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HomeMy WebLinkAbout06. Lease Agreement YMCA - Portable Modulars Furman ParkLEASE BETWEEN THE CITY OF DOWNEY AND YOUNG MEN'S CHRISTIAN ASSOCIATION OF METROPOLITAN LOS ANGELES, DOWNEY FAMILY YMCA BRANCH .s This Lease Agreement ( "Lease ") is made and entered into this 15th day of August, 2014 (the "Effective Date "), by and between the City of Downey ( "City ") a California municipal corporation and charter city, with its principal place of business at 11111 Brookshire Avenue, Downey, CA 90241, and Young Men's Christian Association of Metropolitan Los Angeles, Downey Family YMCA Branch ( "Lessee "), a 501 (c)(3) nonprofit organization with its principal place of business at 11531 Downey Avenue, Downey, California 90241, The City and Lessee are sometimes herein referred to individually as "Party„ and collectively as "Parties." 2.1 City Property. City is the owner of that real property located at 10419 Rives Avenue, Downey, California 90241, County of Los Angeles, State of California (the "City Property ") as shown in the Site Map attached hereto as Exhibit "A" 2.2 Purpose of Lease. City desires to lease to Lessee, and Lessee desires to lease from City, a portion of the City Property fondue and adequate consideration, the receipt and sufficiency of which is acknowledged by the Parties and further described and set forth in this Lease, for the purpose of operating a licensed childcare site. The City recognizes that Lessee ;is performing a needed and worthwhile program which serves the public health and general welfare. 3. Terms; 3:1 Description of Leased Premises. City hereby leases to Lessee, and Lessee leases from City, on the terms and condition set forth in this Lease, a portion of the City Property and four (4) ten (10) feet by twelve (12) feet portable modular units, with a total of 960 square feet, which are shown in Exhibit "B" ("Leased Premises "), attached hereto and incorporated herein by this reference. City further includes in this Lease those fixtures, furnishings and equipment as listed and described in Exhibit "C ", attached hereto and made a part hereof, for Lessee's use on the Leased Premises. 3.2 Term. The term of this Lease shall be for five (5) years, commencing October 1, 2014 and expiring October 1, 2019, unless earlier terminated as provided herein (the "Term "), At the expiration of the Term, this Lease shall revert to a month -to -month agreement until or unless the Parties renegotiate a renewal of this Lease. 3.3 Lease Payment. 3.3.1 The Leased Premises are leased to the Lessee for the One Thousand And Three Dollars and 491100 ($1,003.49) per month during the term of this Lease ( "Lease Payment "). Lease Payments shall be paid by Lessee to City on the 1st day of every month during the term of this Lease. The first Lease Payment shall be paid in full to the City by October 1, 2014. In the event Lessee fails to pay to City the Lease Payment by the date it is due, an additional payment of 5% of the amount due will be charged for each month or fraction thereof, that the payment is due. This charge is intended to compensate City for additional accounting and administrative costs. 3.4 Use. The Leased Premises are leased to Lessee solely for the purpose of operating a licensed childcare site. The Leased Premises must be operated directly by Lessee. The City may from time to time sponsor programs and projects related to Lessee's operation. To this end, Lessee will cooperate with such activities and coordinate and promote such activities through the use of the Leased Premises and work jointly with the city to achieve these objectives. 3.5 Acceptance, Surrender. The Lessee shall be deemed to have accepted the Leased Premises as being in good condition for the above- stated uses. The Lessee shall, upon the termination or expiration of the Lease term, surrender the Leased Premises in as good condition, reasonable use and wear excepted. 3.6 Reasonable Access to Leased Premises. City and its agents shall have the right at all reasonable times to enter the Leased Premises to. (a) Inspect the Leased Premises to determine whether Lessee is carrying on any activity that violates this Lease; (b) Show the Leased Premises to prospective purchasers, mortgagees, or tenants or to ground lessors or underlying lessors; (c) Serve, post, and keep posted notices required by law or that City considers necessary for the protection of the City or the City Property; or (d) Conduct facility inspections and make necessary mechanical repairs. Such repairs and inspections will be scheduled in advance and are subject to Lessee's approval.3.7 Hours of Operation. During the Term of this Lease, Lessee shall have exclusive use of the portion of the Leased Premises Monday through Sunday, on a year round basis. Lessee shall have the use, in common with others, of the restrooms, hallways, entrances, parking spaces, open adjacent grass area and other similar facilities to and surrounding the Leased Premises ( "Common Areas "). Lessee is not permitted to make any physical improvements or place permanent physical barriers in or on any of the Common Areas. City reserves the right to limit or restrict use of the Common Areas to Lessee as City determines is necessary for the public health, safety or welfare 3.8 Lessee's Obligations 3.8.1 Lawful Operation. Lessee shall operate the licensed childcare site in accordance with all applicable federal, state, and City laws and regulations, and this Lease. Lessee shall be responsible for ensuring that all necessary approvals, licensing requirements and permits remain in effect during the Term of this Lease in order to operate the Early Head Start program in a lawful manner. The Leased Premises shall not be used as a residence or for any residential purpose or for housing of any person or persons on an overnight basis. 3.8.2 Utilities and Janitorial Services. The Lessee shall reimburse City for electricity costs not to exceed Two Hundred Twenty Dollars and 001100 ($220.00) each month related to and required by Lessee for its use of the Premises. In the event a meter to measure and record utility use on Premises is installed in the future, the Lessee shall be responsible for actual utility costs and shall reimburse City for actual utility costs as measured and recorded by the meter. Lessee shall reimburse City within thirty (30) days after Lessee receives a utility invoice from City. Lessee shall pay all charges for telephone service, Internet service, and janitorial services. 3.8.3 Signage. Lessee shall provide, at its own cost and expense, signage in a manner consistent with all applicable local laws, rules and regulations. The form and substance of the signage shall be subject to the City's sole discretion. 3.8.4 Requests for Repairs. For requests for repairs pursuant to Section 3.9 of this Lease, Lessee shall give at least 24 hours' notice to City staff. Lessee shall immediately report any mechanical failure of, or damage to, the Leased Premises or any City -owned equipment, furnishings or other property. 3.8.5 Maintain Clean, Safe Environment, Lessee, at its own expense, shall maintain the Leased Premises in a clean, orderly, and safe manner at all times including but not limited to heater, air conditioning, wall and floor surfacing, partitions, sinks, doors and windows. Lessee shall adhere to all federal, state and local laws with regard to the maintenance of the Leased Premises. 3.8.6 Liens; Encumbrances Taxes. Lessee shall keep City Property and the Leased Premises and any and all improvements thereto free and clear of all liens, encumbrances, and charges. Lessee shall be responsible for the prompt payment of taxes, if any which may be lawfully levied upon all or any portion of the Leased Premises, including but not limited to any possessory interest tax involved in any operation contemplated under this Lease. 3.9 City Obligations - Maintenance and Repair. 3.9.1 City shall maintain in good repair the heating, ventilation and cooling system, electrical systems, windows, roofs, sidewalks, yards, and common areas of the Leased Premises. 3.9.2 City shall also pay for the exterior landscape maintenance for the Leased Premises. 3.93 City shall not be required to repair any of the above items unless and until Lessee has notified City in writing of the need for such repairs or replacement. Once notified, City shall complete any and all needed repairs and replacements within a reasonable period of time at no cast or expense to the Lessee, except to the extent that such repairs or replacements are attributable in whole or in part to the negligence or misconduct of the Lessee, its employees, agents, contractors, licensees and invitees. 3.10 Insurance. 3.10.1 Time for Compliance. This Lease shall not commence until Lessee has provided evidence satisfactory to the City that it has secured all insurance required under this section. 3.10.2 Minimum Reauirements. Lessee shall, at its expense, procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with this Lease by the Lessee, its agents, representatives, and employees. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Lessee shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. if Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease /Leased Premises or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage;' and (3) Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $2,000,000 per accident for bodily injury or disease. 3.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City; its directors; officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to this Lease and operations performed by or on behalf of the Lessee; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage: Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in anyway. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers; employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Lessee or for which the Lessee is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Lessee's scheduled underlying coverage.- Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials; officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Lessee:' (D) All Coverages. Each insurance policy required by this Lease shall be endorsed to state that: (A) coverage shall not be suspended; voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Lessee shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Lessee shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M:- .Best's rating no less than A :VII, licensed to do business in California, and satisfactory to the City. 3.101 Verification of Coverage. Lessee shall furnish City with original certificates' of insurance and endorsements effecting coverage required by this Lease on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.10.8 Safety. Lessee shall use the Leased Premises so as to avoid injury or damage to any person or property. The Lessee shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gangplanks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety' measures, 3.11 No Joint Venture or Partnership. City and Lessee shall not, by virtue of this Lease, in any way or for any reason, be deemed to be or have become a partner of the other in the conduct of its business or otherwise, or a joint venturer, 3.13 Independent Contractor. Neither Lessee, nor any of its agents, employees, invitees, licensees, or guests shall constitute employees of the City. Any additional personnel working on behalf of Lessee shall also not be employees of City and shall at all times be under Lessee's exclusive direction and control. Lessee shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services on behalf of Lessee and as required bylaw. Lessee shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.13 Improvements. Except as expressly provided by this Lease, Lessee, at Lessee's sole expense, may construct and/or maintain improvements to the Leased Premises with the City's prior written approval and provided that such additions and improvements are consistent with the purpose contemplated in this Lease. Lessee shall, at Lessee's sole cost, expense and liability, obtain all permits and entitlements required for improvements. All fixtures, improvements or additions made to the Leased Premises by Lessee shall become the real property of the Lessee at the expiration or termination of the Lease and shall be removed by Lessee upon termination of this Lease. 3.14 Violations, Lessee shall not engage in, or permit or authorize any of Lessee's employees, agents, licensees, invitees, or guests to engage in any activity which constitutes a violation of any applicable state, federal, city law or regulation. 3.15 Repair of Damage. Lessee agrees to notify City in writing within three (3) days of any damage to the Leased Premises resulting from fire, earthquake, or any other identifiable event of a sudden, unexpected, or unusual nature ("Casualty") ("Repair Notice Period"). If the « . . • # • ! • • - i - • • • as « • • y i i . i • s i ii i« r - e - i« i- • i i a t• • a e e a • •- i • • a° - i s • • ♦- • • - a i, _.'• i • • • • • a • - • i - i. - •.. a • r s - e.. e. • - s e - • a • - • • - • - i :. - i- a • i-i - - i• -ia - - - - - 4 4 « . . 1 . •^ • s e -- '« es «s • (ii) Re -let the Leased Premises for the account of Lessee upon such terms and conditions as the City shall deem advisable. 3.17.3 The Lease Payments on such subsequent re- leasing shall be applied first to the expenses of regaining possession, re- letting, and the collection of past due amounts owed to the City, including expenses necessary for repair or ' restoration of the Leased Premises to its original condition (taking into account normal wear and tear), reasonable attorneys` fees and any marketing or real estate commission actually paid. 3.13 Assignment/Sublease. Lessee may not sell, assign, mortgage, pledge, sublease, or otherwise transfer Lessee's interest in this Lease without the City's prior written consent. Any attempted transfer, whether by voluntary act or operation 'of law, without City's written consent shall be void and shall constitute a non - curable breach of this Lease. 3.19 City's Reuse of Leased Premises. Notwithstanding anything in this Agreement to the contrary, City shall have the right to reuse the City Property and/or the Leased Premises subject to the following conditions: (a) If City intends to reuse the City Property and /or the Leased Premises, City shall provide Lessee with written notice of such intent at least six (6) months ( "Lessee's Notice ") prior to any start of construction by City. City's Notice shall contain a description of City's reuse plans and shall also notify Lessee whether the location of the Leased Premises is: (i) inconsistent with City's reuse plans, or (ii) that the location of the Leased Premises shall be unaffected by City's reuse plans and that the Agreement shall remain in full force and effect In the event the location of Leased Premises is inconsistent with City's reuse plans, then the parties to this Lease shall use their best efforts to identify promptly another location satisfactory to both the parties to which the Leased Premises shall be permanently relocated. If the parties cannot identify a satisfactory location to which the Leased Premises can be permanently relocated, then the parties shall use their best efforts to identify promptly another area on the City Property satisfactory to both parties to which the Leased Premises shall be temporarily relocated. Following such temporary relocation and upon completion of the construction of the improvements contemplated by City's reuse plans, the parties shall then use their reasonable efforts to find suitable premises on or in any of the improvements constructed by the City in connection with the reuse plans to which Leased Premises shall be permanently relocated. (a) In the event that C i t y determines, in its sole discretion, during the implementation of its reuse plans that Lessee will be unable to operate continuously without interference, then Lessee shall have the right to terminate the Lease upon thirty (30) days' written notice. (b) If the Leased Premises are either temporarily or permanently relocated as described in subparagraph (a), then the Parties agree to equally share the cost of relocating the Leased Premises. LESSOR shall be responsible for all costs of implementing the reuse plans. (c) Upon permanent relocation of the Leased Premises pursuant to subparagraph (a), the parties shall execute an amendment to this Lease which redefines the Premises and which deletes the existing Exhibits "A" and "B" and replaces it with a revised Exhibits "A" and "B'.. 0 3,20 Option to Terminate. 3.20.1 Notwithstanding anything to the contrary contained herein, and provided Lessee is not in default hereunder and shall have paid all rents and sums due and payable to the City by Lessee, each Party shall have the right to terminate this Agreement provided that thirty (30) days' prior notice is given to the other Party. Lessee, upon termination of the Agreement, shall, within thirty (30) days, remove all personal property and otherwise restore the Leased Premises to its original condition, reasonable wear and tear and casualty excepted. City agrees and acknowledges that all furniture, fixtures and equipment listed in Exhibit C shall be returned to City, except that non - usable items on said list and the equipment, fixtures and personal property of the Lessee shall remain the personal property of the Lessee and the Lessee shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law.lf such time for removal causes Lessee to remain on the Leased Premises after termination of this Lease, Lessee shall pay rent at the then existing monthly rate or on the existing monthly pro rata basis if based upon a longer payment term, until such time as the removal of all personal property is completed. 3.20.2 If the Repair Period Notice required by Section 3.15 indicates that the anticipated period for repairing the Leased Premises or areas exceeds ninety (90) days, Lessee may elect to terminate this Lease without any liability of any kind by providing written notice ( "Lessee's Termination Notice ") to City within ten (10) days after receipt of the City's repair period notice. If Lessee does not elect to terminate within this ten (10) day period, Lessee shall be deemed to have waived the option to terminate. 3.21 Severability. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and shall not be affected, impaired or invalidated thereby. 3.22 Attorneys' Fees. In case either Party brings an action to enforce any term or condition of this Lease, the prevailing Party shall be entitled to its reasonable attorneys' fees as determined by the court, and all other costs and expenses related to such action. 3.23 Waiver. The waiver by either Party of the breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of that or any other provision. 10 3.24 Binding on Successors. This Lease shall apply to and be binding upon the heirs, successors in interest, executors, administrators, and assigns of the respective Parties hereto. The terms Lessee, City, Party and Parties shall include the heirs, successors in interest, executors, administrators, assigns, agents, employees, officers, or officials of such party or parties. 3.25 Captions. The various headings contained herein and the grouping of the provisions of this Lease into separate paragraphs are for the purpose of convenience only, and shall not be considered in interpreting the provisions of this Lease. 3.26 Notices. Any and all notices which are required under the terms and conditions of this Lease or which either City or Lessee desire to serve upon the other, shall be in writing and shall be deemed served when delivered personally or faxed; or when deposited in the United States mail, postage prepaid, return receipt requested, addressed as follows: CITY: City of Downey 11111 Brookshire Avenue Downey, CA 90241 Attn: Director of Parks and Recreation LESSEE: Young Men's Christian Association of Metropolitan Los Angeles, Downey Family YMCA Branch 11531 Downey Avenue' Downey, CA 90241 Attn: Executive Director Any notice so given shall be considered served on the other Party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the Party at its applicable address. Actual notice, including by fax, shall be deemed' adequate notice on the date actual notice occurred regardless of the method of service. 3.27 Governing Law; Venue, This Lease, and the rights and obligations of the Parties, shall be governed and interpreted in accordance with the laws of the State of California. Venue shall be in Los Angeles County. 3.28 Entire Lease. 11 This Lease, along with any exhibits and attachments attached hereto and incorporated herein by reference, constitutes the entire Lease between the City and the Lessee relative to the City Property and the Leased Premises, and supersedes all prior negotiations, understandings or agreements. The Lease Agreement dated July 28, 2009 is hereby terminated and replaced and restated by this Lease. This Lease may only be modified by mutual consent of the Parties in writing. 3.29 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.30 Prohibited Interests. Lessee maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Lessee, to solicit or secure this Lease. Further, Lessee warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Lessee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Lease. For breach or violation of this warranty, City shall have the right to rescind this Lease without liability. For the term of this Lease, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Lease, or obtain any present or anticipated material benefit arising therefrom. 3.31 Equal Opportunity Employment. Lessee represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Lessee shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.32 Labor Certification. By its signature hereunder, Lessee certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.33 Time of Essence. Time is of the essence for each and every provision of this Lease. 3.34 Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Lease, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Lease will govern and 12 control. 3.35 Authority to Enter Lease. Lessee has all requisite power and authority to conduct its business and to execute, deliver, and perform the Lease. Each Party warrants that the individuals who have signed this Lease have the legal power, right, and authority to make this Lease and bind each respective Party. 3.36 Counterparts. This Lease may be signed in counterparts, each of which shall constitute an original. 3.37 Environmental. City warrants and agrees that neither City nor, to City's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within City's Property in violation of any law or regulation. City and Lessee each agree that they will not use, generate, store or dispose of any Hazardous Material on, under, about or within City's Property in violation of any law or regulation. City and Lessee each agree to defend and indemnify the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and /or costs (including reasonable attorneys' fees and costs) arising from any breach of any warranty or agreement contained in this paragraph. "Hazardous Material" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 3.37 Submission of Lease. The submission of this L e a s e for examination does not constitute an offer to lease the Leased Premises and this Lease becomes effective only upon the full execution of this Lease by the Parties. If any provision herein is invalid, it shall be considered deleted from this Lease and shall not invalidate the remaining provisions of this Lease. Each of the Patties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute t h is Lease on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Lease. 3.38 Survival. The provisions of the Agreement relating to indemnification from one Patty to the other Patty shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration 13 EXHIBIT B SITE PLAN OF LEASED PREMISES Furman Park szzao Softball Baseball Diamonds F Park Building: m b O Tennis Park. Park Courts Bldg:.. gidg, m 1 Shelter a v 0 Play Amy. ShelteY a. Parkrng tot Rives Avenue 16 EXHIBIT C FIXTURES, FURNISHINGS AND EQUIPMENT Description 32 -gal. trash cans Bulletin Boards Commercial Mat Runners Commercial Mats Conference Table corrugated book shelves Curtain panels Desk Chairs - padded Desk DVD Player File Cabinet 4- drawer Floor Rugs FM/AM Radios Folding Chairs: brown Lateral File Cabinet 4- drawer Long reception cabinet Reception cabinet Storage Cabinet - grey Storage cabinet/wheels brown Storage cabinets corr /brown Storage cabinets corr/w-hite Table -top copier Telephone (cordless) Television Television VCR Player Quantity 1 2 2 4 1 7 12 4 1 1 2 5 1 43 1 1 1 1 1 3 3 1 1 1 1 1 17