1980-0416_ORANGE, COUNTY OF_H3 Agenda Report AGENDA ITEM April 16 , 1980
TO: Honorable Mayor and City Council
FROM: James S. Mocalis, City Manager
SUBJECT: Lease For Library Construction.- County of Orange
SITUATION:
Council had previously reviewed and informally approved the
major conditions contained in a draft lease agreement for
the proposed County library. Since that time, City and County
staffs have met and conferred several times refining the
original draft, and the lease attached hereto is essentially
a final draft. Very minor modifications may be made to this
final draft, but no change of substance will be made. An
example is Paragraph 43. CONDITION OF TITLE, which may have
wording added when the final title report is received.
Time is of the essence with this lease agreement. County
staff. has indicated that it is imperative to have this lease
approved as soon as possible, because the funding may be in
jeopardy if the lease is not presented to the Board of Super-
visors in time to be approved prior to July 1, 1980 . In
expediting this matter, Council should, after reviewing the
proposed lease agreement, authorize the City Manager and
City Clerk to execute the final lease when it is received
from the County. It is anticipated that the lease will, be
received by the City on Friday, April 18.
FINANCIAL, CONSIDERATIONS:
The major financial consideration in the lease provides that
the County shall contribute the total sum of $800 , 000. 00 for
the construction of the library, and the City shall pay for
the design, plans, and specifications.
ALTERNATE ACTIONS:
1. Authorize the City Manager and City Clerk to execute
the final lease agreement.
2 . Take no action until. Council reviews the final lease.
FOR CITY 9. N ,,,AGS DA
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Agenda Item - Library Lease -2- April 16 , 1980
RECOMMENDATION:
By motion, authorize the City Manager and City Clerk to
execute the final lease agreement.
Respectfully submitted,
James S. Mocalis
-JSM; ch
."' Attachment
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r GA 614-5 �
San Juan Capistrano Library �
! LEASE
9
10 �E THIS K A LEASE , made this day of _._ 1980, ty and between the CITY OF SAN
JUAN CAP I S E RANO, hereinafter referred to as "CITY", and the COUNTY OF ORANGE, herein- �
f af�tc-r referred to as "COUNTY" without regard to number and gender. � I
12 F
1. 001M PRLMISES J2.1 5)
1411 CITY i leC:ses o COUNTY 4hat certain property hereinafter referred to an `j#.6 e mi.de1S
iH Premises", descrCbej in "Exhibit A " and shown on "Exhibit Bu, which exhibits are
15 0 attached hereto and by reference, made a part hereof.
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16 j? t. USE (N)
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j The Demised Pemi see shall be used or public: library and related purposes, except as
18 otherwise first approved in writing by CITY.19 �
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li 4. CONDITION OF TITLE (N)
20 1�
CITY
covenants COUNTY'S
r r
TY enants the COUN I Y"S leasehold d estate in he Demised Premises is free and clear
ii o3' all liens, encumbrances, assessments, casements, lease: (recorded or unrecorded, and
21 , €
( taxes, except.
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24 {[
The term o" this Lease shall be for period- c < years, co �r� r�ci�r on thedatrar, E
25 �, iich constrLc:tion of the publics library upon the Demised Premises is �;c;,�menced. Should !Ga.a
the cc�rgancement date occur can a day other than the first day of a calendar month , the
2 lease term shall continue for a period of is years from- the first day of the next full 1
calendar month following, the cdwnencement date. T f CITY fails to commence construction
27 of the public l i,nary. within three years i°ram the date of execution of this Lease by
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4.070
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COUNTY , COUNTY shall have the option to terminate this lease by giving CITY written
notice.
' g. CONSIDERATION (Pl)
COUNTY'S use of the Denrisea Premises shall be rent-free in consideration of the library
41 services to be performed by COUNTY.
if
31� 6. DE-SIGN AND REVIEW (N)
6 CITY , at no cost or expense to COUNTY , shell cause to be designed a library facility
which shall include a library building containing approximately 1€1,000 square feet, a �
7 60-space parking lot, and appropriate 'landscaping.
f
81 The designs , plans and specifications for the library{ facility shall be subject to sf
' approval of an Ar"c:hl-tectural Review Committee, herAeinafter referred to as Coiihrnittee , �
9 which shall be comprised of six persons, appointed by the San Juan Capistrano City Cour
j cit , one of whom shall be COUNTY'S Manager of GSA/Library Services Division, or Mara- I
TQ ;� ger's dies i gree.
C,OU`iT'� he��eby acknowledges that CIT7 and the citizens of San Juan Capistrane are
wxtrei,rety concerned tbat the extortor desi�jri and exter'inc finishes of the library faci� !
�l2 "lity be compatible whir the nearby San Juan Capistrano Mission. and COUNTY hereby afire, sj.
j :drat final approval of the exterior design and exterior finishes of i:he library i"ac F i i tyl
shall rest with CITY 'S representatives serving an the Committee.
that s '.Jl'i � ����c i?ecd�use �.,i,'o.iNlY shall �-iC'reii1 assume' �&c,)�e U�3li�..�3�°!�3?"i �s,rJ
qq @p kl!TY hereby
H staff, operate and waintain the library, COUNT`! is extrernely concerned that the iri'teHo;,
11
IY; i` 1 ayc�t!t ct'tmid i rite=..r-i or f i ni snes be f:inrt i acral acrd practical . Therefore, i,IT`f hereby agrees"
th4t final approval of brie interior" layout and interior finishes of the library
faci`Iit,
16shall rest with COUNTY'S representative serving on the Committee.
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Approval of the designs, plans and specifications shall be obtained from the CQ.-�mrittee
in accordance with the following procedure a
A� Within 120 days after tine date of execution of the Agreement by (rDUNTY , CITY
i shall Submit to the Committee "schematic plans" fo'r the 'library fay it its. Ttre
j Committee shall , within '11/0 days after receipt thereof, com!`iidn Kate to CITY its
II wr"itter approval or, disapproval of said schematic plans. Disapproval shall be �
I accompanied with explanations and justifications for sw!ch tfisap[:,,oval .
21.
B. Should the Committee cofmP,,unicate disapproval of the schematic plans to CITY,
22 �� CITY shall , within CO days, complete all necessary corrections and adjustments to
said schematic plans and resubmit said schematic plans to the Committee for final
3 approval , such approval riot to be unreasonably withheld. j
24 i C. Within 90 days after the date of the Committee's approval of thrL
srrllearatic plans!,
CITY shall submit to the Committee "preliminary plans" for the l ibrary facility. i
25 11 l..he Committee shall , within 30 days after receipt thereof, commiunicate to CITY its i
written approval or, disapproval of said pre1 -imi nary plans in the mi inner set forth i i
2A above.
2'x '3 D. Should the Committee communicate disapproval of the preliminaryplans to CITY,
CITY shall , iithin 60 days, �o ,,,plete all necessary corrections and ad,�ust.rrQrrts to
said preliminary plans and resubmit said preliminary plans to the Committee for
fipa! approval , such approval not to be unreasonably withiel d,
2
E. vJthin 120 days after the date of the Committ&'S approval of the preliminary
i plans , CITY shall submit to the Committee a completed set of designs , plans, and
3 �
i specifications for the library facility. The Committee shall , within 30 days after
4 jl receipt thereof, communicate to CITY its written approval or disapproval of said i
designs , plans, and specifications in the manner set forth in 6A above.
511
F. CITY shall , within 60 days, complete all necessary corrections and adjustments 1
to said designs, plans, and specifications, and resubmit said designs, plans, and
specifications to the Committee for final approval , such approval not to be unrea-
7 sorlably withheld.
7. CONSTRUCTION OF LIBRARY (N)
9
COUNTY shall cause to be constructed upon the Demised Premises a library facility in
accordance with the designs , Plans , and specifications prepared by CITY pursuant to
11 Clause 6 (DESIGN AND REVIE) above. For such construction, COUNTY shall contribute the
11 1, total sum of $800,000, which shall be deposited by COUNTY into a construction escrow i
within 30 days after the Committee has granted firal approval of said designs , plans ,
arld seer-ifications. Should the estimated cost of construction exceed $800,000, CITY
shall deposit the balance of the estimated construction cost into the same construction
13 escrow concurrently with COUNTY'S deposit. The money contributed by COUNTY and CITY
1 shall then be made available to CITY on an incremental basis as provided in escrow
101 instructions identical to those attached hereto as Exhibit C and by reference made a
i part hereof.
15 :
S. REPAIR, MAINTENANCE AND JANITORIAL SERVICES (All.2 Q
17 COUNTY shall provide, at its own cost and expense, all repair, maintenance, and janitor-I
ial services to the library building.
18
191 9. OPERATION AND MAINTENANCE OF PARKING FACILITIES AND LANDSCAPED AREA (N)
20 i CITY shall operate and maintain all parking areas, roads, walks, and landscaped areas
within the Demised Premises.
21
22 10. UTILITIES (M)
.31 Utilities fnr the library building shall be Petered ;eparately from the landscaping and
1 larkins orea utilities. COUNTY shall then pdy all charges to utilities supplied tv thpi
24 Mrs, buildinq CITY shall pay all charges for utilities supplied to the remainder
of the DeMsed Premises,
25
20 11 . OPERATION OF THE LIBRARY
27 COUNTY shall provide an uperating staff consistent in quality and quantity with other
Orange County public library branch facilities of comparable size and activity.
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1 i COUNTY shall maintain the staff, hours of operation, and collection of library materials
consistent with other Orange COUnty public; library branch facilities of comparable
2i size and activity, throughout the term of -this Lease. �
3 in the event that reductions of staff and materials are ordered by appropriate authority)
for the Orange County public library system, such reductions will be allowed in this f
4 ; branch consistent with comparable reductions throughout the system.
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11 124 OWNERSHIP OF IMPROVEMENTS AT EXPIRATION OF LEASE (N)
Upon expiration of the term of this lease, all real property improvements on the De�rised
7 � Premises shall , without compensation to COUNT`, become the property of CIT' . . j
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13. OBLIGATION TO PURCHASE (N)
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Should CITY at any time withdrawn from the Orange County iibrar system, CITY shall
IG �! i;:m,ediataiy purcinase all of "COUNTY'S rights, tl'tle and interest in the Deiaised Pretmises ,i
nc i uf1 i ng the l ibrar/ building, marking faci i it i es, landscaped area, and curer impr-ove-
1 invents, according to the terms and conditions set forth below.
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12 A. CITY Shatz give written notice of its 'intention to exercise its option to
purchase at least six months in advance of its exercise of said option.
B. The purchase price for the purposes of this option stroll be fixed as of the
1.4 i, date that the above-mentioned notice is given to COUNTY, and Shall be determigred �
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according to the following formula.
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P = A + (AxrB) - [(Ax2%) xC11 E
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There: P Purchase price of the caption
7 A "$80Gs,000 i
! 6 - Percentage change in the Consumer Price Index between commencement
1 date of this Lease and the date on which CITY gives notice to j
COUNTY of its in""errt ton. to exercise the cal=tionto rurchase
9 C = Plumber of year's since he co imencement date of this Lease. I
20 � C. Wi th i r~ six tmonths after CITY has given COUNTY notice of its intention to ex�:rr--
ci.�e the option as provided,ded � ._bovw CIT. shall pay to COUNTY the purchase price as
21. ii herein provided in cash. Upon payi,fent of said purchases price, COUNTY shall deliver,
to CITY a properiy executed quitclaim Gleed conveying all of COUNTY'S right, title,422
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and i nterest 'i n the Demi sed Premi ses to. CITY.
23 ii D. All personal property items bel orrgi ng to COUNTY, including but not limited 110
books , shelving, furniture, and office equipment , shall remain the sole property of
24, COJ1dTY should >ITY exerci �, its optic�ra to purchase the Iibr•ary. faeiIity. j
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I 14. INDEMNIFICATION fN) �
2
ii COUeIT'Y shall indemnify and save harmless CITY, its officers, agents,, and employees ,
27from and against any and all claims, d(,,mands, lasses, or liabilities of any kind or
,� nature which CITY, its officers, agents, and employees may sustain or incur or whicia
2 :! COS/-ca - - - -
80-3-4
I may be imposed upon them or any of them for injury to or death of persons, or damage
to property as a result of, or arising out of, the sole negligence of COUNTY, is offi-
2 cers , agents, employees, subtenants, invitees, or licensees, in connection with the
occupancy and use of the Demised Premises by COUNTY.
3 Likewise, CITY shall indemnify and save harmless COUNTY, its officers, agents, and 1
4 employees from and against any and all claims, demands, losses, or liabilities of any I
kind or nature which COUNTY, its officers, agents, and employees may sustain or incur orl
5 which may be imposed upon them or any of them for injury to or death of persons, or daW
age to property as a result of, or arising out of, the sole negligence of CITY, its
6 officers, agents, employees, or licensees, in connection with the ownership , main
II nance, or use of the Demised Promises.
7
A. Fire and Extended Coveray. COUNTY shall , at no cost or expense to CITY, keep
i r,s LF�e',T_5T_5_,,p ro v ear nt s constructed by COUNTY upon the Demised Premises against
IN loss or damages by fire and risks customarily covered by extended coverage endorse-
ment., and vandalism and malicious mischief, in amounts not less than 90% of the
11 1 actual replacement cost of said improvements , exclusive of the cost of excavations ,
foundations, and footings.
12
B. General Liability. CITY and COUNTY shall each maintain in force throughout
t.he treran of this lease comprehensive liability insurance against claims for personal !
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injury or death and property damage occurring upon, in, or about the DemisePre
d m-
1411
ises or on, in, or about the adjoining sidewalks and passageways, such insurance to li
afford protection to the limits of not less than Five Hundred Thousand Dollars
15 ii ($500 ,000) for any one injury, One Million Dollars ($1 ,000,000) for any, one occur-
rmpce, and One Hundred Fifty Thousand Dollars ($150,000) for property damage,
C. Policies and Certificates of InsqraNce. All insurance provided for in this
_001 be VARAT: nder valid end enforcoable policies , isgued by insurers
17 'H' sect i c�Fi
of recognized responsibility, qualified to do business in California. Upon the
execuAon of this lease by COUNTY and thereafter not less then 30 days prior to the
expiration dates of the expiring policies theretofore furnished pursuant to this
19 section, CITY and COUNTY shall deliver to the other party certificates evidencing
such insurance which each party is required to carry as provided by Sections A and
201 B hereinabove. Said certificates shall provide, inter alio, the following:
211 (1 ) COUNTY'S policies shall include CITY, its officers, agents, employees, i
council members, and servants as additional insureds; and
22
(2) CITY'S policies shall include COUNTY, its officers, agents, and employees
23 as' addWonal insureds; and
241 (3) Such policies shall not he cancelled or materially changed without at least!
30 days ' prior written notice to the additional insured; and
(A) All insurance policies shall insure performance by the policyholder. of the
20 ,1'! indemnity provisions of Clause 14; and
27 I (5" Each policy shall contain cross-liability endorsement; and
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(6) All insurance policies pursuant: to this section shall be written as
primary policies and shall not contribute to or be in excess of any coverage
2 [ which CITY or COUNTY may carry; and
i1 (7) Any loss shall be payable to the additional insured notwithstanding any act
or negligence of the policyholder which might otherwise result in forfeiture of
4 said insurance; and
5 ! (B) COUNTY may self-insure the coverages required by this clause.
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J 16. SURRENDER OF LEASE PREMISES (N)
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k COUNTY shall surrender to CITY the possession of the Demised Premises at the expiration !
8 or earlier termination of Wis lease. �
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All notices pursuant to this Lease shall be addressed as set forth below or as either
l Eiparty may hereafter designate by writtep notice and shall be sent through the United
6 .,
12j€ �tc,t;es Pail . �
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TO: +STY TO: COUNTY
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i; City of San Juan Capistrano County of Orange
{ 32400 Pasco? Adel arto GSA/Real Estate Division
San Juan Capistrano, CA 92675 P. 0. Box 4106
Santa ,Ana, California 92702 i
,! and
Ti County of Orange
i
I GSA/Library Services Division
1.7 431 The City Drive
I Orange, California 92668
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19 18. ATTACHMENTS (A19. 1 S) i
2C, This Lease includes the following, which are attached hereto and rade a dart hereof:
21 ;I Im GENERAL CONDITIONS I
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22Iri II» EXHIBIT'S
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23 � A. Description
V Plot Plan
24 � C. Escrow Instructions
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28 GDS/ca
4.070 -6- €
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IN WITNESS WHEREOF} the parties hereto have executed this agreement the day and year, '
first move written.
APPROVED AS TO FORM;
City Attorney
�I BY
�I JAMES S. OKAZAKI
II
� SCITY
APPROVEAS T(1 FORM: CITY OF SAN JUAN CAPIS`I'RANO
7 Cournty Counsel
By
JAMES S. MOCALTS,.
II City Manager I
APPROVED AS TO AUDIT AND ACCOUNTING- ATTEST:
1.0 EI Audit-or-Controller €f
iT
12 fi MARY ANN HANOVER
RECOM.1,1 MOOD FOR APPQOV AL: City Clerk
11 General Services Agency
1.
Library Services Division E
B
16
I7 Facilities & Real Property
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f3 Architect EnQireer Division I
1914 By
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'.1 Real Estate Division E
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B
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Real Property Agent
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3 I y-
Marlacer
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GO�ST'(
9 ATTEST,
j COUNTYOF ORANGE
By
�,� ./ Cha�rmr�ri���iar�f �f S�p�rvi sacs-
o II Clerk of the Board of Supervisors
of Crange County, California
28 II CCS, ca
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I . GENERA_. CONDITIONS 0120 N
a
211 1. LEASE ORGANIZATION (A20.1 S)
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3 he various headings in this Lease, the numbers thereof, and the organization of the )f
Lease into separate sections and paragraphs are for purposes of convenience only and I
411
shall not be considered otherwise.
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51 2. INSPECTION (A20.2 S)
jj CIT. car its authorized representative Qall have the right at all reasonable tunes to
it inspect the Demised Premises to determine if the provisions of this Lease are being corp-
71 Flied with.
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811 3. SUCCESSORS IN INTEREST (A20.3 S) 1
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9Unless otherwise provided in this Lease, the terms, covenants, and conditions contained ;
herein shall apply to and bind the heirs, successors, executors, administrators, and
JQ, assigns of all the parties hereto, all of whom shall be jointly and severally liable
I hereunder.
[J 4. COST OF SUSTAINING AN ACTIUM FOR BREACH OP DEEAUL f (A20.4 5) �
sr
k'uE'K 2ither CITY cne COUNTY c4itil;;ences legal act!s against the other S:iaimin:a a I
I
13 {I1 loreiact ce default of to is Lase, the prevailing party in such litigation shall be }enti-
'�l�::.. C? r cr;Ve7` from the other costs of sustaining such action, including t"E'.x�.sC)�'i;°. I
14 i <�tto grey fees, as may be fixed by the Court.
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Lei< 5. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (A20.5 S)
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1.6 if either party hereto shall be delayed or prevented from the perfor,oe of any =-pct; re-i
1I oti red hereunder <y reason of acts of God,
restrictive governmental laws
or n 4 T Ftion
- 43
17 �� or other cause without fault and beyond the control of the party obligated (financial
�l inability excepted) , performance of such act shall be excused for the period of the ,.fie..
18 iF lay; and the period for the performance of any such act shall be extended for a period
5 eauivalent to the period of suchdelay. However, nothing in this clause shall excuse
.e �J either party from the prompt payment of any rental or other charge required of them ex-All i
rept as may he expressly provided elsewhere in this Lease.
'I 6. DESTRUCTION OF OR DAMAGE TO DEMISED ` REMISES (A20.6 N)
S./.). ;k
In the event of:
I
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A. Partial destruction or damage to the Demised Premises in an amount equal to or
less than the then straight-line depreciated value of the 1 i braCy building and other
I improvements; or
24
it D. The Demised Premises being dcclared unsafe or unfit for occupancy by any public:
25 authority authorized to make such declaration, for any reason other Than COUNTY'S
i
11 act, , use, or occupation, except as otherwise provided herein;
20'
11 COUNTY shall within 60 days commence repairs as are necessary to restore the Demised f
�d Premises ,.o the condition which existed prior to destruction or damage and/or rnake I
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I repairs as are necessary to make the Devised Premises safe and fit for occupancy. The
II destruction (including any destruction necessary in order to make repairs required by
2 ; any declaration) , damage, or declaration shall in no raise render this Lease null and
void.
'3 1
If, however, there is destruction or damage to the Demised Premises which exceeds the �
then straight-line depreciated value of the library bui1ding and ether improvements,
i
COUNTY may, at COUNTY'S sale option, cancel and terminate this Lease as of the date of
a occurance of such destruction or damage by giving written notice to CITY Within Cid days
aftor. the dace of occurance of such damag . I
1; If COUNTY should exercise its option to cancel and terminate this Lease as provided by
7 this clause, COUNTY shall pay to CITY the cost of debris removal , and said payment
shall thereupon relieve COUNTY of any obligation for debris removal.
i� 7. AMENDMENT (20. 7 )
This Lease sets forth the entire agreement between CITY and COUNTY and any modi f i ca- �
10 1 tion crust be in the form of a written amendment. E
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1.1 I, 3. PARTIAL INVALIATY (Ft20.8 S)
I
12 ; if any teras, covenant, condition, or provision of this tease is hold by a court of core-
I etent jurisdiction to be invalid, voids or unenforceable, the remainder of the pr ovi-
13 I! sions hereof shall remain in fail `f'or'ce and effect and shall in not way be affected, i
!� 'unpaired, or invalidated thereby. E
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g. WAIVER OF RIGHTS (A20.9 S)
The failure of CITY or COUNTY to insist upon strict performance of ary of the terms,
1 !€ conditions, and covenants in this Lease shall not be deemed a waiver of any right or
!� remedy that CITY or COUNTY may have, and stall not be deemed a waiver of any right or
17 remedy for, a subsequent breach or default of the terms, conditions, and covenants herein '
I• contained.
€� 10. HOLDING OVER (A20.10 S)19
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In the event COUNTY shall continue in possession of the Demised Premises after the term
20
of this Lease, such possession shall not be considered a renewal of this Lease but a
tenancy from month to month and shall be governed by the conditions and covenants con- I
21 tainieo in this Lease.
22 i 11. TIME (A20.11 S
23 '� Time is of the essence of this Lease. I
24 12. DEFINITION OF TENANT (A20.12 S) !
25 €j The term "COUNTY" shall Re.an the Board of Supervisors of the political body that executed
26 this agreement or its authorized representative.
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