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HomeMy WebLinkAboutD-8. Suite 2B Lease AgmtAPPROVED UTILITY BOARD 5/27/2014 UB-27 UB-28 OFFICE LEASE AGREEMENT BETWEEN CITY OF AZUSA A MUNICIPAL CORPORATION & YWCA OF SAN GABRIEL VALLEY JUNE 1, 2014DRAFT UB-29 OFFICE LEASE THIS OFFICE LEASE (this "Lease") dated as of June 1, 2014 is entered into by and between CITY OF AZUSA ("Landlord"), and YWCA of San Gabriel Valley, a court empowered entity ("Tenant"). 1.PREMISES 1.1 Premises. Landlord leases to Tenant and Tenant leases from Landlord the premises outlined on the First Floor Plan attached hereto as Exhibit A (the "Premises"). The Premises are located on the first floor of a building (the "Building") commonly known as the Light and Water Administrative Facility on real property (the "Real Property") with an address of 729 North Azusa, Azusa, Suite 2B, California. The Premises contains approximately 2,375 rentable square feet. The Building, in total, contains 23,553 rentable square feet. For purposes of this Lease, "Tenant's Proportionate Share" shall be 10.0%. 1.2 Parking. Tenant, its employees, invitees, and guests shall have the nonexclusive right to use such unreserved parking areas of the Building (collectively, the "Parking Areas") at no cost or expense. Landlord may establish and enforce reasonable rules and regulations governing the use of the Parking Areas. 1.4 Common Areas. Tenant, its employees, invitees, and guests shall have the nonexclusive right to use, without cost or expense (except as may be provided in paragraph 3.2 hereof), those portions of the Building and the Real Property that have been designated by Landlord for the benefit of more than one tenant of the Building (the "Common Areas"), including, but not limited to, the 1 st Floor conference room (provided, however, that use of the conference room shall be on a scheduled basis using a first come methodology), interior corridors, stairways, elevators, escalators, balconies, main entry lobby, restrooms, drinking fountains, roofs, ramps, exterior walks, and landscaped areas. Landlord reserves the right to re-designate a Common Area for a non-common use or to designate as a Common Area a portion of the Building or the Real Property not previously designated as a Common Area. Landlord may establish and enforce reasonable rules and regulations governing the use of the Common Areas. No areas inside the Light & Water offices on the second floor or in the Watermaster offices on the first floor shall be considered common areas. 1.5 Condition of the Premises. (a) Landlord represents and warrants to Tenant that on the Commencement Date, the Premises, the Building, the Parking Areas and the Common Areas shall not violate any covenants or restrictions of record, or any applicable law, DRAFTUB-30 building code, regulation, or ordinance then in effect, including but not limited to the Ameri cans With Disabilities Act, environmental laws and zoning ordinances. (b) Landlord represents and warrants to Tenant that on the Commencement Date, the Premises, the Parking Areas, the Common Areas and any plumbing, fire sprinkling system, heat or smoke detection systems, life safety systems, lighting, heating, ventilation and air conditioning system, electrical system, roof, floors, foundations, bearing walls, doors, windows, exterior surfaces, and structural components shall be in good, clean, sound and safe operating condition, and that the flooring of the Premises will be free from moisture accumulation and mildew. All design, construction, material, and/or workmanship warranties to Landlord with respect to the Premises in effect on the Commencement Date shall be assigned to Tenant. (c) Landlord shall promptly rectify any violation of this paragraph 1.4 at Landlord's sole expense, and indemnify, defend, protect and hold harmless Tenant from and against any cause of action, claim, demand, debt, obligation, liability, loss, cost or expense (including attorneys' fees) arising out of or relating to any such violation. 2.TERM 2.1 Initial Term. The term of this Lease (the "Term") shall commence on June 1, 2014(the "Commencement Date"), and shall end after two years following the Commencement Date, unless terminated sooner or extended as provided in this Lease. 2.2 Extensions of Term. The Tenant shall have the option to extend the term of this Lease for the period of one year, provided the Tenant provides a written request at least 120 days prior to the expiration of the current Term, unless (a) Tenant notifies Landlord earlier of its election to terminate this Lease at the expiration of the current Term, (b) Tenant is currently in default in making a payment of Rent or Additional Rent within 10 days after Tenant received a notice from Landlord of Tenant's failure to pay such Rent or Additional Rent, or (c) Tenant has failed to pay Rent or Additional Rent three or more times during the prior year within 10 days after Tenant received a notice from Landlord of Tenant's failure to pay such Rent or Additional Rent. The rent specified in paragraph 3 shall be increased 5% during any extension period. 2.3 Holding Over. If Tenant holds over and continues in possession of the Premises after the expiration or other termination of the Term, Tenant's continued occupancy of the Premises shall be deemed merely a tenancy from month to month at a monthly rent equal to 150% of the Rent (as defined in paragraph 3.) during the last month of the Term, subject to all the terms and conditions contained in this Lease. 2.4 Landlord's Termination Right. Commencing after the 2nd year of the Term, Landlord shall have the right to terminate this Lease provided that: (a) Landlord provides Tenant with 12 months prior written notice; (b) Landlord shall use the Premises for its offices; and (c) Landlord is occupying all of the remaining rentable area in the Building. DRAFTUB-31 3. RENT Tenant shall pay rent ("Rent") monthly to Landlord in advance on the first day of each month (prorated for the partial month at the beginning of the Term), equal to $3,935.00 (Thirty Nine Hundred Thirty Five Dollars and No Cents). If Tenant fails to make any payment of Rent within 2 business days after Tenant receives a written notice from Landlord of Tenant's failure to pay Rent, Tenant shall pay to Landlord an additional sum of 5% of the overdue Rent as a late charge for each month or portion of a month that Rent remains unpaid. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur because of Tenant's late payment. 4.USE The Premises shall be used for (a) general office purposes, including office use to serve members of the public and to hold meetings of Tenant, and (b) any other lawful purposes reasonably approved by Landlord. 5.MAINTENANCE AND REPAIRS Landlord shall, at its sole cost and expense, promptly repair and maintain the structural portions of the Building and the Premises (including the foundation, the roof and exterior walls, doors, and windows, but excluding the interior surface thereof), the plumbing, fire sprinkling system, heat or smoke detection systems, life safety systems, lighting, heating, ventilation and air conditioning system, electrical system, the Parking Areas, landscaping, and all other Common Areas, in good sound and operating condition, and in compliance with all covenants or restrictions of record, and any applicable law, building code, regulation, or ordinance then in effect, including but not limited to the Americans With Disabilities Act, environmental laws and zoning ordinances; provided, however, to the extent such need to repair or maintain was caused by Tenant and is not covered by insurance required to be maintained by Landlord, Tenant shall reimburse Landlord for its actual, reasonable expenses. If Tenant determi nes, in its reasonable discretion, that Landlord violated its maintenance and repair obligations described in this paragraph, then Landlord shall, after written notice from Tenant, promptly rectify any such violation at Landlord's sole expense, and indemnify, defend, protect and hold harmless Tenant from and against any cause of action, claim, demand, debt, obligation, liability, loss, cost or expense (including attorneys' fees) arising out of or relating to any such violation. 6. ALTERATIONS Tenant shall not make any alterations, additions or improvements ("Alterations") in DRAFTUB-32 or to the Premises without obtaining Landlord's prior written consent to the Alterations, the contractors to perform the Alterations and the plans of the Alterations, which consent shall not be unreasonably withheld; provided, however, that Tenant may, without Landlord's prior written consent, make non-structural and non-building system alterations and improvements to the Premises. Before constructing any Alterations, Tenant shall give Landlord at least 15 days prior written notice of its commencement of such work. Any Alterations shall be made at Tenant's sole cost and expense, in a good and worker-like manner, free from all liens, and using materials and equipment at least equal in quality to that used in the Building. Tenant shall use reasonable efforts to construct the Alterations in such a manner as not to interfere with the occupancy of any other tenant in the Building, nor delay or impose any additional expense, burden or liability on Landlord in the maintenance or operation of the Building. The Alterations shall become a part of the Premises, and unless Landlord requires Tenant to remove an Alteration as a condition to its consent to the Alterati on, the Alterations shall be surrendered with the Premises upon the expiration or earlier termination of this Lease. 7.INSURANCE 7.1 Liability Insurance. Each party shall carry and maintain at its expense insurance against public liability, including injury and death, with a combi ned single limit of not less than $1,000,000 per occurrence and containi ng a cross-liability endorsement. Each party shall be named as an additional insured under the other party's policy. The insurance may be in the form of general coverage or floating policies covering these and other premises. 7.2 Property Insurance. Landlord shall carry and maintain at its expense insurance against loss of damage to the Building (including the Premises but not including Tenant's personal property therein) and providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood, special extended peril (all risk) and sprinkler leakage, with an endorsement for earthquake, in an amount equal to 100% of the replacement cost thereof (including without limitation cost of debris removal) from time to time. 7.3 Workers' Compensation Insurance. If Landlord or its employees perform work in the Premises, Landlord shall carry and maintain at its expense workers' compensati on insurance in compliance with all applicable laws. If Landlord or its employees do not perform work in the Premises, Landlord's contractors who perform work in the Premises shall carry and maintain at their expense workers' compensation insurance in compliance with all applicable laws. 7.4 Policy Provisions. The insurance policies required in paragraphs 7.1, 7.2, and 7.3 shall be issued by companies holding a "General Policyholder's Rating" of at least B+ as listed in the most current issue of "Best's Insurance Guide." The property and workers' compensation insurance policies shall each contain a waiver by the DRAFTUB-33 insurer of any right of subrogation. Each party shall, prior to the Commencement Date, provide the other party with copies of or certificates for all insurance policies required under this Lease. All insurance policies shall provide that they may not be altered or canceled until after 30 days written notice to the other party. Each party shall, at least 30 days prior to the expiration of any of such policies, furnish the other party with a renewal or binder therefor. Each party may carry insurance under a so-called "blanket" policy, provided that such policy provides that the amount of insurance required hereunder shall not be prejudiced by other losses covered thereby. 7.5 Self-Insurance. Landlord may elect not to carry the insurance required in paragraphs 7.1 and 7.2 above with third parties, and to self-insure against such risks to a limited extent by providing for a deductible or self-insured retention not greater than $1,000,000 ("Self-Insurance Limit") provided that (a) Landlord has in effect a program of self-insurance against such risks, (b) the failure to carry such insurance does not violate any law, statute, code, act, ordinance, order, judgment, decree, injunction, rule, regulation, permit, license, authorization or other requirement wh ich is issued by any government or governmental agency with jurisdiction over the Real Property, and (c) the coverage (i.e. risk of loss and amounts) pursuant to this Lease shall not be reduced or diminished by such self-insurance. Such self-insurance shall be deemed to include all other provisions set forth in this paragraph 7 which otherwise would have been applicable to Landlord's insurance if Landlord had obtained such coverage from a third party, including, but not limited to, waiver of subrogation under paragraph 7.6 below. Landlord shall provide Tenant with reasonable written evidence of satisfaction of the foregoing self-insurance provisions promptly upon Tenant's written request. Upon each extension of the Term, the Self-Insurance Limit shall be increased in proportion to the increase in the Index (as defined herein), if any, which has occurred in the twelve months preceding the commencement of such extended Term. "Index" means the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers for the Los Angeles-Anaheim-Riverside Statistical area on the basis of 1967=100; provided, however, if the format or components of the Index are materially changed after the Commencement Date, Landlord shall substitute an index which is published by the Bureau of Labor Statistics or similar agency and whi ch is most nearly equivalent to the Index in effect on the Commencement Date. 7.6 Waiver of Subrogation. Each party waives any rights of recovery against the other party for loss of or damage to such waiving party of its property or the property of others under its control, but only to the extent insured against under any property or workers' compensation insurance policy or policies carried by Landlord or Tenant, and provided the insurer waives its right of subrogati on. 7.INDEMNITY (a) Tenant shall indemnify and hold Landlord and Landlord's assigns, DRAFTUB-34 tenants, agents, employees, customers, invitees or contractors harmless from any claim, liability, loss, demand or cause of action, including, but not limited to, reasonable attorneys' fees for the defense thereof, arising from (i) the negligence or willful misconduct of Tenant, Tenant's assigns, tenants, agents, employees, customers, invitees or contractors in connection with the Building, or (ii) a Tenant Default (as defined in paragraph 11.1 hereof). (b) Landlord shall indemnify and hold Tenant and Tenant's assigns, tenants, agents, employees, customers, invitees or contractors harmless from any claim, liability, loss, demand or cause of action, including, but not limited to, reasonable attorneys’ fees for the defense thereof, arising from (i) the negligence or willful misconduct of Landlord, Landlord's assigns, tenants, agents, employees, customers, invitees or contractors in connection with the Building, or (ii) a Landlord Default (as defined in paragraph 11.2 hereof). 8.DAMAGE OR DESTRUCTION If all or any part of the Building is damaged or destroyed, then: (a) Tenant may terminate this Lease if: (i) the restoration of the Building and/or the Premises cannot be completed in accordance with existing laws within 90 days; (ii) in Tenant's reasonable discretion, Tenant determ i nes that the damage or destruction has caused the Premises to become unsuitable or uneconomic for Tenant's use, and (iii) Tenant notifies Landlord of the termination within 60 days after the date of such dam age or destruction, effective on the date of the damage or destruction. (b) If: (i) Tenant does not terminate this Lease, (ii) the damage or destruction results from a risk which would be covered by a policy of insurance required by this Lease, (iii) Tenant notifies Landlord of Tenant's election not to terminate this Lease, and (iv) restoration of the Building and/or the Premises can be completed in accordance with existing laws within 90 days, then Landlord shall promptly restore the Building and/or the Premises at its expense to substantially the same condition as existed immediately before the damage or destructi on. (c) Rent shall be abated during the period from the date of damage or destruction until the restoration is completed, based on the extent to which the damage or destruction causes the Premises to be unusable and/or inaccessi ble. 10.ASSIGNMENT AND SUBLETTING Tenant shall not assign this lease or sublet the leased premises without prior written consent of the Landlord. If the Landlord will not consent to a sublease, then the Tenant shall have the right to terminate this lease by giving a minimum of thirty (30) days written DRAFTUB-35 notice to the Lessor. 11.DEFAULT AND REMEDIES 11.1 Tenant's Default. (a) A "Tenant Default" shall occur if: (i) Tenant abandons the Premises; (ii) Tenant fails to make any payment of Rent or Additional Rent within 10 days after Tenant receives a notice from Landlord of Tenant's failure to pay such Rent or Additional Rent; or (iii) Tenant does not perform any obligation under this Lease, other than the payment of Rent or Additional Rent, within 30 days after Tenant receives a notice from Landlord of Tenant's failure to perform or, if the required performance is of such a character as to require more than 30 days to complete, Tenant does not use reasonable diligence in starting the required performance within the 30-day period and use reasonable diligence to complete the performance thereafter. The notice requirements in this paragraph 11.1(a) are not intended to extend the notice requirement of the California unlawful detainer statutes. (b) If a Tenant Default occurs, Landlord may pursue any remedies available to Landlord under law, and unless otherwise allocated by Tenant, Landlord may allocate any payment received from Tenant to any payment which may be due from Tenant. Tenant shall not be in default under this Lease unless and until a Tenant Default occurs. 11.2 Landlord's Default. (a) A "Landlord Default" shall occur if (i) Landlord does not perform any of its obligati ons in this Lease within the time period specified in this Lease, or (ii) if no time period is specified, Landlord does not perform any of its obligations in this Lease within 30 days after Tenant gives Landlord notice of its failure to perform, or if the required performance is of such a character as to require more than 30 days to complete, Landlord does not use reasonable diligence in starting the required performance within the 30-day period and use reasonable diligence to complete the performance thereafter. (b) If a Landlord Default occurs, Tenant may pursue any remedies available to Tenant under law, including, but not limited to, the right, but not the obligation, to cure a default under paragraph 1.4 or 5.2 or 7 and, if Landlord admits it committed a Landlord Default or if Tenant receives a judgment against Landlord with respect to a Landlord Default, Tenant may setoff such amount against future Rent and/or Additional Rent or submit to Landlord a statement of Tenant's costs in doing so. Landlord shall reimburse Tenant within 30 days after Landlord receives Tenant's statement of costs. Tenant may still, however, seek equitable relief from the appropriate court without notice to Landlord. DRAFTUB-36 12.CONDEMNATION (a) If the Premises, the Parking Areas, the Common Areas, or any material portion thereof are taken by eminent domain or condemnation or sold under the threat of eminent domain or condemnation (all of which are called "Condemnation"), Tenant may terminate this Lease if (i) in Tenant's reasonable discretion Tenant determines that the Condemnation has caused the Premises to become unsuitable or uneconomic for Tenant's use, and (ii) Tenant notifies Landlord of the termination within 30 days after Tenant receives written notice of the Condemnation, effective on the date specified in the notice. (b) If Tenant does not terminate this Lease, this Lease shall remain in full force and effect as to the portion of the Premises, the Parking Areas and Common Areas remaining, except that Rent shall be reduced in the same proportion as the area taken bears to the Premises, the Parking Areas and the Common Areas immediately before the Condemnation. (c) Any award or payment relating to a Condemnation shall be shared between Landlord and Tenant in accordance with each party's interest in this Lease; provided, however, that Tenant shall be entitled to any compensation separately awarded to Tenant for Tenant's personal property, trade fixtures, relocation expenses, loss of business or goodwill, excess of the fair market value of the Premises over the present value of the rent payable for the remainder of the Term (as fully extended), and any unamortized portion of expenses Tenant has incurred in improving the Premises, such amortization to be calculated on a straight line from the date of the expense to the end of the Term assuming a 6% per annum interest rate. (d) If this Lease is not term inated by reason of such Condemnation, Landlord shall repair any damage to the Premises, the Parking Areas and the Common Areas caused by such Condemnation, except to the extent that Tenant bas been reimbursed therefor by the condemning authority. 13.UTILITIES AND SERVICES 13.1 Utilities and Services. Landlord shall, at Landlord's sole cost and expense, provide water, sewer, gas, light, and power, to the Premises 24 hours a day, and provide heat and air conditioning to the Premises during the hours of 7:00 a.m. through 7:00 p.m. Mondays through Fridays, excluding holidays of Tenant. Landlord shall provide heat and air conditioning to the Premises during such other times as requested by Tenant and Tenant shall reimburse Landlord for its reasonable, actual costs, provided that Tenant shall not reimburse Landlord for such costs if Landlord would otherwise provide such services to the Premises at the times requested by Tenant Landlord shall also provide, at Landlord's sole cos and expense, trash disposal service to the Premises. DRAFTUB-37 13.2 Interruption of Services. If Tenant is prevented from using the Premises or any portion of the Premises for three consecutive days or five days in any 12 month period as a result of not having access to the Premises or as a result of any interruption of utilities or services to the Premises, Rent shall be abated proportionately. If Tenant is prevented from using the Premises or any portion of the Premises for a period exceeding 30 consecutive days as a result of not having access to the Premises or as a result of any interruption of utilities or services to the Premises, Tenant shall have the right to terminate this Lease upon giving notice to Landlord, effective on the date specified in the notice; provided, however, that Tenant shall not have the right to terminate this Lease because of an interruption of utility service caused solely by the utility company provider. If Tenant terminates this Lease pursuant to this paragraph 13.2, Landlord shall pay Tenant, within 30 days after receiving Tenant's notice thereof, Tenant's relocation expenses, loss of business or goodwill, excess of the fair market value of the Premises over the present value of the rent payable for the remainder of the Term (as fully extended), and any unamortized portion of expenses Tenant has incurred in improving the Premises, such amortization to be calculated on a straight line from the date of the expense to the end of the Term assuming a 6% per annum interest rate. 14.TAXES Landlord shall pay all real property taxes and assessments, if any, against the Real Property, the Building and the Premises. Tenant shall pay all personal property taxes due on Tenant's personal property located in the Premises. 15.ENVIRONMENTAL MATTERS 15.1 Landlord's Warranties and Representations. Landlord represents and warrants that, to the best of its knowledge, (a) there have been no leaks, spills, releases, discharges, emissions, installation, or disposal of hazardous or toxic wastes, materials or substances (as such substances are regulated or may be regulated by any applicable local, state or federal laws or regulations) ("Hazardous Substances"), occurring on or affecting the Real Property, the Building or the Premises, and (b) any soil, ground water, or improvements, on, in, under or about the Real Property are free of any Hazardous Substances. As used in this Lease, the term "Hazardous Substances" does not include small quantities of household or office supply m aterials kept in commercial containers and used in the ordinary course of business. 15.2 Mutual Indemnification. (a) Except to the extent that any Hazardous Substances are brought onto the Real Property, Building, or Premises as a result of Tenant's conduct, Landlord shall indemnify, defend (with counsel selected by Tenant) and hold Tenant harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (includi ng, for DRAFTUB-38 example, sums paid in settlement of claims) and/or losses, including, for example, attorneys' fees, consultants' fees, and experts' fees, which arise from or in connection with the presence or suspected presence of Hazardous Substances on, in, under or about the Real Property, Building or Premises ("Claims"). (b) Tenant shall indemnify, defend (with counsel selected by Landlord) and hold Landlord harmless from any and all Claims arising from the presence of Hazardous Substances on, in, under or about the Real Property, Building or Premises to the extent caused by Tenant's conduct (c) Without limiting the generality of the foregoi ng, this indemnification obligation of the parties shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal, or restoration work required by any federal , state or local government agency or political subdivision, or by any third party resulting from the presence or the suspected presence of Hazardous Substances in, on, under or about the Real Property, Building, or Premises. The parties' obligations described in this paragraph 15 shall continue and not be terminated by the expiration or other termination of this Lease. 15.3 Presence of Hazardous Substances. (a) Landlord shall immediately notify Tenant of the presence of or the release of a Hazardous Substance on, in, under or about the Real Property, Building, or Premises. (b) If Landlord enters the Premises in connection with the presence or remediation of Hazardous Substances, whether or not Landlord has provided Tenant with prior written notice of such entry and regardless of any other provision of this Lease, Landlord must immediately notify Tenant of the entry and the purpose of and actions taken by Landlord in connection with the entry. (c) If Hazardous Substances are present on, in, under or about the Real Property, the Building, or the Premises not solely as a result of Tenant's conduct, and the presence of Hazardous Substances adversely affects the operation of Tenant's business on the Premises, then Tenant shall have the same rights as if the Premises were totally damaged or destroyed as provided in paragraph 9. 16.ESTOPPEL CERTIFICATE Each party shall within 10 days after written notice from the other party execute, acknowledge, and deliver to the requesting party a written statement certifying: (a) the Commencement Date; (b) that this Lease is in full force and effect, and unmodified except as described in the statement; (c) the Rent then payable under this Lease; (d) the date to which Rent and, if applicable, Additional Rent, has been paid; (e) if applicable, Tenant's Proportionate Share of Expenses for the prior year and for the DRAFTUB-39 Base Year, and (f) that the requesting party is not in default under this Lease except as described in the statement. Landlord and Tenant intend that any statement delivered pursuant to this paragraph 16 may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Real Property or any interest therein or by an assignee, sublessee or encumbrancer of all or any portion of Tenant's leasehold estate. 17.NOTICES Any notice, request, information or other document given in accordance with this Lease must be in writing and must be delivered in person or sent by prepaid messenger, delivery service, certified United States mail, or facsimile. Any writing delivered in person shall be deemed given on the day the writing is received by the intended recipient. Any notice sent by messenger or delivery service shall be deemed given on the contracted delivery date. Any notice sent by certified United States mail shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, on the date of the postmark on the receipt card. Any notice sent by facsimile shall be deemed given upon telephone confirmation of receipt of the transmission of the facsimile, provided a copy is also subsequently delivered by messenger, delivery service or United States mail. All writings shall be given at the addresses indicated below: Tenant: YWCA of San Gabriel Valley 943 North Grand Avenue Covina, California 91724 Attention: Chief Executive Officer Landlord: Azusa Light & Water 729 North Azusa Avenue P.O. Box 9500 Azusa, California 91702 Facsimile: (626) 334-3163 Attention: Steven Yang Either party may change its address by giving written notice to the other party as described in this paragraph 17. 18.WAIVER If either party waives a particular provision of this Lease, that waiver shall not be interpreted as a waiver of that same provision at a later time, or of any other provision of this Lease. No payment by Tenant, including a partial payment of Rent or Additional Rent, shall be deemed to waive any term, covenant, or condition of this Lease or any Landlord Default, regardless of Tenant's knowledge thereof at the time of payment. DRAFTUB-40 Unless otherwise stated by Landlord in writing, Landlord's acceptance of a partial payment of Rent or Additional Rent shall not be deemed an accord or satisfaction or waiver of the remaining Rent or Additional Rent. 19.RECORDING Either Landlord or Tenant shall, within 10 days from the request of the other party, execute, acknowledge, and deliver to the requesting party a short form memorandum of this Lease for recording purposes. The requesting party shall be responsible for payment of any fees or taxes applicable thereto. 20.CUMULATIVE REMEDIES No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 21.COVENANTS AND CONDITIONS All provisions of this Lease to be observed or performed by either party are both covenants and conditions. 22.BINDING EFFECT; CHOICE OF LAW This Lease shall be binding upon the parties, their personal representatives, successors, and assigns, and shall be governed by the laws of the State of California. 23.SUBORDINATION Landlord represents and warrants to Tenant that as of the Commencement Date the Real Property, the Building and the Premises shall be free from encumbrance by any mortgage or deed of trust. Tenant shall subordinate this Lease to the lien of any first deed of trust or first mortgage subsequently placed upon the Real Property, and to any advances, renewals, modifications, consolidations, replacements, and extensions thereof, provided that the beneficiary under the deed of trust or mortgagee executes and delivers to Tenant a recordable subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Tenant. 24.ATTORN EYS' FEES In any action or proceeding by either party to enforce this Lease or any provisions of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and all other costs incurred. DRAFTUB-41 25.ACCESS 25.1 Landlord's Access. Landlord and Landlord's agents shall have the right to enter the Premises to inspect the Premises, post notices of non-responsibility, perform janitorial and cleaning services and to make such repairs, alterations, improvements or additions to the Premises or the Building pursuant to this Lease, without constituting an eviction of Tenant in whole or in part, or causing an abatement of Rent (except if expressly provided otherwise in this Lease); provided, however, that Landlord shall not disfigure or affect the Premises and Landlord shall use its best efforts not to disrupt Tenant's operations in the Premises. Landlord shall provide Tenant with 24 hour prior written notice before entering the Premises unless there is an emergency. Landlord shall indemnify and hold Tenant and its respective agents and employees harmless from any and all liability of every kind an·d escri ption, including reasonable attorneys' fees, which may arise out of or be connected in any way with Landlord's or Landlord's agent's entry into the Premises. 25.2 Tenant's Access. Except as otherwise may be provided herein, Tenant shall have access to the Premises 24 hours a day, 365 days a year. 26.SIGNS Landlord shall, at Landlord's sole cost and expense, place Tenant's name on the directory board of the Building and adjacent to the entry door of the Premises. If requested by Tenant, Landlord shall, at Landlord's sole cost and expense, install a tenant identification sign provided by Tenant and reasonably approved by Landlord on the exterior of the Building. 27.CONSENTS Except as otherwise provided herein, wherever in this Lease the consent of a party is required to an act by or for the other party, such consent shall not be unreasonably withheld or delayed. 28.QUIET ENJOYMENT Landlord covenants, represents and warrants that if Tenant complies with all of the material provisions of this Lease applicable to Tenant. Tenant shall have quiet possession and enjoyment of the Premises in accordance with this Lease. 29.SURRENDER OF THE PREMISES Upon the expiration or earlier termi nation of this Lease, Tenant shall, at its sole DRAFTUB-42 cost and expense, surrender to Landlord the Premises (and all Alterations not designated by Landlord to be removed) broom clean and in good condition, ordinary wear and tear and casualty loss excepted. Tenant shall remove all of its property from the Premises. If Tenant does not remove such property by the expiration of this Lease or within 2 days after the earlier termination of this Lease, Landlord may remove and store such property in accordance with applicable law and Tenant shall pay the actual, reasonable expense of such removal and storage to Landlord upon demand. Tenant's obligation to observe or perform this covenant shall survive the expiration or earlier termination of this Lease. 30.AUTHORITY Each party represents and warrants to the other party that it has full authority to enter into this Lease. Each individual executing this Lease on behalf of Landlord represents and warrants to Tenant that he or she is duly authorized to execute and deliver this Lease on Landlord's behalf. Each individual executing this Lease on behalf of Tenant represents and warrants to Landlord that he or she is duly authorized to execute and deliver this Lease on Tenant's behalf. Each party shall, within 30 days after requested by the other party, deliver to the requesting party evidence reasonably satisfactory to the requesting party of such authority. 31.JOINT AND SEVERAL LIABILITY If either party consists of more than one person or entity, then that party's obligations under this Lease shall be joint and several. 32.SEVERABILITY The invalidity of any provision of this Lease, as determi ned by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 33.TIME OF ESSENCE Time is of the essence with respect to the performance of all obligations to be performed or observed by Landlord and Tenant under this Lease. 34.HEADINGS The headings or titles to paragraphs shall have no effect on interpretation of provisions. 35.ENTIRE AGREEMENTDRAFT UB-43 This Lease, together with each attached exhibit, which are incorporated herein by this reference, shall constitute the entire agreement of the parties, and may be modified only by a writing signed by the parties. Tenant Landlord YWCA of San Gabriel Valley City of Azusa a Municipal Corporation By: _______________________ By: ___________________________ Miki Carpenter James Makshanoff Chief Executive Officer City Manager APPROVED AS TO FORM By: __________________________ City Attorney DRAFTUB-44