Item 02 - Consideration of Extension of Public Safety And Public Services Radio Lease Agreement - 100 N Citrus AvenueAGENDA ITEM NO.2
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: August 12, 2019
TO: Mayor and City Council
FROM: David Carmany
Interim City Manager
SUBJECT: CONSIDERATION OF EXTENSION OF PUBLIC SAFETY AND PUBLIC SERVICES
RADIO LEASE AGREEMENT - 100 NORTH CITRUS AVENUE
RECOMMENDATION:
It is recommended that the City Council approve a three (3) year lease extension between the City of West Covina
and Davenport Citrus Partners, LLC for use of space at 100 North Citrus Avenue for the City's Public Safety and
Public Services Radio System.
BACKGROUND:
Initially negotiated in 1980, this will be the fifth (5) amendment to the original agreement between the City of West
Covina (City) and the owners of the 100 N. Citrus site; currently Davenport Citrus Partners LLC. In 1989, the City
of West Covina negotiated a five (5) year agreement with 100 North Citrus Associates, LLC, to place five (5) radio
transceivers and a 230Hz microwave terminal atop the office building at 100 North Citrus Avenue, just north of
Interstate 10. This site provides two-way radio coverage on the east -side of the City and is an essential element of
the City's Public Safety and Public Services radio network.
DISCUSSION:
The City Council has approved four (4) extensions to the original agreement, with the most recent agreement
expiring on July 31, 2019. The owners of the office building at 100 North Citrus Avenue, Davenport Citrus
Partners, LLC, has the current monthly lease rate at $1,295 per month. A copy of the original lease agreement and
four extensions are attached (Attachment No. 1).
On June 24, 2019, Davenport Partners contacted the City of West Covina to negotiate a fifth amendment to the
lease agreement. City staff has negotiated a proposed lease extension with Davenport Partners (Attachment No. 2).
The terms are as follows:
• Rent: City staff successfully negotiated a $1,335 per month lease agreement with a three percent (3%)
increase each year of the lease agreement. There is also an electricity reimbursement charge of $104.08 per
month that has held steady for three years and not expected to go up.
• Term: The term of the lease agreement is for three (3) years, beginning on August 1, 2019 and continuing
through July 31, 2022.
OPTIONS:
The City Council has the following options available.
1. Approve the proposed lease extension with Davenport Citrus Partners, LLC for the City's Public Safety and
Public Services Radio System at 100 North Citrus Avenue; or
2. Deny the proposed lease extension agreement with Davenport Citrus Partners, LLC for the City's Public
Safety and Public Works Radio System at 100 North Citrus Avenue and remove/relocate the City's radio
equipment from their facility; or
3. Provide alternative direction.
Prepared by: Shawn Granger, IT Manager
Fiscal Impact
FISCAL IMPACT:
The cost to the City will be for $17,268.96 for the first year of the lease. The City Council approved $16,800 in
the IT Division Fiscal Year 2019-2020 Budget (Account 110. 11. 1340.6424) to fund the current lease. The IT
Department will absorb the additional $468.96 within the current department budget. It is estimated that the
three-year lease cost will be $53,258.88 with utilities.
Attachments
Attachment No. 1 -Davenport Original Agreement
Attachment No. 2 - Davenport Fifth Amendment
CITY COUNCIL GOALS & OBJECTIVES: Enhance City Facilities and Infrastructure
Enhance Public Safety
ATTACHMENT NO. 1
FOURTH AMENDMENT TO
DECEMBER 1989 LEASE BETWEEN
DAVENPORT CITRUS PARTNERS LLC AND
THE CITY OF WEST COVINA
This FOURTH AMENDMENT (this "Fourth Amendment') to the Lease between Davenport Citrus Partners,
LLC and the City of West Covina, dated December 11, 1989, is dated as of July 16, 2014, by and between
DAVENPORT CITRUS PARTNERS LLC, a Delaware limited liability company (as successor -in -interest to Prime
Positive NO 1 L.P., a California limited partnership, successor -in -interest to 100 North Citrus Associates, LLC, a
California limited liability company, successor -in -interest to 100 Citrus Limited, a California limited partnership)
("Landlord"), and THE CITY OF WEST COVINA ("Tenant').
RECITALS
A. Landlord and Tenant are parties to that certain Lease dated as of December 11, 1989, as amended in 1994,
March 20, 2000 and March 15, 2005 (collectively the "Lease").
B. The Lease currently demises to Tenant a portion of the Roof in the building located at 100 North Citrus
Street, West Covina, California (the "Building").
C. Upon and subject to the terms, conditions, and provisions contained herein, Landlord and Tenant desire to
amend the Lease to extend the Term of the Lease and as otherwise more fully set forth hereinbelow.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Landlord and
Tenant hereby agree as follows:
AGREEMENT
1. AMENDMENT OF LEASE. The Lease is hereby amended as set forth below:
1.1 Extension of Term. The Tenn of the Lease shall be extended for a period of sixty (60) months ("Fourth
Extended Term") commencing August 1, 2014 ("Fourth Extended Term Commencement Date") and expiring on July
31, 2019 ("Fourth Extended Term Expiration Date"), unless sooner terminated pursuant to the Lease. Effective as of
the Fourth Extended Term Commencement Date, unless expressly provided for otherwise or otherwise applicable by the
respective context, all references in the Lease or this Agreement to the Term shall refer to the Fourth Extended Term, and
all references to the Expiration Date shall refer to the Fourth Extended Term Expiration Date.
1.2 Rent. The Monthly Base Rent for the Premises pursuant to paragraph 1.1 hereof shall be as follows:
Period
August 1, 2014 — July 31, 2015
August 1, 2015 —July 31, 2016
August 1, 2016 — July 31, 2017
August 1, 2017 — July 31, 2018
August 1, 2018 — July 31, 2019
Monthly Base Rent
$1,150.00
$1,185.00
$1,221.00
$1,258.00
$1,296.00
1.3 As -Is. Tenant agrees to accept the Premises "as -is" without any agreements, representations,
understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements.
2. ACCESSIBILITY: Pursuant to California Civil Code Section 1938, Landlord states that to the best of its
knowledge as of the date of the execution of this Fourth Amendment, the Premises, and the Building in which the
Premises is a part, which continues to be leased hereto, has not undergone an inspection by a Certified Access Specialist
(CASp). Landlord makes no representations, expressed or implied, as to the compliance of the Premises or the Building
with applicable construction related accessibility standards.
3. EXECUTION AND ENFORCEMENT.
3.1 Capitalized Terms. All capitalized terms used herein without definition are defined as set forth in the
Lease.
3.2 Governine Law. This Fourth Amendment shall be governed by and construed in accordance with the
laws of the State of California (without regard to conflicts of law).
3.3 Modification. No provision of this Fourth Amendment may be modified except by an agreement in
writing signed by the parties hereto or their respective successors in interest, and the parties specifically waive the right to
claim the existence of any executed oral agreement or agreements.
3.4 Fourth Amendment Controls. In the event of any inconsistency or conflict between any provision of
this Fourth Amendment and any provision of the Lease, the provision of this Fourth Amendment shall control.
3.5 Successors and Assigns. This Fourth Amendment shall be binding upon, and inure to the benefit of, the
heirs, executors, administrators, successors, and assigns of any and all of the parties hereto.
3.6 Ratification of Lease. Except as and to the extent amended by this Fourth Amendment, the Lease and all
previous amendments to the Lease, and all of the terms, conditions and provisions thereof are hereby ratified and shall in
all respects remain unmodified, unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed and delivered as of the date
first above written.
"Landlord"
DAVENPORT CITRUS PARTNERS LLC, a
Delaware limited liability company
By: DAVENPORT GFIII CITRUS
PARTNERS HOLDINGS LLC, a Delaware
limited liability company
By: DAVENPORT VALENTINE
NICKELL17 LLC, a California limited
liability company
EAN !Ijmt nl—W - 7
"Tenant"
City of West Covina
a Municipal corporation
Stever e .
Mayor\\\j
AT ST
Nickolas S. ewis
City Clerk
APPROVED AS TO FORM:
A d K. Alvarez-Glasman
City Attorney
THIRD AMENDMENTTO LEASE AGRITNIf NT
This Third Amendment to Lease dated this J56 day of 4✓e 4 , 2005, by and between too N.
Citrus Associates, LLC, a California Limited Liability Company, as Lessor and The City of West Covina,
as Lessee, for the premises at too North Citrus Street, Roof, West Covina, California 91791 ("Premises").
WITNESSED:
Pursuant to that certain Lease Agreement, dated as of December 11, 1989 by and between 100 Citrus
LTD (the predecessor in interest of Lessor), as Lessor and The City of West Covina, as Lessee, as
amended 1994, and March 20, 2000, (the "Lease") for that certain premises at 100 North Citrus Street,
Roof, situated in the City of West Covina, County of Los Angeles, State of California (hereinafter
collectively referred to as "Lease");
WHEREAS, Lessor and Lessee now wish to amend said Lease in certain respects. Therefore,
consideration of the premises, the mutual covenants and agreements hereinafter set forth and other
additional consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and
Lessee hereby agree as follows:
I. Definitions and Inconsistencies: Unless otherwise specified in this Amendment, all defined tents
contained herein shall have the some meanings given them in the Lease. To the extent that any terms or
conditions of this Amendment are inconsistent with any ternis or conditions of this Lease, the terms and
conditions of the Amendment shall prevail and control for all purposes over all such inconsistent
provisions in the Lease.
2.. The Lessee, its employees, or authorized representative may operate and maintain five (5) public
.safety radio transceivers and a 23 Gl-Iz microwave terminal with associated antennas, from the boiler
room of 100 North Citrus Street, West Covina, California for it period of five (5) years, effective January
1, 2005, The addition of any more equipment will require specific approval from Lessor, as well as an
adjustment to the annual payment to cover the expected increase in electricdl costs.
3. Lessor will provide 24 hour access to the boiler room for equipment maintenance and/or repair
providing the City's Communications Director sufficient keys for this propose.
4. The radio equipment installation shall be of quality design and workmanship in accordance with
accepted engineering practices, and shall comply with all applicable building, electrical, and safety code
requirements.
5. Rent: For the use of the space in the building rent will be as follows: January 1, 2005 to June 31,
2005 $67.91 per month, July 1, 2005 to December 31, 2005 $200 per month, January 1, 2006 to
December 31, 2010 $1,000 per month. Rent will be due and payable on the first day of each month
during the lease term. All rents owing will be paid current upon execution of this amendment,
6. Continuous accountability of the keys provided by Lessor shall be maintained by the Lessee's
Communications Department. The keys will be stored in a locked cabinet under the direct control and
custody of the on -duty Communications Watch Supervisor. 'temporary custody will be relinquished only
to a Lessee employee or agent, on air as needed basis for the sole purpose of equipment maintenance and
repair.
7. Lessor, its employees and agents are indemnified and will be held harmless by the Lessee from any
and all liability incurred as a result of the Lessee's negligence in the installation and operation of this
equipment.
8. In the event this equipment is removed, all expenses associated with its removal and restoration of the
facility to its original condition shall be the responsibility of the Lessee.
9. Installation and operation of this radio facility will be conducted so as not to disturb tenants on the
Premises.
10. Lessor shall be included as air additional insured endorsee on the Lessee's liability insurance policy.
11. Either party may cancel this Lease by providing written notice to the other Party at least one hundred
twenty (120) days prior to the desired cancellation date.
Lessor �i.
Both parties agree and covenant that all terms and conditions of the Lease, other than those specifically
changed herein, shall remain in full force and effect throughout the remaining occupancy period of
Lessee, and are enforceable in accordance with its terms.
THIS AMENDMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR APPROVAL. NO REPRESENTATION OR
RECOMMENDATION IS MADE BY THE REAL ESTATE BROKER OR ITS
AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS AMENDMENT OR THE
TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY
SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE
LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
This Third Amendment to Lease Agreement modifies and amends the terms and conditions of the Lease.
If the terms of the Third Amendment conflict with the terms of the Lease, the terms of this Third
Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed the Third Amendment as of the date first
above written.
LESSOR:
�0 N. Citrus Associates LLC a
California Limited Liability Comnanv
By::zz /
IL —
Name: Kevin S. Green
Title: Managing Member
Date: t k
G:\Shared\Commercial\0632\Legal\Lse 119.doc
LESSEE:
The City of West Covina
By:.444xet?- 4A
Name: MIAA06 4 M1W6r'
Title: M021/iiY
Date
By:
Name:Uwie
Title: t44fk /
Date: ��7 Wt
- 11/17/2004 10:55 FAX 813 8674 W COVINA COMMUNICATIONS
121002
AMENDMENT No.2
TO THE LEASE AGREEMENT
BETWEEN THE CITY OF WEST COVINA AND IOo CITRUS LTD
REGARDING THE INSTALLATION AND OPERATION OF
CITY RADIO EQUIPMENT AT 100 N. CITRUS
WHEREAS, on December 11, 1989, the City of West Covina (City) entered into an
agreement with 100 Citrus LTD., which permitted the City to install and operate selected
radio equipment from the 100 Citrus LTD. facility located at 100 N. Citrus, West Covina,
California, for a period of five (5) years; and
WHEREAS, the Agreement was amended in 1994 to extend it an additional five (5)
years under the same terms and conditions; and
WHEREAS, the Amendment expired on December 27, 1999; and
WHEREAS, the City wishes to extend the agreement an additional five (5) years under
the same terms and conditions; and
WHEREAS, 100 CITRUS LTD, has no objection to extending the Agreement as desired
by the City;
NOW THEREFORE, The City and 100 CITRUS LTD mutually agree as follows:
1. The lease agreement between the City of West Covina and 100 CITRUS LTD.
dated December 12, 1989, attached hereto as EXHIBIT "A", is hereby extended
for a period of five (5) years from the date of execution of this Amendment; and
2. All other terms and conditions of the lease agreement shall remain in full force and
effect.
EXECUTED this Any of
Mayor, City of West Covina
City Clerk, City of West Covina
APPROVED AS TO CORM:
City Attorney
100 CITRUS LIMITED,
A California Limited Partnership
By: DOUGLAS, EMMETT & CO.
M
AMENDMENT No. 1 "
TO. THE LEASE AGREEMENT
BETWEEN THE CITY OF WEST COVINA AND 100 CITRUS LTD
REGARDING THE INSTALLATION AND OPERATION OF
CITY RADIO EQUIPMENT AT 100 N. CITRUS
WHEREAS, on December 11, 1989, the City of West Covina (City)
entered into an agreement with 100 CITRUS LTD., which
permitted tha City to install and operate selected radio
equipments from the 100 Citrus -LTD. facility located at
100 N. Citrus, West Covina,.California, for a period
of five (5) years; and
WHEREAS, the agreement expires on December 10, 1994; and
WHEREAS, the City wishes to extend the agreement an additional
five (5) years under the same terms and conditions; and
WHEREAS, 100 CITRUS LTD. has no objection to extending the
agreement as desired by the City;
NOW THEREFORE, the City and 100 CITRUS LTD. mutually agree as
follows:
1. The lease agreement between City of West Covina and 100
CITRUS LTD. dated December 12, 1989, attached hereto
as. EXHIBIT "A", is hereby extended for a period of
five (5) years from the date of execution of this
amendment; and
2. All other terms and conditions of the lease agreement
shall remain in full force and effect.
EXECUTED this 27th day of December, N94
M Or, city of west Cov a 100 CITRUS LIMITED,
a California limited partnership
C By: DOUGLAS, EMMETT & CO.,
y C erx, city C67West Covina it agent
APPROVED AS TO FORM: By: vti
Kenneth M. Pana
C A orney
ORIGINAL
LEAASE AGREEMENT BETWEEN THE CITY OF
WEST CUYINA AND 160 CITRUS LTD: REGARDING
THE INSTALL ATION AND OPERATION OF CITY RADIO.
EQUIPMENT AT 100 N. CITRUS
WHEREAS, on December 11, 1989, the City of West Covina (City) entered into an
Agreement with 100 Citrus LTD., which permitted the City to install and operate selected
public safety radio equi#.ment'from the 100 Citrus LTD. facility located at 100 N. Citrus,
West Covina, California; for a period of five (5) years; and
WHEREAS, the Agreement was amended in 1994 to extend it an additional five (5)
years under the same terms and conditions; and
WHEREAS, the Amendment expired on December 27, 1999; and
WHEREAS, the City wishes to renew the Agreement for a period of five (5) years under
the terms and conditions which are itemized herein; and
WHEREAS, 100 Citrus LTD. has no objection to renewing the Agreement as desired by
the City;
NOW THEREFORE, The City and 100 CITRUS LTD mutually agree as follows:
1. The City, its employees, or authorized representative may operate and maintain
five' (5) public safety radio transceivers and a 23 GHz microwave terminal with
associated antennas, from the boiler room of 100 North Citrus, West Covina,
California, for a period of five (5) years from the date of execution of this
Agreement. The addition of any more equipment will require specific approval
from 100 Citrus Limited, as well as an adjustment to the annual payment to
coverthe expected increase in electrical costs.
2. 100 Citrus Limited will provide 24 hour access to the boiler room for equipment
maintenance and/or repair by providing the City's Communications Director
sufficient keys for this purpose.
3. The radio equipment installation shall be of quality design and workmanship in
accordance with accepted engineering practices, and shall comply with all
applicable building, electrical, and safety code requirements.
4. All costs associated with the ongoing operation of such equipment shall be the
responsibility of the City. In this regard, the City shall, during January of each
year, make an advance payment to 100 Citrus Limited which will include the
City's best estimate of the cost of the expected electrical consumption during the
calendar year. Such a sum shall be calculated using the existing Edison
Company rate for business service use in effect at the time the payment is made.
Payment for 2000 shall be eight hundred fifteen ($815) dollars. This amount
shall be modified each calendar year thereafter by a percentage equal to the
change in Edison's business service use rate. In the event the rate has not
increased, the payment will remain the same; however, in no event shall the
payment be less than eight hundred fifteen ($815) dollars.
5. - Continuous accountability of the keys provided by 100 Citrus Limited shall.
be maintained by the City's Communications Department. The keys will
be stored in a locked cabinet under the direct control and custody of the
on -duty Communications Watch Supervisor. Temporary custody will be
relinquished only to a City employee or agent, on an as needed basis for the
sole purpose of equipment maintenance and repair.
6. 100 Citrus Limited, its employees and agents are indemnified and will be held
harmless by the City from any and all liability incurred as a result of the City's
negligence in the installation and operation of this equipment.
ORIGINAL. �
7. In the event this equipment is removed, all expenses associated with its removal
and restoration of the facility to its original condition shall be the responsibility
of the City. l
8. Installation and operation of this radio facility will be conducted so as not to(:`.`>
disturb tenants on the premises.
9. 100 Citrus Limited shall be included as an insured endorsee on the City's
liability'insurance policy.
10. Either party may cancel the Agreement by providing written notice to the other Party at at least sixty (60) days prior to thedesiredcancellation date.
Executed this oZo �� day of 2000
100 CITRUS LIMITED,
a California Limited Partnership
Ma , City of WesfCovina
By: DOUGLAS, EMMETT & CO.
6- / dw
Its agents
Janet Berry, City erk
By:
APPROVED AS TO FORM:
Gt2St-/� Y�ay Dated:
izabeth Marlyn, itAttorney
.1/23/2004 13:07 FAX 813 8674 W COVINA COMMUNICATIONS R 002
mentor iaunz
AGENDA
ITEM NO. C10 - (c)
DATE 12/13/94
TO: -City Com.cil ® PRIMED ON RECYCLED PAPER
City Manager
FROM: Communications Director
SUBJECT: EXTENSION OF LEASE AGREEMENT
WITH 160 CITRUS LTD. FOR LOCATION
OF RADIO EQUIPMENT
SUMMARY:
The City has a Lease Agreement with 100 Citrus Ltd. for the location and operation of
City owned radio equip,nent from the roof of 100 N. Citrus. In return for use of the
space, the City pays only the estimated electricity charges. The Lease expired on
December 10, 1994 and this report recommends that it be extended under the same tenns
and conditions for another five (5) years.
BACKGROUND:
Initially negotiated during 1980 and renewed every five (5) years thereafter, the City's
Lease Agreement with 100 Citrus Ltd., states that the City may install and operate
selected radio equipments from the roof of 100 North Citrus. The site currently contains
one (1) of our two (2) radio base stations for our Police MDT operations, remote radio
receivers on both Police, Fire, and City Yard voice channels, and a microwave link
connecting all equipments to our primary site at BKK. Overall, 100 N. Citrus provides
radio coverage of the cast end of the City and, therefore, is an essential element of our
system.
Inexchange for use of die space, the City pays only, on an annual basis, an amount equal
to the estimated electricity consumption costs. The current lease set the base amount of
that payment at $700 per annum, with future changes equal to the increase or decrease of
the utility company's business service rate. The payment for 1994 was 9743.
As previously stated, the Lease Agreement expired on December 10, 1994 and Douglas,
Emmet & Co., the Building Manager, has agreed to extend it for a five (5) year period
under the existing terms and conditions. There are sufficient monies in the
Communications Department budget to fund the expected costs for this next year.
RECOMMENDATION:
It is recommended that the City Council authorize the Mayor to sign an Amendment to
the existing Lease Agreement with 100 Citrus Ltd., extending the Agreement for another
five (5) years.
. Keating
Communications Director
ATTACHMENT NO. 2
FIFTH AMENDMENT TO LEASE
This FIFTH AMENDMENT TO LEASE ("Fifth Amendment") dated as of June 24, 2019, is
entered into between Davenport Citrus Partners LLC, a Delaware limited liability company, successor -in -
interest to Prime Positive NO 1 L.P., a California limited partnership, successor -in -interest to 100 North
Citrus Associates, LLC, a California limited liability company, successor -in -interest to 100 Citrus
Limited, a California limited partnership ("Landlord") and the City of West Covina, a municipal
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Lease dated as of December 11, 1989.
Said lease was subsequently amended in 1994, March 20, 2000, March 15, 2005 and July 16, 2014
(collectively the "Lease").
B. The Lease currently demises to Tenant a portion of the Roof in the Building located at
100 North Citrus Street, West Covina, California (the "Building").
C. Upon and subject to the terms, conditions, and provisions contained herein, Landlord and
Tenant desire to amend the Lease to extend the Term of the Lease, and as otherwise more fully set forth
herein below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, Landlord and Tenant hereby agree as follows:
AGREEMENT
1. AMENDMENT OF LEASE. The lease is hereby amended as set forth below:
1.1 Extension of Term. The Term of the Lease shall be extended by an additional thirty-six
(36) months, commencing August 1, 2019 through July 31, 2022 ("Fifth Extension Period").
1.2 Rent. The Monthly Base Rent pursuant to paragraph 1.1 hereof shall be as follows:
Period
Monthly Base Rent
August 1, 2019 — July 31, 2020
$1,335.00
August 1, 2020 — July 31, 2021
$1,375.00
August 1, 2021 — July 31, 2022
$1,416.00
1.3 As -Is Condition. Tenant agrees to accept the leased area "as is" without any agreement
representations, understandings or obligations on the part of Landlord to perform any alterations, repairs
or improvements.
2. EXECUTION AND ENFORCEMENT.
2.1 Capitalized Terms. All capitalized terms used herein without definition are defined as
set forth in the Lease.
2.2 Governing Law. This Fifth Amendment shall be governed by and construed in
accordance with the laws of the State of California (without regard to conflicts of law).
2.3 Modification. No provision of this Fifth Amendment may be modified except by an
agreement in writing signed by the parties hereto or their respective successors in interest, and the parties
specifically waive the right to claim the existence of any executed oral agreement or agreements.
2.4 Fifth Amendment Controls. In the event of any inconsistency or conflict between any
provision of this Fifth Amendment and any provision of the Lease, the provision of this Fifth Amendment
shall control.
2.5 Successors and Assigns. This Fifth Amendment shall be binding upon, and inure to the
benefit of, the heirs, executors, administrators, successors, and assigns of any and all of the parties hereto.
2.6 Ratification of Lease. Except as and to the extent amended by this Fifth Amendment,
the Lease and all of the terms, conditions and provisions thereof is hereby ratified and shall in all respects
remain unmodified, unchanged and in full force and effect.
2.7 California Civil Code 1938 Disclosure: Pursuant to California Civil Code Section
1938, Landlord states that to the best of its knowledge as of the date of the execution of this Fifth
Amendment, the Premises, and the Building in which the Premises is a part, which continues to be leased
hereto, has not undergone an inspection by a Certified Access Specialist (CASp). Landlord makes no
representations, expressed or implied, as to the compliance of the Premises or the Building with
applicable construction related accessibility standards.
2.8 Brokers. Tenant and Landlord each represent and warrant to the other that neither has
had any dealings or entered into any agreements with any person, entity, broker or finder other than
Davenport Partners, Inc., who has exclusively represented Landlord, in connection with the negotiation of
this Fifth Amendment, and no other broker, person, or entity is entitled to any commission or finder's fee
in connection with the negotiation of this Fifth Amendment, and Tenant and Landlord each agree to
indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses,
attorneys' fees or liability for compensation or charges which may be claimed by any such unnamed
broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying
party. Davenport Partners, Inc. ("DPI") is an affiliate of Landlord and represents only the Landlord in this
transaction. Any assistance rendered by any agent or employee of DPI in effecting this Fifth Amendment
has been made as an accommodation to Tenant solely in furtherance of consummating this transaction on
behalf of Landlord, and not as agent for Tenant.
IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed and delivered
as of the date first above written.
LANDLORD
DAVENPORT CITRUS PARTNERS LLC, a
Delaware limited liability company
By: By: DAVENPORT GFIII CITRUS PARTNERS
HOLDINGS LLC, a Delaware limited liability
company
By: DAVENPORT VALENTINE NICKELL 17
LLC, a California limited liability company
By:
Jeffrey K. Nickell
Its: Manager
Date:
TENANT
CITY OF WEST COVINA, a municipal corporation
By:
Name:
Title:
Date:
ATTEST
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title: