and
within one hundred and eighty (180) days after such damage or such additional time as may
granted in writing by Lessor, taking into consideration the time needed for Lessee to collect
insurance proceeds, plan for restoration, procure any necessary governmental permits and
21
approvals, engage architects, consultants and contractors, and the like, and once begun shall be
carried on without unnecessary delay. In the event Lessee elects not to repair the Lease
Premises, the Lease shall be deemed terminated within thirty (30) days after receipt by Lessor of
Lessee's election not to repair the Lease Premises. In the event Lessee elects to terminate the
Lease, Lessee shall, at its sole expense, and within one hundred eighty (180) days after the
damage, and subject to such exceptions as the parties may then agree upon in writing: (x) cause
all debris and all Improvements, including but not limited to damaged Improvements, to be
removed from the Lease Premises; and (y) clean and restore the Lease Premises to a flat and
vacant condition, free of debris. Lessee shall be entitled to insurance proceeds under the Lease
Premises casualty policy required to be carried by Lessee pursuant to this Lease, and the Lease is
terminated under this Section, Lessee shall be entitled to the portion of such proceeds attributable
to the destruction of the improvements or alterations constructed by Lessee on the Lease
Premises and the reasonable cost of performing Lessee's erection and mitigation work
contemplated in Section 13.1.5.4, and Lessor shall be entitled to the portion of proceeds
attributable to the real property, excluding the value of the land and any cost to demolish and
remove any improvements on the Lease Premises, and any amounts to which Lessee is entitled
pursuant to the foregoing provisions of this Section 15.4.2.
15.5 Termination by either Party as Result of Eminent Domain In the event
that title to the whole of the Lease Premises shall be lawfully condemned or taken in any manner
for any public or quasi - public use or conveyed in lieu of condemnation, this Lease shall
automatically terminate as of the date possession is required to be delivered to the condemnor.
In the event that only a portion of the Lease Premises is taken and the Lease Premises are thereby
rendered, in Lessee's reasonable opinion, unsuitable for the conduct of Lessee's business, Lessee
may terminate this Lease by giving written notice of such termination to Lessor within ten (10)
days after the date when possession of the portion of the Lease Premises so taken is delivered to
the condemning authority. Any award for the taking of all or any part of the Lease Premises
under the power of eminent domain or any payment made under threat of the exercise of such
power shall be property of the Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold or for the taking of the fee. In the event of eminent domain
initiated by any Federal, State or local agency other than the City of Tustin or the Tustin
Redevelopment Agency, Lessee shall be entitled to seek from the condemning authority a
portion of the condemnation award for relocation, loss of Lessee's trade fixtures, and severance
damages. In the event of any eminent domain, Lessee, by signing this Lease hereby waives any
and all rights of any type, kind or amount and releases the City of Tustin (in its capacity as
Lessor and in any and all other capacities in which it may act) and the Tustin Community
Redevelopment Agency against any and all claims Lessee might have under the U.S. or State
Constitution or State Law for the loss of goodwill, the value of the Leasehold interest and Lease
improvements, relocation assistance, and severance damages, including but not limited to any
such or similar rights prescribed by any state, federal or local law or regulation and waiving all
rights to just compensation under the U.S. and California Constitutions.
16. OWNERSHIP OF IMPROVEMENTS
16.1 Ownership of Improvements. The Improvements constructed at any time
upon the Lease Premises by or at the expense of Lessee shall be and remain the property of
Lessee; provided that upon expiration or earlier termination of the Lease, the Improvements shall
22
become the property of Lessor without any right of Lessee to receive compensation therefor and
without any further act required of either Lessor or Lessee (subject, however, to Lessee's right to
remove Tenant's Trade Fixtures from the Premises at or before the date of expiration or earlier
termination).
16.2 Surrender. On the last day of the Term, or upon any earlier termination of
this Lease pursuant to the terms hereof, or upon any reentry by Lessor upon the Lease Premises
pursuant to Section 15, Lessee shall surrender to Lessor the Lease Premises in good order,
condition and repair (except for: (t) reasonable wear and tear, (ii) loss or damage for which
Lessee is not liable hereunder, and (iii) Tenant's Trade Fixtures) and free and clear of all liens
and encumbrances (other than (a) those, if any, permitted hereby or identified in the preliminary
title report issued to Lessee and attached hereto as Exhibit C, or otherwise created or consented
to by Lessor, and (b) any Leasehold Mortgage permitted in writing by Lessor) and if requested to
do so, shall execute, acknowledge and deliver to Lessor such instruments of further assurance as
in the reasonable opinion of Lessor are necessary or desirable to confirm or perfect Lessor's
right, title and interest in and to the Lease Premises; provided, however, that so long as a
leasehold mortgage is in effect, Lessee shall have no right to surrender the Lease Premises
(except a surrender upon the expiration of the Term or upon termination by Lessor pursuant to
and subject to the provisions of this Lease) and Lessor shall not accept any attempted surrender
unless prior written consent of any Leasehold Mortgagee shall have been obtained.
17. LEASEHOLD MORTGAGES
17.1 No Subordination. The fee estate and Lessor's interest under this Lease
shall not be subordinate to any Mortgage unless approved in writing by Lessor.
17.2 Subiect to Lease. All mortgages and all renewals, modifications,
consolidations, replacements and extensions thereof, shall be subject and subordinate to this
Lease. Each Mortgagee shall, as a condition precedent to approval by Lessor, execute such
instruments and/or documents as Lessor may request.
17.3 Crass -Col lateral ization Prohibited. This Lease shall not be cross -
collateralized to serve as additional security for any loan by any Mortgage, which is also secured
by real property other than the Lease Premises, the improvements thereon, any portion thereof or
any interest therein.
18. PAYMENTS AND NOTICES
Any payments or notices to be given or other documents to be delivered by either Party
under the terms of this Lease, or any law applicable hereto, must be either personally delivered
or placed in a sealed envelope, postage prepaid, addressed to the person on whom it is to be
served and deposited in the United States Mail in the State of California, duly certified, with
postage pre -paid, at the following addressed, or such other address as any party may designate by
providing notice to the other parties as provided herein:
23
"Lessor ":
Jeffrey C. Parker, City Manager'
City of Tustin
300 Centennial Way
Tustin, CA 92780
Cony to:
David Kendig, City Attorney
o..d u �- '
r
AAstton431v,& uiw4200
00911VMesap°' 49262&
"Lessee ":
Chief Professional Officer
Boys and Girls Clubs of Tustin
580 West Sixth Street
Tustin, CA 92780
19. ESTOPPEL CERTIFICATES
19.1 Lessee shall, upon prior request by Lessor, execute, acknowledge and
deliver to Lessor, or to such other persons who may be designated in writing by Lessor, an
estoppel certificate as requested by Lessor certifying that the Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full force and effect as
modified and stating the modifications) and, if so, other items requested by Lessor, including the
Lease Term, Commencement Date, Termination date, and rent amounts and such other matters
as requested by Lessor concerning the tenancy of Lessee.
19.2 Lessor shall, upon prior request by Lessee, execute, acknowledge and
deliver to Lessee, or such other persons who may be designated in writing by Lessee, an estoppel
certificate as requested by Lessee certifying that the Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and effect as modified
and stating the modifications) and, if so, other items requested by Lessee, including the Lease
Term, Commencement Date, the Termination date, and rent matters and such other matters as
requested by Lessee concerning the tenancy of Lessee.
20. LIMITATION ON LIABILITY
In consideration of the benefits accruing hereunder, Lessee and Lessor covenant and
agree, in the event of any actual or alleged failure, breach or default hereunder by Lessor: (a)
Lessee's sole and exclusive recourse shall be against Lessor's interest in the Lease Premises and
Lessee shall not have any right to satisfy any judgment which it may have against Lessor from
any other assets of Lessor; (b) no official, officer, employee, contractor, agent, beneficiary or
trustee of Lessor (each a "Lessor Party ") shall be sued or named as a party in any suit or action
(except as may be necessary to secure jurisdiction over Lessor and Lessor's interest in the Lease
Premises); (c) no service of process shall be made against any Lessor Party (except as may be
necessary to secure jurisdiction over Lessor and Lessor's interest in the Lease Premises); (d) no
24
Lessor Party shall be required to answer or otherwise plead to any service of process; (e) no
judgment will betaken against any Lessor Party; (f) any judgment taken against any Lessor Party
may be vacated and set aside at any time none pro tunc: (g) no writ of execution will ever be
levied against the assets of any Lessor Party; and (h) these covenants and agreements are
enforceable by Lessor and also by any Lessor Party.
21. QUIET POSSESSION
Upon Lessee paying the Rent and the other sums due hereunder and observing and
performing all the covenants, conditions, terms and provisions on Lessee's part to be observed
and performed hereunder, Lessee shall have quiet possession of the Lease Premises for the Term
hereof, subject to all provisions of this Lease.
22, GENERAL PROVISIONS
22.1 Consent to Jurisdiction and Applicable Law. The Parties hereto agree that
all actions and proceedings arising in connection with this Lease shall be tried and litigated
exclusively in the Superior Court of the County of Orange; State of California, in any other
appropriate court of that county, or in the United States District Court for the Central District of
California. This choice of venue is intended to by the Parties to be mandatory and not
permissive in nature.
The Lease shall be governed by, interpreted under, construed and enforced in
accordance with the laws of the State of California, irrespective of California's choice -of -taw
principles.
22.2 Legal Fees Should either party hereto institute any action or proceeding
in court to enforce any provision hereof or for damages by reason of any alleged breach of any
provision of this Lease, the prevailing party shall be entitled to receive from the losing party such
amount as the court may adjudge to be reasonable attorneys' fees for services rendered to the
prevailing party in such action or proceeding, subject to Lessor's Limitations on Liability
identified in Section 20.
22.3 Entire Agreement Waivers and Amendments. This Lease constitutes the
entire understanding and agreement of the Parties with respect to the matters set forth in this
Lease. This Lease superseded all negotiations and previous agreements and leases between the
Parties respecting this Lease, including but not limited to the Original Lease. No amendment,
change, modification or supplement to this Lease shall be valid and binding on any of the Parties
unless it is signed by the appropriate and authorized signatories of Lessee and Lessor.
22.4 Construction and Interpretation of Lease
22.4.1 The language in all parts of the Lease shall in all cases be
construed as simply, as a whole and in accordance with its fair meaning and not strictly for or
against any Party.
22.4.2 if any term or provision of the Lease, the deletion of which would
not adversely affect the receipt of the material benefit by any Party hereunder, shall be held by a
25
court of competent jurisdiction to be invalid or unenforceable, the remainder of the Lease shall
not be affected thereby and each other term and provision of the Lease shall be valid and
enforceable to the fullest extent permitted by law.
22.4.3 Any captions of the sections of subsections in this Lease are
inserted solely for convenience and reference only and shall not define, explain, modify,
construe, limit, amplify or aid in the interpretation, construction or meaning of any of the
provisions of the Lease.
22.4.4 As used in this Lease and as the context may require, the singular
includes the plural and vice versa and the masculine gender includes the feminine and vice versa;
the words "include" and "including" mean respectively "include, without limitation" and
"including, without limitation," and: "shall" be mandatory and "should" and "may" are
permissive.
22.5 Covenant of Co veration. The Parties shall cooperate with each other,
deal with each other in good faith and assist each other in the performance of the provisions of
this Lease. In the event of any legal action instituted by a third party or other governmental
entity or official challenging the validity of any provision of this Lease, the Parties agree to
cooperate in defending such action to the extent permitted by law,
22.6 No Partnership /Joint Venture. Nothing contained in this Lease shall be
deemed or construed to create a partnership, joint venture, joint enterprise or any other
relationship between the Parties hereto other than Lessor and Lessee according to the provisions
contained in this Lease, or cause Lessor to be responsible in any way for the debts or obligations
of Lessee.
22.7 No Waiver. The failure of Lessor to see redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed
a waiver by Lessor of its rights to such redress for a prior, concurrent, or subsequent violation of
the same or any other covenant or condition of this Lease. The receipt by Lessor of any Rent or
other Cost Reimbursements required of Lessee with knowledge of any preceding breach by
Lessor of any covenant, term or condition of this Lease shall not be deemed to have been waived
by Lessor.
22.8 Force Maieure Delays. If either Party shall be delayed or prevented from
performance of any act required by this Lease by reason of acts of God, blockades, rebellion,
war, insurrection, acts of terrorism, strikes or lockouts, freight embargo, inability to procure
materials, unusually severe weather, reasonably unforeseeable physical condition of the Lease
Premises including the presence of Hazardous Materials, fire, earthquake or other casualty, or
other cause, without fault and beyond the reasonable control of the Party obligation (financial
inability excepted), performance of such act shall be excused for the period of delay, and the
period for the performance of any such act shall be extended for a period equivalent to the period
of such delay; provided however, that if any Party ("First Party ") believes that an extension of
time is due to Force Majeure Delay, it shall notify the other Party (the "Second Party ") in writing
within at least thirty (30) days from the date upon which the First Party becomes aware of such
Force Majeure Delay, describing the Force Majeure Delay, when and how the First Party
26
obtained knowledge thereof, the date the event commenced, the steps the First Party anticipates
taking to respond to such Force Majeure Delay, and the estimated delay resulting from such
Force Majeure Delay and response. The extension of Force Majeure Delay shall be granted or
denied in the Second Party's reasonable discretion. If the Second Party's decision with respect
to such request is disputed by the First Party, the matter may be resolved in accordance with
Section 22.1 hereof. If the First Party fails to notify the Second Party in writing of its request for
Force Majeure pursuant to this Section, there shall be no extension for such Force Majeure
Delays. Nothing in this Section shall excuse Lessee from prompt payment of rent or other Cost
Reimbursements required by Lessee except as may be expressly provided elsewhere in this
Lease.
22.9 Binding Effect. This Lease and its terms, provisions, promises, covenants
and conditions hereof shall be binding upon and shall inure to the benefit of the Parties hereto
and their respective heirs, legal representatives, and any successors and assigns approved in
writing by Lessor.
22.10 f9unterparts. This Lease may be executed in two or more separate
counterparts, each of which when so executed shall be deemed to be an original. Such
counterparts shall, together, constitute and shall be one and the same instrument. The Lease shall
not be effective until execution and delivery by the Parties of at least one full set of counterparts.
22.11 Memorandum of Lease. The Parties shall execute and record a
Memorandum of Lease in a form and content attached hereto as Exhibit B.
IN WITNESS WHEREOF, Lessor has, by action of the City of Tustin City Council,
authorized this Lease to be executed for and on behalf of the City of Tustin by the City Manager
or Assistant City Manager, and Lessee has caused the same to be executed by its duly authorized
officer on the date first above written.
"LESSOR"
CITY OF TUSTIN, CALIFORNIA
Dated:
BY:.
City Manager
APPROVED AS TO FORM ATTEST:
Woodruff, Spradlin & Smart it
an
David Kendi
City Attorney
394733.9
27
City Clerk
"TENANT"
BOYS' AND GIRLS' CLUB OF TUSTIN
By:
Name:
Its:
C
Name:
Its:
28
EXHIBIT "A"
LEASE PREMISES
LEGAL DESCRIPTION
Real property in the City of Tustin, County of Orange, State of California, described as follows:
PARCEL 2, AS SHOWN ON EXHIBIT "B" OF THAT CERTAIN "APPLICATION FOR LOT
LINE ADJUSTMENT NO, 83-1" RECORDED AUGUST 22, 1983 AS DOCUMENT NO. 83-
366230 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN: 401 - 341 -06
EXHIBIT B
CITY OF TUSTIN OFFICIAL
BUSINESS REQUEST
DOCUMENT TO BE
RECORDED AND TO BE
EXEMPT FROM RECORDING
FEES PER GOVERNMENT
CODE 6103 AND 27383.
Recording requested by and
when recorded mail to:
Assistant City Manager
The City of Tustin
300 Centennial Way
Tustin, CA 92780
MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE ( "Memorandum of Lease ") is made as of
2014 ("Lease Effective Date ") by and between the CITY OF TUSTIN, a
municipal corporation of the State of California (the "City" or "Lessor "), and the BOYS' AND
GIRLS' CLUB OF TUSTIN, a non - profit, charitable California corporation ( "Tenant ") to
confirm that the City and Tenant have entered into that certain Lease dated as of the Lease
Effective Date affecting the real property described below.
1. Pronerty Affected by the Lease
1.1 The "Lease Premises " affected by the Lease is located in the City of Tustin,
County or Orange, California which land is legally described as set forth in Attachment A.
1.2 All terms, covenants, conditions, restrictions and obligations set forth in the Lease
are incorporated herein by this reference as though fully set forth.
2. Public Documents. The documents constituting the Lease are public documents and
may be reviewed at the official offices of the City.
3. Interpretation: Notice. This Memorandum of Lease is prepared for recordation and
notice purposes only and in no way modifies the terms, conditions, provisions and covenants of
the Ground Lease. In the event of any inconsistency between terms, conditions, provisions and
covenants of this Memorandum of Lease, the terms, conditions, provisions and covenants of the
Lease shall prevail.
IN WITNESS WHEREOF, the City and the Tenant have signed this Memorandum of
Lease as of the Lease Effective Date.
90307:6391301.3 —2_
yr. sy
"LESSOR"
CITY OF TUSTIN, CALIFORNIA
By:
Jeffrey C. Parker
City Manager
ATTEST: Dated:
City Clerk
APPROVED AS TO FORM
Woodruff, Spradlin & Smart
0
David Kendig
City Attorney
"TENANT"
BOYS' AND GIRLS' CLUB OF TUSTIN
um
Name:
Its:
By:
Name:
Its:
90307:6391301.3 _3_
..as
STATE OF CALIFORNIA }
COUNTY OF ORANGE ) ss.
On before me, a Notary Public
in and for said state, personally appeared
personally known to me (or proved to me on
FOru s of satisfactory evidence) to be the person whose name is subscribed to the within
ent and acknowledged to me that he /she executed the same in his/her authorized capacity,
by his /her signature on the instrument, the person, or the entity upon behalf of which the
Pod
acted, executed the instrument.
(SEAL)
I ",
WITNESS my hand and official seal.
Notary Public in and for said
State
STATE OF CALIFORNIA )
COUNTY OF ORANGE } ss,
On before me, a Notary Public
in and for said state, personally appeared
, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
(SEAL)
`•l I
MEMORANDUM OF LEASE - ATTACHME \T A
Legal Description of Lease Premises
Real property in the City of Tustin, County of Orange, State of California, described as follows:
PARCEL 2, AS SHOWN ON EXHIBIT "B" OF THAT CERTAIN "APPLICATION FOR LOT
LINE ADJUSTMENT NO. 83 -1" RECORDED AUGUST 22, 1983 AS DOCUMENT NO. 83-
366230 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN: 401 - 341 -06
Exhibit C
Preliminary Title Report issued to Lessee
(See Section 16.2)