02-04-2014 - Agreement with MV Transportation to Lease Space at City Yard for Operations of West Covina Transit SystemTO: Mayor and City Council
FROM:
BY:
Christopher J. Chung
City Manager
City of West Covina
Memoranduin
AGENDA
ITEM NO 5
DATE February 4, 2014
Chris Freeland, Deputy City Manager/Community Services Director
SUBJECT: AGREEMENT WITH MV TRANSPORTATION TO LEASE SPACE AT THE
CITY YARD FOR THE OPERATIONS OF THE WEST COVINA TRANSIT
SYSTEM
RECOMMENDATION:
It is recommended that the City Council approve the attached lease agreement and authorize the
Mayor and City Clerk to execute the agreement, allowing MV Transportation to lease space at the
City Yard.
DISCUSSION:
At the December 17, 2013, City Council meeting, the City Council approved an Award of Bid for
the City of West Covina Transit System (Dial -A -Ride and Fixed Route Bus) to MV Transportation,
Inc. MV Transportation is to begin transit services on March 3, 2014.
City staff has been meeting with MV Transportation on providing the community a smooth
transition in transit service. One of the discussion points has been MV's proposal to lease a facility
in El Monte to store the City of West Covina's transit vehicles and an office to operate the City's
transit dispatching from. City staff prefers to have the vehicles stored and dispatching services
within West Covina. MV Transportation supports this concept and is proposing to lease space at
the City Yard (825 South Sunset Avenue) instead of the El Monte facility.
MV Transportation is proposing to lease space at the City Yard to store vehicles and a portable
office building at $2,700 per month. MV has indicated that this is approximately the same rent they
would be paying in El Monte.
The salient points of the proposed lease agreement as follows:
• Leased Space: Storage of the City's nine transit vehicles and a portable office building (450
square feet) in a mutually agreed to location at the City Yard. See Exhibit "A" of the Lease
Agreement (Attaclunent No. 1). Total leased area of 4,500 square feet.
• Rent: Rent for the leased space of $2,700 per month ($0.60 a square foot per month).
• Term: Lease of five years with the option of two additional one year extensions to coincide
with the Transit Services Agreement adopted in December 2013.
• Utilities: MV Transportation will be responsible for all costs associated with the installation
and usage of utilities. If separate meters are unable to be connected, MV and the City will
agree to a monthly utility costs based on usage reflected on the City of West Covina's utility
bill.
• Miscellaneous Provisions: MV will be responsible for all other costs associated with
leasing of the space, including any property taxes from possessory interest, etc. MV will
also have appropriate insurance coverage.
• 0
FISCAL IMPACT:
As part of City staff s due diligence, City staff has also completed a market summary on comparable
ground lease rates in the area. Attached is a spreadsheet (Attachment No. 2) verifying MV is paying
above the average monthly rent ($0.19 a square foot per month) for the region.
In addition, the City of West Covina will save on fuel costs from transporting the vehicles back and
forth from El Monte each day. The approval of the lease agreement will generate approximately
$32,400 in annual General Fund revenues to the City of West Covina.
Prepared by:
C22Z��
Chris Freeland
Deputy City Manager/Community Services Director
Attachments:
Attachment No. 1 — Proposed Lease Agreement
Attachment No. 2 - Ground Lease Market Rents
0 Attachment No. I
LEASE AGREEMENT
between
CITY OF WEST COVINA
Landlord
and
MV TRANSPORTATION, INC.
Tenant
Dated: JANUARY 22, 2014
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TABLE OF CONTENTS
1.
FUNDAMENTAL LEASE PROVISIONS . ...........................1
2.
LEASED PREMISES.........................................9
3.
LANDLORD'S WORK AND OTHER CONSTRUCTION...................2
4.
TERM....................................................9
5.
RENT....................................................�
6.
COMMON Access AREAS.....................................3
7.
PERMITTED USE . ......................................... .3
8.
OPERATION OF BUSINESS...................................4
9.
LANDLORD'S COVENANTS....................................4
10.
LIENS...................................................5
11.
MAINTENANCE AND REPAIRS.................................5
12.
ALTERATIONS BY TENANT...................................6
13.
INDEMNIFICATION................................I.........6
14.
INSURANCE...............................................6
15(A)
MINOR INSURED DAMAGE....................................6
15(B)
UNINSURED DAMAGE ON INSURED SUBSTANTIAL DAMAGE. .........7
15(C)
DAMAGE NEAR END OF TERM.................................7
15(D)
CONTINUED OPERATION BY TENANT . ..........................7
15(E)
DEFINITIONS.............................................7
16.
HANDLING CHARGE.........................................7
17.
ASSIGNMENT AND SUBLETTING . ..............................8
18.
ENTRY BY LANDLORD.......................................8
19.
UTILITIES...............................................8
20.
BANKRUPTCY . ...................................... ......9
21.
HOLDOVER................................................9
11
WAIVERS.................................................9
3.
WAIVER OF CLAIMS........................................9
2)4.
NOTICES.................................................9
�5.
RELATIONSHIP OF PARTIES................................10
?7.
TAXES..................................................10
?8.
DELAYS IN PERFORMANCE..................................11
-9.
MANNER AND PLACE OF PAYMENTS . ..........................11
30.
DELINQUENT PAYMENTS....................................11
31.
DEFAULT................................................11
A CUMULTIVE RIGHTS......................................13
33.
SUBORDINATION..........................................13
34.
EMINENT DOMAIN.........................................14
35.
CONTINUOUS OCCUPANCY...................................15
36.
BINDING AGREEMENT . .....................................
15
37.
ESTOPPEL CERTIFICATES..................................15
38.
GOVERNING LAW..........................................15
39.
MULTIPLE COUNTERPARTS..................................15
40.
DEFINITIONS............................................15
41.
SALE OR UNDERLYING LEASE................................16
42.
PARAGRAPH TITLES.......................................16
43.
SEVERABILITY...........................................16
44.
TIME OF ESSENCE........................................16
45.
LANDLORD'S RIGHT TO CURE...............................16
46.
SECURITY DEPOSIT.......................................17
47.
BROKERS . ...............................................
17
48.
NUMBER AND GENDER......................................17
49.
ENTIRE AGREEMENT.......................................17
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50. SURRENDER...............................................18
51. ENVIRONMENTAL MATTERS..................................18
5?. EXHIBITS...............................................19
53. NON-DISCRIMINATION CLAUSE . .............................19
54. NO RELOCATION OBLIGATIONS TO TENANT BY LANDLORD UPON
TERMINATION OF.LEASE OR VACATION OF PREMISES BY
TENANT.................................................19
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "C-1"' & "C-?"
LIST OF EXIIIBITS
IV
LEASED PREMISES
TENANT IMPROVEMENTS
PORTABLE OFFICE/A-DMIN
BUILDING
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LEASE AGREEMENT
THIS LEASE is dated for reference purposes only as of January 22, 2014, by and is entered
into by and between The City of West Covina ("Landlord") and INT\1 Public Transportation, Inc.
("Tenant").
WITNESSETH:
1. FUNDAMENTAL LEASE PROVISIONS.
Each of the following subparagraphs is individually referred to in this lease as a
"Fundamental Lease Provision" and is contained in this paragraph for convenience. Each reference
in Ibis lease to a Fundamental Lease Provision shall be construed to incorporate all of the terms of
such Fundamental Lease Provision. In the event of any conflict between a Fundamental Lease
Provision and any other provision of this Lease, such other provision shall govern.
(a) Landlord: The City of West Covina
(b) Landlord's Address for Notices and Rent Payments:
City of West Covina
Attn: City Manager
1444 West Garvey Avenue
West Covina, CA 91790
(c) Tenant: MV Public Transportation, Inc.
(d) Tenant's Address for Notices:
Joe Escobedo, Sr. Vice President
MV Public Transportation, Inc.
5910 N. Central Eapy, Ste. 1145
Dallas, TX 75206
With copy to: Office of the General Counsel
(e) Tenant's Trade Name:
(f) Address of Premises:
A Portion of the City Yard located at
825 South Sunset Avenue
West Covina, CA 91791
(g) Approximate Number of Feet in Premises: 4.500 Square Feet
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(h) Length of Lease Term: Sixty Months, with two one-year extension options.
(i) Rent: Two Thousand Seven Hundred Dollars ($2,700.00) per month
(j) Permitted Use of Premises: A portable administrative and dispatch office;
employee break room and storage of approximately nine transportation velvcles
used by Tenant only directly in connection with that certain TRANSPORTATION
AGREEMENT FOR THE PROVISION OF FIXED ROUTE SHUTTLE
SERVICES AND DIAL -A -RIDE SERVICES FOR THE CITY OF V7EST
COVINA, entered into betAveen Landlord and Tenant on December 1, 2013.
Peirnitted Use of the Premises excludes maintenance of vehicles of an), kind except
washing of vehicles. Tenant shall assure that washing of vehicles complies with
water quality control standards of all agencies with jurisdiction over such activities.
(k) Security Deposit: $2,700.00.
(1) Commencement Date of Lease Term: March 1, 2014.
LEASED PREMISES.
Landlord hereby leases to Tenant, and Tenant hereby leases fi-om Landlord, the premises
whose address is set forth as a Fundamental Lease Provision in paragraph 1()9 and which premises
are situated in the location outlined in red on the site plan attached to this lease as Exhibit A. Such
premises are referred to in this lease as the "Premises". The Premises contains the approximate
number of square feet of floor space which is set forth as a Fundamental Lease Provision in
paragraph
3. LANDLORD'S WORK AND OTHER CONSTRUCTION.
Tenant acknowledges that, except as expressly provided in Exhibit B to this lease, Landlord
has made and by this lease makes no representations or agreements as to either (a) the remodeling,
equipping, alteration, or improvement of the Premises as they now exist, (b) the construction of any
improvements in the Premises other than such improvements as presently are in existence therein.
Notwithstanding the foregoing, Landlord shall deliver the Premises in a safe condition and in
compliance with local zoning laws and other applicable regulations.
4. TERM.
This lease shall be for the tern set forth as a Fundamental Lease Provision in paragraph
.1(h), unless sooner terminated pursuant to the provisions of this lease. The commencement date of
the tern of this lease (the "Commencement Date") shall be that date set forth as a Fundamental
Lease Provision in paragraph I O; provided, that if Tenant opens for business in the Premises prior
to the Commencement Date, then the period from the date of Tenant's opening for business in the
Premises to the Commencement Date shall be added to and become a part of the term of this lease.
If Landlord delivers possession of the Premises to Tenant prior to the Cornrnencement Date, then
notwithstanding any other provision of this lease all of Tenant's obligations under this lease other
s 0
than the payment of rent shall commence on the date on which Landlord delivers possession of the
Premises to Tenant. Tenant may enter possession of the Premises for the purpose of commencing
the Tenant improvements described in Exhibit "B" upon execution of this Lease by all parties. For
all purposes of this lease, the phrase "lease year" shall mean the twelve (12) months commencinla
on the first day of the first fiill calendar month of the tens of this lease and on each succeeding
anniversary of each day.
If Tenant desires to exercise an), of the extension options described in paragraph 1(h),
Tenant must <iJve Landlord written notice of such extension at least 60 days prior to the expiration
of the lease terns or any, extension term.
5. RENT.
For each lease year during the term of this lease, and on a. pro rasa basis for any partial lease
year; Tenant shall pay to Landlord rent in the amount set forth as a Fundamental Lease Provision in
paragraph 1(j) (the "Rent"). The Rent shall be payable in advance in equal monthly installments on
the first day of each calendar month during the teiln of this lease. The monthly installment of Rent
for any period during the term of this lease prior to the commencement of the first lease year and for
any other period of less than a calendar month shall be prorated on a daily basis and shall be paid by
Tenant to Landlord within five (5) days after the commencement of the period for which it is due.
6. COMMON ACCESS AREAS.
In addition to the occupancy of the Premises, Tenant and Tenant's employees, agents,
customers; and invitees also shall have the right to the non-exclusive use of, access roads,
driveways, and sidewalks necessary to access the Premises which may be located from tune to time
in the City Yard. Such parking areas, access roads, driveways and sidewalks collectively are
refen-ed to in this lease as the "Common Access Areas". Such use of the Common Access Areas at
all times shall be subject to such reasonable rules and regulations as Landlord. from time to time
may establish; and Tenant shall abide by all such rules and regulations established by Landlord.
Landlord shall have the right in its sole and absolute discretion, without the consent or approval of
Tenant, at any time from time to time (1) to enter into, modify, and terminate easements and other
agreements pertaining to the use and maintenance of the Common Access Areas; (ii) to close
temporarily or permanently any or all portions of the Common Access Areas; (iii) to change the
dimensions, configurations, and locations of the Common Access Areas. No exercise by Landlord
of any rights herein reserved shall be deemed to be constructive or actual eviction of Tenant or
entitle Tenant to any compensation or damages from Landlord for any injury, inconvenience, or loss
of business or to the abatement of any Rent. Tenant shall not use any portion of the Common
Access Areas for the conduct of its business or for the solicitation of business without the prior
written consent of Landlord. Tenant shall require its employees to pars: their motor vehicles only in
the public parking lot outside of the City Yard as depicted on Exhibit "A."
7. PERMITTED USE.
Tenant may use the Premises only for the permitted use set forth as a Fundamental Lease
Provision in paragraph 1(j) and for no other purpose. Tenant agrees at all times to conduct its
0 a
business in the Premises in a dignified, ethical, responsible, and reputable manner consistent with
the highest standards of service and at all times to comply with all laws, ordinances, and
governmental regulations (whether now existing or hereafter enacted or adopted) affecting the
Premises and its cleanliness, safety, occupancy, and use. Without limiting the foregoing, Tenant
shall not use or occupy the Premises unless and until a Certificate of Occupancy permitting Tenant's
use and occupancy has been issued by the appropriate governmental authority and remains in effect;
any and all conditions and requirements of the Certificate of Occupancy have been complied with,
and Landlord has received a copy of the Certificate of Occupancy and evidence of such compliance.
Tenant shall prohibit its customers from loitering or congregating in the Premises or the Common
Access Areas and from becoming a nuisance or otherwise disturbing the other uses of the City
Yard. Tenant agrees not to do or omit to do anything which will cause an increase in the premiums
for the casualty insurance which Landlord maintains on the City Yard or the Premises over and
above the premiums which otherwise would be in effect for such insurance or which would cause
the cancellation of any such insurance. Tenant shall pay Landlord on demand any increase in the
insurance premiums on the City Yard or the Premises on account of any extra risk caused by
Tenant's use of the Premises upon Landlord's furnishing of evidence of the increased premium cost
as a result. of Tenants activity.
If Tenant's drivers test back-up signals, horns, etc. each morning, such tests shall be
performed away from neighboring residential units at a safe location jointly determined by
Landlord and Tenant.
Transportation vehicles are to be parked along the southern wall of the City Yard as
designated by the Landlord.
The location of the portable office/dispatch building shall be jointly determined by the
Landlord and Tenant and be designated on Exhibit "A."
8. OPERATION OF BUSINESS.
Tenant shall (a) conduct its business in the entire Premises; (b) keep the Premises and both
the exterior and interior portions of walls, windows, doors, and glass or plate glass fixtures therein
in neat, clean, sanitary, and safe conditions; (c) not place or permit any radio or television antenna,
loud speaker, or sound amplifier, or any phonograph or other devices similar to any of the
foregoing; on the roof or outside of the Premises or at any other place where it may be seen or heard
outside of the Premises; and (k) not penrrrit noise, sounds, activities, odors, or disturbances within
the Premises which interfere or are likely to interfere with the use of others in the Cite Yard.
Tenant agrees not to do or permit anything to be done which will interfere with the quiet enjoyment
of other users or occupants of the City Yard. If Tenant's trade name is set forth as a Fundamental
Lease Provision in paraq,)-raph 1(e), then Tenant shall not conduct its business in the Premises under
any other trade name without first obtaining Landlord's written consent to such change of trade
name.
9. LANDLORD'S COVENANTS.
Landlord covenants that it is the owner of the City Yard and that Landlord has hill power
d.
and authority to make this lease with Tenant. Landlord further covenants that Tenant, upon the
complete and timely payment of all rent and performance of all of Tenant's other obligations under
this lease, shall peacefully and quietly have, hold, and enjoy the occupancy of the Premises
throughout the tern of this lease or until this Iease is sooner terminated in accordance with its
provisions without any disturbance fi-om Landlord or anyone claiming by, through, or under
Landlord.
10. LIENS.
Tenant shall have no authority to cause or permit a mechanic's, construction, or other lien to
arise or be perfected with respect to the Premises or any part thereof, and Tenant shall so advise any
contractor performing any work or providing any materials for Tenant in or with respect to the
Premises- If any mechanic's; construction, or other lien is :tiled against the Premises or any part
thereof for any reason whatsoever by reason of Tenant's acts or omissions or because of a claim
against Tenant, then Tenant shall cause such lien to be canceled and discharged of record by bond
or otherwise within ten (10) days after written request by Landlord.
11. NJAINTENANCE AND REPAIRS.
The Premises does not include buildings or structures, but only vacant land. Tenant intends
to erect a portable office/administrative building or trailer on the Premises. Tenant shall be solely
responsible for the erection, permitting, and maintenance of the portable office/administrative
building and all associated utilities and appurtenances. Tenant at its expense shall repair any
damage to any portion of the Premises caused by the acts or omissions of Tenant or any of Tenant's
contractors, employees, agents, customers, or invitees. Tenant at its expense shall keep and
maintain the Premises in good condition and repair at all times during the term of this lease in such
manner as Landlord and any insurer of the Premises reasonably may require and also as may be
required to comply with all applicable laws, ordinances, rules, and regulations of any federal, state,
or local governmental agency or subdivision having jurisdiction over the Premises. Tenant's
responsibilities under this paragraph shall include but are not limited to all plate glass windows and
doors in the Premises, fronts of the Premises, and the fixtures and equipment seining or constituting
a part of the Premises (including but not limited to the lighting, heating, air conditioning,
ventilating, plumbing, electrical, sewer, and other mechanical systems and equipment serving the
Premises). Tenant at its expense promptly shall male any and all repairs and replacements to the
Premises and to the fixtures and equipment serving or constituting a part thereof which may be
required to comply with the obligations of Tenant under this paragraph, in each case in a good and
wort rmanlike manner using materials, fixtures, and equipment whose quality is at least equal to that
of the materials, fixtures, and equipment being repaired or replaced. Upon the expiration or
termination of this lease, Tenant shall deliver the Premises and the fixtures and equipment
constituting a part thereof (excluding Tenant's trade fixtures) to Landlord in good condition and
repair, reasonable wear and tear excepted. Notwithstanding the foregoing provisions of this
paragraph, Landlord and Tenant agree that this paragraph shall not be applicable to any damage to
or destruction of the Premises falling within the scope of para.-graphs 15(4) thru 15(E) (dealing
with insured and uninsured casualties) paragraph 34 (dealing with eminent domain), which
damage or destruction shall be governed by the provisions of those other paragraphs.
5
0 •
12. ALTERATIONS BY TENANT.
This Lease contemplates that Tenant will provide a portable office/administrative structure
on the premises. Tenant shall obtain the written approval of Landlord for the size and location of
such portable structure prior to its placement on the Premises. The portable office/administrative
shall substantially comply with Exhibits "C-l" and "C-2" attached hereto and incorporated herein
b1, this reference.
13. INDEIy[NIFICATION.
Tenant agrees to defend and indemnify Landlord., governing board members, agents; and
employees against and to bold Landlord, governing board members, agents, and employees
harmless from any and all claims or demands of any third party arising from or based upon any
alleged act; omission, or negligence of Tenant or Tenant's contractors, agents, invitees, customers,
employees, or anyone else for whom Tenant may be or alleged to be responsible. In the event that
Landlord shall, without fault on its part, be made a party to any litigation commenced by any- third
party against Tenant, then Tenant shall defend and hold Landlord, governing board members,
agents, and employees harmless from such litigation and shall pay all costs; expenses, and
reasonable attorneys' fees incurred or paid by Landlord, governing board members, agents and
employees; in connection with such litigation, together with any judgments rendered against
Landlord, governing board members, agents, and employees.
14. INSURANCE.
Tenant at its expense at all times during the term of this lease and any other period of
occupancy of the Premises by Tenant shall obtain and keep in force with respect to the Premises
general public liability insurance in forna customarily written for the protection of owners,
landlords; and tenants of real estate, with Landlord, Landlord's agent, as additional insureds, which
insurance shall provide coverage of not less than $1,000,000 for each occurrence of bodily injury or
property damage. Tenant also shall carry such personal injury and special liability insurance
covera0 es, including but not limited to premises -operations, products and professional liability
coverages as may be customary or appropriate with respect to Tenant's business or as Landlord
reasonably may require and shall include Landlord and Landlord's agent as an additional insured
thereof. Tenant understands and acicnowled-es that the insurance that Landlord obtains and keeps
in force will not cover any of Tenant's property, including but not limited to leasehold
improvements. Tenant shall notit}f Landlord in writing 20 days in advance of the cancellation of
any insurance required under this Section 14. Prior to Tenant's taking possession of the Premises,
Tenant shall furnish to Landlord appropriate certificates evidencing that such insurance is in force
1 5(A) It41NOR INSURED DAMAGE.
Subject to the provisions of paragraph 15(C), if at any time during the tern hereof, the
Premises is damaged and such damage is not "substantial", as that term is defined in paragraph
15(E), and such damage was caused by an insured casualty, then Landlord shall promptly repair
such damage and this I..ease shall continue in full force and effect, unless such damage was caused
by Tenant's neglect, or wi]1 ful act or omission in which event Tenant shall promptly repair such
I
s
damage.
15(B) UNINSURED DAMAGE ON INSURED SUBSTANTIAL DAMAGE.
Subject to the provisions of paragraph 15(C), if at any time during the tern hereof, the
Premises are damaged and (1) such damage is "substantial", as that tern is defined in parogral)h
1 5("E), and damage was caused by an insured casualty, or (ii) regardless whether such damage was
substantial as so defined, such damage was caused by a casualty not insured against by Landlord,
then Landlord may, at its option, either (a) repair such damage and restore the Premises at
Landlord's expense in which event this Lease shall continue in full force and effect, or (b) cancel
and terminate this Lease on the date that Tenant vacates the Premises, Unless such damage was
caused by Tenant's neglect, willful act or omission, in which event Tenant shall promptly repair
such dainage. In such instance, Tenant shall be entitled to a pro -rated refund of any paid Rent.
1 5(C) DAMAGE NEAR END OF TERM.
Notwithstanding anything to the contrary contained in this parag7 -aph 15, if the Premises
are destroyed or damaged during the last year of the tei7n of this Lease, or any extension thereof,
Landlord may at its option cancel and terminate this Lease as of the date of the occurrence of such
damage by giving written notice to Tenant of its election to do so within thirty (M) days after the
date of occurrence of such damage. If Landlord cancels the Lease, Tenant shall be entitled to a pro-
rated reftind of any paid Rent.
1 5(D) CONTINUED OPERATION BY TENANT.
If the Premises are destroyed or damaged and Landlord repairs or restores them pursuant to
the provisions of this paragraph, Tenant shall continue the operation of its business in the Premises
to the extent reasonably practicable fi-om the standpoint of prudent business management. Landlord
shall allow a reasonable rental adjustment to Tenant based on the condition of the Premises and the
disruption to Tenant's business activities. "Tenant shall have no claims against Landlord for any
damage suffered by Tenant by any reason of any damage, destruction, repair or restoration of the
Premises. Upon completion of such repair or restoration Tenant shall promptly refixtu e the
Premises substantially to the condition prior to the casualty and shall reopen for business if closed
by the casualty.
15(E) DEFINITIONS.
(a) For the purpose of this paragraph "substantial" damage in the Premises shall be deemed
to be damage to the building of which the Premises, wherein the cost of repair as estimated by
Landlord exceeds five percent (5%) of the then estimated replacement cost of such damaged
improvements. (b) The determination in good faith by Landlord of the estimated cost of repair of
any damage or of the estimated replacement cost of - any building shall be conclusive for the purpose
of this paragraph.
16. HANDLING CIIARGE.
7
i
Tenant shall pay to Landlord on demand a handling charge of Twenty-five Dollars (S25.00)
for any check given to Landlord by Tenant for payment of any sums due hereunder which is
dishonored by Tenant's bank for any reason.
17. ASSIGNMENT AND SUBLETTING.
Tenant shall have no right to assign this lease or to sublet the Premises without the prior
written consent of Landlord, \,\,hich consent shall not be unreasonably withheld; provided, that if
iandlord in its absolute discretion gives such consent, then Tenant shall remain primarily liable to
Landlord for the payment of the rent and the performance of all of Tenant's other obligations under
this lease for the remainder of the term of this lease. Tenant shall not allow or pernzit any transfer
of this lease, or of any interest in or rights under this lease, by operation of law and shall not
mortgage, pledpe, or encumber this lease or any interest herein. For purposes of this paragraph, a
chance in control of Tenant shall be deemed to be an assignment of this lease requiring Landlord's
prior written consent. If Landlord consents to an assignment of this lease by Tenant, then such
consent shall apply only to the remainder of the then current term of this lease and not to any
subsequent periods as to which Tenant has an unexercised option to extend the term of this lease;
and any such option or options shall be of no further force or effect after such assignment has been
consented to by Landlord. Landlord shall have the absolute right, exercisable in its sole discretion
for any reason, to withhold any consent which may be required under this paragraph.
18. ENTRY BY LANDLORD.
Landlord shall have the right to enter upon the Premises at all reasonable hours for the
Purpose of inspecting the Premises, for the purpose of malting repairs, additions, or alterations
thereto, or for any other lawful purpose; provided that such entry shall not unreasonably interfere
with the conduct of Tenant's business.
19. UTII:ITIES.
Tenant shall pay for all gas, water, electricity, telephone, and other utility services used or
consumed in or about or furnished to the Premises during the term of this lease and shall pay all
sewer use fees or similar charges made or imposed with respect to or against the Premises during
the term of this lease. Tenant shall hold Landlord and the Premises harmless from all liens,
charges, and costs with respect to such items. Tenant agrees that it will not install any equipment
which will exceed or overload the capacity of any utility facilities serving the Premises and that if
any equipment installed by Tenant requires additional utility facilities, such additional utility
facilities shall be installed at Tenant's expense in accordance with plans and specifications approved
in writing in advance by Landlord. Landlord shall not be liable for any interruption in the supply of
any utilities to the Premises or for any damage caused either to the electrical system or to Tenant's
equipment in the Premises by any power surge. Landlord does not guarantee the availability of any
utilities. If Landlord provides any of such utility services to Tenant because they are not or cannot
be separate Win etered or billed to Tenant, then Tenant shall pay to Landlord, within ten (10) days
after receiving a statement therefor from Landlord, Tenant's equitable share for the billing received
by Landlord for such utility service, which share shall be determined by Landlord in its sole
discretion taking into account such factors, including but not limited to the nature of Tenant's
N.
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business, as Landlord reasonably may consider to be appropriate.
20. BANhRUPTM .
In the event Tenant becomes the subject of voluntary or involuntary proceedings under the
federal bankruptcy statutes as in effect fi-om time to time, Landlord shall have all of the rights and
remedies which are available to a landlord under such statutes in such an event. Such event also
shall constitute a default under this lease, and Landlord thereupon may exercise all of its rights and
remedies under paraJraj)h 31 unless prohibited fi-om doing so by such statutes.
1. I-1OI-DOVER.
In the event that Tenant remains in possession of the Premises after the expiration or
termination of this lease, then Tenant shall be deemed to be occupying the Premises as a Tenant
ti-om month -to -month, subject to all of the conditions, provisions, and obligations of this lease, but
without any rights to extend the tern of this lease; provided, that the Rent payable by Tenant during
an), such period of holdover shall be computed at a rate of 1215% of the Rent payable by Tenant
during the lease year most recently ended. Landlord's acceptance of rent from Tenant in such event
shall not alter the status of Tenant as a month -to -month tenant whose occupancy of the Premises
may be terminated by Landlord at any time upon one month's notice in advance.
WAI _ERS.
One or more waivers by Landlord or Tenant of a breach of any covenant or condition by the
other of them shall not be construed as a waiver of a subsequent breach of the same covenant or
condition, and the consent or approval by Landlord or Tenant to or of any act by either requiring the
other's consent or approval shall not be deemed to waive or render uiulecessary either party's
consent to or approval of any subsequent similar act by the other party. No waiver or consent of
either party shall be binding unless in writing, and Landlord's acceptance of rent with Imowledge of
the existence of any breach of this lease by Tenant shall not constitute a waiver of such breach.
�. WAIVER OF CLAIMS.
Each party hereto hereby waives an_), and all claims for or rights of recovery which such
party or anyone claiming through such party may have against the other party hereto (or such other
party's officers, agents, or employees) for or with respect to any loss of or damage to such waiving
party's property or for any business interruption which is insured or indemnified under valid
insurance policies, whether or not such loss, damage, or business interruption is caused by the
negligence of such other party or such other party's officers, agents, employees, or any other person
or persons for whose actions such other party may be responsible or liable; provided, that the
foregoing waiver shall be effective only to the extent of the insurance proceeds actually collected
under such policies in respect of such loss, damage, or business interruption and only when
permitted by the applicable insurance policy.
24. NOTICES.
9
Whenever under this lease a provision is made for notice of any hind, such notice and the
service thereof shall be deemed sufficient if such notice to Tenant is in writing` addressed to Tenant
at the address set forth as a Fundamental Lease Provision in 1)c17-agraph I (d) and is delivered
personally or sent by overnight express delivery or by United States certified mail, return receipt
requested, with postage prepaid and if such notice to Landlord is in writing addressed to Landlord
at the address set forth as a Fundamental Lease Provision paragraph I (b) and is delivered
personally or sent by overnight express delivery or by United States certified. mail, return receipt
requested, with postage prepaid. Either party may by written notice to the other party change the
address at which it wishes to receive any notice given under this lease. Any notices sent by certified
mail shall be deemed given forty eight (IS) hours after mailing.
-)5. RELATIONSIIIP OF PARTIES.
Nothing contained in this lease shall be deemed or construed by Landlord or Tenant, or by
any third party, to create the relationship of principal and agent or of partnership or of joint venture
between Landlord and Tenant.
26. NO LIABILITY OF LANDLORD.
Landlord shall not be responsible or liable to Tenant or anyone claiming through Tenant for
any loss or damage that may be caused by or through the acts or omissions of persons occupying
premises adjacent to the Premises or in any other part of the City Yard (or of their employees,
agents, or invitees) or for any expense, loss, or damage sustained by Tenant or anyone claiming
through Tenant Ii-om (a) the bursting, stoppage or leaking of water, gas, sewer or steam pipes,
downspouts, tanks, drains, or fixtures wherever located, (b) broken glass, (c) water, snow, or ice
upon the City Yard or any portion thereof, (d) theft or other dishonest act by anyone other- than
Landlord, (e) water, wind, or other weather or natural condition or event, or (f) defects in the
Premises or any fixtures or equipment therein which Landlord has not expressly agreed in writing
to remedy.
27. TAXES.
Landlord is a public entity exempt fi-om property taxes and other taxation. To the extent
that the Premises or the City Yard becomes charged with a tax, charge or assessment due to the
operations of Tenant, and which otherwise would not have been payable by Landlord, Tenant shall
pay to Landlord as additional rent, the amount of any such tax, charge or assessment prior to its due
date. Each party shall give the other party written notice of the receipt of any such claim or bill for
taxes, charges or assessments within five days of receipt of such notice of tax, charge or assessment.
Tenant shall be responsible for and shall pay, before the same become delinquent, all federal, state,
county and local taxes (other than Landlord's income taxes) levied or assessed upon: (1) any
personal. property, fixtures, or leasehold improvements of Tenant at any time located in or about the
Premises, as well as any increase in the Taxes resulting from any improvements or alterations made
to the Premises by Tenant pursuant to paragraph 12; and (2) Tenant's interest under this Lease or
the rentals derived from or paid by Tenant under this Lease. Tenant shall also be responsible for
and shall pay all sales, excise and other equivalent taxes (however denominated) in any way
resulting from Tenant's possession or use of the Premises or payment of rent under this Lease.
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fl. DELAYS IN PERFORMANCE.
The performance by Landlord and Tenant of any of their respective obligations or
undertakings provided for in this lease (except the payment of rent or any other sums of money
payable by Tenant under this lease) shall be excused and no default shall be deemed to exist in the
event and so long as the performance of and, such obligation or undertaking is prevented, delayed;
retarded, or hindered by any act of nature, weather conditions, fire, earthquake, flood, explosion,
Nvar, riot, failure of transportation, strikes, lockouts, action of labor unions, condemnation, laws,
orders of Eiovernment or civil military authorities, inability to procure labor, equipment, facilities,
materials, or supplies in the open market, or any other cause beyond the control of Landlord or
Tenant, as the case may be.
�C). MANNER AND PLACE OF PAYMENTS.
All payments of rent and any other sums payable by Tenant to Landlord under this lease
shall be made by Tenant to Landlord without demand, deduction, or set-off at the address set forth
as a Fundamental Lease Provision in parcw7-al)h I (b) or at such other place as Landlord fi-om tune
to time imay designate in writing.
30. DELINQUENT PAYMENTS.
If any rent or other sums payable by Tenant under this lease are not paid within five (5) days after
such rent or other sums are due, then such unpaid rent or other sums shall bear interest at the lesser
of (a) the rate of 18% per annum or (b) the highest rate per annum permitted to be contracted for by
natural persons under the laws of the State in which the Premises are located, from their respective
due dates until paid, which interest shall be due and payable immediately. If Landlord engages an
attorney or collection agency to collect any delinquent payment fi-om Tenant or to enforce the
performance by Tenant of any other obligation of Tenant which is delinquent under this lease, then
Tenant also shall be liable for and shall pay to Landlord, on demand, ail amount equal to the
attorney fees, court costs, and other collection expenses incurred by Landlord with respect to the
collection of such delinquent payment or the enforcement of such delinquent performance, whether
or not suit is filed against Tenant for such purpose. If Tenant is late for three (3) or more
consecutive months in malting any of its payments of rent due under this lease, then Landlord, in
addition to Landlord's other rights and remedies under this lease, thereafter shall have the right to
require Tenant to make all rent payments under this lease quarterly in advance rather than monthly
in advance and require cashier's check or certified. hinds.
31. DEFAULT.
If Tenant defaults in the payment of any rent or other sums due and payable by Tenant to
Landlord under this lease for a period of more than five (5) days after the particular payment was
due, or if Tenant violates or defaults in, the performance of any covenant, agreement, or other
condition contained in this lease (other than the payment of rent or other sum payable under this
lease) for a period of more than ten (10) days after written notice of such violation or default has
been given by .Landlord to Tenant (or, in the case of a default not curable within ten (10) days, if
Tenant shall fail to commence to cure such default within such ten (10) days and thereafter proceed
diligently to complete the cure thereof), then Landlord at its option may exercise the following
remedies:
(1) Landlord shall have the option to continue this Lease in full force and not terminate
the Tenant's right to possession or such other rights as are provided for in this Lease
and such rights as are permitted by law.
(2) Landlord may terminate this Lease by express written notice to Tenant of its election
to do so. In the event of such termination, Landlord shall be entitled to recover from
Tenant:
(i) The worth at the time of award of any obligation which has accrued prior to
the date of termination; and
(ii) the worth at the time of award of the amount by which the unpaid rent and
additional charges which would have been earned after termination until the
time of award exceeds the amount of such rental loss the Tenant proves
could have been reasonably avoided; and
(III) the worth at the time of award of the amount by which the unpaid rent and
additional charges for the balance of the terns after the time of award
exceeds the amount of such rental loss that Tenant 'proves could be
reasonably avoided.
(3) as used in (B)(1) and (B)(?) above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one (1%) percent.
(4) Landlord may recover from Tenant, and Tenant shall pay to Landlord upon demand,
such expenses as Landlord may incur in recovering possession of the Premises,
placing the same in good order and condition and altering or repairing the same for
reletting, all other expenses, commissions and charges incurred by Landlord in
exercising any remedy provided herein including attorney's fees and costs, or as a
result of any default by Tenant hereunder, and any other amount necessary to
compensate Landlord for all the detriment proximately caused by the Tenant's
failure to perform. Tenant's obligations under the Lease or wlvch in the ordinary
course of things would be likely to result therefrom.
(5) Landlord may exercise any other remedy or right now or hereafter available to a
landlord against a defaulting tenant under the laws of the governing jurisdiction and
not otherwise specifically reserved herein, including self help, if and as permitted
under State law.
(B) Landlord shall be tinder no obligation to observe or perform any covenant of tl.is Lease on
its part to be observed or performed which accrues after the date of default by Tenant
hereunder.
(C) In any action of unlawful detainer commenced by Landlord against Tenant 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 greater of the amount of monthly rent, additional rent and
other charges reserved in this Lease for such period or the comparable period of the
preceding year.
(D) Tenant hereby waives any right of redemption or relief fronn forfeiture under the law of the
governing jurisdiction, or under any other present or future law, in the event Tenant is
evicted or Landlord takes possession of the Premises by reason of any default by Tenant
12
•
hereunder.
(L) The various Fights, and remedies reserved to Landlord herein, including those not
specifically described herein, shall be cumulative, and, except as otherwise provided by
statutory law in force and effect at the time of the execution hereof, Landlord may pursue
any or all such rights and remedies whether at the same time or otherwise.
(F) One or more waivers by Landlord of any breach or default shall not be a waiver of any other
breach or default of the same or any other provision. Landlord's consent to or approval of
any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or
render unnecessary Landlord's consent to or approval of any subsequent similar act by
Tenant.
(G) The receipt by Landlord of any rent or payment with or without knowledge of the breach of
any other provision hereof shall not be deemed a waiver of any such breach, and no waiver
by Landlord of any sun. due hereunder or any provision hereof shall be deemed to have
been made unless expressed in writing and signed by Landlord.
(H) No delay or omission in the exercise of an), right or remedy accruing to Landlord upon anv
breach by Tenant under this Lease shall impair such right or remedy or be construed as a
waiver of any such breach theretofore or thereafter occurring.
(1) In any action commenced by Landlord against Tenant by reason of any default hereunder;
each and every person and/or entity executing this Lease as Tenant, appoints as their agent
each and any other person and/or entity for purposes of service of process of any complaint
or other moving or responding paper.
Unless Landlord otherwise agrees in writing, Tenant's surrender of possession of the
Premises to Landlord prior to the end of the term of this lease and Landlord's acceptance of such
surrender shall not effect a termination of this lease or release Tenant from any of its obligations
under this lease for the remainder of the term of this lease. To the extent allowed bylaw, Tenant
hereby waives any and all rigl.t to a trial by jury in any suit or suites brought to enforce any
provisions of this lease or arising out of or concerning any provisions of this lease.
12. CUIyIULATIVF RIGHTS.
The rights, options, elections, and remedies of Landlord and Tenant contained in this lease
shall be cumulative and may be exercised on one or more occasions; and none of them shall be
construed as excluding any other or additional right, priority, or remedy allowed or provided by
1 aw.
SUBORDINATION.
Landlord may assign the rights under this lease as security to the holders of one or more
mortgages (which term shall include a n.ortgage, deed of trust, or other encumbrance) now or
hereafter in farce against the Premises or the City Yard. Upon the request of Landlord, Tenant
agrees to subordinate its rights under this lease to the lien of one or more mortgages (which tern-i
shall include a mortgage, deed of trust, or other encumbrance) now or hereafter in force against the
Premises or the City Yard and to all advances made or hereafter to be made upon the security
thereof; provided, that any such mortgage shall provide, or the n.ortgagee shall agree, that the
mort<ga gee, in the event of its acquiring title to the Premises or the City Yard, whether through
I3
foreclosure, judicial process, power of sale, or otherwise, shall recognize the validity of this lease
and shall honor the rights of Tenant under this lease so long as Tenant (a) is not in default under this
lease at the time such mortgagee acquires title to the Premises or the City Yard and (b) agrees to
attorn to such mortgagee as if it were the original landlord under this lease. Such subordination
shall be in such form as Landlord or the mortgagee may require.
4. E1VIINENT DOMAIN.
If the whole of the Premises or the City Yard or the public parking area shall be taken under
the power of eminent domain; then this lease shall terminate and expire as of the date upon which
possession must be surrendered to the public authority involved; the rent and any other sums
payable under this lease shall be prorated as of such date; and Landlord and Tenant shall be released
fiom any further liability under this lease. If more than twenty-five percent (25%) but less than all
of the floor area of the Premises or of the City Yard shall be taken or condemned, then either
Landlord or Tenant may terminate this lease by serving upon the other party a written notice of
termination effective as of the date upon which possession must be surrendered to the public
authority involved. In the event that such option to ternninate is exercised, the Rent and any other
sums payable under this lease shall be prorated as of such date of surrendering possession; and
Landlord and Tenant shall be released from any fiirther liability under this lease. If any portion of
the Premises or the City Yard is taken for public use and if neither party is entitled to exercise or
does exercise its option to terminate this lease as permitted above in this paragraph, then the Rent
shall be reduced as of the date upon which possession must be surrendered to the public authority
involved in the proportion which the actual floor area in the Premises taken bears to the total floor
area originally clemised in the Premises, and Landlord promptly shall repair, restore, or rebuild for
occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or
CP
rebuilding required, the Premises are not usable in the opinion of Landlord, then Landlord and its
contractors temporarily shall have possession of the Premises during the period of repair,
restoration or rebuilding; but the reduced rent provided for in this paragraph shall not abate. All
compensation and damages awarded or other sums or awards paid on account of any condemnation
or taking, whether temporary or permanent, under the power of eminent domain of the Premises,
the Common Areas, or the City Yard, or any portion of portions thereof shall belong to and be the
sole property of Landlord whether such damages or other sums are awarded as compensation for
the loss, taking, or diminution in value of any fee, leasehold, easement, or other interest in the
Premises, the Common Access Areas, the City Yard, or otherwise or for the acquisition by the
condemning authority of any temporary easement or other rights therein; and in no event shall
Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or
diminution in value of its leasehold interest in the Premises or any leasehold improvements therein
or for the value of any unexpired tern of this lease. Tenant hereby expressly assigns to Landlord
any such right or claim; provided, however, that Tenant shall be entitled to any separate award
made by the condemning authority solely for or on account of any loss or expense which Tenant
may sustain or incur in removing Tenant's merchandise, trade fixtures, or equipment from the
Premises or for any loss of or damage to such items of Tenant's personal property. Nothing
contained in this paragraph shall be construed to release any liability of Tenant to Landlord which
arose prior to the effective elate of any termination of this lease pursuant to this paragraph.
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15. CONTINUOUS OCCt.TPANCY.
Tenant agrees continuously throughout the tern-i of this lease to occupy the Premises and to
conduct its business therefi-om during all normal business hours, except when the Premises are
untenantable by reason of the occurrence of any damage thereto or the destruction thereof; and
Tenant's Failure to comply with the preceding provisions of this sentence shall constitute a default
under this lease. In the event that Tenant does not so occupy the Premises and conduct its business
therefrom, then Tenant shall pay monthly as additional rent (over and above and in addition to the
Rent and any other suns required to be paid by Tenant) during any such period of non -occupancy
or non -conduct of its business a sum equal to 50% of the Rent payable during such period.
36. BINDING AGREEMENT
All rights and liabilities cTiven to or imposed upon Landlord or Tenant in this lease shall
extend to and bind their respective heirs, executors, administrators, personal representatives.
successors; and assigns. No rights, however, shall inure to the benefit of any assigns of Tenant
unless the assignment thereof to such assignee has been approved in writing by Landlord.
' 7. ESTOPPEL CERTIFICATES.
Tenant, from time to time upon written request from Landlord, agrees to execute,
acknowledge, and deliver to Landlord within ten (10) days after such written request, in form
reasonably satisfactory to Landlord, a written statement certifying that Tenant has accepted the
Premises, that this lease is unmodified and in full force and effect (or, if there have been
modifications, that this lease is in full force and effect as modified, setting forth the modifications),
that Landlord has performed all of its obligations under this lease and is not in default under this
lease; and such additional facts as reasonably may be required by Landlord. Tenant understands
and agrees that any such statement delivered pursuant to this paragraph maybe relied upon by any
prospective purchaser of the Premises, any mortgagee or prospective mortgagee of the Premises,
and their respective successors and assigns. Tenant's failure to comply with this paragraph shall at
Landlord's option constitute an event of default under this lease.
S. GOVERNING LAW.
This lease shall be governed by and construed in accordance with the laws of the State in
which the Premises are located.
19. MULTIPLE COUNTERPARTS.
This lease may be executed in multiple counterparts, each of which shall be deemed to be
an original for all purposes.
40. DEFINITIONS.
Except as otherwise expressly stated in this lease, the "terra" of this lease shall include the
original term and any additional period as to which this lease may be extended., and references to
15
this "lease" shall include this document and any properly executed amendment thereof or
supplement thereto.
41. SALE OR UNDERLYING LEASE.
In the event of a sale or transfer of all or any portion of the City Yard or any undivided
interest therein; or in the event of the making by Landlord of an underlying lease of all or
substantially all of the City Yard, or in the event of an assignment or transfer of the leasehold estate
under any such underlying lease, the respective grantor, transferor, landlord, or assignor, as the case
may be, thereafter shall be entirely relieved of all obligations to be performed by Landlord under
this lease to the extent of the interest in or portion of the City Yard so sold, transferred, or leased.
Notwithstarndina the foregoing provisions of this paragraph, the grantor, transferor, landlord; or
assignor, as the case may be, referred to in this paragraph shall not be relieved of any liability to
Tenant arising or occurring prior to the sale, transfer, or lease referred to in this paragraph.
42. PAP.AGRAPII TITLES.
The titles of the various paragraphs of this lease have been inserted inerely as a matter of
convenience and for reference only and shall not be deemed in any manner to affect the meaning or
construction of the langunye contained in the body of such paragraphs.
SEVERABILITY.
If any provision of this lease shall be declared legally invalid or unenforceable, then the
remaining provisions of this lease nevertheless shall continue in frill force and effect and shall be
enforceable to the fullest extent permitted by law.
44. Tll\/[E OF ESSENCE.
Time is of the essence of this lease, and all provisions of this lease relating to the time of
performance of any obligation under this lease shall be strictly construed.
45. LANDLORD'S RIGHT TO CURT.
Landlord may, but shall not be obligated to, cure any default by Tenant in the performance
of any of Tenant's obligations under this lease, including but not limited to Tenant's failure to pay
any taxes, obtain any insurance, slake any repairs, or satisfy any lien claims, after complying with
the notice provisions contained in paragraph 24; in the event that Landlord elects to so cure any
default by Tenant, then all costs and expenses paid by Landlord in so curing such default, including
but not limited to reasonable attorney's fees, shall be deemed to be additional rent due immediately
after such payment by Landlord, together with interest thereon (except in the case of such attorneys'
fees) at the rate provided for in paragraph 30 from the date of such payment by Landlord to the
date of repayment by Tenant to Landlord.
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46. SECURITY DEPOSIT.
Tenant shall deposit with Landlord as a security deposit under this lease the amount set
forth as a Fundamental Lease Provision in parcq raj)h I (k). Such security deposit shall be held by
Landlord; without interest, as security for the faithful performance by Tenant of all the terms of this
lease to be observed and performed by Tenant. The security deposit shall not be mortg=aged,
assigned, transferred, or encumbered by Tenant Without the written consent of Landlord; and any
such act on the part of Tenant shall be without force and effect and shall not be binding upon
Landlord. If any rent or other sum payable by Tenant to Landlord is overdue and unpaid, or if
Landlord makes any payments on behalf of Tenant, or if Tenant fails to perform any of the terns of
this lease, then Landlord may, at its option and without prejudice to any other remedy which
Landlord may have on account thereof, appropriate and apply such deposit or so much thereof as
may be necessary toward the payment of the rent or other sum due Landlord by reason of such
breach on the part of Tenant or toward the performance of any other overclue obligation of Tenant
under this lease; and Tenant forthwith upon demand by Landlord shall restore such deposit to its
original amount. If Tenant complies with all of the terms of this lease, then such deposit (or the
portion thereof not applied by Landlord to cure a default by Tenant) shall be returned to Tenant at
the end of the term of this lease. In the event of bankruptcy or other creditor proceedings against
IIIenant, such security deposit shall be deemed to be applied first to the payrnent of rent and other
sums due Landlord for periods prior to the commencement of such proceedings. Landlord may
deliver such security deposit to the purchaser of Landlord's interest in the Premises in the event that
such interest is sold, and thereupon Landlord shall be discharged from any fiu-ther liability with
respect to such deposit.
47. BROKERS.
Tenant warrants that it had no dealings with any broker or agent in connection with the
negotiation or execution of this lease other than Landlord's broker, if any; and Tenant agrees to
indemnify .Landlord against and to hold Landlord harmless from any expense or liability for -
commissions or other compensation or charges claimed by any other broker or agent with respect to
this lease.
48. NUMBER AND GENDER.
Where the context of this lease requires, singular words shall be read as if plural, plural
words shall be read as if singular, and words of neuter gender shall be read as if masculine or
feminine.
19. ENTIRE AGREEMENT.
Landlord and Tenant hereby agree that this document contains the entire agreement between
them and that there are no other agreements, written or verbal, between them pertaining to the
Premises or the subject matter hereof. This lease may not be amended or supplemented orally but
only by an agreement in writing which has been signed by the party against whom enforcement of
any such amendment or supplement is sought.
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50. SURRENDER.
Upon the expiration or termination of this lease, Tenant agrees forthwith to surrender to
Landlord possession of the Premises and the futures and equipment constituting a part thereof with
all keys thereto.
l . ENVIRONMENTAL MATTERS.
For purposes of this paragraph "hazardous Substance" shall have the meaning given to such
phrase in Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (2 USC subsection 9601, et seq.) and also shall include any flammable explosives,
radioactive materials; hazardous materials, hazardous wastes, hazardous or toxic substances, or
related materials which are regulated by any federal, state, or local law, ordinance, rule, regulation,
or policy relating to the protection of the environment. For purposes of this paragraph an
"Environmental Regulation" is any l-ederal, state, or local law, ordinance, rule, regulation, or policy
<_7overling the use, storage, treatment, transportation, manufacture, refinement, handling,
production; discharge; en-iission, or disposal of any Iazardous Substance. Tenant shall not use,
store, handle; produce, dispose of , discharge, take any other actions, or allow anyone else to take
an), of such actions, with respect to any hazardous Substance in, at, on, or from the Premises in any
manner which violates any Environmental Regulation. During the terns of this lease and any other
periods of Tenant's occupancy of the Premises, Tenant at its expense shall obtain, maintain in
effect; and comply .with all permits and licenses required by any Environmental Regulation
applicable to Tenant or the Premises. M7ithin three (3) business days after Tenant is notified or
otherwise becomes aware of any actual or potential violation or alleged violation of any
Environmental Regulation involving or relating to the Premises, Tenant shall notify Landlord in
writinaof such actual or potential violation or alleged violation and promptly shall deliver to
Landlord copies of any written materials that Tenant may have or thereafter receive with pertain to
or purport to give notice of such actual or potential violation or alleged violation. Tenant at its
expense promptly shall conduct and complete all investigations, studies, sampling, testing, removal,
and other actions necessary to clean up an remove from the Premises any Hazardous Substance
which may have been introduced into or upon the Premises during the teen of this lease or any
other period of occupancy of the Premises by Tenant, all in accordance with and as required by any
applicable Environmental Regulation and the orders and directions of federal, state, and local
governmental authorities having jurisdiction over the premises or such actions. Tenant shall
provide Landlord and landlord's agents or representatives with access to the Premises and to
Tenant's files and records at all reasonable times for the purpose of verifying Tenant's compliance
with the requirements of this paragraph. Tenant shall defend and indemnify Landlord against and
hold Landlord harmless from any and all claims demands, penalties, fines liabilities, settlements,
damages, costs, or expenses of whatever kind of nature (including but not limited to attorney fees,
fees of environmental consultants, and laboratory fees) known or unknown contingent or otherwise,
arising out of or in any way related to the presence, release, threatened release, or disposal of any
Hazardous Substance in, upon, or from the Premises or arising out of or in any way related to the
violation by Tenant or the Premises of any Environmental Regulation during the tern of this lease
and any other period of Tenant's occupancy of the Premises. The obligations of Tenant under this
paragraph shall survive the termination of this lease and of Tenant's occupancy of the Premises.
M
-52. EXHIBITS.
The following Exhibits art an integral part of this lease and havee been attached to this lease
prior to execution:
A. City Yard site plan showing leased area for bus parking and office location
B. Description o f Tenant's improvement work to be done in the Premises
C-1 & C-2 Description of portable office/administrative building.
>>. NON-DISCRIN41NATION CLAUSE.
Tenant herein covenants by and for himself or herself, his or her heirs, executors,
administrators; and assigns, and all persons claiming under or through him or her, 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, marital status, national origin, or ancestry, in
the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the Premises herein
leased nor shall the lessee himself, or any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location; number, use, or occupancy of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased.
54. NO RELOCATION OBLIGATIONS TO TENANT BY LANDLORD UPON
TERMINATION OF LEASE OR VACATION OF PREMISES BY TENANT.
Tenant knowingly and voluntarily acknowledges and agrees that upon its vacation of the
Premises at the end of the lease term, upon the sooner termination thereof, or vacation of the
Premises under any other circumstances, in no event shall Tenant be entitled or shall Landlord be
required to provide any relocation benefits, compensation for loss of goodwill, or assistance under
any applicable federal, state, or local laws or regulations including without limitation, the Uniform
Relocation Assistance Laws, California Government Code Section 7260 et sect. Further, Tenant
being frilly informed of any and all of its rights and obligations and all laws and regulations
(including without limitation, the Uniform Relocation Assistance Laws, California Government
Code Section 7260 et sect.) in connection therewith fully waives, releases and rejects any and all
relocation assistance and benefits relating to or in any respect connected with Tenant vacating the
Premises.
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Date: CITY OF WEST COVINA
Date: z I `I' I I
Date:
ATTEST
Nickolas S. Lewis, City Clerk
APPROVED AS TO FORM
Arnold Alvarez-Glasman, City Attorney
By
Steve Flerfert, Mayor
MV Transportation, Inc.
By
_ \ I '0Z
Joe Es bed . Vice President
MV Transportation, Inc.
By 6-,-- -
W.C. Pihl, Executive Vice President
20
EXHIBIT "A"
Depiction of City Yard and Leased Area
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0
EXHIBIT "B"
Tenant Improvements
Landlord will provide no tenant improvements to the demised premises. The following described
work of improvements shall be made by Tenant at Tenant's sole expense. All work to be done by
Tenant requires the prior written approval by Landlord of plans and specifications for such
Improvenlenis.
Description of proposed improvements:
Erection of a portable office/administrative building in the location designated on Exhibit "A" or as
mutually agreed by Landlord and Tenant. Installation of utilities for the portable building.
1)?
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EXHIBIT "C-1 and C-Z"
Description of Portable Office/Administrative Building
23
I D x 44 mobile office building with restroom:
• 440 square feet of office space, includes two private office
and one handicap accessible restroom, providing enough office
space for four to six people
• Two integrated workstations include; a built in desktop and
a two drawer file cabinet, one built in plan table is also
included.
• Buildings are completely insulated and come with a heating
and air conditioning system to provide a comfortable work
environment.
• Vinyl floors offer an almost maintenance free office building
• Upgraded interior wall coverings and decorative wood
siding, provides for a professional appearance.
Your Local Sales 10 x 44 Mobile Office Building 0o
Hilo ES�C-. . c"Spno
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Professional: With Handicap Accessible Restro®m EnIff MODULAR BUILDINGS
Phone: 866-889-7777 Delivered ready to use "On-Tirne and On Budget" Front Vision to Reality I On Time and On Budget
www.dsmbi.com
IN
'Des-iq,im space
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From Vision
to Feality 1 On Time and On Budget
Ground ease Market Rates
Street
City
Square Footage
Rental Rate (Square Foot/Year)
Rental Rate (Square Foot/Month)
1
17635 Rowland St.
City of Industry
151,200
$ 2.64
$ 0.22
2
933 Otterbein Ave.
Rowland Heights
8,040
$ 1.80
$ 0.15
3
2378 Peck Rd.
City of Industry
30,000
$ 3.00
$ 0.25
4
5265 4th St.
Irwindale
352,400
$ 1.80
$ 0.15
5
727 Turnbull Canyon
City of Industry
16,661
$ 1.80
$ 0.15
6
15271 Stafford St.
City of Industry
16,000
$ 2.40
$ 0.20
Average Rate
$ 2.24
$ 0.19
MV Transportation
ISquare Footage
Rental Rate (Square Foot/Year)
I Rental Rate (Square Foot/Month)
925 S. Sunset Avenue
West Covina
1 4,500
1 7.20
1 0.60
•
14.
N