HomeMy WebLinkAboutContracts & Agreements_83-2005_CCv0001.pdf Recorded in official Records. County of San Bernardino
5124/2005
3:17 P
LARRY WALKER 3:17 AC
Auditor/Controller — Recorder
s" !
RECORDING REQUESTED BY R Regular Mail
AND WHEN RECORDED MAIL TO: Doc#: 2005—0368442 Titles: 1 Pages: 4
Fees 0.90
City Clerk IIITaxes 0.00
tither 0.00
City of Redlands PAID $e.oe
PO Box 3005
Redlands, CA 92373-1.505
FEES NOT REQUIRED
PER GOVERNMENT CODE
SECTION 5103
MEMORANDUM OF GROUND LEASE AGREEMENT
This Memorandum of Ground Lease Agreement dated May 3,2005,is made by and between
the City of Redlands, a municipal corporation ("Landlord"). and the Boys and Girls Club, a
California non-profit corporation ("Tenant"),
WITNESSETH:
That Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain
real property (the "Property") located in the City of Redlands, identified as County of San
Bernardino Assessor's Parcel Numbers 167-242-15, 16 and 17,a legal description of which is shown
in Exhibit"A" attached hereto and incorporated herein by reference,under the terms and conditions
of the unrecorded Ground Lease Agreement by and between Landlord and Tenant dated May 3,
2005, and incorporated herein by reference (the "Agreement") for a term of fifty-five (55) years
pursuant to the terms of the Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF.the Parties hereto have set their hands and affixed their seals the day and
year first above written.
LANDLORD TENANT
CITY OF REDLANDS BOYS AND GIRLS CLUB,
A municipal corporation a California non-profit corporation
By:
By:
ay r Neil cread P i nt BGCR
ATTEST:
Cit Jerk
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On MaA Z P qt) ciS7 before me, Linda Emmerson, Notary Public for the State of
California, personally appeared Neil Macready
F11 personally known to me- OR -
proved to me on the basis of satisfactory evidence to be the persono whose name(4 is/are-
subscribed to the within instrument and acknowledged to me that he/sho4he executed the same in
his4wAheir authorized capacity(4#&4, and that by his/4@94heip signatureo on the instrument the
person}, or the entity upon behalf of which the person" acted, executed the instrument,
— — — — — — — —
`-—00"I WITNESS my hand and official seal.
Lit"MAEON
COM0131on*14906UWO
Nokvy PWAc-C*#1omjo
"Mmowcoumv Signature:
mem",b""Aw"16,
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO SS
CITY OF REDLANDS
By the authority granted under Chapter 4, Article 3, Section 1181, of the California Civil Code, and
Chapter 2, Division 3, Section 40814, of the California Government Code, on May 3, 2005, before
me, Beatrice Sanchez, Deputy City Clerk, on behalf of Lorrie Poyzer, City Clerk of the City of
Redlands, California, personally appeared Susan Peppler and Lorrie Poyzer { XI personally known
to me - or - I I proved to me on the basis of satisfactory evidence to be the persons whose names)
are subscribed to the within instrument and acknowledged to me that they executed the same in their
authorized capacities and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
t
aor
S� LORRIE POYZER, CITY CLERK
1888
By:
Beatrice Sanchez, Deputy City Clerk
rttt (909)7/98-753)1
CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for oneself/themselves
Corporate Officer(s)
Title(s)
Company
Partner(s)
Partnership
Attorney-In-Fact
Principal(s)
Trustee(s)
Trust
x Other
Title(s): Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation
------------------------------------------
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
Title or Type of Document: Memorandum of Ground Lease Agreement
Date of Document: May 3, 2005
Signer(s) Other Than Named Above: Neil Macready
Parcel No. 1 :
That portion of the Northeast 1/4 of the Northwest 1/4 of the Northeast 1/4 of the
Southwest 1/4 of Section 22, Township 1 South, Range 3 West, more particularly
described as follows:
Beginning at the intersection of the South line of Lugonia Ave., with the West line of Clay
Street; thence West on the South line of Lugonia Ave. 134.2 feet; thence South parallel
with Clay Street, 146.5 feet; thence at right angles East 134.2 feet to the West line of
Clay Street: thence North along the West line of said Street 146.5 feet, to the point of
beginning.
Parcel No. 2:
That portion of the Northeast 1/4 of the Northwest 1/4 of the Northeast 1/4 of the
Southwest 1/4 of Section 22, Township 1 South Range 3 West, San Bernardino Base and
Meridian, in the City of Redlands, County of San Bernardino, State of California, as per
Government Survey, described as follows:
Beginning at a point 146.5 feet South of the Southwest corner of Lugonia Avenue and
Clay Street; thence South 150 feet to a point on the West side of Clay Street; thence West
134.2 feet; thence North 150 feet; thence East 134.2 feet to the point of beginning.
Assessor's Parcel No: 167-242-15,16,17
EXHIBIT 44A"
GROUND LEASE
This Lease is entered into on this 3rd day of May, 2005 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("Landlord"), and the Boys and Girls
Club, a California non-profit corporation ("Tenant").
A. Landlord is the owner of certain real property located in the City of Redlands
identified as County of San Bernardino Assessor's Parcel Numbers 0167-242-15,16 and 17 (the
"Premises").
B. Tenant desires to lease the Premises for the purpose of constructing a "Boys and
Girls Club" building, an appurtenant parking area and other related improvements (collectively,
the "Improvements) on the Premises as set forth in this Lease.
ARTICLE 1. LEASE OF PREMISES AND TERM OF LEASE
Section 1.01. Aueement to Lease. In consideration of the rents to be paid and covenants
to be performed by Tenant, Landlord hereby leases the Premises to Tenant on the terms and
conditions set forth in this Lease. Except as expressly otherwise provided in this Lease, the
Premises includes the real property plus any appurtenances and easements described in Exhibit
"A" of this Lease, exclusive of any improvements now or hereafter located on the Premises,
notwithstanding that any such improvements may or shall be construed as affixed to and as
constituting part of the described Premises and without regard to whether ownership of the
improvements is in the Landlord or in the Tenant.
Section 1.02. Tenn. The term of this Lease shall be for a period of fifty-five (55) years,
commencing on the Effective date of this Lease, unless terminated earlier as provided in this
Lease. Tenant shall have the right to renew this Lease for an additional term of fifty-five (55)
years, by providing ninety (90) days written notice to Landlord prior to the end of the Tenn of
this Lease.
Section 1.03. No Partnership of Joint Venture. Nothing in this Lease shall be construed to
render the Landlord in any way or for any purpose a partner, joint venturer or associate in any
relationship with Tenant other than that of Landlord and Tenant, nor shall this Lease be
construed to authorize either to act as agent for the other.
ARTICLE 2. RENT
Section 2.01. 'Minimum Rent. Tenant shall pay to Landlord annual rent ("Rent") for each
year during the term of this Lease in the amount of S 1.00 per year.
Section 2.02. Time and Place for Pavinent of Rent. All Rent shall be paid by Tenant on
an annual basis on the Effective Date of this Lease and every anniversary date of the Effective
Date thereafter. The Rent shall be paid to Landlord at the office of the City Manager, City Hall,
35 Cajon Street, Suite 200 (P.O. Box 3005 mailing), Redlands, California or any other place that
Landlord may designate by written notice to Tenant.
ARTICLE 3. USE OF PREMISES
Section 3.01. Permitted Use. Tenant shall use the Premises solely for the purpose of
constructing and operating a "Boys and Girls Club." Tenant shall not change the use of the
Premises without obtaining the prior written consent of Landlord.
Section 3.02. Compliance With Laws, Tenant shall, at Tenant's own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental entities
relating to the use and occupancy of the Premises, whether those statutes. ordinances, regulations
and requirements are now in force or are subsequently enacted. If any license, pen-nit or other
governmental authorization is required for the lawful use or occupancy of the Premises, Tenant
shall procure and maintain it throughout the term of this Lease. The judgment of any court of
competent jurisdiction or the admission by Tenant in a proceeding brought against Tenant by any
governmental entity that Tenant has violated any such statute, ordinance, regulation or
requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds
for termination of this Lease by Landlord.
Section 3.03. Prohibited Uses. Tenant shall not use or permit the Premises to be
improved, developed, used or occupied in any manner or for any purpose that is in any way in
violation of any law, ordinance or regulation of any federal, state, county or local governmental
agency, body or entity. Furthermore, Tenant shall not maintain, commit or pen-nit the
maintenance or commission of any nuisance as now or hereafter defined by any statutory or
decisional law applicable to the Premises.
ARTICLE 4. TAXES AND UTILITIES
Section 4.01. Tenant to Pay Taxes.
A. Tenant shall pay during the term of this Lease, without abatement, deduction or
offset, any and all real and personal property taxes, general and special assessments and other
charges (including any increase caused by a change in the tax rate or by a change in assessed
valuation) of any description levied or assessed during the term of this Lease by any
governmental agency or entity on or against the Premises, the Improvements located on the
Premises, personal property located on or in the Premises or Improvements and the leasehold
estate created by this Lease.
B. Possessory Interest Tax. Tenant shall pay any and all taxes and assessments
which may, during the Tenn of this lease, be levied or assessed on the personal property or
business owned by Tenant and located on the Premises. Tenant acknowledges and agrees that, in
accordance with California Revenue and Taxation section 107.6, the Premises may be subject to
property taxation and that Tenant may be deemed to have a possessory interest in such property
and may be subject to the payment of property taxes levied on such interest.
Section 4.02. Payment BeforeDelinquency. All taxes and assessments and installments
of taxes and assessments required to be paid by Tenant under this Lease shall be paid by Tenant
at least ten (10) days before each such tax, assessment or installment of tax or assessment
becomes delinquent. On the written request of Landlord, Tenant shall deliver to Landlord the
official and original receipt evidencing the payment of any taxes, assessments and other charges
required under this Article.
Section 4.03. Tax Returns and Statements. Tenant shall, as between Landlord and
Tenant, have the duty of attending to, preparing, making and filing any statement, return, report
or other instrument required or permitted by law in connection with the determination,
equalization, reduction or payment of any taxes, assessments or other charges that are or may be
levied on or assessed against the Premises, the Improvements located on the Premises, personal
property located on or in the Premises or Improvements and the leasehold estate created by this
Lease.
Section 4.04. Tax Hold-Harmless Clause. Tenant shall defend against, indemnify and
hold Landlord and the property of Landlord, including the Premises and any Improvements now
or hereafter located on the Premises, free and harmless from any liability, loss or damage
resulting from any taxes, assessments or other charges required by this Article to be paid by
Tenant and from all interest, penalties and other sums imposed thereon and from any sales or
other proceedings to enforce collection of any such taxes, assessments or other charges.
Section 4.05. Utilities. Tenant shall pay or cause to be paid, and hold Landlord and the
property of Landlord including the Premises free and harmless from all charges for the
furnishing of gas, water, electricity, telephone service and other public utilities to the Premises
during the term of this Lease and for the removal of garbage and rubbish from the Premises.
Section 4.06. Payment by Landlord. Should Tenant fail to pay within the time specified
in this Article any taxes, assessments or other charges Landlord may, without notice to or
demand on Tenant, pay, discharge or adjust that tax, assessment or other charge for the benefit of
Tenant. In that event, Tenant shall promptly on written demand of Landlord reimburse Landlord
for the full amount paid by Landlord in paving, discharging or adjusting that tax, assessment or
other charge together with interest thereon at the then-maximum legal rate from the date of
payment by Landlord until the date of repayment by Tenant. If this Article does not specify the
time within which Tenant must pay any charge required by this Article, Tenant shall pay that
charge before it becomes delinquent.
ARTICLE 5. CONSTRUCTION BY TENANT
Section 5.01. Duty to Construct. Tenant shall, at Tenant's sole cost and expense,
construct or cause to be constructed on the Premises, a Boys and Girls Club in the manner and
according to the terms and conditions specified in this Article.
Section 5.02. Requirement of Landlord's Written Approval. No structure or other
improvement of any kind shall be constructed on the Premises unless and until the plans,
specifications and proposed location of that structure or improvement have been approved in
writing by Landlord. Furthermore, no structure or other improvement shall be constructed on the
Premises that does not comply with plans, specifications and locations approved in writing by
Landlord.
Section 5.03. Preparation and Submission of Plans. Tenant shall. at Tenant's own cost
and expense, engage a licensed architect or engineer to prepare plans and specifications for the
Boys and Girls Club and shall submit to Landlord for approval drawings and materials in the
form of plans, elevations, sections and rendered perspectives sufficient to convey the
architectural design of the Boys and Girls Club.
Section 5.04. All Work on Written Contract. All work required in the construction of the
Boys and Girls Club, including any site preparation work, landscaping work and utility
installation work, as well as actual construction work on the Boys and Girls Club, shall be
performed only by competent contractors licensed under the laws of the State of California and
shall be performed pursuant to written contracts with those contractors. Each such contract shall
provide that the final payment under the contract due to the contractor shall be in an amount
equaling at least ten (10) percent of the full amount payable under the contract and shall not be
paid to contractor until whichever of the following last occurs:
(a) The expiration of thirty five (35) days from the date of recording by Tenant as
owner of a Notice of Completion of the Boys and Girls Club, Tenant agreeing to record that
Notice of Completion promptly within the time specified by law for the recording of that notice;
or
(b) The settlement and discharge of all liens of record claimed by persons who
supplied either labor or materials for the construction of the Boys and Girls Club.
Section 5.05. Performance and Lien Bonds. Each contractor engaged by Tenant to
perform any services for construction of the Boys and Girls Club, including any construction,
site preparation, utility installation, landscaping or parking lot construction services, shall furnish
to Tenant, who shall deliver copies to Landlord, at the contractor's own expense at the time of
entering a contract with Tenant for those services:
(a) A bond issued by a corporate surety authorized to issue surety insurance in
California in an amount equal to one hundred (100) percent of the contract price payable under
the contract securing the faithful performance by the contractor of its contract with Tenant; and
(b) A bond issued by a corporate surety authorized to issue surety insurance in
California in an amount equal to one hundred (100) percent of the contract price payable under
the contract securing the payment of all claims for the performance of labor or services on or the
furnishing of materials for, the performance of the contract.
Section 5.06. Compliance With Law and Standards. The Boys and Girls Club shall be
constructed, all work on the Premises shall be performed and all buildings or other
improvements on the Premises shall be erected in accordance with all valid laws,ordinances,
regulations and orders of all federal, state, county or local governmental agencies or entities
having jurisdiction over the Premises; provided, however, that any structure or other
improvement erected on the Premises, including the Boys and Girls Club, shall be deemed to
have been constructed in full compliance with all such valid laws, ordinances, regulations and
orders when a valid final Certificate of Occupancy entitling Tenant to occupy and use the
structure or other improvement has been duly issued by proper governmental agencies or entities.
All work performed on the Premises pursuant to this Lease or authorized by this Lease shall be
done in a good workmanlike manner and only with new materials of good quality and high
standard.
Section 5.07. 'Mechanics' Liens. At all times during the term of this Lease, Tenant shall
keep the Premises and all improvements now or hereafter located on the Premises free and clear
of all liens and claims of liens for labor, services, materials, supplies or equipment performed on
or furnished to the Premises. Should Tenant fail to pay and discharge or cause the Premises to
be released from any such lien or claim of lien within twenty(20) days after service on Tenant of
written request from Landlord to do so, Landlord may pay, adjust, compromise and discharge
any such lien or claim of lien on any terms and in any manner that Landlord may deem
appropriate. In that event, Tenant shall, on or before the first day of the next calendar month
following any such payment by Landlord, reimburse Landlord for the full amount paid by
Landlord in paying, adjusting, compromising and discharging that lien or claim of lien,
including any attorneys' fees or other costs expended by Landlord, together with interest at the
then-maximum legal rate from the date of payment by Landlord to the date of repayment by
Tenant.
Section 5.08. Zoning and Use Permits. Should Tenant deem it necessary or appropriate
to obtain any use permit, variance or rezoning of the Premises in order to construct or operate
the Boys and Girls Club, Landlord agrees to execute any documents that may be necessary or
appropriate to execute in the name and on behalf of Landlord any such documents; provided,
however, that any such permits, variances or rezoning shall be obtained at the sole cost and
expense of Tenant.
Section 5.09. Ownership of Improvements. Title to all Improvements, including the Boys
and Girls Club, to be constructed on the Premises by Tenant shall be owned by Tenant until
expiration of the term or earlier termination of this Lease. All Improvements, including the
Boys and Girls Club, on the Premises at the expiration of the term or earlier termination of this
Lease shall, without compensation to Tenant, then automatically and without any act of Tenant
or any third party become Landlord's property. Tenant shall surrender the Improvements to
Landlord at the expiration of the term or earlier termination of this Lease, free and clear of all
liens and encumbrances, other than those, if any, permitted under this Lease or otherwise created
or consented to by Landlord. Tenant agrees to execute, acknowledge and deliver to Landlord
any instrument requested by Landlord as necessary in Landlord's opinion to perfect Landlord's
right, title and interest to the Improvements and the Premises.
ARTICLE 6. REPAIRS AND RESTORATION
Section 6.01. Maintenance by Tenant. During the term of this Lease Tenant shall, at
Tenant's own cost and expense, keep and maintain the Premises, all Improvements and all
appurtenances (including landscaped and parking areas) now or hereafter on the Premises in a
first-class condition, in good order and repair and in a safe and clean condition.
Section 6.02. Requirements of Governmental Agencies. During the term of this Lease,
Tenant, at Tenant's own cost and expense, shall:
(a) Make all alterations, additions or repairs to the Premises or the Improvements on
the Premises required by any valid law,ordinance, statute order or regulation now or hereafter
made or issued by any federal, state, county, local or other governmental agency or entity;
(b) Observe and comply with all valid laws,ordinances, statutes orders and
regulations now or hereafter made or issued respecting the Premises or the Improvements on the
Premises by any federal, state, county, local or other governmental agency or entity;
(c) Indemnify and hold Landlord and the property of Landlord, including the
Premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims and
actions resulting from Tenant's failure to comply with and perform the requirements of this
Section.
Section 6.03. Tenant's Duty to Restore Premises. If at any time during the term of this
Lease, any Improvements now or hereafter on the Premises are destroyed in whole or in part by
fire, theft, the elements or any other cause not the fault of Landlord, this Lease shall continue in
full force and effect and Tenant, at Tenant's own cost and expense, shall repair and restore the
damaged Improvements. Any restoration by Tenant shall comply with original plans for the
Improvements described in Article 5, or except as may be otherwise modified by Tenant and
approved in writing by Landlord. The work of repair and restoration shall be commenced by
Tenant within one hundred twenty(120) days after the damage or destruction occurs and shall be
completed with due diligence not later than one (1) year after the work is commenced. In all
other respects, the work of repair and restoration shall be done in accordance with the
requirements for original construction work on the Premises set forth in Article 5 of this Lease.
Tenant's obligation for restoration described in this Section shall exist whether or not funds are
available from insurance proceeds.
Section 6.04. Option to Terminate Lease for Destruction. Notwithstanding Section 6.03
of this Lease, Tenant shall have the right to terminate this Lease if the Improvements are
damaged or destroyed by a casualty for which Tenant is not required under this Lease to carry
insurance and the cost to repair or restore the damaged or destroyed Improvements exceeds firty
(50) percent of the fair market value of the Improvements immediately prior to the damage or
destruction.
Section 6.05. Application of Insurance Proceeds. Any and all fire or other insurance
proceeds that become payable at any time during the term of this Lease because of damage to, or
destruction of, any Improvements on the Premises shall be paid to Tenant and applied by Tenant
toward the cost of repairing and restoring the damaged or destroyed Improvements.
ARTICLE 7. INDEMNITY AND INSURANCE
Section 7.01. Indemnity Agreement. Tenant shall defend against, indemnify and hold
Landlord and the property of Landlord, including the Premises and Improvements now or
hereafter on the Premises, free and harmless from any and all liability, claims, loss, damages or
expenses resulting from Tenant's occupation and use of the Premises, specifically including,
without limitation, any liability, claim, loss, damage or expense arising by reason of.-
(a) The death or injury of any person, including Tenant or any person who is an
employee or agent of Tenant or by reason of the damage to or destruction of any property,
including property owned by Tenant or by any person who is an employee or agent of Tenant,
from any cause whatever while that person or property is in or on the Premises or in any way
connected with the Premises or with any of the Improvements or personal property on the
Premises;
(b) The death or injury of any person, including Tenant or any person who is an
employee or agent of Tenant or by reason of the damage to or destruction of any property,
including property owned by Tenant or any person who is an employee or agent of Tenant,
caused or allegedly caused by either (1) the condition of the Premises or some building or
improvement on the Premises or (2) some act or omission on the Premises of Tenant or any
person in, on or about the Premises with the permission and consent of Tenant;
(c) Any work performed on the Premises or materials furnished to the Premises at the
instance or request of Tenant or any person or entity acting for or on behalf of Tenant; or
(d) Tenant's failure to perform any provision of this Lease or to comply with any
requirement of law or any requirement imposed on Tenant or the Premises by any duly
authorized governmental agency.
Section 7.02. Liability Insurance. Tenant shall, at Tenant's own cost and expense,
procure and maintain during the entire term of this Lease a broad form comprehensive coverage
policy of public liability insurance issued by an insurance company licensed by the State of
California insuring Tenant and Landlord against loss or liability caused by or connected with
Tenant's occupation and use of the Premises under this Lease in amounts not less than:
(a) One Million ($1,000,000) for injury to or death of one person and, subject to that
limitation for the injury or death of one person, of not less than Two Million ($2,000,000) for
injury to or death of two or more persons as a result of any one accident or incident; and
(b) One Million ($1,000,000) per occurrence for damage to or destruction of any
property.
Section 7.03. Fire and Casualty Insurance. Tenant shall, at Tenant's own cost and
expense, at all times during the term of this Lease, keep all Improvements on the Premises
insured for their full replacement value by insurance companies authorized to do business in the
State of California against loss or destruction by fire and the perils commonly covered under the
standard extended coverage endorsement to fire insurance policies in San Bernardino County.
Section 7.04. Deposit of Insurance With Landlord and Lender. Tenant shall, within 10
days after the execution of this Lease and promptly thereafter when any such policy is replaced,
rewritten or renewed, deliver to Landlord a true and correct copy of each insurance policy
required by this Article of this Lease or a certificate executed by the insurance company or
companies or their authorized agent evidencing that policy or policies.
Section 7.05. Notice of Cancellation of Insurance. Each insurance policy required under
this Article shall contain a provision that it cannot be cancelled for any reason unless at least
thirty (3)0) days prior written notice of the cancellation is given to Landlord and to Lender in the
manner required by this Lease for service of notices on Landlord by Tenant.
ARTICLE 8.ASSIGNMENT AND SUBLEASING
Section 8.01. 'No Assignment Without Landlord's Consent. Tenant may assign this Lease
or any interest in this Lease, subject to the prior written consent of Landlord. Landlord shall not
unreasonably withhold or delay its consent and shall grant consent if the proposed assignee is
financially qualified and has sufficient experience in the operation and management of a "Boys
and Girls Club" to perform all the agreements, undertakings and covenants of this Lease and all
other agreements entered into by Tenant which relate to the management, operation,
maintenance, construction and restoration of the Improvements and the Premises. To assist
Landlord in determining whether or not the proposed assignee is so qualified, Tenant shall
furnish to Landlord at no expense to Landlord, prior to that assignment, detailed and complete
financial statements of the proposed assignee, audited by a certified public accountant
reasonably satisfactory to Landlord (if the proposed transferee causes its statements to be so
audited in its normal course of business), together with detailed and complete information about
the business of the proposed assignee, including its experience in operating a "Boys and Girls
Club." Landlord shall have thirty (30) days after receipt of the information described above to
notify Tenant of whether it consents or does not consent to the proposed assignment. Absent any
such notification by Landlord during the thirty (30) day period, Landlord shall be conclusively
deemed to have consented to the assignment. A consent by Landlord to one assignment shall
not be deemed to be a consent to any subsequent assignment. Any assignment made contrary to
the terms of this Section shall be null and void unless otherwise permitted by this Article.
ARTICLE 9. DEFAULT AND REMEDIES
Section 9.01. Continuation of Lease in Effect. Should Tenant breach this Lease and
abandon the Premises prior to the natural expiration of the term of this Lease, Landlord may
continue this Lease in effect by not terminating Tenant's right to possession of the Premises, in
which event Landlord shall be entitled to enforce all Landlord's rights and remedies under this
Lease, including the right to recover the Rent specified in this Lease as it becomes due under
this Lease.
Section 9.02. Termination and Unlawful Detainer. In the event of a Tenant default
under this Lease, Landlord may terminate this Lease by written notice to Tenant and:
(a) Bring an action to recover from Tenant:
1. The worth at the time of award of the unpaid Rent that had been earned at
the time of termination of the lease; and
2. Any other amount necessary to compensate Landlord for all detriment
proximately caused by Tenant's failure to perform Tenant's obligations under this Lease;
and
(b) Bring an action, in addition to or in lieu of the action described in subparagraph
(a) of this Section, to reenter and regain possession of the Premises in the manner provided by
the laws of unlawful detainer of the State of California then in effect.
Section 9.03. Breach and Default by Tenant. All covenants and agreements contained in
this Lease are declared to be conditions to this Lease and to the term hereby leased to Tenant.
Should Tenant fail to perform any covenant, condition or agreement contained in this lease and
the default not be cured within thirty (30) days after written notice of the default is served on
Tenant by Landlord, then Tenant shall be in default under this Lease. In addition to Tenant's
failure to perform any covenant, condition or agreement contained in this lease within the cure
period permitted by this Section, the following shall constitute a default by Tenant under this
Lease:
(a) The appointment of a receiver to take possession of the Premises or
Improvements or of Tenant's interest in, to and under this Lease, the leasehold estate or
of Tenant's operations on the Premises for any reason, including, without limitation,
assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings,
when not released within sixty(60) days;
(b) An assignment by Tenant for the benefit of creditors; or the voluntary
filing by Tenant or the involuntary filing against Tenant of a petition, other court action
or suit under any law for the purpose of(1) adjudicating Tenant a bankrupt, (2) extending
time for payment,
, (3) satisfaction of Tenant's liabilities or (4) reorganization, dissolution
or arrangement on account of or to prevent, bankruptcy or insolvency; provided,
however, that in the case of an involuntary proceeding, if all consequent orders,
adjudications, custodies and supervisions are dismissed, vacated or otherwise
permanently stayed or terminated within ninety (90) days after the filing or other initial
event, then Tenant shall not be in default under this Section.
(e) The subjection of any right or interest of Tenant to or under this Lease to
attachment, execution or other levy or to seizure under legal process when the claim
against Tenant is not released within ninety(90) days.
Section 9,04. Cumulative Remedies. The remedies given to Landlord in this Article shall
not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter
allowed by law and elsewhere provided in this Lease.
Section 9.05. Waiver of Breach. The waiver by Landlord of any breach by Tenant of any
of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any
subsequent breach by Tenant of either the same or a different provision of this Lease.
Section 9.06. Surrender of Premises. On expiration or earlier termination of this Lease,
Tenant shall surrender the Premises and all Improvements in or on the Premises to Landlord in as
good, safe and clean condition as practicable, reasonable wear and tear excepted.
ARTICLE 10. MISCELLANEOUS
Section 10.01. Force Majeure. Except as otherwise expressly provided in this Lease, if
the performance of any act required by this Lease to be performed by either Landlord or Tenant
is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to
secure materials, restrictive governmental laws or regulations or any other cause (except
financial inability) not the fault of the party required to perform the act, the time for performance
of the act will be extended for a period equivalent to the period of delay and performance of the
act during the period of delay will be excused. However, nothing contained in this section shall
excuse the prompt payment of rent by Tenant as required by this Lease or the performance of
any act rendered difficult or impossible solely because of the financial condition of the party
required to perform the act.
Section 10.02. Attorneys' Fees. In the event any action or proceeding is commenced
between the parties to this Lease concerning the Premises, this Lease or the rights and duties of
either in relation thereto, the party prevailing in such action or proceeding shall be entitled, in
addition to any other relief that may be granted, to a reasonable sum as and for that party's
attorneys' actual fees.
Section 10.03. Notices to Landlord. Except as otherwise expressly provided by law, all
notices or other communications required or permitted by this Lease or by law to be served on or
given to Landlord by Tenant or any Lender described in Article 6 of this Lease shall be in
writing and shall be deemed duly served and given when personally delivered to Landlord, or, in
lieu of personal service, when deposited in the United States mail, first-class postage prepaid,
addressed to Landlord at City Manager, City of Redlands, P.O. Box 3005, Redlands California
92373. Landlord may change Landlord's address for the purpose of this section by giving
written notice of that change to Tenant in the manner provided in Section 10.04;
Section 10.04. Notices to Tenant. Except as otherwise expressly provided by law, any
and all notices or other communications required or permitted by this Lease or by law to be
served on or given to Tenant by Landlord shall be in writing and shall be deemed duly served
and given when personally delivered to Tenant, any managing employee of Tenant or, in lieu of
personal service, when deposited in the United States mail, first-class postage prepaid, addressed
to Tenant at P.O. Box 8416, Redlands, CA 92375. Tenant may change its address for the
purpose of this section by giving written notice of that change to Landlord in the manner
provided in Section 10.03 of this Lease.
Section 10.05. Governing, Law. This Lease, and all matters relating to this Lease, shall be
governed by and construed in accordance with the laws of the State of California.
Section 10.06. Binding on Heirs and Successors. This Lease shall be binding on and
shall inure to the benefit of the successors and assigns of the parties hereto.
Section 10.07. Partial Invalidity. If any provision of this Lease is held by a court of
competent jurisdiction to be either invalid, void or unenforceable, the remaining provisions of
this Lease shall remain in full force and effect unimpaired by the holding.
Section 10.08. Sole and Only Agreement. This instrument constitutes the sole and only
agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to
Tenant, the construction of the Boys and Girls Club described in this Lease on the Premises and
the lease terms set forth in this Lease and correctly sets forth the obligations of Landlord and
Tenant to each other as of its date. Any agreements or representations respecting the Premises,
their leasing to Tenant by Landlord or any other matter discussed in this Lease not expressly set
forth in this instrument are null and void.
Section 10.09. Time of Essence. Time is expressly declared to be of the essence of this
Lease.
Section 10.10. Memorandum of Lease for Recording. Landlord shall execute a
memorandum of this Lease for purposes of and in a form suitable for recordation. The
memorandum of this Lease shall describe the parties, set forth a description of the leased
premises, specify the term of this Lease and incorporate this Lease by reference.
EXECUTED on May 3, 2005, at Redlands, California.
LANDLORD ATTEST:
Suso/Peppler, Mayor Lorrie Poyzer, CiWWerk
TENANT
vs
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By: VDate
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