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HomeMy Public PortalAbout16) 7M Temple City Chamber Lease AgreementDATE : TO: FROM: MANAGEMENT SERVICES DEPARTMENT MEMORANDUM Novem ber 17 , 2015 The Honora ble City Counci l Bryan Co ok , City Manager By: Giselle Corella , Exec ut ive Assistant to th e City Manager AGENDA ITEM 7.M. SUBJEC T : TEMPLE CITY CHAMBER OF COMMERCE LEASE AGREEMENT RECOMMENDATION: It is recommended that the City Council: a) Appro ve a three -ye ar lease agreement between the City of Temple City and Temp le City Chambe r of Comm erce for the property at 9050 Las Tunas Drive; and b) Author ize the City Man ager to e xec ute said agreeme nt with the T emp le City Chamber of Commerce . BACKGROUND: 1. O n May 22 , 2002 , as part of t he annual budget process , the City Council approved renewal of the Chamber lease agreement at $1 per month . 2. In Septe mber 2012, it was discovered th ere is no forma l record of such an amended or re newe d lease ag reement. The City Attorney's office was subsequ e ntly asked to draft a new lease . 3. On December 4, 2012 , the City Council approved a new three-year lease agreement betwe en the City of Temple City and Temple City Chamber of Commerce for the property at 9050 La s Tunas Drive (Attachment "A "). 4 . On August 4 , 20 15, the City Counci l approv ed an Annual Services Agreement with the Chambe r of Commerce to continu e promoting a nd informi ng the loca l bus in ess commun ity. City Cou ncil November 17 , 2015 Page 2 of 3 5 . On O ctobe r 27, 2015 , the Chamber Pr es id ent/CEO requested via email , to renew another three-year lease agreement effecti ve December 4 , 2015 t o December 3, 2018 . ANALYSIS: The Chamber's 2012 lease agree me nt at $1 per month with the City will expire on De cember 3, 20 15 . In order for the Chamb er to co ntinu e providing services to its membersh ip and continue promoting the business community in Temple C it y , it is necessa ry to execute a new lease agreement before the lease agree ment expi res late r this year. Und e r th e Chamb er's cu rrent lease agreement there is a provision al lowing the Chamber to request a two-year exte ns ion to their lease . Although the Chamber did not reque st a lease extension , the Chamber wishes to continue using the 9050 Las Tunas Drive property for its headquarters and has requested a three-year lease agreement re newal. Generally , th e 2012 lease agreement provisions remain t he same with the exception of t he follow ing changes: • The tenant's normal business hours are now 10:00 a .m. to 5 :00 p .m. Monday thro ugh Friday . In the 2012 lease agreement the norm a l business hours were 9 :00 a.m . to 6 :00 p .m. Monday through Thursday ; • The City w i l l now p rovide landscaping and gardening services to the property . The 2012 lease ag reement indicated that the Landlord will not provide norma l landscap i ng or gardening services; and • When possible , the Chamber wil l support com munity groups and res idential associations based in the City by making t he conference room availab le to them for th e purpose of a ll owing those e ntities to ho ld meetings and simi l ar events. Key provisions of the proposed lease are as follows (i.e ., these provisions remain un chang ed from t he original 2012 agreement): • A term of three years with a tw o-year option . This arrangement provides long-term stabi lity and branding for Chambe r operations , while al lowing th e City to re ne gotiate terms (afte r the lease expires) to refl ect changes in th e law; • Rent in the amount of $1 a mo nth. This provisio n a llo ws the Chamber to focus its financial resources on business promotion. The C hamber wou ld st i l l pay all taxes and utility cha rges associated wit h th e building 's use ; City Council November 17 , 2015 Page 3 of 3 • Terms that hold the Chamber respo ns ible for day-to-day maintenance but like most commercia l leases , require the City to take on s ubstantial maintenance responsibi lities (e .g ., the replacement of walls and w indows , heating and a ir cond itioning system upg rades , etc.). This allows t he City to monitor the property's structura l and systematic soundness, while requiring that all cap ital improvements to the bu ilding (over $5 ,000 ) be identified and p lanned as part of the annual and mid - term C ity Budget processes ; and • Public liability and property damage insurance po li cies are to be maintained by the Chamber, naming the City as an add itiona l insured, in form and in an amount of at least $1 m il lio n per occurrence . T hi s requirement ensures that all indemnities are up- to-date pursuant to industry sta ndard. Continuing the lease with the Chamber will allow the Chamber to continue providing its services to the loca l bu s i ness comm unity . CITY STRATEGIC GOALS: Approva l of the lease agreement (Attachment "B") wil l promote the City's Strateg ic Goa l of Good Governance. By continui ng to provide an affordable long-term lease to the Chamber, the Chamber will be ab le to continue to focus its resources on business promotion . FISCAL IMPACT: Th ere is no fiscal imp act to the Fiscal Year (FY) 2015-16 Ci ty Budget as rent reven ues will remain unchanged . ATTACHMENTS: A. 2012 Lease B . Draft Lease ATTACHMENT A LEASE AGREEMENT by and between THE CITY OF TEMPLE CITY and TEMPLE CITY CHAMBER OF COMMERCE Dated D-e 4:::... l-\ 1 '24>\ '2._ , LA 1148 13-7924-4817 v I LEASE AGREEMENT Th is LEASE AGREEMENT ("Lease"}, dated as of D.e~, 4 , 2012, is entered into by and be tw een the CITY OF TEMPLE CITY, a charter law city and municipal corpora tio n (the "Landlord"), and the TEMPLE CITY CHAMBER OF COMMERCE, a California 501 (c)(6) nonprof it corporat ion (the ''Tenant"), who agree as follows: REC ITALS This Lea se is made with reference to the following facts and circumstances, which are a part of this Lease and are agreed to be correct: A. Landlord is the owner of certain real property (the "Property") located in the City of Temple City, County of Los Angeles, State of Californ ia commonly known as 9050 Las Tunas Drive. A lega l description of the Property is set forth in attached Exhib it "A", an d dep icte d in the diagram attached as Exh ib it "B". B. The Prop erty is improved w ith a one story bu il ding (the "B uilding") consisting of app rox imately one thousand fifty-six (1 ,056) square feet of fl oo r area . C. Tenant wishes to Lease th e Building (the "Premises") and Landlord is will ing to leas e the Pre mises to Tenant, all subject to the terms an d provi sion s of this Le ase. The partie s acknowle dge and agree that the Build ing is located adjacent to a pub lic parkin g lot owned by Landlord and occup ying the Property, and that the parking lo t does not constitute any portion of th e Premises leased by Tenant. D . T ena nt wishes to secu re parkin g for its operations in the Building from parking available in Landlord 's parking lot locat ed on and adjacent to the Property, an d Landlord is willing to dedicate a number of parking spaces to T enant during Tenant's normal business ho urs. 1 . Demise. (a) On and subject to the te rms and provisions of th is Lease, Landlord leases to Te nant and Tena nt leases from Landlord the Premis es. (b) In connection with Tenant's lease of the Premises, Landlord agrees to reserve for Tenant's exclus ive use, and post notices to that effect , four (4) parking spaces in the public parking lot owned by Landlord and located on and adjacent to the Property. During Tenant's normal bus iness hours of 9:00 a.m. to 6:00 p.m., Monday through Thursday, these four (4) pa rki ng spaces shall be reserved for t he use of Tenant and T ena nt's guests, agents, emp loyees, a nd invitees . Te nant agrees that Tenant has no other right under t hi s Lease to the publ ic parking lot an d that if T enant des ires to use said parking lo t for a ny purpose oth er than utilization of the four (4 ) parking spaces as p rovided in this section , Tenant sha ll request a permit to use the parking lot and L andlord shall re view such request and may approve or deny such request in its sole and absolute discretion . LA 114 8 13-1924-18 11 "I '------------------------------- 2 . Term. The term of t his Lease com mences on the date hereof and continues thereafter for a period of three (3) years and, unless earlier terminated, automatically expires on 't:>e"-?::> • , 2015, without the necessity of any notice or other action on Landlord's part . Not~it h st and i ng the foregoing, Tenant may at its sole discretion and with sixty (60) days notice to Landlord , request and upon su ch request shall be granted a two (2) year extens ion of the Term . Su ch extension shall be immediately effectiv e but t he parties shall thereafter execute an amendment to this Lease memor ializing such extension. No further extension beyond the three (3) year base term and two (2 ) year extension may be requested or granted under this Lease, and a new agreement between the parties shall be requ ired to effe ctuate any such further extens ion . 3. Use ; Compliance with Laws . (a) The Premises must be used by Tenant as a Chamber of Commerce Building and Visitors' Center. This includes receiving visitors to the city of Temple City, holding meetings related to the purposes for wh ich Ten ant is incorp orated , serving as a site for the dissemination of information about the City and its businesses, allowi ng business owners and employees in Temple City to interact on the Premises, and serving as an office for the planning and implementation of these and similar activities. (b) Tenant and Land lord currently have a service agreement under which Tenant performs services related to public information , business promotion and assistance with City economic development projects . Should that service agreement be terminated by either party, Landlord may, at its sole option and in the exercise of its sole discretion , terminate this Lease prior to the end of the Term. (c) Tenant agrees that the Prem ises and its us e of the Premises will at all times be in strict compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction, and Tenant, at its sole cost and expense, agrees to comply with all such laws, rules and regulations , i ncluding, without li mitation , all laws, rules and regulat ions requiring the making of structural or extraord inary repairs or replacements to the Premises . 4 . Rent. As rent for the Premises , Tenant agrees to pay to Landlord the sum of $1 .00 per month . Rent is to be paid in advance by check or wire transf er. The first installment of monthly rent is due on the date hereof and subsequent installments are due and payab le on the same day of each succeeding monthly during the term of this Lease. 5. "AS-IS" Lease. Tenant acknowledges that it has i nspected the Premises and Tenant warrants and agrees that it is thoroughly familiar with the Premises and all aspects thereof, including, w ithout limitation, the physical condition of the Premises , the zoning of the Premises and all other rest rict ions and lim itations applicable to the Prem ises (whether or not of public record). Tenant acknowledges and agrees that th e Premi ses are satisfactory to Tenant in all resp ects. Tenant agrees that neither Landlord nor anyone acting on Landlord's behalf has made any representation or LA 114813· 7924-4817 vl warranty of any kind or nature whatsoever respecting the condition of the Premises, their suitability for Tenant's use, or any other matter relating to the Premises (including, but not limited to, the environmental condition of the Premises) or this Lease, and Tenant agrees that it is leasing the Premises in their "AS-IS CONDITION AND WITH ALL FAULTS". 6. Maintenance. (a) Tenant agrees that it will , at its sole cost and expense, maintain the Premise s and all portions thereof, in a good, clean and safe condition and state of repair , including the making of all necessary repairs or replacements due to normal wear and tear and use of external and internal port ions of the Premises. The foregoing includes, without limitation, Tenant's duty to provide for normal janitorial servicing of the Premises. Landlord will not provide normal la ndscaping or gardening services on the Property , as no portion of the Property that is landscaped is included in the leased Premises. Tenant agrees that Tenant is solely responsible for the security, protection and insuring of its equipment, materials and other property, and that of its employees, servants and contractors, located on or about the Premises . Tenant agrees that Landlord will have no liability of any kind or nature respect ing any loss or theft of, or damage to, any such equipment, materials or other property. (b) Landlord agrees that it will, at its sole cost and expense, provide for maintenance of a substantial nature required for the upkeep of all plumbing , heating, air conditioning, ventilating, electrical and other facilities and utilities serving the Premises, and the structure of all walls, floors, ceilings, roofs, windows, doors, driveways, sidewalks, and parking Jots on the Property and Property. For purposes of this Subsection 6(b), "mainten ance of a substantial nature" shall be defined as maintenance estimated to cost more than $5,000. Tenant shall provide Landlord with notice of the required main tenance and with no fewer than two (2) estimates showing costs anticipated to exceed $5,000. Such notice shall be provided to Landlord prior to Landlord's annual or mid-year budget approval so that the cos t of the maintenance can be included in the budget or budget revision. Should unanticipated emergency maintenance of plumbing, heating, air conditioning, ventilating, electrical or other facilities or utilities arise, Tenant may either perform the maintenance itself and seek reimbursement from Landlord or may immediately request that Landlord undertake the maintenance work to ensure continued habitability of the Premises. 7. Insurance. Tenant agrees to keep and maintain public liability and property damage insurance respect in g the Premises, naming Landlord as an additional ins ured, in form and amounts (not less than $1,000,000 per occurrence) and with insurers reasonably satisfactory to Landlord. Tenant also agrees to keep and maintain a policy or poli cie s of fire and extended coverage insurance, with vandalism and malicious mischief endorsements, in the name of Landlord and with loss payable to Landlord, to the extent of the full replacement cost of the imp rovements located on the Premises and otherwise in form and with insurers reasonably satisfactory to Landlord. Tenant also agrees to keep and maintain worker's compensation insurance coverages for its LA 11~1113-7924-48 I 7 "I employees in the minimum amounts requi red by California law. All such insurance will be primary and no t contributing with any insurance which Landlord may maintain, and the insurer providing such insurance must agree that such insurance will not be changed or cancelled except upon at least thirty (30) days prior written notice to Landlord. Tenant waives any and all rights of recovery against Landlord and its officials, officers, agents and emp loyees on account of loss or damage occasioned to Tenant or its property or the prope rty of others under its control, to the extent that such loss or damage is in sured agains t under the fire and extended coverage policy required to be kept and maintained by Tenant und er this Lease; and Tenant s hall cause each policy required to be kept and maintained by it under this Lease to provide that the insurer waives all right of recovery by way of subrogatio n against Landlord in connection with any damage covere d by such policy. Tenant w ill provide Landlord with copies of the policies of such insurance or cert ifi ca te s evidencing such insurance upon execution of this Lease and from time to time thereafter as reaso nably requested by Landlord. 8. Indemnification . In addition to, and without lim iting , Tenant's other obligations of indemnity under thi s Lease, Tenant agrees to indemnify, protect, defend (by counsel reasonably satisfactory to Landlord) and hold Landlord and its officials, officers, agents and employees, and each of them, harmless from and against all claims, losses, li abilities, actions, judgments, costs and expenses (including reasonable attorneys' fees and costs) wh ich they, or any of them, may s uffer or incur arising from or relating to (a) Tenant's use of the Premises, (b) any negligence, act or omission of Tenant, its agen ts, employees, contractors, guests or invitees in or abo ut the Premises or (c) any default by Tenant under this Lease. 9. Utilities. Tenant agrees to pay, as additional rent, before delinquency, for all water, sewer, gas, heat, light, power, telephone service, refuse removal and all other utilities or services of any kind sup plied to the Premises. It is agreed that Landlord is not liable for any failure or interruption of any utility or service, and the failure or interruption of any utility or service will not entitle Tenant to terminate this Lease or stop making any rental or other payments due under this Lease. 10. Taxes . Tenant shall pay, as additional rent, before delinquency all real property taxes and assessments (both general and specia l) levied or assessed against the Premises during the term of this Lease. Tenant shall promptly furnish Landlord with satisfactory evide nce that such taxes and assessme nts have been paid. If any such taxes and assessments cover any period of time after the expiration of the term of this Lease, Tenant's share of such taxes and assessments will be equitably prorated to cover only the period of t im e within the tax fiscal year this Lease is in effect. Tenant shall also pay before delinquency all taxes levied or assessed against Tenant's trade fixtures, equipment and personal property located at the Premises or elsewhere. If Tenant fails to pay any taxes or assessments required to be paid by it under this Lease, Landlord, at its option, may pay the same and Tenant agrees to reimburse Landlord therefore immediately upon demand. Tenant acknowledges that this Lease may create a possessory interest subject to taxation and that Ten ant may be subject to payment of any and all taxes levied on that possessory interest. LA 114R 13· 7924-48 17 ,., 11. Alterations. Tenant agrees that it will not make any alterations or imp rovements to the Bui ldin g or Premise s, or any portion of the Building or Premises , without Landlord 's prior wri tten consent , which will not be unreasonab ly withheld; provided , that if th e alterations or additions would affe ct the structural portions of the Premises, including , without limi tati on, t he exterior or in terior load-bearing walls, the foundation or the roof of the Premises, Landlord shall be under no obl iga ti on to give its consent. If Landlord consen ts to th e making of any alterations or improvements, Tenant agrees that s uch alterations or improvements will be made in strict co mpliance w ith all applicable laws, ru le s and regulations of all governmental authorit ies having jurisdiction, will be performed i n a good and wo rkm anlik e manner, and will be made in comp l iance with such other conditions , including, witho ut limitation , the obtain i ng of performance and complet ion bonds, as Landlord may require in connection with the granting of its consent. Tenant ag rees that it wi ll pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or fo r use on t he Premises, whic h claims are or may be sec ured by any mechanics' or materialmen's lien against the Premises or any interest th ere in. All alterations and improve ments made by Tenant shall , at Landlo rd 's option and at Tenant's so le cost and expense, be removed from the Premises at the end of the term of t his Lease and the Premises restore d to th eir condition prior to the making of such al terations or imp ro vements. 12. Ten ant's Property . Al l trade fi xtu res , equipment and pe rsonal property of Tenant located at the Premises will remain the property of T enant during the te rm of this Lease and may be removed by Tenant at any time and shall be removed by T enant p ri or to the expiration or othe r termination of the term of this Lease. Tenant, at Tenant's cost and expense , must promptly repair all damage to the Premises occasioned by the removal of its trade fixtures, equ ipm ent and personal property. 13. Damage and Destruction. If the Premises or any portion thereof are damaged or destroyed by any casualty (wheth er or not i nsu red), and the cost of repairing or resto ri ng the Premis es exceeds one month's rent or if the repa i rs and restorations wo uld require more than one month to comp le te once commenced, then either Landlord or Tenant may ca ncel th is Lease upon the giving of written notice to the other. Upo n any ca ncell atio n of th is Le ase pursuant to the provisions of this Section, all proceeds of in surance shall be th e so le property of Landlord, and Tenant shall have no right or interest therein. 15. Sub lease or Assignment. Ten ant ma y no t su blease or assign this Lease or sublet or assign the right s to all or any part of the Premises nor perm it the occupancy th ereof by any other person or en tity without the express written consent of Landlord, whic h consent may b e withheld in Landl o rd 's sole discretion . 16. Default. The occurrence of any one or more of the following shall consti tute a default by T enant: (a) Vacatio n or ab andonme nt of t he Premis es by T ena nt. LA #48 13-7924-4RI7 vi (b) Default of the services agreement between Landlord and Tenant referenced in section 3(b), when such default is not cured as required by that agreement. (c) Failure by Tenant to make payment of rent or any other payments required to be made by Tenant hereunder as a nd when due. (d) Failure by Tenant to keep and maintain any of the insurance required to be kept and maintained by Tenant under this Lease. (e) Suspension of Tenant's active corporate status due to failure to file required paperwork with the State of California or for any other reason, or loss of Tenant's tax exempt status due to failure to file required paperwork with the State of California or United States government or for any other reason. (f) Failure by Tenant to observe or perform any of the covena nts or provisions of this Lease, other than as provided in subsections (b) and (c) above, when such failure continues for a period of 30 days after written notice of such failure is given by Landlord to Tenant; provided, that if the nature of Tenant's failure is such that more than 30 days are reasonably required for its cure, then Tenant will not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completio n. 17. Remedies. If Tenant is in default, then, in addition to all other rights and remedies which Landlord may have at law or in equity, Landlord has the following rights and remedies which are not exclusive but are cumulative: (a) To the extent permitted by law, Landlord can, with or without terminating this Leas e, reenter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or e lsewhere at the cost and for the account of Tenant. If Landlord elects to reenter or shall take possession of the Premises pursuant to legal proceedings or pursuant to any notice provided by law, and if Land lord has not elected to terminate this Lease, Landlord may either recover all rent as it becomes due under this Lease or relet the Premises or any part or parts thereof for such term or terms and upon such provisions as Land lord may deem advisable and will have the right to make repairs to and alterations of the Prem ises. No ree ntry or taking possession of the Premises by Landlord is to be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant by Landlord . Notwithstanding any reletting without termination by Landlord because of Tenant's default, Landlord may at any time after such reletting elect to terminate this Lease because of such default. If Landlord elects to relet the Premises without terminating this Lease, then rent received by Landlord therefrom will be applied as follows: (i) First, to any indebtedness from Tenant to Landlord other than rent due f rom Tenant; LA #48 1 ~-7924-4RI7 v I (ii) Second, to all costs and expenses, including, without limitation, for maintenance, repairs or alterat ions, incurred by Landlord in connection with reletting the Premises; and (iii) Third, to the payment of rent due and unpaid under this Lease and the residue , if any, will be held by Land lord and applied in payment of future rent as the same may become due and payable under th is Lease and to any damages and other amounts which Landlord is otheiWise entitled to under this Lease. Should that portion of such rent received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by Tenant, then Tenant agrees to pay such deficiency to Landlord immed iately upon demand. In no event will Tenant be entitled to any excess rent received by Landlord from such reletting. (b) Landlord can terminate Tenant's right to possession of the Premises at any time. No ac t by Landlo rd other than giving written notice to Tenant will terminate this Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord has the right to recover from Tenant: (i) The worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Lease; (ii) The worth, at the time ot the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; (iii) The worth, at the time of the award, of the amount by which the unpaid rent fo r the balance of the term after the time of award exceeds the amount of the lo ss of rent that Tenant proves could have been reasonably avoided; and (iv) Any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by Tenant's default. "T he worth, at the time of the award," as used in (i) and (ii) of this subsection (b), is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. MThe worth, at the time of the award," as referred to in (iii) of this subsection (b), is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1%. (c) Landlord can have a receiver appointed to collect rent and conduct Tenant's business . Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Lease. LA 848 1:\·7924-48 17 vi (d) Without waiving the default, Land lord can, at its sole option, pay such sums and/or take such actions as are necessary in Landlord's reasonable judgment in order to cure the default , and all sums expended or incurred by Land lord in connection therewith, together with interest thereon at the max imum rate permitted by law, shall be paid by Tenant to Landlord immediately on demand. 18 . Landlord Entry . Landlord and its au thorized representatives shall have t he right up on two (2) business days' written notice to T enant to enter all portions of the Premise s for any of the following purposes: (a) to determine whether the Premises are in good condition and whether Tenant is co mply ing with its ob ligati ons under this Lease ; (b) to inspect the Premises; (c) in connection with Landlord's design and construction planning respecting Landlord's future use of the Premises; and (d) to post not ices of nonresponsibil ity. Notwithstanding the foregoing to the contrary, Landlord an d its authorized representatives shall have the right to enter the Premises at any time, and without notice to Tenant , where an emergency situatio n necessitates such entry. No exercise by Landlord of its rights under this Sect ion shall entitle Tenant to any damages for any injury or inconvenience occasioned thereby or to any abatement of rent or othe r amounts payable und er th is Lease. 19. Surrender of Premises. Upon t he exp iration or other termination of the term of this Lease, Tenant agrees to surrender possession of the Premises, and every party thereof, to Landlord in good order, condition and repair, ordinary wear and tear alone excepted . "Ordinary wear and tear'' does not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all of its obligations under this Lease. 20 . Notices . Except as otherwise provided, all notice s required or permitted to be given under this Lease must be in writing and addressed to the parties at their respective notice addresses set forth below; provided, that notices to Tenant may also be effectively given in writing and addressed to Tenant at the Premises address . Notices must be given by persona l delivery (including by commercia l delivery service) or by first-class mail, postage prepaid. Notices will be deemed effectively given, in the case of personal delivery, upon receipt (or if recei pt is refused, upon attempted delivery), and in the case of mailing, three (3) days following deposit into the custody of the United States Pos tal Service . The notice addresses of the parties are as follows : If to Landlord : LA ~4RI3-7924-41\17 '1 City of Temple Cit y 9701 Las Tunas Drive Temple Cit y, California 91780 Attention: City Manager With a copy to: Eric S . Vail, Assistant City Attorney Burke, Williams & Sorensen, LLP 228 0 Market Street, Suite 300 Riverside, Cal ifornia 9250'1-2121 If to Tena nt: Temple City Cham be r of Commerce 9050 Las Tunas Drive Temple City, California 91780 21. Waiver a nd Re lease of Be nefits. L essee ack no wledges th at upon expiration of th e T e rm, including any extensio n thereof, or upon termination of any holdover tenancy (collectively "Exp irat io n of Tenancy"), Le ssee migh t be or become eligible to receive compensation, re imburs eme nt, assistance, i ncluding, but no t limited to , th e fair market value of rea l and personal property, loss of goodwill, loss of p rof its, actual and reasonable expenses for moving a bu siness , loss of tangible personal property as a result of moving the business , expenses incu rr ed in searching for a replacement site for the business, expenses to rees tablish the busine ss at t he new site, "in-lieu payments," and other such ben efits (co llectively "Benefi t s") un der the California Relocation Ass is tance Act (Govern ment Code §7260 , et seq.), T itle 25 of the Ca lifornia Code of Regulations, Article 1, § 19 of the California Constitution, the Ca l ifornia Eminent Domain Law (Code of Civil Procedure § 1230.010, et seq.), or other similar local, st ate, or federal statute, ordi nan ce, regulat ion, rule, or decisional law (co lle ctively "Co mpensatory Laws "). Lessee furth er acknowledges that it has received full and fa ir compensation of all Benefits Lessee is or might be or might become entitled to recover f rom the City of Temple City as a resu lt of, or in any way related to, Expira tion of t he Tenancy, City's acquisition of the Premises , and City's occupancy and possession of the Premises. Therefore, being fully in f orme d of and und e rstanding the acknowledgments made herein and of Lessee's right s or potential righ ts to Benefits under the Compensatory Laws, Lessee hereby expressly and uncon dit ionally waives, and Releases the City from, any an d all rights of Lessee to claim, demand, sue for, or receive any Benefits which Lessee is or might be o r might become entitled to rec over from the City as a result of, or in any way related to, Expiration of th e Ten a ncy, City's acqu isition of the Prem ises , and City's occupa ncy and possess ion of the Premises . 22. General. {a) The acc eptance by Landlord of any renta l or other payments due hereunde r with knowledge of the breach of any of the terms, covenants or provis ions of this Lease by Tenant shall not be construed as a waiver of any such breach. The acceptance at any tim e or times by Landlord of any sum less th an that which is required to be paid by Tenant shall, unless La ndlord specifically agrees otherwise in writing, be deemed to have been received only on account of the ob ligation for which it is paid , an d shall not be deemed an accord an d satisfaction notwithstanding any provisions to the cont rary written on any check or contained in any writing transmitting the same. (b) The titles to th e sections of this Lease are for co nvenie nce of reference onl y and are not a part of t his Lease and shall have no effect up on the construction or interpretat io n of any part of th is Lease. Any exhibits attached to this Lease are , however, a part of th is Lease. This Le ase shall be govern ed by and construed in accordance with the laws of the State of California, without regard t o any oth erwise governing principles of L1\ #48 1 ~·7924-18 1 7 v I conflicts of law. In construing this Lease, none of the parti es to it shall have any term or provision construed against it solely by reason of its having drafted the same. (c) Any provision of this Lease that is invalid, illegal or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceab i lity without invalidating, diminishing or ren dering unenforceable the rights and obligations of the parties under the remaining provisions of this Lease. (d) No term or provision of this Lease may be amended, altered, modified or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment, alteration, modification or waiver is sought. Any amendm ent, alteration, modification or waiver shall be for such period and subject to such conditions as sha ll be specified in the written instrument effecting the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given. (e) This Lease and all exhibits attached to it constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all pr ior or contemporaneous agreements (whether written or o ral) with respect to that subject matter. (f) This Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (g) If either party hereto brings an action to enforce the terms hereof o r declare rights hereunder, the prevailing party in such action, on trial or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the co urt. The parties have caused this Lease to be duly executed by their respective du ly authorized officers or representatives as of the date first set fort h above. LA N4Rt:l-i924-GR17 \'I [Notary Acknowl edgement Required] [Not ary Acknowledgement Required] Attest: City Clerk By : ~~~~~~~~­ Eric S. V a il City Attorney LA ~48 1 3·i9::'~-4SJ/ 'l TEMPLE CITY CH AMBER OF COMMERCE ' By: Y4:ecr-ch,cn ~{· I'J President TEMPLE CITY CHAMBER OF COMMERCE By: ~a~~ c_~~e2 s~:bC'~ C IT Y OF TEMPLE CITY By: .l~::l~ I ~ ~se~ijSe-Tracey Hause ~~~Acting City Manager • EXHIBIT"A" {Lega l Description of Premises) That Building located on the Parce l consis ting of a portion of Sunny View Tract Land describe d in Parce l 3 of Document 919187,052901 , portion of Lot 8. See attached Map "Exhibit 8" for further descrip tio n of the Parcel. LA J14S 13-792~ -~ 817 ' I LA 114RD-792.:1-ISI7 ''I EXHIBIT "B" (Map Diagram) PROVIDED ON THE NEXT PAGE Temp le City Chamber of Commerce 90 50 Las Tunas Drive "Exhibit B" CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ¢¢&'~~-«~~«««..«'«~-«~~«-««««.etQ.¢<".('X'~««.<:f.et.CS State of California } county of l... .. os An c?]e-1-es On De~ . 13 I :z_o 12-before me, J?fA?lg~ K_uo ' N 0 m w Oale ~7-f Here lnser1 Name and Tollo o1 1roo "oiit;, personally appeared -'N'--'--"'-'(t'-1""-dj'-""O_Y'_-,-=~:..___}~C('-'-n..!...'e""-----.-2Chtt~· ~t/'::-:i'e.~z_=--------­'~ame(•l of Siglilr(s) PEGGYKUO Comlftlllton t1 1112591 NoW}< Public -Clllforftta lot Angetu County ?: Comm . Ex Ires Dec 5. 2014 Place Nolary Seal AbcMI who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capadtyOes), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha ---------------------OPTIONAL------------------------- Though the information below is not requi red by taw. It may prove valuable to persons relying on the document and could prevent fraudulent r emoval and reaNachment of this fo r m to another docum ent. Description of Attached Document nueorTypeofDocument:!. c... Cha.mberof em~ U tt St. .A-c;;retm~ Document Date: De c... . 4 I 2-0 I 2-Number of Page s: _ __,_I -~!.-.._ ___ _ Slgner(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:------------- 0 Individual 0 Corporate Offi cer-Title(s): 0 Partner-0 Limited 0 Genera l 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: ________ _ Signer Is Representing: ___ _ Top ol lhl.mb here Signer's Name: _____________ _ 0 Individual 0 Corporate Officer -Ti Ue(s): --------- 0 Partner -0 Limited 0 Genera l 0 Attorney in Fact O Tru stee 0 Guardian or Conservator 0 Other: _________ _ Signer Is Re presenting : ____ _ tik._~·q;;~••;<X:C!;O.<i;\&"W~~'C(."'CG'\Oi<-~.Y,~'YCQ(,~~'q(:.~~~-m~ 02007 Nalional Nolary AssociabOn • 9350 Do Solo AYe .. P.O Bel< 2402 • Cha~. CA 91313-2402 • www NabOnalNolaryQIV liem 15907 Reorder. c.J1 Tof.Ftee 1-800-876-61127 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~..eym~~««««««.s:ro««~.cr.&««~~.¢f,<i<?«.(;'('..c<)C<'«QM-«.s:xte<'e~ State of California County of _JL~o~S.,.__---...:..Av...:.-J.....!.:C'~JI-'"'G'-wl C:...::...:;;;S;zz__ __ _ } On De c.. 13. '7-0 12. before me, Pet?y;r,.J K..u 0 I N Q m 1--'-..J PCAbl:.v Oato r :r H&re lnsort N;'II"Y'M' nnt1 T1fl e o f t'lo 011 ccr -/ personally appeared v e+u j u n g sl-J I K th 0 .I Norne(sl ol Slgoer(sl who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/s he/they executed the same in his/her/their authori zed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I ce rtify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Plaoo Notary Soel A.bcMJ WITNESS my ·f:t and official seal. Signature J?~ :a OiN0\8rYPUiiC OPTIONAL------------------------- Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and realla chmcnt of this form to another document. Description of Attached Document Title or Type of Document: .I:_ t . Cd:? arnb&t 0 f f!awme.a _g d UM e &!jY l!:tl~ Document Date: D..e. C . tf 1 bO I a_ Number of Pages: _--L.I4---'------ Signer(s) Other Than Named Above: Capacity(ies) Cl aimed by Signer(s) Signer's Name:------------- 0 Individual 0 Corporate Officer-Tille(s): 0 Partner -0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: ________ _ Signer Is Representing: ___ _ Signer's Name: _____________ _ 0 Individual 0 Corporate Officer-Title(s): --------- [1 Partner -D Lim ited 0 General Ll Attorney in Fact C Trustee ~ Guardian or Conservator =:Other: _________ _ Signer Is Representing: ____ _ Top ol thumb rcrc ~"\X"C<X~e<J~>~~~'!k.(I£<;$;<~0CC~"Q<:.~W..W~~~"®.~-mm.og;.13 0 2007 Nal.orul Nolary Assoc::aolllOn • 9350 De Solo A..,. . PO Bo• ~'102 • ct.atswo<th. CA 91313-2;102 •......, Natian<IN .. Lary "'11 llem •5907 AOO<der: Call TQjj.Freo .aoo.876-6827 LA #~SIJ-792~-1 8 1 7 vi LEASE AGREEMENT by and between THE CITY OF TEMPLE CITY and TEMPLE CITY CHAMBER OF COMMERCE Dated Novembe r 17 , 2015 ATTACHMENT B LEASE AGREEMENT This LEASE AGREEMENT ("Lease"), dated as of De cember 4 , 2015 , is entered into by and between th e CITY OF TEMPLE CITY, a charter law city a nd municipal corporation (the "Landlord "), and th e TEMPLE CITY CHAMBER OF COMMERCE , a California 501 (c )(6) nonprofit corporation (th e 'T en ant"), who agree a s follows: RECITALS This Lease is made with reference to th e following facts and circumstances , which are a part of this Lease and are agreed to be correct: A. Landlord is the owne r of certain real property (the "Property") located in the City of Temple City, County of Los Angeles, State of California commonly known as 9050 Las Tunas Drive . A legal description of the Property is set forth in attached Exhibit "A ", and depicted in the diagram attached as Exhibit "B". B . The Property is improved with a on e story building (the "Building ") consisting of approximately one thousand fifty-six (1 ,056) square feet of floor area . C . Tenant wishes to Lease the Building (the "Premises") and Landlord is willing to lease the Premises to Tenant, all subject to the terms and provis ions of this Lease . The parties acknowledge and agree that the Building is located adjacent to a public parking lot owned by Landlord and occupying the Property, and that the parking lot does not constitute any portion of the Pre mises leased by Tenant. D. Tenant wishes to secure parking for its operations in the Building from parking available in Landlord 's parking lot located on and adjacent to the Property , and Landlord is willing to dedicate a number of parking spaces to Tenant during Tenant's normal business hours . 1. Demise . (a) On and subject to the terms and provisions of this Lease , Landlord leases to Tenant and Tenant leases from Landlord the Premises . (b) In connection with Tenant's lease of the Premises , Landlord agrees to reserve for Tenant's exclusive use, and post notices to that effect , four (4) park ing spaces in the public parking lot owned by Landlord and located on and adjacent to the Property. During Tenant's normal business hours of 10:00 a .m . to 5 :00 p.m ., Monday through Thursday , these four (4) parking spaces shall be reserved f or the use of Tenant and Tenant's guests , agents , employees , and invitee s . Tenant agrees that Tenant has no other right under this Lease to the public parking lot and that if Tenant des ires to use said parki ng lot for any purp ose oth e r than utili z ati o n of th e four (4 ) parking s paces a s provid ed i n t h is section , T e na nt s hall request a pe rmit to us e the pa rki ng lot and Landlord shal l re vi ew suc h req ues t a nd ma y app ro ve or deny s uc h req uest i n its so le a nd absolute d iscretio n. L A #-1 8 13-792-1--18 17' I 2 . Term. The term of this Lease commences on the date hereof and contin ues thereafter for a period of three (3) years and, unless earlier terminated , automatica lly expires on December 3 , 2018 , without the necess ity of any notice or oth e r action on Landlord 's part. Notwithstand ing the foregoing , Tenant may at its so le discretion and with sixty (60) days notice to Landlord, request and upon s uch request shall be granted a two (2) year extension of the Term . Such extension shall be immediately effect iv e but t he parties shall thereafter execute an amendment to this Lease memorializing such extension . No further extension beyond the three (3) year base term and two (2) year extension may be request ed or granted und er this Lease , a nd a new agreement between the parties shall be required to effectuate any such furthe r extension . 3. Use ; Compliance with Laws . (a) The Prem ises must be us ed by Tenant as a Chamber of Commerce Building and Visitors' Center. This includes receiving visitors to the city of Temple City, holding meetings re lated to the purposes for which Tenant is incorporated, servi ng as a site for the disse mination of information about the City and its businesses , allowing business owners and employees in Temple City to interact on the Premises , and serving as an office for the planning and implementation of these and similar activities . (b) Tenant and Landlord currently have a service agreement under which Tenant performs services related to public information , business promotion and assistance with City economic development projects. Should that service agreement be terminated by either party, Landlord may, at its sole option and in the exerc ise of its sole discretion , terminate this Lease prior to the end of the Term . (c) Tenant agrees that, in addition to the services set forth in the service agreement and as partial conside ration for Landlord 's willingness to enter into this Lease at the rental amount set forth below , Tenant will make the conference room available to Temple City based com munity groups and res identia l associations that are not eligible for Chamber membership for the purpose of allowing those entities to hold meetings and similar events -following the same rules and regulations per the Chamber's conference room renta l agreement. Tenant recognizes that the confere nce room in the Prem ises is an asset to the people of the City of Temple City and that geographic location of the premises makes it attractive to entities wishing to hold meetings near the City's business district. In recognition of these facts and in concert with Tenant's promotion of the City and its businesses , Tenant agrees to work with Landlord 's staff to determin e appropriate times and conditions for the use of the Premises by the above-referenced groups . (d) Tenant agrees that the Premises and its use of the Premises will at all times be in strict compliance with all applicable laws, rules and regulations of all governmental autho riti es hav i ng jurisdiction , and Tenant, at its sole cost and expense, agrees to co m p ly with all such laws , rule s a nd regu lation s, including , without limitation, all laws , rules and regulation s requiring the making of st ructura l or extraordinary re pairs or replacements to the Premises. I !\ I/-I XI 3·792 1-l817' I 4. Rent. As rent for the Premises, Tenant agrees to pay to Landlord the sum of $1.00 per month. Rent is to be paid in advance by check or wire transfer. The first installment of monthly ren t is due on the date hereof and subsequent installments are du e and payab le on the same day of each succeeding monthly during the term of this Lease . 5. "AS-IS" Lease . Tenant acknowledges that it has i nspected the Premises and Tenant warrants a nd agrees that it is thoroughly familiar with the Premises and a ll aspects the reof, including, without limitation , the physical condition of the Premises , the zon ing of the Premises and al l other res tri ct ions and limitation s applicable to the Premises (whether or not of public record). Tenant acknowledges and agrees that the Premises are satisfactory to Tenant in all respects . Tenant agrees that neither Landlord nor anyone acting on Landlord's behalf has made any representation or warranty of any kind or nature whatsoever respecting the condition of the Premises, their suitability for Tenant's use, or any other matter relating to the Premises (including, but not limited to, the environmental condition of the Premises) or this Lease, and Tenant agrees that it is leasing the Premises in their "AS-IS CONDITION AND WITH ALL FAULTS". 6. Maintenance. (a) Tenant agrees that it will , at its sole cost and expe nse, maintain the Premises and all portions thereof, in a good, clean and safe condit ion and state of repa ir, including the making of all necessary repai rs or replacements due to normal wea r and tear and use of externa l and internal portions of the Premises. The foregoing includes , wit hout limitation , Tenant's duty to provide for normal janitorial servicing of the Premises . Tenant agrees that Tenant is solely responsible fo r the security, protection and insuring of it s equipment, materials and other property, and that of its employees, servants a nd contractors, located on or about the Premises . T enant agrees that Landlord w ill have no liability of any kind or nature respecting any loss or theft of, or damage to , any such equipment, materials or other property . (b) Landlord agrees that it will, at its sole cost and expense , provide for maintenance of a substantial nature required for the upkeep of all plumbing , heating , air conditioning , ventilating , electrical and other facilities and utiliti es serving the Premises , and the structure of all walls , floors , ceilings, roofs , windows , doors , driveways , sidewalks, and parking lots on t he Property and Property. For purposes of this Subsection 6(b), "ma inten ance of a substantial nature" shall be defined as maintenance estimated to cost more than $5 ,000. Tenant shall provide Landlord with notice of the required maintenance and with no fewer than two (2) estimates showing costs ant icipated to exceed $5,000 . Such notice shall be provided to Landlord prior to Landlord's annual or mid -ye ar budget approval so that the cost of the maintenance can be included in the budget or budg et revision . Should unanticipated emergency m ai ntenance of plumbing , heating , air conditioning, ventilating , electrical or oth e r fac iliti es or utilities a ri se, Tenant may e ith er perform the ma i ntenance itself and see k LJ\ #48 13 -792-1--18 17 'I reimbursement from Landlord or may immediately request that Landlord undertake the maintenance work to ensure continued habitabil ity of the Premises. 7 . Insurance. Tenant agree s to ke e p and maintain public l iabi lity and property damage insurance respecting the Premises , naming Landlord as an additional insured , in form and amounts (not less than $1,000,000 per occurrence) and with insurers reasonably satisfactory to Landlord . Tenant also agrees to keep and maintain a policy or policies of f ire and extended cove rage insurance, with vandalism and malicious mischief endorsements, in the name of Landlord and with loss payable to Landlord, to the extent of the full replacement cost of the improvements lo cated on the Premises and otherwise in form and with insurers reasonably satisfactory to Landlord . Tenant also agrees to keep and ma intain worker's compensation insurance coverages for its emp loyees in the minimum amounts required by California law . All such insurance will be primary and not contributing w ith any insurance which Landlord may maintain , and the insurer providing such insurance must agree that such insurance will not be changed or cancelled except upon at least thirty (30) days prior written notice to Landlord . Tenant waives any and all rights of recovery against Landlord and its officials , officers , agents and employees on account of loss or damage occasioned to Tenant or its property or the property of others under its control , to the extent that such loss or damage is ins ured against under th e fire and extended coverage policy required to be kept and maintained by Tenant under thi s Lease; and Tenant shall ca use each policy required to be kept and maintained by it under this Lease to provide that the insurer waives all right of recovery by way of subrogation against Landlord in co nnection with any damage covered by such policy . Tenant will provide Landlord with copies of the policies of such insurance or cert ificates evidencing such insurance upon execution of this Lease and from time to time thereafter as reasonably requested by Landlord . 8 . Indemnification. In addition to , and without l imiting , Tenant's other obligations of indemnity under this Leas e , Tenant agrees to indemnify, protect , defend (by counsel reasonably satisfactory to Landlord) and hold Landlord and its officials, officers , agents and employees, and each of them, harmless from and against all claims , losses , liabilities, actions , judgments , costs and expenses (including reasonable attorneys ' fees and costs) which they, or any of them , may suffer or incur arising from or relating to (a) Tenant's use of the Premises , (b) any negligence , act or omission of Tenant , its agents, employees , contractors , guests or invitees in or about the Premises or (c) any default by Tenant under this Lease. 9 . Utilities . Tenant agrees to pay, as additional rent , before delinquency, for all water, sewer, gas, heat, light , power, telephone service, refuse removal and all other utilities or services of any kind supplied to the Premises . It is agreed that Landlord is not liabl e for any failure or interruption of any uti lity or service , and the failure or interruption of a ny utility or service will not entit le Tenant to terminate this Lease or stop making any rental or other payments due under t his Lease . 10 . T axes . T e na nt s ha ll pay , as additio na l re nt , before de linqu e ncy all re al p rop e rty taxes a nd assessm ents (both g e ne ra l and spec ial) lev ied or assessed aga inst t he l .t\ #.J 8 13-792.J-l817 ' I Premises duri ng the term of th is Lease . Tenant shall promp t ly furnish Landlord with satisfactory evidence that such taxes and assessm e nts have been paid . If any such taxes and assessments cover any period of tim e afte r the e xpiration of the term of this Lease , Tenant's share of such ta xes and ass es sments will be equitably prorated to cover only the period of time within the ta x fisc a l y e ar this Lease is in effect. Tenant shall also pay before delinqu e ncy a ll ta xes lev ie d or a sse ssed against T e nan t's t ra de fixtures , equ ipment and personal property lo ca t ed at the Prem ises or elsewhere . If Tenant fails to pay any ta xes or assessmen ts re qu ired to be pa id by it under this Lease , Landlord , at its option , may pay the same and T e nant agree s to reimburse Landlord therefore immediate ly upon demand . Tenant a cknow ledges t hat this Lease may create a possessory interest subject to taxation and that Tenant may be subject to payment of any and all taxes levied on that possessory interest. 11 . Alterations . Tenant agrees that it will not make any alterations or improvements to the Building or Premises , or any portion of the Bu ilding or Premises , without Landlord 's prior written consent , which will not be unreasonably withheld ; provided , that if the alterations or additions would affect the structural portions of the Premises , including , without li m itation , the exterior or interior load-bearing walls, the foundation or the roof of the Premises, Landlord s hall be unde r no obligation to give its consent. If Landlord consents to the making of a ny alterations or improvements, Tenant agrees that such alte rations or improveme nts wil l be made in strict comp l iance with al l app licable laws , ru les and regu lations of a ll governmenta l authorities having juri sd ict ion, will be performed in a good and workmanlike manner, and wil l be made in compliance with such other co nd it ions , including, without limitation , the obta ining of performance and completion bo nds, as Landlord may require in connection with the granting of its consent. Tenant ag rees that it will pay , when due , all claims for labor or materia ls furnished or alleged to have been furnished t o or for Tenant at or for use on the Premises , wh ich cla ims are or may be secured by any mechanics' or materialmen 's lien aga i nst the Premises or any interest therein . All alterations and improvements made by Tenant sha l l, at Land lord's option and at Tenant's sole cost and expense , be removed from the Premises at the end of the term of this Lease and the Premises restored to their condition prior to the making of such alterations or improvements . 12 . Tenant's Property . All trade f ixtures , equ ipment and pe rsonal property of Tenant located at the Prem ises will re main the property of Tenant du ri ng the term of th is Lease and may be removed by Te nant at any time and shall be removed by Tenant prior to the expiration or other termination of the term of this Lease . Tenant, at Tenan t's cost and expense, must promptly repair all damage to the Premises occasioned by the removal of its trade fixtures , equipment and persona l property . 13 . Damage and Destruction . If the Premises or any portion thereof are damaged or destroyed by any casualty (whether or not insured), and the cost of repair i ng or restoring t he Pre mises excee d s on e month 's re nt or if th e re pairs and res to rations would requ ire more than on e month to co mplete o nce c omm e nce d , th e n e it her Lan dlo rd or T en an t may cance l th is Lease upon th e g iving of w ritten notice to th e other . U pon any cancellat ion of t hi s Lea se purs uant to the prov isions of thi s Sectio n , all proceeds of I .A #-18 13-79:."!-1--181 7' I insurance shal l be t he sole property of Landlord , a nd T enant s hall have no right or interest there i n. 15. Sublease or Assignmen t. Tena nt may not sublea se or assign this Lease or sublet or assig n the righ ts to a l l or any part of the Prem ises nor pe rmi t the occupancy thereof by any oth e r person or e nti ty without the express written consent of Landlord , wh ic h consent may be wi thheld in Land lord 's sole discretion . 16 . Default. The occurrence of any one or more of the fol lowing shall constitu te a default by Ten ant: (a) Va cation or abandonment of the Premises by Te nant. (b) Defau lt of the services agreement between Landlo rd and Tenant refere nce d in section 3(b), when such default is not cured as req uired by that agreement. (c) Fa il u re by Tenant to make payment of rent or any other payments requ ired to be made by Te nant hereunder as and when due . (d) Fai lure by Tena nt to keep and maintain any of the in su ranc e requi red to be kept and maintained by Tenant under this Lease . (e) Suspension of Tenant's active co rporate status due to failure to file re quired paperwor k with the State of Cal ifornia or for any other reason , or lo ss of Tenant's tax exempt sta tus due to fai lure to file required paperwork w ith the State of California or United States governm e nt or for any other reason . (f) Failu re by T ena nt to observe or perform any of the covenants or provis ion s of this Lease , other than as provided i n subse ctio ns (b) and (c) above , when suc h failure continues fo r a period of 30 days after written notice of such fai lu re is given by Landlord to Tenant; provided, that if the nature of Tenant's failure is such that more tha n 30 days are reasonably required for its c ure, t hen Tenant will not be deemed to be in default if T e nant commences such cure within said 30 day period and thereafter diligently prosecutes such cure to comp letion . 17 . Remedies . If Tenant is in default, then , in addition to all other rights an d reme dies which Landlord may have at law or in equity, Land lord has the following rights and remed ies which are not e xclusive but are c umul ative : (a) To the extent permitted by law , La ndl ord ca n , with or without termi nat ing this Leas e, reenter the Prem ises and remove all property and persons therefrom , and any such property may be removed and stored in a public ware house or elsewhere at the cost and for the account of Tenant. If Land lord ele cts to ree nter o r sha ll take possession of the Premises pursuant to legal proceedings or pursuant to any notice provided by law , and if Landlord has not elected to terminate this Lease, Landlord may either recover all rent as it becomes due under this Lease or relet the Prem ises or any part or parts thereof for such L i\ #.JX 1 3-79~-i-48 17 ' I term or terms and upon such provisions as Landlord may deem advisable and will have the right to make repairs to and a lte rations of the Premises. No reentry or taking possession of the Premises by Land lord is to be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant by Landlord. Notwithstanding any reletting without termination by Landlord because of Tenant's default , Landlord may at any time after such reletting elect to terminate this Lease because of such default. If Landlord elects to relet t he Premises witho ut terminating this Lease , then rent rece ived by Landlord th erefrom will be appl ie d as follows: (i) Fi rst, to any ind ebtedness from Tenant to Landlord other than rent due from Tenant; (ii ) Second , to al l costs and expenses, incl udin g , w ithout limitation , for maintenance , repairs o r alterations , incurred by Landlord i n connection with reletting the Premises; and (i ii ) Third , to the payment of rent due and unpaid under this Lease and the residue , if any , will be held by Landlord and applied in payment of future rent as the same may become due and payable under this Lease and to any damages and other amounts which Landlord is otherwise ent it led to under this Lease . Should that portion of suc h rent received from suc h reletting during any month , which is applied to the paymen t of rent here und er, be less t ha n the rent payab le hereunder during that month by Tenant, t hen Tenant agrees to pay such deficiency to Land lord immediately upon demand . In no event will Tenant be entitled to any excess rent received by Landlord from such reletting . (b) Land lord ca n termi nate T ena nt 's right to possession of t he Premises at any time. No act by Landl ord other t han giving written no ti ce to Tenant will terminate this Lease . Acts of maintenance , efforts to relet the Premises , or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termi nation of Tenant's right to possession . On term in ation , Landlord has the right to recover from Tenant: (i) Th e worth , at the time of the award , of the unpaid rent that had been earned at the time of te rm ination of t hi s Lease ; (ii) Th e worth , at the time of the award , of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of awa rd exceeds the amount of the loss of rent that Tenant proves cou ld have been reasonably avo id ed ; (iii) T he worth , at the time of the award , of the amount by wh ich the unpaid rent for the ba lan ce of th e term after th e time of award exceeds the amount of the loss of re nt that Tena nt proves could have been reasonably avoid ed ; and (iv) Any oth er amount , and co urt costs, neces sary to com pensate La ndl ord for a ll detrim e nt p roximately ca use d by Tena nt's default. I/\ #-IXIJ-792-I-1817 'I "The worth , at the time of the award ," as used in (i) and (ii) of this subsection (b), is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge . "The worth , at the time of the award ," as referred to in (ii i) of this subsection (b), is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award , plus 1%. (c) Landlo rd can have a receiver appointed to collect rent and conduct Tenant's business. Neither th e filing of a petition for the appointment of a receiver nor the appointment itse lf shall constitute an e lection by Landlord to terminate this Lease . (d) Without waiving the default, Landlord can , at its sole option , pay such sums and/or take such actions as are necessary in Landlord's reasonable judgment in order to cure the default, and all sums expended or incurred by Landlord in connection therewith , together with interest thereon at the maximum rate permitted by law, shall be paid by Tenant to Landlord immediately on demand . 18. Landlord Entry. Landlord and its authorized representatives shall have the right upon two (2) business days' written notice to Tenant to enter all portions of the Premises for any of the following purposes : (a) to determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease ; (b) to inspect the Premises ; (c) in connection with Landlord's design and construction p lanning respecting Landlord's future use of the Premises; and (d) to post notices of nonresponsibility. Notwithstandi ng the foregoing to the contrary, Landlord and its authorized representatives shall have the right to enter the Premises at any time , and without notice to Tenant, where an emergency situation necessitates such entry . No exercise by Landlord of its rights under this Section sha ll entitle Tenant to any damages for any injury or inconvenience occasioned thereby or to any abatement of rent or other amounts payable under this Lease. 19 . Surrender of Premises . Upon the expiration or other termination of the term of this Lease , Tenant agrees to surrender possession of the Premises , and every party thereof, to Landlord in good order, condi t ion and repair, ordinary wear and tear alone excepted . "Ordinary wear and tear" does not include any damage or deterioration that would have been prevented by good mainte na nce practice o r by Tenant performing all of its obligations under this Lease. 20. Notices . Except as otherwise provided , all notices required or permitted to be given under this Lease must be in writing and addressed to the parties at their respective notice addresses set forth below ; provided , that notices to Tenant may also be effectively given in writing and addressed to Tenant at the Premises address . Notices must be given by personal de liv ery (including by commercial delivery service) or by first-class mail , postage prepaid . Notices will be deemed effectively given , in the case of personal delivery , upon receipt (or if receipt is refused , upon attempted delivery), and in the case of mailing, three (3) days following deposit into the custody of t he Un ited State s Postal Se rv ice . T he no tice addre sse s of th e parti es a re a s foll ows : I ,\ #..J S I .1-79~..J -18 1 7 ' I If to Landlord : If to Te na nt: City of Temple City Attentio n : City Manager 9701 Las Tun as Drive Temple C ity, Ca lifornia 91780 With a cop y to: Eri c S . Vail , Assistant City Attorn e y Burke , Williams & Sorense n, LLP 2280 Market Street, Suite 300 Riverside , Californ ia 92501-2121 T emp le City Chamber of Commerce 9050 Las Tunas Drive Temp le City, Ca lifornia 91780 21 . Waiver and Release of Benefits . Lessee acknowledges that upon expirati o n of the Term , inc luding any extension thereof, or upon termination of any holdover tena ncy (collectively "Expi rat ion of Tenancy"), Lessee might be or become eligibl e to rece ive compensa t ion , reimb ursement, assistance , including , but not limited to , the fa i r m a rk et value of re al and personal property, loss of goodwi ll , loss of profits , actual a nd reasonable e xpenses for moving a busin e ss , loss of tangible personal property as a resu lt of moving the bus iness , expenses incurred i n search in g for a repla cement site for the busin ess , expe ns es to reestab l is h the business at the new site , "in-lieu payments ," and other s uc h be nefits (collect ive ly "Benefits ") under the California Re location Assistance Act (Go vern ment Code §7260, et seq.), Title 25 of the California Code of Re g u lations, Article 1, § 19 of the Cal ifo rn ia Constitution , the California Emin e nt Domain Law (Code of Civi l Procedure §1230.010 , et se q .), or other sim ilar local , state, orfederal statute , ordinance, reg ulation , rule , or decis ional law (collectively "Compensatory Laws "). Lessee furt he r acknowledges that it has rece iv ed full and fa ir compensation of all Benefits Lessee is or might be or might become e ntitled to recover from the City of T emp le City as a result of, or in any way re lated to , Expiratio n of t he Tenancy , City's acquisition of the Premises , and City's occupancy an d possession of the Premises . Therefore , be ing fu ll y informed of and understanding the acknowledgments made herei n and of Lessee's rights or potenti al rights to Benefits under the Compe nsa tory Laws , Lessee he reby expressly and unconditionally waives , and Re leases the City from , any and all rig hts of Lessee to claim , demand , sue for, or receive a ny Ben ef its wh ic h Lessee is or might be or migh t become e ntitled to recover from the C ity as a result of, or in any way related to , Exp iration of the Tenancy , City 's acquisition of the Premises , and City's occupancy and possession of the Premis e s. 22 . Ge neral. (a) T he accepta nce by Land lord of any re nta l or other payme nts due here und e r w it h knowledge of the brea ch of an y of th e terms, c ovenants or provisio ns of th is Lease by T enan t shall not be co nstrued as a wa ive r of any suc h breach . T he acceptance at any time or times by Land lord of any sum less than that whic h is re q ui red to be pa id by Te nant l ;\ #.J 8 13-792.J--18 17 'I shall, unless Landlord specifically agrees otherwise in writing , be deemed to have been received only on account of the ob ligation for which it is paid , and shall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in any writing transmitting the same. (b) The titles to the sections of this Lease are for convenience of reference only and are not a part of this Le ase and shall have no effect upon the construction or interpretation of any part of this Lease. Any exhibits attached to this Lease are , however, a part of this Lease . This Lease shall be governed by and construed in accordance with the laws of the State of Ca lifornia , without regard to any otherwise governing principles of conflicts of law. In construing this Lease , none of the parties to it shall have any term or provision construed against it solely by reason of its having drafted the same . (c) Any provision of this Lease that is invalid , illegal or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating , diminishing or rendering unenforceable the rights and obligations of the parties under the remaining provisions of this Lease. _ __ -(d) No term or provision of this Lease may be amended , altered , modified or waived orally or by a course of conduct, but only by an instrument in writing signed by a duly authorized officer or representative of the party against which enforcement of such amendment , a lteration , modification or waiver is sought. Any amendment , alteration , modification or waiver shall be for such period and subject to such cond itions as shall be spec ified in the written instrument effect i ng the same . Any waiver shall be effective only in the specific instance and for the specific purpose for which given . (e) This Lease and all exhib its attached to it constitutes the entire agreement of the part ies with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements (whether written or oral) with respect to that subject matter. (f) This Lease may be executed in several counterparts, each of which shall be deemed an orig ina l, but all of which together shall constitute one and the same instrument. (g) If either party hereto brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in suc h action , on trial or appea l, shall be entit led to reasonable attorneys ' fees to be paid by the losing party as fixed by the court. The parties have caused this Lease to be duly executed by their respective du ly authorized officers or representatives as of the date first set forth above . L.J\ #-I S 13-79~-I...JS 17 ' I ~------------------------------------ TEMPLE CITY CHAMBER OF COMMERCE [No tary Acknowledgement Required ] By: _________ _ President TEMPLE CITY CHAMBER OF COMMERCE [Notary Acknowledgement Required ] By : _________ _ Attest: Peggy Kuo City Clerk Approved as to Form: By : Eric S . Vail City Attorney I.A #-ISI J -79:!-l-IS 17 ' I Secretary CITY OF TEMPLE C ITY By : ---------- Bryan Cook City Manager EXHIBIT "A " (Lega l Description of Premises) That Building located o n the Parcel consisting of a portion of Sunny View Tract Land described in Parcel 3 of Document 919187 ,052901 , portion of Lot 8. See attached Map "Exhibit B" for furthe r descript ion of the Parcel. I 1\ Il lS I I· 79:! I-I X I 7 ' 1 l.t\ #.J 813-792.J--18 I 7 ' I EXH IBIT "B" (Map D iagram) PROVIDED ON THE NEXT PAGE EXHIBIT "B"