Palos Verdes on the Net - Lease (1996) ,
'
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") dated as of October 1, 1996, is
entered into by and between the CITY OF RANCHO PALOS VERDES ("Landlord"),
and Palos Verdes on the Net ("Tenant").
RECITALS:
A. Landlord is the owner of certain improved and unimproved real property
which is not currently needed for City purposes and which Landlord desires to lease to
Tenant.
B. Tenant desires to lease a portion of such real property owned by Landlord
upon the terms and conditions set forth in this Lease.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. DESCRIPTION OF PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the following portions of that certain real property commonly known as
Recreation and Parks Building at the Rancho Palos Verdes Civic Center (the
"Premises"), located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California:
All areas within said building with the exception of two enclosed offices which are
indicated in cross-hatch on Exhibit "A". The Premises have been inspected by Tenant
and Tenant hereby acknowledges that, except as specifically set forth in herein, Tenant
is entering into this Lease after such inspection of the Premises and with full awareness
of the conditions and character of the Premises and without reliance upon any
representation as to the condition or character of the Premises which may have been
made by representatives of Landlord. Tenant hereby accepts the Premises "AS IS",
except that Landlord specifically agrees to repair the roof of the Premises and to
maintain said roof in good condition throughout the term of this Lease, in accordance
with the requirements of Section 7(b) hereof.
2. USE
Tenant shall only have the right to use the Premises for the operation of a
community telecommunication center under the name Palos Verdes on the Net. In
addition, Tenant is authorized to allow the names "Computer Technology Center" and
"Community Computer Technology Center" to be used to refer to the Premises. Tenant
shall not use the Premises for any purpose which is unrelated to the purposes set forth
in this paragraph.
1
• 41
Tenant shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter become effective.
Tenant shall promptly comply with all laws, ordinances, rules, regulations and
requirements of governmental or quasi-governmental authorities having jurisdiction over
Tenant's use or operation of the Premises.
Under no circumstances shall Tenant be allowed to keep or bring on the
Premises or permit any other person to bring onto the Premises any Hazardous
Materials. "Hazardous Materials" shall mean (a) any oil, petroleum, petroleum product,
flammable substances, explosives, radioactive materials, hazardous wastes or
substances, toxic wastes or substances or any other materials or pollutants which
(i) pose a hazard to the Premises or to persons on or about the Premises or (ii) cause
the Premises to be in violation of any law; (b) asbestos in any form which is or could
become friable, urea formaldehyde foam insulation, transformers or other equipment
which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of
fifty (50) parts per million; (c) any chemical, material or substances defined as or
included in the definition of"hazardous substances," "hazardous wastes," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic
substances" or words of similar import under any applicable law; and (d) any other
chemical, material or substance, exposure to which is prohibited, limited or regulated by
any governmental authority or which could pose a hazard to the health and safety of the
users of the Premises or the owners and/or occupants of property adjacent to or
surrounding the Premises.
3. ACCESS TO PREMISES
(a) Landlord hereby grants to Tenant access to the Premises. Tenant
may operate its facility as much as twenty-four (24) hours per day, seven days a week.
(b) Landlord reserves the right to enter the Premises upon reasonable
notice to Tenant during Tenant's posted business hours. Landlord may enter the
Premises at other times and without notice to Tenant in the event of an emergency or
physical disaster.
4. TERM OF LEASE
Subject to the provisions of Paragraph 5 herein and the right of either
party to terminate this Lease at any time upon ninety (90) days advance written notice,
the term of this Lease shall be for a period of two (2) years, commencing upon January
1, 1997, (the "Commencement Date") and terminating on December 31, 1998.
- 2 -
, Y
•f:
5. BASE RENT
The Tenant shall pay no rent to Landlord for the use of Premises during
the term of this lease, other than the charge for electricity set forth in Section 6 hereof.
In exchange for the use of the Premises, Tenant shall provide a complimentary
membership to Landlord which will allow all officers and employees of Landlord to use
the community telecommunication center.
6. UTILITIES
Tenant shall pay the sum of$200.00 per month to Landlord for electricity.
Telephone and/or additional utilities shall be furnished at Tenant's sole cost and
expense, subject to the approval of Landlord. Water shall be provided by Landlord.
7. MAINTENANCE OF PREMISES
(a) Tenant's Obligations.
Except as provided in subsection (b) hereof, Tenant shall at Tenant's sole
cost and expense keep and maintain the Premises, including the improvements
thereon, in a safe, clean and good condition and repair, ordinary wear and tear and
damage by casualty excepted. Tenant shall be responsible for all custodial and
cleaning services at the Premises, and for any repairs or maintenance necessitated or
caused by Tenant's use of the Premises. Except as provided herein, Landlord shall not
be liable or have responsibility for any repairs or to perform any maintenance to the
Premises, including the improvements thereon. Landlord shall have no obligation to
alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof,
except as specifically required by this Lease or to the extent caused by Landlord's use
thereof.
(b) Landlord's Obligations
(i) Landlord shall maintain the roof, structural, electrical, heating,
venting, and plumbing at the Premises; provided, however, Tenant shall be responsible
for any damage to the Premises or any repairs to the Premises occasioned by Tenant's
use of the Premises (i.e., Tenant shall be responsible for maintenance or repairs to
plumbing and electrical systems to the extent such maintenance or repairs are required
due to Tenant's use of the Premises). Any damage to the Premises arising out of
Tenant's use of the Premises shall be paid by Tenant.
(ii) Prior to the Commencement Date of this Lease, Landlord shall
make available to Tenant the two offices located on the Premises that currently are
being used as storage space by Landlord's Recreation and Parks Department.
- 3 -
t a ( 1
•
(iii) In the event of any breach of Landlord's obligations to repair or
maintain the premises as required by Section 7(b) of this Lease, after reasonable
written notice from Tenant, Tenant may make or cause such repair or maintenance to
be made, and Landlord shall promptly reimburse Tenant for all such sums expended
therefor.
8. ALTERATIONS TO PREMISES
Except as specifically set forth herein, no structural changes, alternations,
repairs, additions, remodeling or improvements shall be built or made to or upon the
Premises by Tenant without the prior written consent of Landlord. Landlord specifically
consents to the following alterations, subject to approval of any exterior improvements
by Landlord's Department of Planning Building and Code Enforcement, which approval
shall not be unreasonably withheld:
(a) Tenant may install improvements including, without limitation, a
security system, to provide for the safety of the computer and telecommunications
equipment, software and other items kept on the Premises.
(b) Tenant may install lighted signage on the side of the building, either
facing the parking lot or the street, and other signs at both entrances to the building.
Such signage shall be at the sole expense of Tenant and shall comply with all
applicable City standards and regulations.
(c) Tenant may install such cabling and wiring as may be necessary or
desirable in furtherance of the purposes of this Lease and Tenant's use of the
Premises.
9. TAXES AND NON-USE PAYMENTS
This Lease may create a possessory interest which may be subject to the
payment of property taxes levied on such interest. In the event of the foregoing, Tenant
shall pay and discharge prior to their due date all taxes and assessments imposed by
any duly-constituted authority upon such a use or possessory interest of Tenant,
whether the same be assessed to Landlord or to Tenant. Any such taxes or
assessment paid by Tenant to Landlord under the provisions hereof will be remitted by
Landlord to the appropriate taxing agency in a timely manner, and the payment of such
taxes or assessments by Tenant to Landlord shall fully discharge Tenant from its
obligation to pay the same. In the event that Landlord shall pay any such taxes or
assessments, Tenant shall be obligated to reimburse Landlord therefor.
- 4 -
I i 1
10. HOLD HARMLESS
Tenant hereby agrees to indemnify and hold Landlord, its officers,
directors, employees, representatives, agents and affiliates, harmless against and from
any and all claims of damages or injury arising from Tenant's use of the Premises, or
from the conduct of any activity, work, or thing done, permitted or suffered by Tenant in
the Premises, the improvements at the site and the parking area, and shall further
indemnify and hold harmless Landlord against and from any and all claims, costs,
damages, liabilities, or obligations arising from any breach or default in the performance
of any obligation on Tenant's part to be performed under the terms of this Lease, or
arising from any act, neglect, fault, or omission of the Tenant, or of its agents,
employees, visitors, invitees, or licensees within the scope of such employment or in
furtherance of the business purposes of tenant, and from and against all costs,
attorneys' fees, expenses, and liabilities incurred in or about any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of such claim, Tenant, upon notice from Landlord, shall
defend the same at Tenant's expense by counsel reasonably satisfactory to and
approved by both parties. Tenant shall use its best efforts to keep the Premises free of
any mechanics' liens arising from work performed to the Premises by Tenant, and in the
event of the foregoing, Tenant shall immediately pay any amounts owing and obtain a
release of any such lien.
11. INSURANCE
Tenant shall, at all times during the term hereof and at its own cost and
expense, procure from an "A" rated insurance carrier that is admitted to do business in
the State of California, and continue in force a general liability insurance policy for
bodily injury and property damage, adequate to protect Tenant and Landlord against
liability for injury to or death of any person, arising in connection with Tenant's use of
the Premises. Such insurance at all times shall be in an amount of not less than a
combined single limit of One Million Dollars ($1,000,000), insuring Tenant and Landlord
against any and all liability of the insured with respect to the Property. Tenant shall
provide Landlord with an endorsement naming Landlord as an additional insured, and
such insurance policy shall not be cancelable by the insurance company without
providing Tenant and Landlord with at least 30 days prior written notice.
12. ASSIGNMENT AND SUBLETTING
Tenant shall not voluntarily or by operation of law license, transfer,
mortgage, sublet or otherwise encumber all or any part of Tenant's interest in this
Lease or in the Premises without Landlord's written consent, and any attempt to do so
shall be wholly void. No subletting or assignment shall relieve Tenant of any obligations
to be performed by Tenant hereunder. The acceptance of payments by Landlord from
any other person shall not be deemed to be waiver by Landlord of any provision of this
- 5 -
ti
•
Lease or to be a consent of any assignment, subletting or other transfer and shall not
be deemed to constitute consent to any subsequent assignment, subletting or other
transfer.
13. DEFAULT
(a) Defaults,. Any of the following events shall constitute a default under
this Lease by Tenant:
(i) Failure by Tenant to make any payment required by this
Lease when the same is due, and the continuance of such failure for a period of ten
(10) days after written notice thereof from Landlord.
(ii) Failure by Tenant to observe or perform any covenant,
condition, or provision in this Lease not already specifically mentioned in this Section,
where such failure continues for thirty (30) days after written notice from Landlord
notifying Tenant of such failure; provided, however, that if the nature of Tenant's default
is such that more than thirty (30) days are reasonably required for its cure, then Tenant
shall not be deemed to be in default if Tenant commenced to cure such default within
said thirty (30) day period and thereafter diligently prosecutes such cure to completion.
(b) Termination of Lease and Remedies. In the event of any default by
Tenant, Landlord may promptly or at any time thereafter, upon written notice and
demand, and without limiting Landlord in the exercise of any other right or remedy
which Landlord may have by reason of such default or breach, terminate Tenant's right
to possession of the Premises by any lawful means, in which case this Lease shall
terminate and Tenant shall immediately surrender possession of the Premises to
Landlord. In such event, Landlord shall be entitled to recover from Tenant:
(i) Any amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of events would be likely to result therefrom.
(c) Nonwaiver. Nothing contained in this Section shall constitute a waiver
of Landlord's right to recover damages by reason of Landlord's efforts to mitigate
damages to it caused by Tenant's default; nor shall anything in this Section adversely
affect Landlord's right, as provided in this Lease, to indemnification against liability for
damage to persons or property occurring prior to the termination of this Lease.
14. DAMAGE AND DESTRUCTION
In the event of destruction of or damage to the Premises, Landlord shall
have the sole option of either repairing the premises or terminating this Lease as of the
date of the destruction or damage.
- 6 -
c c • _
0
• • t
15. MISCELLANEOUS
(a) Non-Waiver. The failure of Landlord to insist upon strict performance
of any of the terms, conditions or covenants of this Lease shall not be deemed a waiver
of any right or remedy Landlord may have and shall not be deemed a waiver of any
right or remedy for subsequent breach or default of the terms, conditions, or covenants
herein contained.
(b) Resolution of Problems.
1. The Senior Administrative Analyst in the City Manager's
Office shall report any problems or complaints to the Director of the Palos Verdes on
the Net. The Director shall be responsible for seeking a solution to any major or
frequently reported problem.
2. In the event problems are not resolved, the Senior
Administrative Analyst and/or City Manager shall meet with the Director to review the
situation and propose an appropriate solution.
(c) End of Term. At the end of the term, Tenant shall return the Premises
to Landlord in a similar condition as received, ordinary wear and tear and damage by
casualty (where not caused by Tenant) excepted.
(d) Holding Over. Should Tenant, with or without Landlord's written
consent, hold over after the termination of this Lease, such possession by Tenant shall
be deemed to be a month-to-month tenancy terminable by thirty (30) days' notice given
at any time, upon each and all of the terms herein provided as may be applicable to a
month-to-month tenancy, and any such holding over shall not constitute an extension of
this Lease.
(e) Attorney's Fees. In the event of any litigation between Tenant and
Landlord to enforce any provision of this Lease or any right of either party hereto, or to
secure a judicial determination of any right or obligation of either party hereto, the
unsuccessful party in such litigation shall pay to the successful party reasonable costs
and expenses, including reasonable attorney's fees, incurred therein. Moreover, if
either party hereto without fault is made a party to any litigation instituted by or against
any other party to this Lease, such other party shall indemnify Landlord or Tenant, as
the case maybe, against and save it harmless from all costs and expenses, including
reasonable attorneys' fees, incurred by it in connection therewith.
(f) Headings. The section captions contained in this Lease are for
convenience and do not in any way limit or amplify any term or provision of this Lease
and shall have no effect on its interpretation.
(g) Entire Agreement. This Lease and any exhibits and or addenda
attached hereto constitute the entire agreement between the parties hereto with respect
- 7 -
I
r .
4.
to the subject matter hereof, and no prior agreement or understanding pertaining to any
such matter shall be effective for any purpose. No provision of this Lease may be
amended or supplemented except by an agreement in writing signed by the parties
hereto or their successors in interest.
(h) Quiet Possession. Upon complying with all the terms and
conditions hereof, Tenant shall have quiet possession of the Premises for the entire
term hereof, subject to all of the provisions of this Lease.
(i) No Obligation to Construct Improvements. Except as specifically
provided herein, neither party hereto shall have any obligation whatsoever to construct
any improvements, modifications, alterations, or additions to the Premises or to modify
any portions of the Premises. If either party shall be deemed by law to be required to
construct any improvements, modifications, alterations, or additions to the Premises,
whether the reason is to comply with seismic safety requirements, the Americans with
Disabilities Act, or any other purpose, then either Landlord or Tenant shall have the
right to terminate this Lease in lieu of constructing such improvements, modifications,
alterations or additions.
16. EXHIBITS
All exhibits attached hereto are hereby incorporated herein by this
reference as if set forth herein in their entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as
of the date first written above.
Palos Verdes on the Net ("TENANT')
By t
/*ea
Title:
CITY OF RANCHO PALOS VERDES
("LAN DLO'D")
By AP: Ard
ir
l
Titl Mayor
A EST:
,L1-/
City Clerk
M:\USERS\RICKO\WPWIN60WIISCL\LEASE4.96(2)
- 8 -
•
Exhibit"A"
Recreation and Packs Building
4- North
I __ _A_ ___
f•.
•