SR-6-I (77)
RMD:HSG:JM:JG:AS:2NDST:STAFF.RPT
Council Meeting
January 10, 1994
TO: Mayor and City Counci~ Members
FROM: City Staff
Santa Monica, California
,~AN 1 0 ~
SUBJECT: Recommendation to Ratify and Approve the Ground Lease
and Amendments thereto with Respect to City Spansored
Mixed Use Development at 1423 Second Street (Second
Street Center).
INTRODUCTION
This report transxnits information and recammendations regarding
the lease agreements for 1423 Second Street, a City sponsored
mixed use hausing project known as Second Street Center. The
report recommends ratification and approval af the ground leasa
and amendments thereto for the project, and various implementing
budget changes.
BACKGROUND
On April 26, 1988 the City Cauncil and Parking Authority approved
in concept the development of a mixed use affordable hausing
project on thE City-awned parking lot at 1423 Second Street. The
project required that the site be transferred from ~.he Parking
Authority to the City, and ground leased to the developer,
Cammunity Corporation of 5an~a Monica.
On January 30, 1990 the City Caunci~ approved a change in the
proposed ground floor use from a cinema to a Latino cultural
center if feasible or, if not, to general commercial use.
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Council directed that the City Manager appoint a task force to
explore the feasibility of the cultural center and identify a
sponsoring group.
On May 25, 1993 the City Council and Parking Authority authorized
the transfer of Parking Autharity Lot 6 at 14Z3 Second Street to
the City subject to Community Corporation of Santa Monica
developing 44 affordable studio apartments on the site, and in
considerat~on of a ane time ground lease payment fram Cammunity
Corp in the amount a€ $300,00~.
On December 14, 1993 the City Council approved use of the ground
floor space far commercial tenant~, as th~ cu~tural center task
force had been unable to identify a suitable sponsoring group for
the cultura~ center.
The construction of the project is now complete and lease-up is
in progress.
Community Corporation of Santa Monica has master leased the first
floor commercial space, moved its offices inta the rear portion
of the space, and will sublet ~he front portion of the qraund
floar to a suitable commercial tenant, Missian First Housing, a
low incame housing tax credit investor, has invested $1.9 million
in the project. The permanent first trust d~ed lender is First
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Nationwide Bank. A loan from the Santa Monica Citywide Housing
Trust Fund completes the permanent financing package.
DISCUSSION
The amended ground lease agreement between the City and Community
Carporation of Santa Monica allows the City to retain ownership
of the land while Community Corporatian owns and aperates the
structure containing th~ housing and the commercial space,
subject to the canditions af the lease. This Agreement specifies
a 50 year term. The low income housing tax credit investor,
M~ssion First Housing. has requested that the lease be amended to
reflect a 55 year term. This is a requirement for tax credit
purposes and the substance of the attached Second Amended Ground
Lease Agreement, which also cantains clarifying language on some
technical points.
Staff believes that the existing ground lease implements previous
City Council direction and actions on this project. 5taff
recommends that the Council approve the existing lease and the
term amendment from 50 to 55 years.
FINANCIAL/BUDGETARY IMPACTS
Increase General Fund revenue account 01-130-224-00000-0417-10~00
by $300,OOd and increase General Fund expenditure accaunt
01-700-274-744a3-4439-a000fl by $300,000 to reflect the payment by
Community Corporation of Santa Monica to the General Fund and
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subsequent payment by the General Fund to the Parking Authority,
in consideratian for transferring all of the property to the
General Fund. Increase Parking Authority revenue account
77-210-415-a0000-0417-10000 by $30~,a0~ to reflect the payment
from the General Fund.
RECOMMENDATION
It is recommended that the City Council ratify and approve the
ground lease and amendments thereto for 1423 Second Street, a
City sponsored mixed use project known as Second Street Center,
and autharize the City Manager to negotiate and to execute a~l
documents, and approve the budget adjustments set forth abave.
Prepared by: Jeff Matihieu, Resource Management Directar
Phyllis Muelier, Housing and Redevelapment Manager
Anita Savio, Senior Administrative Analyst
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RECORDING REQUESTED BY AND WHEN RECORDED MAZL T0:
FtECaR0ED1F11.EB t~V aFr:Cl+tl RFCA~
Czty o~ Santa Monica REGQRGEA'S ~F~iCE
i685 Main Street, Room 212 ~~S A1~GcL~S GQL'NTY
CAI.! FflR M ~A
p. a. ~ox z 2 a o ~ ~~~N. ~ P~..l~JN I 8 3~93
Santa Monica, California 90405-2200 + p~T .
Attentaon: Housing Program Manag~r
N~ FILING FEE REQUIRED:
GOVERNMENT CODE SECTION 27383
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F~RST AMENI3ED AND RES~'ATED GROUND LEASE AGREIIyiENT ( 5959 }
CiTY OF SANTA MONICA/SECdND STREET CENTER PARTNERSHIP
1423 Second Street, Santa Monica, Californza
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TABLE OF C~NTENTS
RECITALS . . . . . . . . . . . . . . . . . . . . . . 1
Art~cle 1. LEASEHOLD PROPERTX . . . . . . . . . . . 3
Artic~e Z . TERM . . . . . . . . . . . . . . . . . . 4
Articie 3. BASE RENT . . . . . . . . . . . . . . . . 4
Article 4. USE OF PREM~SES . . . . . . . . . . . . . 5
Article 5. CONSTRUCT~ON OF IMPROVEMENTS ON TIiE PREMISES
BY TENANT . . . . . . . . . . . . . . . .5
Section 5.01. Canstructzon Of Impravements .., .. 6
Sectifln S.p2. Contractors And Subcantractor. .. .. 6
Secti.on 5.03. Permits, . . . . . . . . . . . . . . . 8
Sectian 5.04. Perfarmmance And Payment Bonds_ . ...9
Section 5.05. Performance Of Constxuctian Work. ...10
Section 5.06. Ownership Of Impravements. .... .. l~
Section 5.07. Ne Li.ens On Fee or On Landlvrd's
Interest . . . . . . . . . . . . . . . .12
A~'ticle 6. ALTERATI~NS . . . . . . . . . . . . . . . .13
Section 6.p1, Alterations . . . . . . . . . . . . . . 13
Sectian 5_02_ Removal ~f Liens. . . . . . . . . . . .14
Atticie 7. NO LIAB~LITY OF E~ANDLORD. ...... .. 15
Section 7.01. No Liabil.~ty Qf Landlord. .... ...15
Sectian 7.02. Discavery Of Any Tox~.c Substances. ,, 16
~rticle 8. MAINTEI+~ANCE AND REPAIRS_ . . . . . . . . .17
Section 8.01.. Maintenance And Repairs. ..... .. 3.7
Sectian 8 . 02 . Repairs . . . . . . . . . . . . . . . . 17
Section 8.03. Inspect~ans . . . . . . . . . . . . . . 18
Section 8.04. Landlord's Qbligatians. . . . . . . . .3.8
Article 9. DAMAGE OR DESTRUCT~ON OF THE PREMISES OR
IMPRQVEMENTS . . . . . . . . . . . . . . . 1.8
5ectian 9.01. Repair Of Damage 4r Destruction. . ..~8
Sect~an 9.02. Tenant's Ola~igations. . . , . . . . . .~9
Section 9.03. ~ption Ta Teriainate. . . , , . . . . , 20
Article 10. Elv•~:~tY BY LANDLORD. . . . . . . , . . . . 20
Art~.c~e Il, UTILITSES AND SERVICES. . . . . . . . . .20
Section il.al. Utilities And Services. ..... .. 2Q
Seetion 11.42. Easements . . . . . . . . . . . . . . .21
Artlcle 12. PROFiXBITIQN AGAINST ENCUMBRANCE ~R
TRAIVSFER WITHOUT THE I~NDi,ORD' S PRT(3R
WRZTTEN CONSENT .. . . . . . . . . . . . .22
Article I3. TAKES AND IMP~SITI~NS. . . . . . . . . . 22
Section 13.OZ. Taxes . . . . . . . . . . . . . . . . .22
Sectzon 13.b~. Imposztions . . . . . . . . . . . . . .22
Article 14. xNSU''RANC~ . . . . . . . . . . . . . . . . 23
Sectzon 14.Q1. M1na.mum Limits Of Insurance. .. ...~4
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Section z4.02. Deductibles And Self-;nsured
Rete7tx~ns . . . . . . . . . . . . . . Z~
Sectzon 14.03. Other Insu~ance Frovzsinns. ..... 25
Aartlcle 15. DEFENSE, INDEIyIIdIFIGAT2dN AND
H4LD HAR."~lLESS . . . . . . . . . . . . . . 29
Article z6. SAFETY REQUIREMENTS. . . , . . . . . . . 30
Ar"ticle 17. COMPL~ANCE WITH A7~r= LAWS, , . , . . . . .30
A]CtiCle ~S. PERMITS AND LICENSES. . . . . . . . . . .34
F,rticie 19. PRODUCT~ON OF REPORT'S, RECORDS
AND STA`FEMENTS . . . . . . . . . . . . . . 3 ~
Article 20. NON-DISCRIMINATION. . . . . . . . . . . .3~
Arti,c~e 21. LEASE TRANSFER; ASSIGNMENT;
AND SUBLETTYNG . . . . . . . . . . . . . .32
Section 21..~Z. Consent Requzrement Fax
Lease Transfer. . . . . . , . . . . .3~
Section 21.~2 Assignment . . . . . . . . . . . . . . .33
Article ZZ. LEASEHOLD MORTGAG~S. . . , , . . . . . . 34~
Section 22.01. Leasehold Mortgages. . . . . . . . . .34
Section 22.02, Notica Ta ~andlord. . . . . , . . , . 34
Sectian 22.03, Asnendment Or Cancellation Of Lease. . 34
~ection 22.04, Leasehold ~fortgagee's Right Ta Cure. .35
Sectian 22.Q5. New Lease With ~easehold Mortgagee. . 35
Artzcle 23. RELATIONSHTP ~F ~ARTIES. . . . . . , . . 35
Article 24. FORCE i~l.AJEURE . . . . . . . . . . . . . . 36
Art~cla 25. MATERIAL EVENTS OF DEFAULTS; PROCEDURES. 37
5ect3on 25.01. Events Of D~~au~t. . . . . . . . . , .37
Section 25.02. Procedures for ~eclaring an ~vent
of Default . . . . . . . . . . . . . .38
Artzcle 26. REMEDIES. . . . . . . . . . . . . . . . .40
Section 26.OZ. Right Of Tera~ination. . . . . . . . . 40
Section 25.02. Transfer Of ~nterest Upon Tex~tination 41
Section 26.03, Other Re~edies. . . . . . . . . . . . 41
Articls 27. NOTICES . . . . . . . . . . . . . . . . .41
Article 28. ESTOPPEL CERTIFICAT~; R~GHT aF
FIRST REFUSP,L . . . . . . . . . . . . . . 42
ArticI.e 29. LIBERAL CONSZ'~IIC'i'ION; SEVERAB~LITY. .. .44
Artzcle 30. NO CONFLICT OF INTEREST. ........ 44
Article 31. INTEREST ON PAST DUE OBLIGATIONS. ... .45
Axticl~ 32. TxME IS OF THE ESSENCE. . . . . . . . . .4~
Artzc~e 33. WAIVER . . . . . . . . . . . . . . . . . .4~
Arta.cle 34. CUMULATIVE REMEDIES. . . . . . . _ . . . 45
Article 35. SUBTENANT SELECTiON POLICY. . . . . . . .46
Article 36. SURRENDER. . . . . . . . . . . . . . . . 46
Sect~on 36.fl1. S~rrender . . . . . . . . . . . . . . .46
Sectzon 36.02. Title Ta Improvements. . . . . . . . .4&
Sect~on 36.~3. Removal Of Persanal Property. ..,. 47
Sect3on 36.c?4. Ho~dover . . . . . . . . . . . . . . . 47
Artzcle 37. C~STS OF LITIGATI~N. . . . . . . . . . . 4$
Article 38. COUNTERPA.RTS . . . . . . . . . . . . . . .48
Art~cle 39. CAPTIGNS FOR CONVENxENCE. . . . . . . . .48
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Artzcle 40. GOVERNING LAW . . . . . . . . . . . . . . 48
Article 41. ENTIRE AGREEMENT . . . . . . . . . . . . .48
ArtiCle 42. CONSTRIICTION . . . . . . . . . . . . . . .49
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FIR8T AMENDED AND AE3TATED GRflUN~ ~~AST AGREEMENT CC5 ( 1
THI8 FTRST AMENDED AND RESTATED GROUHD LEASE AGREEMENT
i"Lease'*) , entered into this la~h day of June , 1.9g3, by
and between the CITY OF BANTA M~N~CA, a municipal corporation
(hereinafter "Landlord" ) and COIKMUN~TY CoRPORATION OF SANTA Iri~liilCA,
a Californza nonpro£~.t corporatzon ~"Tenant"), is made with
reference tfl the fol].owinq:
R~ C I T A L S:
A. Landlord ~s a municipal corparation duly organixed and
val~dly exist~ng under ~he laws of the State of Califarni.a with th~
power to carry on its business as ~t is naw being conducted under
the statutes of tha State of California and the Charter of the City
of Santa Mo~i.ca .
B. Tenant is a n~nprofit corparation incorporated in the
State of Cali~ornia ~or the purpase of pravidinq hausing for law
income individua~s. Tenant is ~n good standing as a nonprofit
corpozation in the State of Califarnia and its principal place of
business is 1351 Third Street, Suite 206, Santa Monica, California
904a~. It is contemglated and agreed by the patt~es hereto that,
subject to the terats and condita.ons set farth below, Tenant wall
~ssign all. its right, title and interest ~n this Lease to Second
Stre~t Center Partnershi~a, a California Limited Partnershi.p, of
which Tenant is tre Gene~al Part:~er.
C. Land].or3 is t:~e owner az the fee simple ti~.~e to certain
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zeal prnperty lacated at 14z3 Second Street, San~a Mnnica,
CaZifornia ("Fee Titie"). Landlord shal.l hereby demise and lease
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to Tenant a leasahold interest in s~ch real praperty ("Leasehold
Interest"). Landlord desires ~hat affordable apartment units be
canstructed and maintained ar~ sai.d prope~ty. Spec~.~ically,
Landlord wiZl restrict develagment and use af the pronerty to a
single pro~ect cansistinq a~ 44 a~fordable apartment un~.ts and
approximately 5,700 squaxe feet of ground floor comatercial space.
D. Landiard and Tenant desire to enter into a long-term
graund lease for the lease of real property lacated at ~,423 Second
Street, Santa Mon~.ca, california to a~~.ow the Tenant to con~truct,
aperate and maintain a mixed-use affardable housing pro~ect on said
praperty on the terms and conditions set forth herein.
E. ~n Apr~l 14, I992, Landlord and Ter~ant entered into a
Gro~nd Lease Agreement regarding I423 Second Street, Santa Monica,
Californi.a. This F'~.rst Amended and Restated Graund Lease Agreement
amends, restates and supercedes this prior Ground Lease Agreement.
F. Concurrent wi.th the execution of this First Amended and
Restated Ground Lease Agreement, the LandZord, Tanant, and Second
Street Center Partnership, a Ca~ifornia ~imited partnership, shall
execute an Assignment and Assumption of the Lease wherein Tenant
assigns its right, title and interest in the Lease to Second Street
Center Partnershzp.
NOW, THEREFORE, it is mutually agreed ~y and between the
unders~.gned parties as ~ol~ows:
ARTICLE 1. LEASEHOLD PROPERTY
Landlord hereby demises and leases to Tenant and Tenant hereby
Ieases and hzres ~ra~ Land3.ard a Leasehold Interest in the real
property located at 1~23 Second Street, Santa ~fani~a, Ca~ifornia,
2ndlease.608 93 11s9~fi0
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which is descr~.bed ~urther in the Isqal deseription attached hereta
as Exhibit "A" which zs znccrporated herea.n as though set forth in
fulZ. Landlord alsa demises and ieasas *a Tenant and Tenant leases
and hires from Landlard, Landlord's right, title and interest in
and to any easements to and any riqhts of way, present or
reversionary, which are appurtenant to said property. The
~easehold premises shall be referred herein as "Premises."
ARTICLS 2. TERM
The term o~ this Lease shali be far a period of fifty (50)
years and is subject to tErrainaticn as set farth here~n. The term
af this Lease shall cammenc~ upon issuance by Tenant te its
contzactox of a Natice to Proceed with construction (heraznafter
"Commencement Date"), provided that such Notice ~.s ~.ssued on ar
before July 1, 1993. A copy of said Natice shall be dalivered
concurrent7.y tfl Land].ord. Tenant's faz3.ure to issue such Notice ta
Proceed in a timely ~aanner shall resuZt in the termination of this
Lease without any l~ab~iity of ez~her party ane to the other. Upon
written request by Tenant, Landlord, in its sa3.e and absolute
discretion, ~aay extend the Commencement Date.
ARTICLE 3. BASE RENT
Tenant sha11. pay to Landlord the sum of Three Hundred
Thousand Dollars ($300,000.00) as Base Rent for the Premises.
Tenant shall pay the Base Rent zn two ~nstallments. Tenant sha~l
pay ta Landlord the first insta~lment of 4ne Hundred Fifty
Thousand Dollars ($150,000.0~) on or before the date Tenant
receives the final funding for the germanent financing of ~he
pro~e~t. The balance o~ the Base Rent shall I~e paid on or bes"ore
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the date that Second Street Center Partnership, a Califarnia
Limited Partnership, as assiqnee of this Lease, r~ceives the
secand installm~nt of the capitai eontribution of the limzted
partner of said partnership.
ARTICLE 4. IISF OF PR~II$FS
Tenant shall use the Premises scJ.ely for the construction,
maintenance and operation af a mixed-use project and related uses
consisting of approximate~.y forty-four {44) affordable residential
units, as defined in a ReguZatory Agreement executed concurrently
herewith, and approximately five thousand seven h~ndred (5,740)
square fest of either commercia]., retail or community-serving
space, in accardance with the praject plans. Tenant sha1.1 not be
allowed to use the Premises for any other use than described abave
without the prior writt~n consent of the Landlord. Tenant shall
neither use nor occupy the Premises or any part thereof, nar per~nit
nor suffer the Premises or any part thereof to be used or occupzed,
far any hazardaus, unlawful, or iZiegaL bus~ness, use or purpose,
nor in a manner as to constitute a nuisance of any kind, nor ~n any
manner inconsistent with or in violation of the intended use and
occupancy of the Pr~mises as provided in the Regulatary Agreement.
Upan the discovery of any such unlawful, illega~, or hazardous use,
or of any use in vio~ation of this Lease, Tenant shal.l promptly
take all necessa~y steps, lega2 and equ~tab~e, to discantinue such
use or to reanove any subtenants, occupants or other persons caus~.ng
such use i.n an expeditious manner.
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ARTICLE 5. CflNS~'RIIC'~~~N QF ~MPRDVEMENTS ON THE ~REMISE3 BY
TENANT
5.01, Con~truction of rmp;ove~ents. Ter~ant has the
right to co~nstruct or cause ta be constructed on the Premises, at
Tenant's own cost and expense, the Impravements which are set forth
in the project plans as appraved by the City. Be~ore any work or
canstruction is cammenced on the Premises, and before any building
materxa~.s have been deiivered to ~he Premises by Tenant or unde~
Tenant's authority, Tenant shali co~pZy with aZl of the following
conditivns or procure LandJ.ord's written waiver of the follawing
cor~dit~ans :
A. Notify Landlord in writing at the t~me the wark
of Improvement is put to bid.
S. Noti~y Landlord in writing o~ Tenant's intentxon
to cammence the ~rork of ~mpro~ement before C~mm~nCEIII~TIt af any
such work or del.~~e~y of any ntaterials. The notice shall specify
~h~ aggroximate ~ocati~n and nature of the int~nded ~mprovements.
Landlord shal~ ha~e the right to post and to n~aintain on the
property any notices of non-responsibil.ity provided ~or under
applicab].e law, and to inspect the Premises in relation to the
construction at a~Z reasonable times.
C. Frocure and de~.iver to Landlord at Tenant's
expense, evidence of issuance of a~l required permits and
approvals, zncluding, but not restricted t~, a grad~.ng p~rm~.t,
buiZding permits, zoninq and piannzng approva~.s, and alI req~ired
approvals from any govern~nental agencies and 3~adaes having
jurisdict~on.
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5.02. Contractors aad Subaoatrac~or. Far purposes of
this section, the term~ "contractor," "subcontractor," "contract"
and "subcvntract," sha11, refer to all tradespersons, contractors,
subcantractors, construction managers, materialpersons or suppliars
gurnishing services or materzals in connectian with the
construction of the improvements, and cantracts or agreements
written or oral, wi~h them. If the Tenant uses a general
cantractor for constructian af the impravements, the general
~ontractor first shall be approved ~y Landlord, which approval
shall not be unreasanai~ly delayed or withheld. Nathing contained
herein shaZl prevent or preciude Tenant from fast-tracking
constru.ction by the use of mare than one contractor for elements of
the Intprovements (such as, without limitation, excavatian, shor~.ng,
~aundatians, steel or other fabrication).
A. Tenant's cantracts with genera]. contractors
shall give Landlord the riqht ta receive notices vf Tenant's
default under said cantract and gzve Land~ord a reasonabie
apportunity to cure any such default and the r~ght (but not the
abligation) tQ assume Tenant's obligatian and rights under such
contracts if Tenant commits an Event of Defau~~ under this Lease.
Landlord's exercise af its riqhts pursuant to this Art~cle shalZ
not ba in Iieu of or constitute a waiver of any other right
Landlord may have aga~nst Tenant, any guarantar or surety or any
other persan oz entity.
B. Tenant shall comp~.y, and Tenant shall requzre
alI of Tenant's contractors and subcontractars td comply wi.th all
laws, statutes, ordinances, regulat~ons, buildzng codes, zoning
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codes and regulatians and the orders, judgments, rules, segulations
and requirements cf all federal, state, ~flcal and mun~cipal
governments {he~einafter "Lega~ Requirements"~ in connection with
the perfor~ance of ail wark on the Premises.
C. Tenant shall nat, and Tenant shall require all
of Tenant's contractars and subcontractors not to discriminate
against any emplayee or applicant fer en~pioyment on the baszs af
handi~ap, race, religian or creed, sex, marital status, national
origin and sexua~ orientatian. Tenant shall use reasonable efforts
to enswre that otherwisa qual.ified be~siness enterprises owned by
disadvantaged persons have the opportunity ta bid on a co~upetitive
basis to provide services or materiaZs for the canstructlon af the
Impravements.
D. Tenant and ~ts contractors and subcontractors
shall pay prevailing wages far a~l construct~.an work performed at
the Premises.
5.03. Permits.
A. Tenant shall ob~azn all permits, licenses and
other governmental approvais and authoriaat~ons which are required
for the construction or operation of the Improvements.
B. Before al~.~wing accupancy or use af the
Improvements, Tenarlt, at its own cost and expense, sha11 obtain and
deliver to Landlord partial, temparary or final Certi.ficate(s) of
4ccupancy in the form custan~arily issued by the appropriate
go~ernmentai authority.
G.- Landlord in its proprietary capac~.ty agrees to
caoperate reasonably wzth Tenant (at no expense, r~.sk or l~abi3.ity
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to Landlard} to the extent that Tenant may request such coaperatior~
ta obtain any such permits or Certificate(s} of occupancy, as
provided in subsections (A) and (B) above, provided that Landlord's
powers and rights in Landlord's governmental capacity sha~.l not be
af~ected.
5,04. Partormance and Pavment Boads
A. Bsgore the commencement o~ construction of any
buildinq, structure or other improvements on the Prema.ses, T~nant
shall deliver to Landlord either (1) a performan~e bond and labor
and material payment bond issued by a surety authori.zed to da
business in the State of Ca1.~farnia, (2) a le~ter of cred~t in
favar of L,andlard, or (3) such athar protectian as Landlord may
accept in its reasonable discretion, guarantee~ng fu11. performance
of construction o~ the Improvements in accordance with ~he plans
and payment to all claimants Eor labor and materzals used or
reasonably required for use in the performance of construction of
the Improvements in accordance with the plans. Landlord agrees to
appr~ve or disapprove the prapased form o~ surety within fifteen
(15) business days after Land~o~d's receipt of Tenant's request for
approval.
B. The term o£ each such bond ar other fcrm of
surety shall commence on or before the CommEncement Date for the
improvements. Each performance bond sha7.l remain in effect until
the date on which the banded cbligat~ons are satisf ied by the
principal or by the surety's per~armance in accordance with the
terms of the bond.. Each payment bond shall re~nain in effect until
the expiratzon of the period for fi~~ng a clalm oi lien as pro~~ded
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by Iaw, or if a claim of Iaen is ~iled, the expiration o~ the
period for filznq an action to foreciose such Zien, or untll the
Premises are freed f~om the e~fect of such claim of lien and any
actzvn brought to foreclosa such Iien or the lien is otherwzse
discharged ("Completion Date").
5.05. Per~ormaace c~ Construction Work.
A. Any and ali construction work shall be dane
diligentZy, in conformity with a~.l Legal Requirements, in a goad
and workmanlike manner, substantially in accordance with the
project plans and under the superviszon of an approved architect.
Onc~ Tenant commences any woric far construction o~ the
Improvements, Tenant will dila.gently prosecute such constructian to
substantial completion not more than fifteen (15} months after the
date upon which such work first began, subject to Force Majeur~
deiays as described ~n Articie 24, provided that Tenant g~ves
Landlord written notice of such Force Majeure delays promptiy after
T~nant becomes aware of the commencement of such delays.
Construction shal~ be deemed ~o b~ camgleted fa~ purpo~es of this
section onee a Natice of Completian for such construction is
recorded in the official. records of the Los Angeles CQUnty
Recarder's Office. Upon Tenant's request after substant~.al
completion of construction, Landlord sha1J. 15SL1B to Tenant
approprzate Certif~cates of Completion there~o~ as provided in
Article 5.43 (B) and (C).
B. Tenant agrees ~.t sha],1 take a11 safety measures
reasonably required (taking into consid~rat~on usual and cust~mary
~ractices in the construc~tzan ~ndustry} to ~rotect ~ersans in, az~
2ndl~ase. 608 ^~ ~/ ~~~~~
i a ;~ 1
~i;
and araund the Pre~ises grom injuxy or damage caused by or
resulting from or in connection with the perfarmance af any work.
No construction wark shal~ be done until Tenant sha11 have pravided
to Landlard the original ar cert2fied copies and apprapriate
endorsements a~ pa~icies of insurance evid~ncinq coverage for
workers' compensatian, empldyers' liabiiity, and such other
insurance as I,andlord reasonably may require in accardance with
Article 14 of this Lease. Tenant sha1J. pay or cause to be paid all
premiums and take all other actions necessary to keep such policies
ef insurance ~.n e€fect from the Cammemcement Date until the
Completion Date.
C. A21 work shall be performed i.n a manner so as
not to unreasanably zmpair or interfere with the use, accupancy or
enjoyment of, or with any business conducted on any ad~acent
p=aperty.
D. AZ1 areas of the Premises which are used far
stagzng areas (for the storage of materiai and equ~pment),
construction shacks and worker' s pazking areas sha13. be located, to
the extent reasonabiy practicable, away from pubZic view in areas
remote from pedestrian vehicu~.ar traffic, and shall be fenced or
otherwise barricaded as apprapriate.
E. At all ~imes dur~ng the performance of any
wvrk, a1.1 areas ather than the actua~ construction site and the
staging area shall~ to the extent reasonabl.y practical a~d
possible, be kept reasanably clean and free of any ~ud, dust,
equipment or construction materials related to the work.
s~ llss~.so
2ndlease.6~8
ii
r
5.~~. 4~rne~ship o~ t~prove~ents. Sub~ect to Article
36.02 of this Lease, a~l I~pravements on Che Prem~ses, whether
present on the Premzses as of the date hereaf ar hereafter
constructed by Tenant, shail be owned by Tenant unti3. expiration af
the term or terminatian of this Lease. Except Por demfl lition and
removal af existing improve~e~ts on site, Tenant shal], nat,
thereafter, remove any Tmprovement €rom the Premises nar wast~,
destroy or modify any Impravements o~ the property, except as
permitted by this Lease. The parties covenant for themsel.ves and
a1.I persons c~azming under them that the Improvements are rea1.
property. IIpan the expiration ~r terminatifln of this Lease, alI
improvements and fixtures shall became the sole property o~
Landlord ~n their then-exzsting "as-is" ccndition. Tenant assumes
no obligatian to remave any improvements or fixtures on the
Premises.
5.07. No Liens on Fas or on Landlard's Interest.
Under no circumstance whatsaever shal~ any 1,~en, including any
mechanic's lien, materialperson~s lien, or any Iien for gaods,
Iabor, mater~ai, services or work delivered to or performed on the
Premises attach ta or encumber LandZord's fee or revErsianary
intezest in the Premises, except as pravided herein_ All
contractors, subcontractors, and providers of goads, iabor,
mate~iais, serv~ces or work, to or for t2~ie benefit of intprovement
of the Premzses shali be provi.ded written nat3ce they w~,~l nat have
a lien on Landlord's interest in the Premises. Natwzthstanda.ng the
foregoing, Landlord has agreed to subordinate this Lease and
Landlord's Fee TitZe in the Property to canstruction finaneing a~d
„
/.
2ndlease . 608 ~2 J~ 1~~~7~W
11~
pennanent fznancing ~or the Project pursuant to the terms and
conditions of the Requlatory Agreement executed concurrently
herewith.
ARTICLE 6. ALTERATIONB
fi.01. A~terations
A_ After any 4f t~a~ Imp~ovements have been
constructed and comgleted in accordance with the provisians of
Article 5, Tenant may, at Tenant's soie e~spense, make alteratians
to such ImprevEments, but only zn compliance with a~.I applicable
Legal Requi~ements and a~l requirements of the project p~ans.
A~I. alterations shall be done promptly and in a gaod and
workmanZike manner and sha1.~ be in quality and class at J.east equal
ta the original wo~k or installations in the Premzse. HQwever, i~
(i3 materials of the same type as those usad for the origina.I work
are unavailable, (i~.) due to changes to technologias in the
building industry, (isi) the use of materials of the same type as
those used for ~he or~.ginal ~~rork wou~d be impractica~ ~o use, or
(iv} materiais of the same t~pe as those used for th~ origina]. work
are proh~.b~.t~.ve].y expens~ve, then Tenant sha13, have the zight to
use materials of a type different from those used for the vr~.ginaZ
work provid~d that the use of such material is in compliance wxth
a~l appla.cable Legal, Requirements and such mater~al are o~ a
quaZity and class equ~valent to the original materials used.
B. Tenant may from time to t~me a~ter compietion of
constzuction of the Improvements as prav~ded herein, without
Landlord's prior apprava~, perfo~-m alCerations ta the Impzovements
that are interiar and non-structural alterations, addztions and
2ndlease.608
93 11~9160
13
improvements ("Fe~n~tt~d Alterations") so long as the Permitted
Alteratians:
(1} are performed in cnmpliance with a~l o~
the provisions af this Lease, and would nat resulC in any material
violation of any prov~.sion o~ this Lease;
(2) wouid not result in a change in the
character of the Improvements or the use for whxch they were
intended;
(3) wauld not invo~ve ar xesult in any change
in the exterior design, materials, colors vr appearance of the
buiZdi.ng, or any part thereof;
~4) would not be of lesser qua~.~ty except as
set forth in Article 6.OZ(A);
{5) wauld not resu].t in the diminution of the
value of the Pre~a~.ses;
(6) wou~d not zequire an excessive exp~nse to
readapt the Premises to marketable use upan the terma.nation of this
Leas~, and
t7) would not weaken ~he str~ctura~ strenqth
of any building.
C. Tenant will not, withflut prior written consent
of Land3.ord, demolish or remove a11. or any structural part of the
building located upon the Premises.
6.02. Remc~ral of Liens. If any mechanzc's Iien,
materialperson's Iien, or any other lien is filed aqainst the
Pre~~.ses for work done or claimed to have been d4ne cr for
~ater~als or servlces furnished or claZ~ed co ~ave ~een furnished
2ndlease.508
~4 ~~ ~~sglso
i~
wxth respect to the Premises at any time during the term cg this
Lease or at any time whatsaever arising because of any activn ar
inaction by Tenant or any subtenant, or any other person claiming
or having any right related to any part of the Premises, shall be
discharged by Tenant at its so3.e cast and expense w~thi.n ninety
(90) days thereafterwheth~r by payment, rel.ease, or posting o~ a
band or otk~er similar assurance.
ARTiCLE i. NO LIABILITY OF L~NDLORD
7.01. No Liabilitv of Landlord_ Tenant acknow~edges
that~ except as otherwise expressly pravided herein, Tenant has
accepted the Premises in the '*as is" conditi.on as of the date
hezeof. Tenant warrants and represents that it has fully and
campletely inspected a11 aspects af ~he premises and fuiiy
satisf ied ~tsel~ as to the condit~on and value of the Iand and the
suitability of the ~and, the Premises or any part thereof for the
construction of th~ Improvements and the Landlord has not made any
representation in connection with the Premises or in any way
relating to this Lease except as otherwise pravided herein.
Landlord shall have no liabil~ty to Tenant, or its successors,
assigns, residents, subtenants, or quests, o~ any ]c~nd whatsaever
for, in connection with, or as a result of the ownership or
eperation oP the Premises or in conn~ction with the Prem~.ses at any
time during the ter~, whether far any damage or injury to any
persons whatsoever or to any property of Tenant ar of any ~ther
person ~or any reason whatsoever, far any injury to Tenant's
residents, subtenants or others far actions or inactzons a€ter the
date hezeof proximately caused by:
2ndleasa.508 g~ ~5~1~
1~
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~
A. Cvnstructi.on, operat~cn cr mair-tenance of any of
the iuaprovements, or the condi.tzon cf any part of the Prem~.se;
8. Heating, ventilation or air conditioninq syste~a,
electrical wiring, plumbing, dampness, water, qas, steam, vr other
pipes, or sewage, or the breaking of any electrical wire, bursting,
7.eaking ar runninq o~ water frouEany tank~ washstand, water closet
or waste pipe, supply p~pe, sprinkler system, radiator, or any
other pipe naw vr hereinafter ~nstalled an or abeut tha Premises;
C. Fire, exp~osion, discharge or raJ.ease of any
gas, vapar, liquid or any ather substance, ~a].ling p].aster,
el,ectricity or smoke, being or accurring on, at or in cannecti.on
with the Premises;
D. Acts o~ negligence of Tenant or any subtenant,
occupant, us~r, licensee or invitee o~ al~ or any part of the
Premises;
E. Any latent defect in or conditi4n of the
Pre~ises or any Improvements ar rea3 or personal praperty which at
any time may be erected or situated thereon; provided that Landiard
shal~ be ~.iable for such I.atent defect if Landiord knew ar shouZd
have knvwn vf such latent defect and Landl,o=d failed to disclose
such latent defect to Tenant;
F. The loss or theft of any property of Tenant ar
any other person at on vr around the Pre~ises;
G. The cessation, interruption, suspensivn, fail~re
or inadequacy of any utzlities furnzshed to the Premises or any
apparatus or appliance used in connectian therewith.
2ndlease. 608 ~3 11s91fi~
16
~J
7.OZ. Di~aoverv of Any Taxic Substances. At al~ times
material hereto, the City has the sole and absalute discsetion ta
terminate this Lease zn the event af future discovery af any toxic
substances which sender the Premises unsuitable for its designated
use without environmental mit~gatioa measures, wh,ich are determined
by the Lal~dlord in its sole d1SCret].oI1 r to be unacceptable,
excessive or unfeasible. In the event o~ discovery of any toxic
substances which is determined by a court o~ 1aw ta render the
Premises unsu~.table for its designated use, each party hereof may
be jointly and several~y li.able therefore. This subsection is not
intended in any manner ta create the joint or several liability
under Iaw upon either party.
ARTICLE 8. MAINTENANCE AND REPAIRS
8.01. Mainteaance and Repairs. Tenant, at ~ts own
expense, shall maintain and keep the Premises and all Improvements
ther~~n in good repair and cand~tion, ordinary wear and tear
excepted. Tenant shall ~aintain the Premises and aIl Improve~nants
thereon in a decent, safe and sanitary condit~.on. Tenant ~hall
aiso make any repairs, structural or non-structural, interior or
exterivr, to ~he Pre~nises made nacessary by reason of alterations
made by Tenant vr by the acts or omisszons of Tenant, or its
empiayees, agents, subtenants, licensees, invitees ar others, or by
nor~aZ wear and ~ear, the eZea~en~s ar other casua~.ty or cause.
Such rautine ma~ntenance may be performed by Tenant wzthout notice
to or permission of Landlord.
8.02. Re~airs. When used in thzs Article, ~he term
"repairs" applies to all equapment, mach~nery, apparatus and
2ndlease.5~8
~' g3 11~g1SU
il
Pixtures o~ every kind used in connectzon with Che operatzan and
maintenan~e of the Prem~ses and a~l Improvements thezevn shal~ b~
deemed ~o ~nc~ude replacements, restarations and ranewa~s. Tenant
shall have the right at any time and fro~ time ta time to remove
and to dispose of such machinery and equipment prcvided that
Tenant sha21 pramptly replace same with other equipment or
machinery which is equally effsctive.
8.03. Inspeation~. Upon reasanable advanca notice,
Landlord shall have the right to inspect the Premises at reasonabl~
times. Tenant shall cammence steps to clean any unclean or
unsanitary condition upon ten (14) days written notice by Landlord.
Natwithstandzng the faregaing, Landlord shalZ retain whatever
authority it has under exzsting ardinances to abate any public
nuisance cond~tions.
8.04. Landlard's Ob3iqat~.ons. It is intended by the
parties hereto that Landlord have no obiiga~ion, ih any manner
whatsoever, to repair or to ma~ntain the Prem~,ses or any
Improvement constructed thereon ~r the eguipment ~herein, whether
structuzal or non-structural all of which obiigatzons are intended
ta be that of the Tenant, except to the extent such repairs or
maintenance is proximate~,y caused by Land~.ord's acts or omissions.
Tenant expresszy wai~es the benefit of any statute now or
hereinafter in effect Whi.ch wouid vtherwise afford Tenant the right
to make repairs at Land].ozd's expense or to ter~inate th~s Lease
because of LandZord's failure to keap the Premisas in good order,
condition and r~pzir.
93 iis~~fi0
2ndlease.6a8
I8
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G~
ARTICLE 9. DA~lAGE OR DESTRIICTIGN ~F TSE PREMISS3 OR
~MPROPEME~1'PS
9.01. lteoair o~ Damaae a; Destru,ctioa. Tenant covenants
and agrees that in case of damage to or destruction af the Premisss
or Improvements therevn by any cause, insured or u~insured, it
will, subject to the pravisions o~ th.is paragraph, restore, repair,
replace ar rebuild the Prea~ises and Improvements as neariy as
possible ta the canditi~n, quality and class it was ~.n immediately
prior to such da~nage or destru~tion. Such restoration, repa~rs,
replacement ar rebui~ding shall be coFnmencad promptly and
prasecuted with reasonable diligence and the holder of any
insurance proceeds arising as a rasuzt of such damage or
destructzon sha1.J. make such proceeds avai~.able to Tenant far such
restoration, repair, replacing and rebuilding.
9.02. Tenant's Obl3qations. ~f the net insurance
proceeds actua~.ly available to Tenan~ and recovered zn respect of
any i.nsured damage or destruction, less any cost o£ r~covery, sha1~
be insufficient ta pay the entire cast of su~h restoratian,
repairs, rep~acement or rebuzZding, Tenant covenants to use
c~mmercially reasonable efforts to secure other funding to ramedy
such insuf~iczency and apply such funds ~o the restoratzon, repai~,
replacement or rebui3.dinq of the Premi.ses. At such time as Tenant
determ~nes that such funding is not availabl~, or within ~wo (2)
years of the accurrence of the damage or destructian zf such
restarat~an, repairs, repiacement or rebuilding has not been
commenced, and if-such damage flr destruction renders the Pre~na5es
unsatisfactory far its intended use, then eith~r party may
2ndlease.608 Q~ ~~~Q~~f~
~ 9 v a] V
:
terminate this Lease without turther ~iability by givinq at least
ninety (90) days' prior written notice to the ather party. In the
event Tenant undertakes the restoration, =epairs, replacement or
rebuilding of the Premises, Landlard sha11 ~ully caoperate w~.th
Tenant and the approval af Landlord and its subordinate agencies,
bvards and cominisszons shall not be required unless the use of the
Premises is changed ar the number of units is reduced.
9.~3. Ovtion to Termiaate. Natwithstandzng the
~aregoing, should the net insurance proceeds available for the
restoration, repair, replacament ar rebuilding of the Premises be
~ess than seventy-five percent (75~) of the cost of rep~ace~ent vf
the improvements, or should the damage or destructian to the
Prem~ses occur ~n the I.ast five ~5) years of the terat of this Lease
ar e~ension thereaf, Ta~ant, at Tenant's sole option, may
terminate th~.s Lease without further liability by gzving thirty
(30) days' written notice thereof to Landlord.
ARTICLE 30. ENTRY BY LANDLORD
At alI reasnnable ~imes d~xring. business hours tex~ept in
case of emerqency}, Landlard, its aqents, representatives,
emp3.oyees and independent contractors shazl have the rzght to enter
the Premises in arder to ascertain whether the Tenant is complying
wi.th its obligations under this LEase and for any other purpose
permitted under this Lease; provzded, hawever, that such entry
shaZl not unnecessarily ar ~nreasonably disturb any occupants of
the Premises. Neither the right and authorzty reserved by thzs
Articie, nor the exerczse thereof, sha~l impose any responsibility
2ndleasa.608
93 iis9lso
20
, ~ ~{
~~
or ~iabi3ity for the care or supervision of ~he Premises or
Improvements therean by ti~e Landlord.
ARTICLS 11. IITILITIES AND 3ER4ICE8
i1.01. Utilities and S@T'V1CB9. Tenant, at its expense,
shall. maintain or shall cause to be maa.ntained all utzl~ty lines,
whether lacated on or off the Premises, servicing the Premises.
Tanant shall pay promptly alI assessments, d~posits, rents, costs,
connection and tap-in fees and other charges for the connection of
utilities, including any fees or changes imposed by any utility
company or governmentaZ entity or agency for ~aaking such
connectians. Tenant expressly agrees that Tenant shalI, pay ali
charges for fuel, gas, water, power, electracity, light, heat,
power, telephone or other cammunicatian services and ali other
utility or services necessary to carry on the operations o~ the
Tenant. Tenant sha~l indemnify Landlord from and defend and hold
Landiord har~iess against any cla~m, liabil.ity, damage, loss, cost
or expense i.n connection with such charges. Sn the event oF
nonpayment of any such charges, then the same sha11 be due and
payable as Additional Rent. Land~ord may, after giving Tena~t at
least ten (10) urorking days notice and an apportunity ta cure, pay
or cause to be paid any items or charges which are delinquent.
Thereafter, on demand by Lar~d~ord, Tenant shall pay and re~mhurse
Landlord as Additianal Rent for any items or charges, wzth interest
at the De~ault Rate from the date of payment by Landl4rd until
Landlvrd is repaid in full by Tenant.
11.02. Easements. La~dlord agrees at the req~xest of
Tenant and at Tenant's cost and expense (or at the expense of the
2ndlease. 608 93 11~91s0
zi
.f
~
utility co~pany or ather third party) to ~oin in the qrant af any
easements aver the Land that are necessary to obtain any utility
service to ~he Premises.
ARTxCLE Z2. PR~HIBITION AGAI~$~ ~iCIIMHRANCS OR TRANSFER
W~THOIIT TSE LAND~~R~'S PRI~R WRITTEN CONBENT
Subject to ArticJ,e 21 beiQw, the Tenant shal~, not assign,
hypothecate, encwaber or transfer the Premises, or any interest
therein, directly or indirectl.y, by aperation of Iaw or otherwise,
withaut the prior writtan cansent of the Landlord, r.thzch consent
shall nat be unreasonably withhe~d. Any attempt to do sa without
said consent sha~~, be null and voa.d, and any assignee or trans~eree
shall acqu~re no right or interest by reasan of such attempt~d
hypathecatzon or transfer.
ARTICLE 13. TARE3 AND iMPOSYTZONs
13.01. Taxes. Tenant shall directly bear, pay and
discharge all r~al property taxes, possessory interest taxes,
personal property taxes and spe~ia7. assessments imposed, Ievied or
- ~ssessed on the Premises or Improvements thereon.
13.02. Impositicns. Tenant sha1J. directly bear, pay and
discharge alI Imposa.tions before the first day on which a penalty
or interest may accrue or be assessed thereon ~or nonpayment (ar,
zf no penalty or interest there~n may accrue or be assessed, then
before such Impositions become deiinquent or past due).
"Impositions" sha13 mean and ~nclude all aznounts, a~I costs, a~l.
e~enses and all charges of any k~.nd and every kind whatsoe~er
(whether €oreseen or un~oresean) which may be or become due or
owir.g w~th respec~ to a? 1 or any ~art of t::e Premises during or for
2ndlease. fi08 2~ ~~ ~~~~~~~
~
ar wlth respect to all or any part of the '~erm oF this Leasa,
including (without limitation) ali real estate, ad va3orem, and
other taxes and assessments, possessory interest taxes, water and
sewage charges, and governmenta]. imposztions and charqes of every
kind and nature whatsoever, extraordinary as well as ordinary, and
each and every install.ment thereof, which sha~~. or may during the
Term be charqed, laid, levied, assessed, imposed upon or become
payable aut of, or became liens upan, or arise zn connectian with
the ownership, Ieasing, ~pera~i4n, use, occupancy, or possession
of. or became due or payabie aut of the Premises ar any part
therEOf oz be payable for or with respect to the Pzemises or this
Lease ar the priviiege of entering inta or hoiding this Lease or
leasing, or leasing space wzthin the Premises, regardJ.ess of
whether assessed or ~evied upon flr payable by Tenant or Landlord.
In the event of nonpayment flf any Impasition, Landlord may,
after giving Tenant at least ten (10) bus~ness days nat~.ce af its
intention to do so, pay or cause ta be paid any item or ~tems of
Imposlt~ons which are de~inquent or past due, and Tenant shall on
demand pay and reimburse Land~o~d the~efor and the same shall
become due and payab3.e as Additianal Rent, and Landlord shall have
a1Z of the r~.ghts and remedzes herein provided in the case of
nonpayment of Base Rent with interest at the Defauit Rate from the
date of payment by Landlord un~il Landlard is repaid ~n fu11 by
Tenant.
ART~CLE 14. INSIIRANCE
Prior to commencing vccupancy of the Premisas or
commencing canstruction of Improve~nents on the Premises, Tenant
2ndZease.608
23 g3 iis9~so
i
shall procu=e and thereafter maintain for the duratzon of the Lease
term, at Tenant's own cost and expense the foll.ow~ng insurance
against ~laims for injuries to persons or damage to property which
may arise ~rom or in cannectzon w~th Tenant's possession,
oc~upan~~, operation and use of the I~*ased preiaisas hereunder by
the Tenant, his agents, representatives, employees or
subcontractors.
~4.01. ~sinimum Limits ot Insurance. Tenant shall
maintain Iimits no less than:
A. Comprehensive General Liabi3.itv: One Mi].lian
Dol~.ars ($I,004,040) combined single l~.mit per occurrence for
bodily injury and property damage. This insurance shaZl znc~ude
caverage for the ~ollawing:
(1) Premises/4perations;
(2) Explos~on, Ca~lapse and Underground
Property Damage Ha~ard;
(3) Praducts/Co~pleted Operations;
(4) Contractual.;
(5} Independent Contractnrs;
(6} Broad ~orm Property Damage;
(7) Pers~nal Injury.
B. Worlter's Compensat~on and Emplovers Liabilitv:
Workers~ compensation limits as required by the Laboz~ Cade of the
State of California and Employer's L~ability Zimits of One Mil.lion
Dallars ($1,000,000) per acciden~.
C. Proraertv Insurance : A standard f ire insurance
po~.icy with extended coverage end~rsement, vandaJ,~sm and malic~aus
2ndlease.608 []r~ 1• Q1 ~+
24 . Jt! 11~J1V0
~ ~ r
j'
~ischzef. This po~icy shall be endorsed nam~nq tize Landlord as
addit~onal loss payee and shall be in an a~ount no Zess than 100~
ful3 r$place~snt value of any in~pz-ovements or betterments on ths
praperty, The Landlord shall also be added as an additzonal
insured on said palicy as its interest n~ay appear.
Before the con~mencement of any construction or
demo~iticn, Tenant shall procure and maintain in force until the
Camp~etzon Date, "All Risk Builders Risk" insurance po~~.cy
pravzding coverage far Improvements, additians or alteratio~s in
p~ace and all materxals and equipment at the ~ob site furnished
under contract with Iimits in accardance w~th the praject value.
This policy shall be ~ndorsed naming the Landlord as additional
~ass payee. Landlord shall also be added as an additional insures3
ta said po~icy as its interests may appear.
~. Personal Propertv Insuranca. Property
insurance sha~l be pravzded for all af Tenant's cantents,
znventory, equipment, and for any Impxovement or betterments made
by Tenant ta interior leasab3.e space ~ocated an the Premises.
Tenant shall obtaiz~ and keep ~n force dur~ng the term a~ this Lease
Agreement a policy or policies of insurance covering ~ass or damage
to such contents and improvements or betterments 3.vcated on the
Premises, zn the amount of ane hundred percent (1a0~) of the full
repl.acEment va~ue thereof, as the same may exist fzam time to tzme,
against all perils included within the classification af fire,
extended coverage, vandal.ism, malicious mischief, and special
extended periis. Landlord shali bear no respansibil~ty whatsoever
93 11fi91~0
2nd~ease.B~8
25
for any loss, damaqe or destructian cf Tenant's contents,
equipment, Improve~ents ar better~aents.
14.02. Deductib~es and SeI~-~ns~red Retentians. Any
deductibles ar self-insured retentions must be declared ta and
appraved by the Landlord. At the option of the Landlord, the
insurer shall reduce or eliminate such deductibies or se~~-insured
retentions as respects the Landlord, its officials, employees and
volunteers; or the Tenant shall procure a bond guaranteeinq payiaent
of J.asses, zel.ated investigation, c~aim administratidn and defense
e~enses .
14.G3. Othe= xnsurance Pxavisians.
A. General Liability Coveraqes,
(1) The City of Santa Monica, members af its
City Council, boards and commissions, offzcers, agents, employees
and volunteers are ta be cave~ed as insureds as respects: Zaabil.ity
arzs~ng out of activities performad by ar on behalt of the Tenant;
praducts and compl.eted operations of the Tenant; premises awned,
leased or used by the Tenant, or arising fram or in any manner
connected to Tenant's business, activities, operations, services ar
work conducted in or about the Premises. The coverage sha],1
contain no special ~imitations on the scape of protectian af~orded
to the City, members of the City Council, boards and cammissions,
officers, agents, e~tp~ayees and vo~.unteers.
t2) The Tenant's insurance covexage shall be
primary insurance as respects the City of Santa Monica, members of
its City CounciZ, Boards and coaunissions, officers, agents,
empl.oyees and valunteers. Any insurance or seii-insurar.ce
2ndlease. 608 Q~] 1 ~! ~(]~~+n
2 6 vej 11 ~7 UtJ
%~)
maintained by the City, its officials, employees and volunteers
sha~Z be excess a~ Tenant's insurance and sha].~. not contribut~ tb
it.
{3} Any failure to compiy with reparting
provisions of the pal.icies sha~l not affect coverage pravided to
the City of Santa Monica, members of its City Co~ncil, baards and
commissivns, aFficers, agents, enaployees and volunteers.
(4) Coverage sha1.1 state that Tenant's
insurance shall apgly separately to each insured against whom a
claim is made ar suit is ~arought, except with respect to the Iimits
of the insurer's liability.
B. Workers'Campensation. Em~Iover's L~ability and
Praperty Coveraqes. The insurer shall agree ~o wazve al~ rights af
subrogat~on against the City af Santa Monica, mem~ers vf its C~.ty
Council, boards and ccmmissions, officers, agents, employees and
voluntears for losses arising from the occupancy, possession and
use of the Premises, or any actzvitzes and aperatians of TEnant
under this Lease Agreement.
C. Coveraqes.
{1j Each insurance policy required by th~.s
clause shal.l be endorsed to state that coverage shal~ not be
suspended, vaided, canceled, reduced ~n cav~rage or ~n I.zmits
except after thirty (30) days prior written natice has been given
to the fallowing:
City Manager
C~.ty of Santa Monaca
1685 Main Street
- Santa Monica, Calzfornia 904~1
with a copy ta:
2ndlease.6g8
s3 ~1~~1so
27
;., ~
i
Housinq Director
Ci~y of Santa Manica
1685 Main Str~et
Santa Monica, California 90403.
(2) If Tenant, for any reasan, fails ta
maintain insurance coverage Which is required pursuant to this
Agreement, the same sha~l be deemed a materia~ brea~h of contract
~ol~owinq compliance with the procedures set forth ~n Section
zS.OZ. Landlord, at its sale option, may abtain such insurance in
Tenant's nan~e ar as aqent of Tenant and shal]. be compensated by the
i.nsurance pr~miums upon wzitten request therefore. Tenant shall
pay Landiord interest an paid insurance premiums at the maximum
rate permitted by l.aw computed fror~ the day wrztten notice is
received that the premium5 have been paid_ •
Landlord may purchase such required insurance caverage
{but has no spec~a]. obZzgatzon to do so), and withaut f~rther
noti,ce to T~nant, Landlord may add sums due to Landlord, any
premium costs advanced by Landlord for such insurance.
D. Acceptabi~itv of Insurance. Insurance is to be
pZaced with insurers rated B+IO or better by A.M. Best's rating
service.
E. Veritication of Coveraae. Tenant sha1.1 furn~.sh
City with certificates of insurance ciause. The certif~.cates are
to be signed by a person authorized by that insurer to bind
coverage on its beha~f. The cer~zficates are to be in a form
acceptable ta the Landlord and are ta be zecezved and approved by
the Land~ord.
~~ ~ssgsso
2ndlease.608
28
F. Subcantractc
its subcontract~rs as insureds
required herezn, ar alternat
certificates of insurance and
sata,sgactory co~nplianc~ kay each
requir~ments stated herean.
r~. Tenant shall include each o~
under the policies og insurance
ively, shall provide the City
bindinq endorse~ents evYd~ncing
subcnntractor with the ~.nsurance
ARTICLE 15. DEFENSE, INDEMNIFTCATION AND H~LD HARMLESS
Tenant hereby agrees to defend, indemnify and hol.d
harml~ss the Landlord, its City Councii, baards and cammissions,
off icers, agents, employees and vQlunteexs (hereinafter
coliective~y referred to as "Clty") fram and against any and all
loss, damage, cost, expense, iiability, claims, de~ands, suits,
attarneys' fees and judgments arising directly or indirectly fram
or in any manner connected to Tenant's possession, occupancy or use
af the Prem~ses ar arising from or in any manner connected to
Tenant's busin~ss, acti~ities, operatinns, serv~ces ar wor~s
conducted in, on or about the Premises regardless of any active or
passi~~ negligence by City ex~ept as atherwise stated herein.
Tenant furth~r agrees to indemn~fy, defend and hald
harmless City from and against aIl loss, damage, casts, expense,
liability, cJ.aims, deznar~ds, suits, a'Ctorn~ys' fess and judgments
arising froa~ or in any manner cannected to the furnishing ar
supplying af any work, services, materials, equipment or s~pplies
to Tenant or an Tenant's behalf by any persons, firns, corporations
ar ath~r entit~es in, on or about the Premises.
Without Ii~iting the genara~ity of the faregoing, Tenant
agrees that Czty shall nat be liable for any injury to Tenant's
2ndlease.608 9~ i1fi9~.~U
29
~ ~
business or any lass af income therefrom, or for da~age ta the
goods, wares, merchandise, ~mpravements or ~ther property of
Tenant, Tenant's offi~ers, aq~nts, employees, invi~ees, customers,
cantractors, ar any other person in, an or abvut the Prem~ses ar
any of Tenant's officers, agents, emplayees, invztees, customers or
~ontractcrs.
Natwithstanding the foregainq~ Tenant shall not be
respansib~e for those claims arising due to the sole neg~igence or
wilfull miscand~ct of Ci~y.
ARTSCLE 15. SAFETY REOIIIREMEPITS
A~.~. wark perfarmed under this Lease shal]. be perfazmed in
such a~nanner as to meet or exceed the safety standards outlined by
the State of Cal.ifarnia safety regula~~.ons. Tenant shall ma~.ntain
the Premises free af hazards to pezsons and/o~ property ~esult~ng
from its operatians. Any hazardous condition nated by Tenant,
which zs not a result of its operations. sha~l ima~ed~ately be
reported to Landlord.
ARTICLE 17. COMPLIANCE 1qITH ALL LAAS
Tenant and Landlord sha~l conduct alI operatians in
accordance with aII va~.id laws and camply w~th a11 applicable state
ar federal laws, ordinances, rules and regulations applicable to
such business, in effect or hereinafter adopted by the City of
Santa Monica, County of Los Angeles, Californ~a oz ~he United
States.
ARTICLE 18. PERMITS AND LICENSE3
Tenant shal~. obtain and maintain durzng the ter~ of this
Lease, a~.~, appragriate 1a.censes, per~its and cer~ificates that may
2ndlease.6~8
~0 9~ lls~~so
~r
/
f ~ ',
be requirsd in connectivn with the operatian cf its faci~zty and
for the prov~.sion af serv~.ces hereunder, and such licenses, permits
and certificates shall be obtained without additional expense to
Land3~rd.
ARTICLE 19. PRODIICTxON ~F REPORTS. RECORDB AND STATEMENTS
Tenant shal~ maintain such records as ars reasonabiy
required by Landlord to verify compliance with the terms of this
Lease. Upon Landlord's written request, Tenant shall. within ten
(lfl) busin~ss days submit copies of all annual budgets, financial
statements, audits, annual operation subsidy awards and a11 other
reports, records and statements that pertain to or are in any
manner connected with the Premises ta Land~ord up~n their receipt
or completion. The records, reparts, statements and other
documents af Tenant that pertain to ar ara in any mann~r connected
with the Premises shall be avai~ab~e for inspection and copying by
Landlord durinq no~m~~ business hours, b~t sh~3l be kept
conf idential by Landlord and shall not be disclased to any oth~r
persan with~ut Tenant's prior written approval.
Notwithstandinq the faregoing, ali records, reparts and
othe~ documents of Tenant required to be or which in the caurse of
Tenant's cust~mary operations and pzoceduz-es are kept conf,identiaZ,
such as persanal tenant records~ gersonnel records and simi~ar
records, sha1.1 not be sub~ect to disc~osure hy Landlord.
ARTICLE 20. NON~DISCRIMrNATION
Tenant hereby covenants and agrees not to disc~iminate
against any person ar graup of persons, r~n account d~ race, color,
creed, religian, sex, mariCal status, national origin, ethnic
2ndlease.6a8 s~ llsssso
31
%f
arigin, sexual preference, handicap or ancestry, in the leaszng,
subleasing, transferrinq, use, occupancy, tenure ar enjoyment at
the Pre~nises herein leased nor sha~l Tenant establish ar permzt any
such discrim~natian or segregation with reference ta the seJ.ection,
3.ocation, m»her, use or flccupancy of subtenants in the Premises.
ARTICLE al. LEASS TRANSFER: ASSYGNMENT: AND SIIBLETTING
21.a1. Co~sent Requ~.rement tvr Lease Transte~. Except
as provided in Articles 12 and 22 of this Lease, withaut the priar
written consent a~ Lans3lord, which consent Land~ord may give or
withhold in Landlord's reasonable discretion, no assiqnment,
sublease, license, mortqage, desd of trust, pledqe, encumbrance ar
any other agreement or instrument pursuant ta which Tenant purports
or directly or indirect~y attempts to grant or transfer ta, or to
create in, any other person or entity any interest in the Premises
or any portion thereof or any rzqht tv use or nccupy the Premises
or any partian thereaf, and na darect or indirect transfer tfl o~
creatzan in any other persan or entity of any interest in the
Premises ar any portion thereof or the riqht to use or oecupy the
Premises or any port~on thereaf by operation of I.aw (al].
callectively referred to herei.n as "Lease Transfer") sha1Z be
valid. ~iny transfer of cantrol of Tenant, other than as expressly
periuitted herein, sha~l be deemed to be a Lease Transfer and must
meet thE canditians set forth in this Article appZxcable to
assignments.
Notwzthstanding the foregoing, Tenant may:
A. Ass~gn the Lease to a l~mited partnership,
prov~ded Comn~unity Corporation of Santa Monica is a General ?artner
2ndlease_ 608 ~3 ~~~~~~~
32
i~
og such limited partnership. Second Street Center Partnership, a
Cali~o=nia Limited Partnership, sha11 be deemed to qualify as an
approved assiqnee of the Lease.
B. Lease the residentzal units subject to
comg~iance w~th the Requlatory Agreement.
C. Enter into a master l~ase ~or the ~ammercial
spac~ subject to approval af Landlord.
D. Enter into a management agreement with an entzty
agp~oved by Landlard, in its reasonabZe discretian, and appro~ed by
all ather project lenders, if required.
21.02. Assiqnment. Exce~t as pzQVided in Atticle 2z.0~,
Landlord agrees it sha12 not unreasonabiy withhold its consent to
a pragosed assignment of this Lease sub~ect to satisfaction of the
following:
A. Tenant shaZl nat b~ i~ defauZt under th~s
Lease.
B. Tenant sha31 have completed canstruct~vn, in
accordance with the provzsions a~ this Lease, of a1~ buz~dings and
impravements to be cdnstructed on the Pzem~ses; and
C. Tenant shall have demonstrated to Land~ord's
satisfaction in Landlord's reasanable discretion that the propased
assignee i~ financxa~ly sound, possesses the reputation and
experience in owning and managing law-income residential units.
Community Corporati~n of Santa Monzca shall be desmed to satisfy
these require~ents.
D. Any assignment shall. be in writ~.ng and sha~~. be
exe~uted by the assignee wha shail assuine this Lease and aZZ the
2ndlease.6D8
~3 11~91.~~
33
. ,
agr~ements, terms, obligatians, liab~li~zes, covenants and
conditzons an the part af the Tenant, and a dupi~cate ariginal af
such assxqnment and assumptian shall be delivered to Landl~rd
before the same shall be effect~ve.
RRT3CLE 22. LEA$EHOLD MORTGAGES
22.01. Leasehald ~ortQaaea. Tenant may grant one or
more Leaseho~d Mortgaqes encl~Mbering Tenant's interest in th~
Improv~ment and Tenant's leasehold znterest under this Lease to an
institutional Iender with the prior written consent af the
Landlord.
22.02. Notice ta Landlord. Tenant shall exercise gaod
faith efforts ~o require eac~ Leasehold Mortgagee to give Landlord
the right to receive notzces of any event of default by Tenant
under the appl~cable Leasehold Mortgage and the right to cure any
such defau~t in the same period of time to cure such default as is
given to Tenant hereunder pZus an additionaZ ~en (10) buszness days
with respect ta those defaults that are curabZe. if and to the
extent Tenant fails ta cure any such default, and Landlord
exerczses its right ~o cure the same, Tenant shall reimburse
LandZord for ail nf Landlord's reasanable costs and expenses,
includxng without limitatian reasonable attorneys' fees, incurred
in connectzon with any proposed Leasehold ~ortgage.
22.03. Amendment or Cance~latzen of Lease. No
amendment, termination, cance~Iation, surrender or madificatzon of
this L~ase shall be ef~ective as to any holder of a Leasehoid
~ortgage unless consented to in writing by such entzty, which
cansent sha~l nQ~ be unr~asonably w~thhe?d ar delayed.
2ndlease.608 JV i1~JJJ.VV
34
22.Q4. ~easehOld ~ortq~qe~~s R~qht to Cure. The holder ~
of any Lease~oid Mortqage may qiva na~ice to Landlard, specifyinq
the na~e and address cf such Leasehold Mc~tgagee and attaching
thereto a true and complete copy af such Leasehold Mortgage, and i~
such notice shall be given, such Leasehald Mortqagee shalZ be
entit~ed to recezve the notices and apportunities to cure as
pravided i.n Article 25.
22.05. New Lease with Leasehold Mortqaqes.
NQtwithstanding any other provision of this Lease to the contrary,
should this Lease terminate because ~f the default of Tenant,
Landlord wi~l execute a new iease for the Premises to an approved
Leasehold Mortgagee, provided:
A. A wri~ten request far a new Iease is served
upon Land~ard by such appraved Leasehold Mortgagee within ten (10)
days afte= the date of terminatian af the Lease;
B. The new lease is for a term commencing upon
termination o~ the Lease and end~.ng no sooner than the same date af
the term of this Lease wou7.d have ended had this Lease not been
terminated, pravides for the payment of rent and other charges at
the same zate that would have be~n payab].e under this Lease dur~,ng
the remaining ternt af this lease had this Lease not been
terminated, and contains all of the same provisions as are
contain~d in this Lease;
C_ Such approved Leasehold Mortqagee, concurrently
with the executxon of ~he new ].ease by LandZo~d, sha].I pay any and
a21 sums that would at the time of the execution af the new lease
be due under this Lease but for its termination and ~hall otherwise
2ndlease.508
3 5 93 1~fi9~fi~
. ~
. ~ ~ ~
fu3~y remedy, or agree ~.n wrztxng to remedy, any other de~au~ts
under or breaches af tha.s Lease committed by Tenant that can
reasonab~y be remedied by such appraved Leasehold Mortgages; and
Q. The new lease sha11 be sub3ect te a11 exist~ng
sub~.eases which are not in default.
ARTICLE 23. RELATIONSHIP 4F PARTIES
Nothinq contained in ~his Lease shall be deemed or
construed ta create the relationship af principal and agent or af
partnership or oP joint venture or vf any associatzon betwaen
Landlord and Tenant other than ~andlord and tenant.
ARTICLE ~4. I~~RCE MAJEIIRE
Subj ect to ~he conditions set forth in tha~s Lease, Tenant
sha1.1 be excused fram perfazzai.ng its obli.gations here~xnder to
commence, cont~nue or co~piete any required construction if and so
long as the per~or~ance Qf such abliqation is pre~ented by events
nat within the reasonab~e control of Tenant (hereinafter "Farce
Ma?eure"), includzng, without li~nitat~on, Acts of God, act5 of
pub~ic enemy, ep~.demics, strik~, lockauts, fraiqht emhargo, ~ire,
earthquake, fl.oods, explosion, war, znvas~on, i.nsurrectian, r~at,
~aob, violence, sabatage, delays af cantractors, delays of lenders,
or other cause not reasonably within the reasanab].e ~ontroZ of
Tenant excludxng, however, the inability ta obtain monies to
perform Tenant's obligations and undertakinqs. Land~ord may extend
~he time period for the performance of Tenant's obligations and
such axtension of time shall be given anly far the perzad o~ time
such cause occurred.
93 11fi91~~
2ndlease.608
36
~' ~
ARTICLE 25. MATERIAL EVENTB OF DEFAOLTS: PROCEI,)QRES
Tha accurrence af any one ar more oP the followzng events
shali constitute a material default and breach nf this Lease
entitling the non-defaulting party to terminate this Lease prior to
the expi.ration of the t~rm.
25.01. Events of Default. The failawing shalZ canstitute an
"E~rent o~ ~efault" by Tenant:
A. Failure ta pay Landlord any Base Rent ar any
Additional Rent as and when the same sha~.l become due and payable,
and such default eontinues aft~r compliance with the procedures
s~t forth in SECtibn ~S.OZ.
B. Subject to Force Majeure, failure to commence
ta con5truct Improvern~nts as and when required under this Lease,
and such defauit continues after co~npliance with the procedur~s
set forth in Section 25.02; pravi~led, however, that in the event
the curing party cannot reasonably cure such default within the
time perzads provided zn Sectzon 25.02, ~he curing party shall
have such additxonal time as may be reasonably n~cessary, provided
the cuxing party commences to cuxe such default w~.th~n the time
periods provided in Section 25.02 and diiigently prosecutes such
cure to completion thereafter_
C. Abandanment of Premises by T~nant for a period
vf thirty ~3aj days ar more after compliance wzth the proced~res
set forth zn Section 25.02.
D. Failure ta perform or to comp~y with any of
the covenants or conditions set forth herein and such
nanperfor~ance or noncomplian~e continues
after comnliance ~ith
2ndlease.6Q8 a7~ ~1VJ3,~V
37
F t
y I
the p~ocedures set ~orth ~n Section 25.02 cnm~~iance with th~
p~ocedures s~t forth in Sectian 25.02; provided, however, that in
~he event the curinq party cannot reasanably cuze such d~fau~t
within the time p~rzods provided in Section 25.02, ~he curing party
shall have such additional time as may be reasonably necessary,
provided the curing party commences to cure such default within
the time periads provzded in Section ~5.02 and dil~gently
prasecutes such cure ~o completion thereafter.
E. Except as permitted in Sections I2 and 22
above, any purported assignment or attempted transfer of Tenant's
interest in the Premises without the prior written consent of
Landlord.
25.02. Procedures for Declarinq an Event o~ Defa~lt.
Notwithstanding anything to the contrary herein or in ~he
Regulatory Agreement, Buildinq Loan Agreement, Promissory Note or
Deed of Trust executed concurrently herewith, Landlord sha~l not
exercise any of its ~emedies and/or deciare an Event af Default,
unless and untzl alI af the following shal~ have occurred:
A. Prior to declaring an Event of D~fault ar~s~ng from
the Owner's default of any agreements with the City relating to the
Praperty, the City shall give written notice thereof to the Owner,
any Leasehold Mortgagee which has requested such nat~ce and Mission
Hausing ~nvestments, a Califarnia corporation {"Limited Partner")
by reg~.stered mail addressed to the ~wner at the addzess stated in
this Agree~nent, to any Leasehald Mortqagee at the address set ~arth
in the request for notice fram such Leasehold Mortgagee, and
addressed to the L-imited Pa~ ~ner at 18Z01. Von Karx~an ~ven~e, Sui~e
2ndlease.608
3 g 93 11~91.sa
. ~
1700, Irvine, California 92715-1q46, or ta such other address as
may have been designated ~y such parties fram time to time in
writing ("Notice af ~e£au~~"). The written Notice 4f De£ault shail
specify (1) the nature o~ the violation, (2) remedial activns
necessary ta cure said vialat~.ons, and (3) a reasanabie time
period, not less than fifteen {I5) days with respect to m~netary
defaults and thirty (30) days with respect to non-monatary
defaults, after receipt of the Notice of Default, to commence
remadial actions. The City shal~ have no obligat~on to provide
notice to any third party where the event af defatzlt arises from
the Owner's de~aul.t of aqreements with other third parties.
If such vialatian is not corr~cted ta the reasanab].e
satisfactian of the City within ~he time period designated by the
City in the Notice af Default ar such further t~me as may be
provid~d by tha City, the City shall give a second written notice
to the Li.mited Paxtnex~ and any Leasehol.d Mortgagee who has
requested such natice ("Second Notice of Default"). The Second
Notice of De~ault shall inc~.ude al.l the information pravided in the
origznal Notice of Default and shali give th~ Limited Partne~ and
Leasehold Mortgagees an additional. period of time, nat Iess than
the time periads provided in the original Natice of Default, to
cure or remedy the violations.
If the Li~nited Partner or Leasehold Mortgagee has faiied to
commence in a timely manner ar is failing to diligen~ly proceed to
cure or re~nedy the vio~.atians, ~he Czty may, without further prior
notice, declaxe ~n_writzng an Event of Defauit under ~his Agreement
effective on the date of rece~pt by Barrowe~, Iease~ZO3.d ~ortgagee
2ndlease . 6c38 93 1~U~7~V~
39
t ~
a~d L~mited Partner af such written Event af Default.
Natw~thstanding the foreqoing, ~he City shall not declare an
Event af Default in the e~ent the Limited Partner has not~fied ~he
City within thirty (30) days of reeeipt of the Second Notice af
Default that it has cnmmenced ar wi1l co~mence t~ remove the
genera7, partner o~ th~ 4wn~r in accordance with the terms of the
Partnershzp Agreement or shaJ.l have failed to thereafter diiigently
pursue such removal af the general partner. If and to the e~sten~
the removal of the general partner of the Owner is enjoined, stayed
ar de~ayed as a result of bankruptcy, injunction ar other
proceedinq by or against the Owner or its qeneral partner! or the
de~ault requ~~es possessiarcaf the Praperty to effectuate the cure,
the Limited Partner shall be deemed to be pursuing such remvval ar
curing such default d~ring such bankruptcy, in~unction or other
proceeding pro~rided Li~nited Partner ~s Qtherwise in complzance with
the foregoing provisions.
ARTICLE 26, REMEDIES
Upfln ar at any time a~ter the occurrence of an Ev~nt af
Default, and if permitted hereunder, foilawzng the fa~.lure by any
Leasehold Martgagee to cure such Event of Default as provided in
tY115 Lease, the follawzng remedies sha~l apply:
2~.~1. Riqh~ of Terminatiaa. Landlord shall have the
right ta terminate this Lease and Tenant's right ta possessi~n oF
the Premises by g~v~ng natice af such term~.nation tQ Tenant, and
upon the giving of such notice (Qr, if such notace shall specify a
date for such tern~ination, and upon such date) this Lease and Term
and estate af Tenant and Tenant's right to possession hereunder and
2ndlease.6~8 JV 1~~~7~U~
~~
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all of Tenant's right, title and interest hereunder in and ta the
Improvements, shall expire and terminate on sueh date, as if the
date of termination were the end of the Term. In such event,
sul~ject to Califo=nia law, Land~ord shal~ be entitled to recaver
fram the Tenant all damages proxi~ately caused by such default_ In
the e~ent of such termination, LandXord sha~~ have the optzan af
assum~ng the existing master-tenancies and sub-tenancies, if any.
26.02. Transter of Interest IIpon Termination. If this
Lease shall be term~nated as pravidad abo~e, ali of the right,
title, estate and interest of Tenant (I) in and to the Premxses
including, withaut limitatian, the Land, the Improvements and any
Alteratibns ~hereto, (z~) in and to al~ ~naccrued rents, ancome,
receipts, revenues, issues and profits issuing from the Premi.ses or
any part thereo~, and (zii} ~n and to alZ insuranc~ policies and
aiI proceeds thereof, s~aZ1 automat~cally pass to and vest in and
belonq to Land~ord without furth~r action on the part of either
pa~ty. Landlord may remove any or ail gersons in possession of the
Premises, and take possession thereof . Any property ].ocated at the
Premises may b~ removed and stored in a warehause o~ eisewhere at
the expense and rzsk of and fox the aecount of Tenant.
26.03. Other Remedies. Landlord shali have the right to
pursue any other remedy naw or hereafter available undex state or
federal laws.
ARTICI,E 27. NOTICE3
AJ.1 notices, demands, requests for appravaZ ta be g~ven
under this Lease, _ shall be given in writing and sha~], be dee~ned
served when delivered gersanal.ly, one (1) bus~ness day after
2ndlease.608 "~ ~~~a7~V~
41
~ ,
deposit with a repu~able overnzght carrier, ar seventy-two (72)
hours after the depnsit thereflf in the Un~ted 3tates ~ail, postage
prepaid, registered or cert~fzed, addressed as hereinafter
provided,
AI1 notices, de~ands, requests or approva~s fra~ Tenant
to Landlord shall be addressed ~o:
Housing Manager
1~85 Main Street
Santa Monica, Califarnia 9040Z
with a copy ta:
C~ty Attorney
1685 Main Street
Santa Monica, California 9040I
All not~ces, demands, ~equests or apnrovals from Landlord
ta Tenant o~ Lzmzted Partney shall be add~essed to:
Cammunity Corporation of Santa Monica
1351 Third Street, Room 205
5anta Monica, Caiifornia 90401
Re- Second Street Center
ARTICLE 2B. EST~PPEL CERTYFICATE; RIGHT OF FIRST REFIISAL
Either party sha~l at any ti~e upan not less than ten
(la) days' przor wr~tten notice from the ather party execute,
acknowledge and deii~er ta the requesting party a statement in
wri.ting {~) certifyinq that this Leasa is unmoda.~ied and ~n full
force (ar, if madified, stating the nature of such madification and
certifying tha.t this Lease, as so modified, is in full force and
effect) and (2) acknowZedging that there are nat, to such party's
knowledge, any uncured defaults hereunder, ar specifying such
defaults, ~f any, as are claimed.
2ndlease.608
42
Any such statement may be
s3 ~.~ss~~o
~ ~
~~
conclusive~y re~ied upan by any p~aspective purchaser or
anc~rancer of the Premises.
If Land3ard desires to finance, refinance or seli the
Premises. or any part thereaf, Tenant riereby agrees to deliver to
any Zender or purchaser designated by Landlard such financial
statements af Tenant as ~ay be reasonably required by such lender
or purchaser. Such s~at~ments sha31 include the past three (3)
years' financiaZ statements o£ Tenant. A31 such financial
statements shall be recaived by Landlard and such 1end~r or
purchaser zn confidence and sha~l be used only for the purposes
herein set forth, ,
If Landlard determines to sell ar transfer all ~r any
part of the Premises, Landlord shall notify Tenant zn writing of
the terias on which Land~ord will be wiil~ng to sell.
If Tenant, within thirty days (30} days after recezpt Qf
Landzord's wrztten notice, ~nd~cates in wr~tzng its agree~ent to
purchase the Premzses or a part the~eaf vn the ter~s stated in
Land~.ord's notice, Landlord shali sell and canvey the Premises oz~
part thereof to Tenant qn the terms stated in the nvtic~. If
Tenant does not indicate its agreement within thirty (30) days,
Landlvrd thereafter shall. have the right ta sell and canvey the
Premises or part theredi to a third pazty on tha same terms stated
in the notice. Ft Landlord does not seZl and convey the Premises
or part thereof within ninety {90) days after commencement thereof
any ~urther transaction sha11 be deeaed a new determ~nation by
Landlord to sell and convey the Premzses or part thereof and the
prov~$lons af ~his paragraph sha~l be appiicable.
2nd~ease.6~8 ~~ Q~? ~~~~~~0
vt)
[ ~
r
,~
`r`
If Tenant purchases the Pre~ises, the Lease shall
terminate on the date title vests zn Tenant, and Landlord sha11
remit ta Tenant a~.l prepaid and unearned ren~.
Natw~.thstanding the xights granted ~o Tenant under thxs
paragraph, the transfer for no consideration by Land3.ord to another
gov~rnmental agency of Landlard or another governmental or
qeiasi-qovernmental agency in which Landlard participates shall not
be deemed a sale er tzansfer pursuant to this paragraph, provided
the new Landlord acknowl~dged this Lease and Tenant's rights
hereunder.
ARTICLE 29. LIBEI2AL CON3TRIICT~~N; SEVERABILITY
It is the intent o~ the gar~.ies that ~he pravisions af
thzs Lease be liberal~y construed to carry out its purpase. The
invalid~.ty or unenf~xceabzlity, in whole or in part, aF any
provision of thas Lease as deterinined by a court of comp~tent
jurisdictzan, shall. in no way af~ec~ the validity or enfarceability
o~ any other provision hereof.
ARTICLE 30. NO COHFL~CT OF INTEREST
Each party covenants that neither they nor any of' their
agents or emplayees wh~ presently exercise any function ar
responsibi~.ity in connection with this Lease have or sha21 have vr
acquire any financial interest which will constitute a con~Iict of
interest under applzcable state or federal Zaws, ord~nances, rules
and regulations, including the AlI Political Refarm Act af ~.974
{Govern~en~ Code Sections Si000 et seq. or as it may be amer~ded).
Na member, officer or emplnyee of either party ar the go~rerning
body o~ ~he lacality in wh~ci~ the pro~ect is situated, no member of
2ndlease.6Q8 ~~ ~~~J~~IJ
44 ~
~
the governing body of the locality in which Tenant was activated,
and no other public offic~al of such local~ty or localities wha
~xercises any functians ar respons~b~Z~ties with respect to the
pr~ject, during his tenure or ~or twa (z} years therea€tar, sha~l
have any interest, direct or indirect, in this Lease and the
proceeds thereof.
ARTICLE 31. II4TEREST ON PAST DIIE OHLIGA~~ONS
Except as e~ressly herein pravided, any amaunt due to
either party not paid when due after the expiratian of any
permitted period to cure hereunder sha~l bear interest at a maximum
rate then allowab~e by law from th~ date due ('"DePault Rate").
Payment of such interest shall not excuse or cure any default under
this Lease.
ARTTCLE 32. TIME IS OF THE ESBENCE
Excapt as otherwisE specifically provided in this Lease,
time xs of the essence ~n connection with each and every proviszon
contained h~rein.
ARTICLE 33. WAIVER
No waiver by either party of any provision hereof shal~.
be deemed a waiver of any other prov~sion hereof or of any
subsequent breach of the same ar any Qther provision. Either
party's consent to, or approval of, any act shall not be deemed ta
render unnecessary the obtaining of such party~s consent to oz
approval of any subsequant act. The acceptance af any pay±nent
hereunder sha~Z nat be a waiver vf any preceding breach of any
prQVis3on herEOf, other than the failure to take such payment
s~ ~1s~1~o
. ~
G
2ndleas~.608
45
itsel.f, regardless of such party~s knowledge of such preceding
breach at the time of acceptance of such payment.
ARTICLE 34. CIIMULATIVE REMEDIES
Nfl remedy or election af either party hereunder sha11 be
deemed exclusive but shail, wherever possLble, be cuznulative with
a21 other remedies at iaw or in equzty.
ARTICLE 35. Si7BTENANT SELECTION POLICY
The Tenant shail apply the subtenant selectzon pol.icy set
forth in the separate Regulatary Aqreement between the par~ies in
connection with the apartment units on the Premises.
ARTICLE 36. 6IIRRENDER
36.G1. Surrender. Tenan~ shali, on the Zast day o~ ~he
term or upon tErm~.nation o~ this ~ease, peaceabZy and quietly
surxende~ and yi~Id imm2diate possessian o~ the entire Premises,
inc~.uding the Improvements there~n. Tenant sha13. not remove from
the Premises any appurtenant fixtures, attached to or used in
cannection with the operation of t~e Improvements and necessary for
tae proper aperation thereof. Ail such fixtures, and al~ aperating
~aanuals, necessary for the operat~on of the Improvements sha21 be
surrendered and delivered ta Landlord upon expirati.on of the te~m
upon termination o~ the Lease.
36.02. Title to ~mprovements. The parties agrse that
upon expi~ation of the te ~~ or upon termina~ion of this Lease,
title to and ownership of all ~~prove~ents shall autam;atically vest
in Landlord without the execution of any further instrument and
wi.thout payment there~or. iTpon expiration of the ter~i or upon
terminat~on of this Lease~ Tenant shall at Landlord's request and
zndlease.6as ~3 ~1s91s~
46
r~ {
l
i .-
withaut payinent therefor, promptZy execut~, acknowl~dge and deliver
to Landlord a quitclaim desd in recordable form canveying and
transferring ta Landlard a11 right, ti~le and interest af Tenant in
and to the Improvements.
36.03. Remova~ of Personal Propertq. on ~he last day af
the term or upan termination of this Lease, Tenant sha~3, remave a11
of its persanal property not required to be surrendered. Any
property not removed by Tenant upon the last day of the term or
upon terminatian o~ this Lease shali be deemed abandoned and may be
' appropriated, sold, destrflyed or otherwi.se disposed of by Landlord
following natice to Tenant and ten {10) days to rEmove and to
account ta Tenant therefor. Tenant sha11 pay to Landlord aJ.~
r~asonable costs and expenses incurred in receiving, storing or
disposing of same and an restoring any damage to the Prem~.sas
caused by such persanal property or the remova3 thereaf ~ro~a t~e
Premises.
36.04. Ho3dover. I~ Tenant shouZd fail ta surrendsr
possession of the Premises a~ any part thereog at the expiration of
the term or upon ter.ninataon Qf the Lease, the continuance zn
possession af Tenant sha~Z constitute a"holding over" by Tenant
for which Tenant is and shall be liable to pay a~.i rent at fair
market va~ue (considering a~fordability restrictions) as determined
by the Landlozd. P,ny hold~.ng aver by Tenant after the expiration
or termination af this Lease shal.l not constitute a renewal or
extens~on af the term o~ this Lease.
2ndlease.608 9~ ~~s~7~,~Q
47
V i
ARTICLE 37. C03T3 OF L~T~GATION
If any lega~ act~on ~s necessary to enforce any provisian
hereof or far damages by reason af an alleged breach of any
provisian ~f th~s Lease, the prevailing party shall be enta.tled ta
receive from the losing party al~ costs and expenses and such
amount as the court may adjudge to be reasnnable attorneys' f~es
for the costs incurred by the prevailing party in such actian or
prcceeding. -
ARTICLE 38. COUNTERPARTS
This L~ase may be executed in several counterparts each
ot which is an original, and ail of which tagether constitute but
one and the same document.
ART~CLE 39. CAPTIONS FOR C~NVENIENCE
The captians herein are for convenience and reference
only and are not a part of ~his Lease and da not in any way ].imit,
define oz- amp~ify the terms and provis~.ons hereof.
ARTICLE +s (3 . GOV£RNING LAA
This Lease has be~n made and shall be construed and
interpreted in accarda.nce with the laws of the State of Ca~zfornia.
ARTICLE 41. ENTIRE AGREEMENT
This Lease xepresents the fu~l and complete understanding
of every kind or nature whatsoever between the parties hereto in
connection with the lease of the Pzemises and all preliminary
negotiat~ons and agreements of whatsoever and or nature are merged
herein. No verbal agzeement oz impZied covenant shall k~e held to
vary the provisions hereof.
2ndl~as~.6o8 s~ ~~s~iso
48 '
f ~
ARTICLE 4Z. CON3TRIICTIOH r~
The partzes aqree that each party and its counsel have
reviewed and revised this Lease and that any rule of construct~.on
tc the e~~ect that ambiguities are to be resalved against the
draftinq party shall not app3y in the interpretation of this Lease
or any amendments or exhibits thereto.
IN WITNSSS WHEREOF, the parties have caused this Leasa to be
executed the day and year first abave ~i~ten.
LANDLORD:
CITY OF SANTA MONICA,
a Muni.cipal Corporation,
By:
APPR~VED AS TD FORM
Sy:
JOSEPH LAWRENCE
Acting City Attorney
.
G`~'~^ f .
JOHN JALILI
City Manager
TENANT:
COMMUNITY CORPORATI~N OF SANTA
MONICA, a Nanpraf it Corporation,
~y: ~ ~---~
Jap.rr`~r~rG ' t
Executive Director
.~ ~4~ ~ ~ !q~ ~
2ndlease.648 93 1Is91s0
49
~ ,
Acknowledgment
State of California }
) ss
County of Los Ar~geJ.es )
On June ~,, 1993 bePare me ~~.1~- ~"~1'~;,{,(~ ,
Notary Pubiic, persanaZly appeared Jaa~u UN~-
personally known to me ~or pro~ed to me on the basis of
satisfactory evi.dence) tn be the person(s) whose name(s) is are
subscribed to the within instrument and acknawledged to me that
he/~~/they executed the same in his/he~/their authori.zed
capacity(ies), and that his/her/their signature(s) on the
instrument the person~s)~ ar the entity upon behal~ ~~ which t~he
person(s) acted, executed the instrument.
WITNESS my hand and officia3. seal
Signature:'~ ^ ~ ~~~vY (Seal)
Notary Public ~.n and ~i~~ or
sazd C~unty and State`
t~t~ ~
~ i civ2as
xara-' ~ - c~roR„~
~ ~~ COUNTV
~V Cc+r~r~ {~r~ ~,+OV 29 i saq~
s~ lls~zs~
2ndlease.608
SD
~
Acknowledgment
State o~ Calif~rnia )
) ss
County a~ Los Ange].es}
On June , ~993 before me
Notary Public, persanally appeared -'
pers~nally }cn4wn to ms (or proved to me on the basis of
satisfactozy evidence7 t~ be the pezson(s) whose name(s) is/are
subscribed to the w~thin instrument and acknowledqed to me that
he/she/they executed the same in his/her/their authorzzed
capacity(~.es), and ~hat his/her/their signature(s) on the
instrument the gerson(s), or the entity upon beha~.f of whzch the
persan(s} acted, executed ~he instrumen~.
WITNESS my hand and officia~ seal
S igna ture :. ( seal ) 93 11~91fi~
Notary Puhlzc in and for
sa~d County and S~ate
CALIFORNiA ALL-PURPQSE ACKNOWLEOGMENT Na ~;~
y~~~~~~-y~ ~~~~~~ti~~~~~~~~~~~~v~~~t~~~~~iti`~~~~~i~~ '~^G~~~~titi~..~~~~~~~~~~y~~~`Str.~~~~~«.~~ti~t 'a.."~~~~ _`,
y - - (, --~,~L-~`t~~r---L--~.~ - - - -- -- -- ~~ OP71t~NAL SE~TtON ~~ r
State 4f ~ - ~- ~
Gounty af '~.:.~'.U ~---~~.! ~~ ~ '.~.K~~` ~~ ~1s~~ CAPACITY CLA~ME~ ~Y Sl~~l~i~ ~
ougn s~te does ,at 'eQwre ~e Na•ary ~a ~
,~ ~ ~II ~n t:~e dala de~ow do~ng so may arove
~.-.. ~.. j'~ ._ ~'' ~ ~~~ /~ ~ ~~ ' r r++raiuaoie ta persons r on me aoaiment
~~ ~ ~ (~ `"f ~before me, _ ~.f4~~ . ~lk'~~G, I f ~' . f~J~f1.! I Ui~ . i ~ ;
~ DnYE ME T1TL.E OP OFF~CEr~ EG ~ANE~,~E +~oT~av ~ ENDIVkDi~AL ~
~,,~/J b ^ ~ /,~ [~CORPO~kATE OFriCER(5} ' ~
i~ f i C~ L ~~,'~ I+~i~ `"~ 1~
personaliY aPPeared '~{~• ~ '.1 , L~-C.t-1
~ ~ ~ '~ca"~e~~ oF s-cr,~~ ~ m~.Ets~ ~
~personally know~ ta me - OR -^ pro~~xi to me on the bas~s of sa~sfactflry evidence
to be t#~e person(s~ wi~ose narrse(s) islare
su~sc~~ed to tt~e w+th+n ~nswrr~errt and ac-
know~edged t~ me that helshefthe}r ezecuted
ihe same in hrs/h2r/tk~e~r authorized
capac~ty(~es), and tf~at by h~slherlthe~r
s~gnature(s) on the ~~strument the person(s},
or the ent~ty upan be~alf of wh~ch the
person(s} acted, executed the instr~ment.
~~...~ ~.~.-~ ~~ _.1_,~...~~.~.,,~
~ ~~=:~-' _~_ ~~,;.i r
< ~~~.r-- ~~~~~ ~ WITNESS my hand and oifiaal seai
~ _ ~ • ~ ~rOTAR1r Pl1BL~C • C~ORNIa i~3,/~` '~,rry~ '
s -~ ~'~/r ~~fx'S ~t'3 UJ[ss~T JI f,n~ ~~ ~ ,'~"~-t-.^ '-r 1 ~ (~ ~
! ~r .r~-~~n ~e=.. ~~f'i f1, iS."~ . ~~t~ L1.~J._.,
F~-..v~ '--..v..-.r__ - r-. ~.--.~ . ~_ SICsNANRE ~ F10TAAY `J
THIS CERi'1FICATE MUST BE ATACFkEO Tp
i i-fF ~C?CiJhA~N7 QESCR~$~A AT RtGNF
Thaugn ~na ~ata reauestea hera ~s rrot rsau~rea by ~aw
a cov~d creaanr trarlautern rearrarl~mant ot trus terrrr
OPTIONAL SECTION
~ ~ARTNEr~{S) ~ l.3MITED
p ~~,E~a~.
Q ATTDRN~Y-iN-rACT
^ r~t~s-rs_={sr
~ GuAR01rtWCQ1VSERVA~'QR
^ oTM~~
S1GI~~R 15 REPRES~t~31NG:
ru~~FSON(Si OF1 Ef+rTfl"rlrESf ,
ti ~ ~ ~-;y ~
/.~- ~-GCC.'.V
~ ~~r~; ~`i~c'~.~.~
~ ,
; ITLE CR "'PE OF OOCUME~iT
NI~M$ER CF PAG~S DATE OF DOCIlNEENT
SlGNER(5} OT1~iF~1 TFiAN HAMED AB~VE
~i 993 NATIqNAl NOFARY ASSOCIA~ION • 3236 Rammet Ave , P D 3ax ?18a Canoga P~nc, ~A 9+3CS 7184
. ~
~
- - •- - ~ ... ~ - . - ~. . - - :, ~ __ - , _ _ . ~
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E~iszT ~
LEGAL nESCR~PT~ON
A 1.easehold interest pursuant to the First Amended Ground
Lease Agreement between the City of Santa Mon~ca, a municipal
carporatian and Catamunity Corporation of Santa Mvnica, a nonpro~it
corporation, dated June 10 ~ I993, regardinq tt~e folZawing
described real property:
Lots T, ~N SLOCK I72, TOWN OF SANTA MONICA, IN THE CzTY OF SANTA
MONICA, C~UNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN B~OK 3 PAGE(S) 84 AND 81, AND IN BOOK 39 PAGE{S) 45 ET
SEQ., OF MISCELLANEDUS RECORDS, IN THE OFFTCE ~F THE COUNTY
RECORDER OF SA~D C~UNTY.
2ndlease.508 9~ ~~s(]~L*~
5 2 ~~ ~
SECDND AMENDED GR~UN~ LEASE AGREEMENT fCCS _59591.
THIS SECOND AMENDED GROUND LEASE AGREEMENT ("Second Amended
L~3se"), entered into this day of Navember, 1994, by and
between the CITY OF SANTA MONICA, a municipal corporation
(hereinafter ~iLal~dlord") and COMMUNITY CORPOAATION OF SANTA MONICA,
a California nonprofit corporation (hereinafter "T~nant") and
SEC~ND STREET CEi~TER PARTNERSHIP, a Ca3ifarnia lin~ited par~nership
by Coznmunity Corparation of Santa Monica, a California nonprafit
corporatian, i~s general partner (hereinafter "Assignee"), with
reference to the following:
RECITALS
WHEREAS, on June l0, 1993, Landlord and Tenant enter~d a.nto
that certain First Amended and Restated Ground Lease Agreement (CCS
5959) (~~First Amended Lease"} with regard to certain real property
commonly known as i423 Second Street, Santa Manica, Ca~.ifornia and
more particulariy described in the attached ~xhibit "A" which is
inc4rparated herein by this reference (hereinaFter the "Premises"};
and
WHEREAS, the First Aa-ended Leasa amended and restated the
entirety af that certazn Graund Lease Agreement regarding the
Premises entered into between the same parties on April 14, 1992;
and
2ndamlease.~30
DRAFT
1~/30/94 ~
WHEREAS, on June i8, 1993, the First Am~nded Lease was
recorded in the Office af the Las Angeles County Recorder as
Instrt~ment Number 93-1169150; and
WHEREAS, on Jun~ 10, 1993, the Landlord, Tenant and Assignee
entered inta that certain Assignment of First Amended and Restated
Ground Lease ("First Assignment") wherein the right, title and
interest of the Tenant in the First Amended Lease was assigned ~rom
Tenant ta Assignee; and
WHEREAS, an June 18, 1993, the First Assignment was recorded
in the Office of the Las Angeles County Recorder as Instrument
Number 93-1169151; and
WHEREAS, Landlord, Tenan~ and Assignee desire to terminate the
First Assignment and create a direct landlord-tenant relatiansh~p
between the City qf Santa Monica and Second Street Cen~.er
Partnership; and
WHEREAS, Land~.ord, Tenant and Assignee further desire to amend
certain terms and conditions of the First Amended Lease as set
~arth more particularly beiow.
NOW THEREFORE, it ~s mutually agreed by and between the
undersigned pa~ties as follaws:
r:~~ ~ ~7r; L • ~1: t :{. ~:~ J. ~ ~ a :il: r ~ .s •1~':::~~~.j ~ • r..~e: ~ • .:::~1~ ~.:a. {
~f) C'X:4!':'i ~ti"C: t.+?C" :~~~ -+~r. ! ,J=•F' i:^:~ ~ L:: ~^~:~ .Ja'!~.: }: _.=-j-I ..
1 +1 1'~•l' Si .
Section ~~`. Article 7.02 of the First Amended Lease is hereby
deleted in zts entirety.
2ndamlease.130
DRAFT
11/30/94 3
Section ~3. Article 12 of the First Amended Lease is deleted
in its ent~rety and the following ~anguage substituted:
"ArtiCle 12. PROHIBITION AGAFNST ENCUMSR~NCE OR
TRANSFER WITHOUT THE LANDLORD'S PRIOR WRITTEN CONSENT.
Suhject to Article 2~, beJ.ow, the Tenant shall not assign,
hypothecate, encumbsr ar transfer the Premises, or any
interest therein {ather than residential leases in the
ordinary course of business), directly or indirectly, by
operation of law or otherwise, without the prior written
consent o~ the Landlard, which cansent shall not be
unreasanably withheld. Any attempt to do so without said
consen~ shall be null and void, and any assignee or
transferee shall acquire no right or interest by r~ason
o~ such attempted hypathecation or transfer.~~
Section ~4. Article i3.01 0~' the First Alnended Lease i.s
daleted in its entirety and I~he f~Z~.awing language is substitut~d:
"13.01. Taxes. Tenant sha37. directly bear, pay and
discharge ali xeal property taxes, possessory interest
taxes, persanal property taxes and special assessments
zmposed, levied or assessed on the Premises or
Improvements thereon. Tenant may con~est the validity
on any tax provided it does not otherwise result in a
default under this lease."
Sectzon ~5. Artic~e 7.9 of the Fzrst Amended Lease is hereby
amended to de~ete the phrase "annual operatzon subsidy awards".
Section ~~. ArticlE 2~.D1(E) of the First Amended Lease zs
hereby added as follaws:
"E. Notwithstanding anything to the contrary
contained in this lease, the replacemant of the general
partner of Assignee with anather general partner
acceptable ta Landlord is not a prohihited assignm~nt
under this ~ease."
Section ~~. Article 25.01(E) of the First Aznended Lease is
deleted in its entirety and the following language substituted:
"E. Except as per~aitted in Sectians 12 and 22,
after compliance with the procedures set ~orth in Section
25.02, any purported assignment or attempted transfer of
Tenant's a.ntarest in the Premises withaut the prior
2ndam].ease.130
DRAFT
11J30/94 4
written consent of Landlord. Natwithstanding anything
to the contrary in this lease, the re~aval of Community
Corporation af Santa MO~1C3~ a California nonpraf~t
corporation, as general partner af Assignee and the
r~placement of a genera~ partner acceptable to LandZard
shall not be a prohibited transfer or prohibited
assignment under this Lease."
Section ~~. Article 25.02 of the First Amended Lease is
hereby amended to change the name of the Limited Partner from
"Mission Housing Investments, a Cali.~vrnia corpQration" to "MHIFED
95 L~MITED PARTNERSHIP, a DeZaware Limited Partnership" and ~Co
change the address for the Limited Partner frvm "].8101 Van Kar~an
Avenue, Suite 1700, Ir~in~, CaJ.ifoxnza 927}.5-3046" to "181E}1 Von
KazZaan Avenue, Suite 804, Irvine, California 92715-Z046, Attention:
Asset Manager."
Section ~~. The introductory paragraph o€ Article 26 of the
First Amended Lease is hereby del,eted in its entirety and the
follow3ng language is substituted:
"Upon or at any time after the ~ccurrence af an
Event df Default, and if permitted hereunder, foilowing
the fai~ure by any Leasehold Mortqagae or limited partner
to cure such Event of Default as provided in this Lease,
the fvlZowing remedies shall apply:"
Sectian 3-~~. Article 43 is hereby added as follows:
"ARTICLE 43. TERMINATION OF ASSIGNMENT. That
certain Assignment of First Amended and Restated Lease
executed on June 20, 1993 and recorded in the Off ice af
the Los Angeles County Recorder on June 18, 1993 as
Instrument Number 93-1159~61, wherein the right, title
and interest of the Tenant (Cammunity Corporatzon of
Santa Monica) in the First Amended Lease was assigned
from Tenant to Assignee (Second Street Center
Partnersha.p) is hereby terminated and all rights, duties
and abligations of Community Corporation of Santa Manica
are hereby terminated. This Second Amended Lease shall
2ndamlease.130
DRAFT
11f30/94 5
hereinafter create a direct landlord-tenant relationsh~p
between the City a~ Santa Monica as landlard and Secand
Street Center Partnership as tenant."
2ndamlease.130
DRAFT
11/30/94 6
IN WITNESS WHEREOF, the parties have caused this Sec~nd
Amended Lease t~ be execnted ~he day and year first abvve written.
CITY OF SANTA MONICA,
a Municipai Carporation
By:
JOHN JALILI
City Manager
APPROVED AS TO FORM:
~Y=
MARSHA JONES MOUTRIE
City Attarney
COMMUNITY CORPORATION OF
SANTA M~NICA, a California
Nonprofit Carporation
By:
JOAN LING
Execu~ive Directar
SECOND STREET CENTER PARTNERSHIP,
a California Limited Partnership
By: COMMUNITY CDRPORATION OF
SANTA MONICA, a Ca}.ifornia
Nonprofit Cozporation,
General Partner
By:
JOAN LING
Executive Director
2ndamlease.130
DRPiFT
11/30/94 7
EXHI~IT A: LegaZ
PR~PER~Y DESCRIPTION
LEG~L DESCRIPTION:
The fo~lowing descx~bes real property located in the City af Santa
Monica in the County of Los Ange~es:
LdT "T" IN BLOCK 172 OF C~TY OF SANTA MON~C~, IN THE CDUNTY OF L~S
ANGF.Lr.S, STATE OF CALiF~RNIA, AS FER MAP REC:3RDED IN BOQK 39 PAGES
45 ET S~.Q. ~F MISCELLANEDUS RECORDS, IN THE OFFICE OF COUNTY
RECORDER OF SATD C~LTITY.
(Far the purposes of complying with City Code Secticn 3097 only,
the s4~eet address ~f said property is 1423 Second Sfiyeet, Santa
Manlca, Califarna.a.}
Acknowledgiuent
State of Ca3.ifornia }
) ss
Caunty of LQS Angeles)
On , 1994 before me ,
Notary Public, personally appeared JOHN JALILI, persanally known
to me (or proved to me on the basis of satisfactory evi,dence) ta
be the person W~1DS2 name is subscribed to the within instrument and
acknQwZedged to me that he executed the same in his authorized
capacity, and that by his signatur~ on the instrument the person,
or the entity up~n behalf of which the persan acted, execut~d the
instrument.
WITNESS my hand and official seal
Signature• (Seal)
•Notary Public in and for
said County and Statie
2ndamlease.130
DRAFT
11/3a/94 8
_ . .
Acknowledgrnent
State of California )
j ss
Cour~ty of Los Angeles)
~n , J.994 before me ,
Notary Public, personally appeared J~AN LING personally known to
me (or proved to me on the basis af satisfactory evidence) to be
the person whose name is subscribed to the within instrument and
ac3~nowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instru~ent the person,
or the entity upon behalf of which the person acted, executed th~
instrumer~t .
WTTNESS my hand and officiaZ seal
Signature• tSeal)
.Notary Public in and far
said County and State
2ndamlease.130
DRAFT
1J./30/94 9