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HomeMy WebLinkAboutAGMT - Dollar Business Centre (Parking Facilities - Shops at Rossmoor)REVOCABLE LICENSE AGREEMENT This Agreement is entered into as of this 2�_ day of March, 1983, by and between Dollar Business Centre Incorporated, a California corporation (here- inafter "Seller ") and the City of Seal Beach, a Char- tered City and Municipal corporation (hereinafter the "City ") with reference to the following facts: A. Seller and City entered into that certain lease dated as of the sixth day of March, 1967 (herein- after the "Lease "), pursuant to which Seller leased to City the land described in the description and set forth on the accompanying map attached hereto as Exhibit A, together with the building subsequently built thereon (such land and the building thereon hereinafter indivi- dually and collectively referred to as the "Premises "); B. City has, pursuant to the Lease, exercised its option to purchase the Premises, and has purchased the Premises for its use as a Community Center. In consideration of the mutual covenants and agreements herein contained, Seller and City hereby agree as follows: �i l � • 1 1. Definitions. As used in this License: (a) The term "business center" shall mean the area and facilities referred to as the Rossmoor Business Center in Article I of the Lease, as such area and facilities have heretofore been or may hereafter be changed, modified, altered, increased or reduced from time to time. (b) The term "common area" shall mean all areas and facilities within the exterior boundaries, from time to time, of the business center not held for or appropriated to the occupancy of business center tenants. It shall include, by way of specification and not limitation, all parking areas, sidewalks, malls, planted areas, public rest - rooms, maintenance buildings and space, but shall exclude areas and facilities held for or appropriated to gasoline service stations or automobile wash racks. (c) The term "Landlord" shall mean Seller or such other individual or individuals, entity or partnership as shall at the time in question own and /or operate the business center. (d) The term "parking area" shall include vehicle parking spaces, driveways, accessways, ingress - 2 - I and egress, streets, rights of way, and any other areas within the business center upon which automobiles and other vehicles can be driven or parked. (e) The phrase "personal and non - assignable" when used herein with respect to this License shall mean that this License shall inure to the benefit of City, or (1) in the event that City shall be consolidated with any other city or cities, pursuant to law, then the successor city by virtue of such consolidation, or (2) a public agency having power or authority to operate and manage the Premises which is an agency or instrumental- ity of City or such successor city, or (3) a public agency created by a joint power agreement to which City is a contracting party and by which City grants to such public agency the power or authority to operate and manage the Premises, but shall not inure to the benefit of, or be assignable to, or exercisable by, any other person, firm, corporation or entity whatsoever, by operation of law or otherwise, and whether directly or indirectly,- in any manner whatsoever. (f) The term "store building" shall mean any building in the business center containing a store or stores in which merchandise or services are sold, exclusive of any buildings or space under lease as a gasoline service station or automobile wash rack. - 3 - t (g) The term "vacant space" shall mean the floor area within a store building or buildings available for rent but not occupied by a business center tenant. (h) The term "business center tenant" shall mean a person occupying a store building or other space in the business center for the purpose of selling merchandise or services under a lease with Landlord, exclusive of a person operating a gasoline service station or an automobile wash rack. (i) The term "floor area," including the use of that term in connection with the Premises, means the aggregate of: (1) The actual number of gross square feet of floor space, including balconies, basement space and sub- terranean areas, within the exterior faces of the exterior walls (except party and interior walls, in which case the center thereof instead of the exterior faces shall be used) of all floors in the Premises and the store buildings, plus (unless the phrase "of store buildings" is used after the term "floor area "); (2) The actual number of square feet of any selling area, if any, outside of store buildings, used for the sale of merchandise or services by a business center tenant. The term "floor area" shall not include any vacant space which has not theretofore been occupied by a business center tenant, any loading area or accommo- dation area, multi -level or other parking facility area, or employees' parking area. It is intended hereby that . the term "floor area" refers to gross floor area and not net floor area allocated to any business center tenant, and no deduction shall be made from "floor area" com- puted under the, foregoing definition by reason of columns, stairs, escalators, elevators, conveyors, or other interior construction or equipment. A determin- ation by Landlord's architect shall be conclusive as to the number of square feet of "floor area" in each instance in which a determination thereof shall be required under the provisions of this License. (j) The term "operating cost" is defined as and includes, the total costs and expenses of maintain- ing and operating the common area, including, by way of - 5 - 4 specifications and not by way of limitations: all maintenance, construction and replacements reasonably required to preserve and maintain the appearance and utility of the common area in good order and condition and even though of a capital nature, replacing or redoing or re- installing any part or portion or all of the common area; reasonable compensation of the agents, servants and employees of and all independent contrac- tors hired by Landlord for supervising, managing, maintaining, operating, repairing and protecting the common area or any part or portion thereof; policing, security protection, traffic direction, landscaping, maintenance and supplies incidental thereto; all pre- miums on public liability and property damage insurance carried by Landlord in connection with or covering the common area and City or any or all of the tenants of the business center; all costs of utilities utilized in connection with said common area, including, but not limited to, maintenance of lighting facilities and storm drainage systems pertinent thereto; all taxes (real and personal),.assessments (general or special), and similar levies (general, special, ordinary or extraordinary) of any type, nature, kind or description whatsoever which may be fixed, charged, levied, assessed or otherwise imposed upon or against said common area; every cost and expense and charge of every type, nature, kind or description whatsoever incurred, created or paid by 8111 Landlord in the maintaining, preserving, replacing, and operating of the common area. Landlord shall be the sole judge, in its absolute and arbitrary discretion, of what is reasonably necessary or proper for the mainten- ance, preserving, replacing and operating of said common area. All thereof shall be a part of the "operating cost ". 2. Designation and Size of Licensed Area. The Licensed Area shall be such area, comprised of up to but not exceeding thirty -five (35) parking spaces in the parking area of the business center, as Landlord shall from time to time designate by notice hereunder; pro- vided that in designating the Licensed Area, Landlord shall duly take into account the reasonable convenience of City's permittees and invitees in using the Premises. It is understood and agreed that for the time being and until changed by Landlord in accordance herewith, the Licensed Area shall be that area, comprised of up to but not exceeding thirty -five (35) parking spaces, in the parking area located generally north of the Premises and west of the hardware store, and outlined in red on the map of such general portion of the business center attached hereto as Exhibit B. 3. License to Use. The covenants and oblig- ations of Landlord under this Paragraph 3 of this - 7 - A License are upon the conditions, and subject to limit- ations and the rights reserved, each constituting a condition subsequent to the covenants and obligations of Landlord, as hereinafter in Paragraph 7 of this License provided. Subject to the foregoing, Seller hereby grants to City, for the use and benefit of City, and City's officers, directors, agents, servants, employees, suppliers, concessionaires, invitees and permittees, (such persons and entities hereinafter referred to as "City's Permittees "), a non- exclusive, in- common, revocable, personal and non - assignable license (herein- after the "License ") (a) to park automobiles in the Licensed Area, and (b) to have ingress to and egress from the Premises on and over the common area, in each case while and only while engaging in their functions for -City at the Premises or engaging in activities or attending functions permitted by City at the Premises. Said License is and shall be in common with Landlord and all tenants of the business center, their and each of their employees, sublessees, licensees, agents, service suppliers, customers and patrons (invitees), now and hereafter existing, upon however the conditions, pre- cedent and subsequent, that said use shall be in accor- dance with and subject to the rules and regulations now and hereafter made and promulgated by Landlord. - 8 - 4 Landlord reserves and shall have the right to make and promulgate, and change from time to time, reasonable rules and regulations for, governing, limit- ing and restricting the use and the right to use the common area, including the Licensed Area, and the License granted to City, provided that such rules and regulations are consistent with the License granted to the City hereunder. Landlord at all times during the term and existence of the License shall have the sole and exclusive control of the common area, including the Licensed Area, and may at any time and from time to time exclude, restrain or limit any person from the use or occupancy thereof, excepting only, however, City and City's Permittees engaged in the bona fide use of the same in accordance with this License, and in accordance with the said rules and regulations. City shall comply and shall cause City's Permittees, and each and every and all thereof, to comply with the said rules and regulations and cooperate with Landlord and all other tenants, now and hereafter, of the business center to the end: that the common area be used and maintained in a uniform, clean and efficient manner; and be kept free and clear of any and all obstructions created or permitted by City or City's bo Permittees or resulting from City's operations or the operations or activities of any of the foregoing; and that said common area, including the Licensed Area, be used to its highest, best and beneficial use by and for all of the tenants now and hereafter of the business center. If, in the opinion of Landlord, City or City's Permittees, or unauthorized persons claiming by, through or under City, or otherwise, are using any portion of the common area, including the Licensed Area, or any portion thereof, in an unauthorized manner, City, upon demand of Landlord, shall take appropriate action and proceedings to remove or restrain all such unauthorized persons or prevent all such unauthorized uses. Nothing herein shall affect the right of Landlord at any time to remove or restrain such unauthorized persons or to prevent the common area, including the Licensed Area, from being used in an unauthorized manner. 4. Contribution by City. City shall pay Landlord for the "License to Use" the common area, for each calendar year during the term of the License, a sum arrived at by multiplying the total operating cost of the common area for said year by a fraction having as its numerator the "floor area" of the Premises and as its denominator the total "floor area" of the business - 10 - center plus that of the Premises, which sum shall be payable as follows: (a) On the first day of each and every calendar month during the term of this License, City shall pay Landlord on account of City's proportionate share of the operating costs of the common area, the sum of One Hundred Sixty Dollars ($160.00). Landlord may adjust the amount of such monthly installments at the end of any calendar year, on the basis of Landlord's experience during such year, as reasonably anticipated common area operating costs, provided, however, that City shall not be required to pay in any calendar year monthly installments greater than one - twelfth (1/12) of City's proportionate share of the common area operating costs for the calendar year just completed increased by fifteen per cent (15 %). (b) Within ten (10) days after receipt of Landlord's annual statement (as provided in Paragraph 5 hereinafter), City shall pay Landlord the deficiency, if any, shown on said annual statement, between City's proportionate share of the total operating cost for the year just completed and the actual payments made by the City to Landlord pursuant to (a) above. If said annual statement shows that City's payments pursuant to (a) above exceed City's proportionate share of said oper- - 11 - ating cost, Landlord shall refund such excess therewith, or, at Landlord's option, credit such excess against payments next thereafter to become due Landlord from City under (a) above. If City defaults in making any payments required hereunder, Landlord may, in addition to any other remedies hereunder or as provided by law or in equity, deny City and City's Permittees the right to use any part or all of the common area and may withhold all privileges herein granted so long as City remains in such default. City shall be liable only for City's proportionate share of the operating costs of the common area and shall not be liable for the share of any business center tenant with respect thereto. In the event of any vacant space arising after completion of any store building and the initial occupancy of such space by a business center tenant, Landlord shall, to the extent that any of the common area is allocable to said vacant space, bear the portion of the operating costs allocable to such vacant space during the period of such vacancy. If such vacancy is for less than a calendar year, Landlord's obligations in this regard shall be adjusted pro rata. 5. Landlord's Annual Statement and Records. Within thirty (30) days after the conclusion of each - 12 _ calendar year, Landlord shall furnish City with a statement, certified as correct by an authorized employ- ee of Landlord, showing, for the calendar year just completed, the total operating cost of the common area, the amount of City's proportionate share of said operat- ing cost and the monthly payments made by City pursuant to Paragraph 4(a) above. The deficiency or excess shown on said statement with regard to City's obligations to contribute its proportionate share of the operating cost of the common area shall be adjusted in accordance with the provisions of Paragraph 4(b) above. Landlord shall keep a separate account covering the operating cost of the common area, and the statements to City required herein shall accurately reflect said operating cost. Said account records of Landlord shall be retained and preserved for a period of at least 12 months after the expiration of each calendar year to which they apply. 6. Public Liability Insurance. Landlord shall procure and maintain a policy of comprehensive public liability insurance with limits of not less than $200,000.00 as to any one person, and $500,000.00 as to any one accident, and $50,000.00 as to property damage. The insurer thereof shall be an insurance company or companies, qualified to issue such policies within the State of California. The insureds thereunder shall be Landlord and City and each, every and all of the - 13 - t tenants now and hereafter of the business center. Landlord shall, upon request of City supply or cause it to be supplied with a certificate of said insurance. As long as Landlord procures and maintains the aforedescribed policy of comprehensive public liability insurance, Landlord shall have no further or other obligation or liability or duty to City by reason of any claim or demand or obligation or liability or cause or cause of action asserted or claimed or filed or main- tained by any user, authorized or not, of the common area, including, by way of specification and not limit- ation, any of City's Permittees. City does hereby waive and release and discharge Landlord of and from any and every obligation, liability or duty which it may at any time hereafter assert with respect to any such claim or demand or obligation or liability including any rights under Civil Code Section 1542. 7. Rights Reserved to Landlord. In addition to all other rights herein reserved to Landlord, Land- lord has and shall have the right in Landlord's sole and absolute discretion to: (a) Determine the nature, size, extent and location of the common area; whether the same shall be surface, underground and /or multi -deck; to at any - 14 - time and from time to time, make such changes in the physical character, size, location, layout and operation of the common area as Landlord may deem advisable in the future development of the business center, including, but not limited to, the locating and relocating of driveways, entrances, exits, the direction and flow of traffic, number of vehicle parking spaces, the instal- lation of prohibited areas and other changes to the parking area and common area in general. The common area as shown or delineated on any plot plan at any time, heretofore or hereafter, used or filed or issued by Landlord, was, is and shall be only tentative and illustrative in nature. It was, is and shall not be a representation or agreement of or as to nor constitute a permanent delineation of the common area. The common area was, is and shall be subject to change in accord- ance herewith. Portions thereof may be used for addi- tional store buildings or other structures or for any other purposes whatsoever and entirely; and (b) To establish, and from time to time to change, alter, amend, and enforce against City and other users of the. common area such reasonable rules and regulations promulgated in writing, and notice thereof given to City as provided hereinafter, as may be deemed by Landlord reasonably necessary and advisable for the proper and efficient operation and maintenance of the - 15 - common area and the business center. The rules and regulations herein provided shall include, without being limited to, the hours which the common area shall be open for use. City shall conform to and abide by all such rules and regulations in its use, and the use of City's Permittees, provided however, that all such rules and regulations and other matters affecting City's Permittees (other than any such rules or regulations enforcing the confinement of City's Permittees to the Licensed Area) shall apply equally without discretion to all persons entitled to use the common area. City shall be deemed to have agreed to any such rules and regul- ations when a copy thereof is mailed to City in accord- ance with the procedure for mailing notices; and (c) To designate at any time and from time to time, by written notice to City certain parts or sec- tions within the common area, or other available areas outside the common area (but not more than one eighth (1 /8th) mile distance from the nearest boundary of the common area) for use as parking space by City and City's Permittees. In that event, City shall require such persons to use only such designated space. It is further understood and agreed that should it become necessary, at Landlord's sole and absolute discretion, to have the persons specified herein park in some area outside the common area, Landlord shall have the right - 16 - n'� to charge all of said persons a nominal charge for such parking; provided, however, that the charge made to said persons shall be equal to the charge made to the employ- ees of Landlord and of all other business center tenants. 8. Term. The License granted to Buyer hereunder shall continue so long as all of the follow- ing conditions are met: (a) City shall use the Premises solely for a Community and Recreation Building for the use of the residents of City. and /or the adjacent area for the purpose of conducting therein and therefrom Town Meet- ings, Civic Organization Meetings, Community Youth Activities, Veteran Organization Meetings, and other customary community uses of a non - commercial nature and for no other purpose or purposes whatsoever without the prior written consent of Landlord. City's assessment of user charges to cover clean -up and supervision costs and similar items of expense incidental to community meet- ings or activities shall not be deemed to be commercial in nature. City shall not use the Premises for, nor conduct therein, any manufacturing or wholesale or retail business, nor manufacture thereon or use the Premises to supply any other facility or building or function of City. - 17 - (b) The property currently within the business center and reasonably convenient to the Pre- mises shall continue to be used principally as a retail shopping center; and (c) Landlord shall remain obligated under its then existing leases or agreements to its then tenants as lessee's of retail sales space in the busi- ness center to provide automobile parking sufficient to fulfill the requirements of this License in an area of the existing business center property reasonably con- venient to the Premises. Should any of the above conditions cease to exist, the License granted to City hereunder shall thereupon terminate. However, notwithstanding the foregoing, the City shall not be deprived of adequate access to the Premises under any circumstances. 9. Indemnification of Landlord and Public Liability Insurance. (a) Indemnification. City shall forever indemnify and save harmless Landlord of and from any and all claims, demands, obligations, liabilities, cause or causes of action whatsoever, even though groundless, including reasonable costs and attorneys' fees if - 18 - 0 Landlord be made a party to any action to which City's indemnity runs hereunder, by reason of any claimed injury to the person or property of any kind whatsoever of City or City's Permittees from any cause or cause whatsoever (except City shall not be required to in- demnify Landlord for damage or injury occasioned by the acts or omissions of Landlord) while in, or upon, or in any way connected with the Premises, the common area or the approaches thereto or the appurtenances thereof. City hereby waives any rights of subrogation it may have, if any, against Landlord as a result of any happening covered herein. (b) Public Liabilitv Insurance. In addition to, and independently of the provisions of (a) above, City shall, at City's sole cost and expense, procure and maintain in full force and effect during the term of this License, comprehensive public liability insurance with limits of not less than Two Hundred Thousand ($200,000) Dollars for any one personal injury, Five Hundred Thousand ($500,000) Dollars for any one accident, and Fifty Thousand ($50,000) Dollars for property damage, and shall cause Landlord to be an additional named insured thereunder. Landlord under- stands and agrees that City is self- insured for the first $25,000.00 of liability. The insurance specified in the preceding sentence shall specifically insure the - 19 - Z performance by City of the indemnity agreement contained in (a) above. In the event that at any time during the term of this License Landlord deems the limits of any of the foregoing insurance requirements insufficient, Landlord shall have the right, to be exercised reasona- bly, to alter or amend the limitations on the amounts provided herein and City agrees to obtain coverage in such increased amounts as Landlord may from time to time specify. (c) Policy Form. All policies of insurance required by this License to be procured and maintained by City shall: (i) Be written by companies autho- rized to do business in the State of California, and rated "triple A" or better in Best's Insurance Reports; and (ii) Contain an endorsement requir- ing thirty (30) days written notice to Landlord prior to cancellation or change in the coverage, scope or amount of such policy or policies; and - 20 - (iii) City waives all rights of subrogation, if any, which the City or insurer or insurers might other- wise have against Landlord. A full, true and correct copy of all policies required by this License to be procured and maintained by City or a certificate of insurance in the case of blanket coverage, shall promptly be delivered to Land- lord marked "premium paid" by the company or agency issuing the same, or accompanied by other evidence satisfactory to Landlord that the premiums thereon have been paid; and thereafter a similar such copy or certi- ficate (including evidence satisfactory to Landlord that the premium has been paid) shall be delivered to Land- lord not less than ten (10) days prior to the expiration of any then current policy. In the event that City chooses to deliver a certificate of insurance in com- pliance with the preceding sentence, each such certi- ficate shall contain the provisions required in sub- paragraphs (ii) through (iv) above. 10. City shall not assign, mortgage, pledge or otherwise encumber or hypothecate or affect City's License or rights hereunder in any manner or to any extent inconsistent with the personal and non - assignable character thereof. Any act or attempt to do so (volun- - 21 - tarily or involuntarily, by operation of law or other- wise) shall be null and void. 11. Assignment or Sale by Landlord. The term "Landlord" as used in this License, so far as covenants, conditions or obligations on the part of Landlord are concerned, shall be limited to mean, include and desig- nate only the owner or owners at the time in question of the fee of the business center; and in the event of any transfer or transfers of the title to such fee, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) , shall be automatically freed and relieved, from and after the date of such transfer or conveyance, of all personal obligation or liability as respects the performance of any covenants or conditions or obligations on the part of Landlord contained in this License thereafter to be performed; provided only, that any such transfer shall be in good faith and the transferee shall agree to assume all the obligations of Landlord hereunder, it being intended hereby that the covenants, conditions, obligations and liabilities contained in this License on the part of Landlord shall, subject as aforesaid, be binding on Landlord, his successors and assigns only during and in respect of their respective successive periods of ownership. - 22 - 12. Subordination by City. Landlord reserves the right, at its option and declaration, to place liens and encumbrances on and against the business center or any part or portion thereof, superior in lien and effect to this License; provided, however, that Landlord shall use reasonable efforts to procure such lienor or encum- brancer to agree for the benefit of City that, in the event of foreclosure under any such lien or encumbrance, this License will not be disturbed or affected and shall remain in full force and effect as long as City be not in default hereunder. Should Landlord exercise its right in accor- dance with the preceding sentence, this License is and shall be, subject, subordinate and inferior to the lien and estate of any such liens and encumbrances, and to any and all advances made or to be made thereunder, and to the interest thereon, and to all renewals, extensions and replacements thereof. City shall, upon the written .request of Landlord execute and deliver any and all instruments as may be requested from time to time to subordinate the rights and interests of City under this License to the lien of any such lien or encumbrance at any time placed on any of Landlord's property within the business center, including, but not limited to, such agreement of - 23 - �� subordination of whatsoever covenants or conditions as shall be designated by the title company issuing any policy of title insurance insuring the lien, estate and the effect of said lien or encumbrance. 13. Notices. Any notice, demand, objection, statement or other communication which either party hereto is required or desires to give or to make here- under upon the other or upon any third party shall be in writing and shall be given or made by United States registered or certified (return receipt requested) mail, addressed in case of the Landlord to Rossmoor Business Center, 12121 Seal Beach Blvd., Seal Beach, California 90740; and addressed in the case of the City to City of Seal Beach, 211 8th Street, Seal Beach, CA 90740. Each party shall have the right to designate a different address from time to time by notice similarly given. Any notice so sent shall be deemed to have been duly given and received, if mailed in Los Angeles or Orange County, forty -eight (48) hours after the time the same was deposited in a United States Post Office or postal box with postage and registry or certified fees thereon fully prepaid, or, if mailed elsewhere, five (5) days after deposit in any United States Post Office or postal box with postage and registry fees thereon fully pre- paid. - 24 - 14. Miscellaneous. (a) Entire Agreement. This Agreement contains all the terms, covenants, conditions and agreements between Landlord and City with respect to the subject matter hereof; and there is merged herein all prior and contemporary negotiations and all alleged agreements. No prior or contemporaneous agreement or understanding pertaining to the same shall be valid or of any force or effect. The terms, covenants, condi- tions and provisions of this Agreement cannot be al- tered, changed, modified, waived, or added to, except in writing signed by Landlord and City. No representation, inducement, understanding or anything of any nature whatsoever, 'made, stated or represented by Landlord or anyone acting for or on Landlord's behalf, either orally or in writing, has induced City to enter into this Agreement, and City acknowledges, represents and war- rants that City has entered into this Agreement under and by virtue of City's own independent investigation. (b) Construction of Agreement. The language in all parts of this Agreement shall in all cases be construed as a whole and in accordance with its fair meaning and not restricted for or against either Landlord or City. The captions of the paragraphs and sub - paragraphs of this Agreement are for convenience and - 25 - �^ easy reference only and shall not be considered or referred to in resolving questions of construction. The words "Landlord" and "City" wherever used herein shall be applicable to one or more persons as the case may be. The singular shall include the plural. The neuter shall include the masculine and feminine. The word "person" wherever used shall include individuals, firms, asso- ciations and corporations. M Whenever in this License any words of obligation or duty are used, such words shall have the same force and effect as though made in the form of covenants. All of City's covenants and agreements herein contained are conditions, and the strict, full and prompt performance and observance of each shall be a subsequent condition precedent to the right of City to retain the License hereunder. If any provision of this Agreement shall be adjudged to be invalid, void or illegal, it shall in no way affect, impair or invalidate any other provisions hereof, the parties hereto agreeing that they would have entered into the remaining portion of this Agreement notwithstanding the omission of the portion or portions adjudged invalid, void, or illegal. - 26 - (c) Binding on Successors. Each and all of the covenants and obligations of this Agreement shall be binding upon and inure to the benefit of the parties hereto (except as herein otherwise specifically pro- vided), their respective heirs, executors, adminis- trators, successors and assigns, subject at all times, nevertheless, to all agreements and restrictions herein contained with respect to assignment, subletting or hypothecation of City hereunder. (d) Any sum payable to Landlord under the terms and provisions of this Agreement, which shall not be paid when due (whether or not a default has been perfected hereunder) shall bear interest at the maximum rate allowable as of such due date from the date when the same becomes due and payable by the terms and provisions hereof until paid. (e) Attorneys' Fees. Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of a default under this Agreement or for a declaration of such party's rights or obligations hereunder or for any other judicial remedies, the party in whose favor final judgment shall be entered shall be entitled to recover from the losing party such amount as the court may judge to be reasonable attorneys' fees for the services - 27 A • L� rendered the party prevailing in any such action or proceeding. (f) Time of Essence and waiver. Time of payment of each and every sum payable by City to Land- lord, and of the observance and performance by City of each and every covenant or condition on its part under this Lease, is of the essence. A waiver by Landlord of any breach or default by Tenant hereunder shall not constitute or be deemed a waiver of any subsequent or other breach or default by Tenant. (g) Default by Landlord. Landlord shall in no event be or be deemed in default or in breach in the performance or observance of any of its covenants or conditions or obligations or liabilities under this Agreement unless and until Landlord shall have failed to perform such obligation or liability or covenant or condition within fifteen (15) days, or such additional time as may be reasonably required to correct or per- form, after service upon it by City of written notice, specifying with particularity wherein it be claimed that Landlord shall have failed to observe or perform any of - 28 - its said covenants or conditions or liabilities or obligations. Dated: Mwh DOLLAR BUSINESS CENTRE INCORPORATED By: p Dated• qp 93 CITY OF SEAL BEACH i ,-QF S eF ���1 BY 6 •i. Fl O �1 t c�anoy6 t�,4+ - 29 -