HomeMy WebLinkAboutContracts & Agreements_200-2007_CCv0001.pdf Recorded in Official Records,Connty of San Bernardino 1111412007
2:46 PM
LARRY WALKER
;gam AtlditlsrlGontralter — Recorder
R Regular Mail
Recording requested by
and when recorded Doc# 2007—0631714 Titles: Pages;; 17
Mail To:: Fees 0:ee
Taxes 0.e6
ether �.�0
PAID
City Clerk
City of Redlands
P.O. Box 3005
Redlands, CA 92373
_ IjIgg (THIS SPACE FORRECORDER'S USE ONLY)
ER GOVER MEN'T CODE
SECT!ON 6103
LEASE
This Lease is entered into on this hu` dayof November, 2007, by and between the City of
Redlands, a municipal corporation ("Landlord") and the Boys and Girls Club, a California non-
profit corporation ("Tenant"). Landlord and Tenant are sometimes individually referred to
herein as a"Party" and, together, as the ``Parties,"
RECITALS
A. Whereas, Landlord is the owner of certain real property located in the City of
Redlands and identified as County of San Bernardino Assessor's Parcel Numbers 0167-242-
15,16
167-242-15,1 and 17 (the'"Premises"), and
B Whereas, Tenant desires to lease the Premises from Landlord for the purpose of`
operating a"Boys and Girls Club;" and
C. Whereas. Landlord is willing to lease the Premises to Tenant in accordance with
the terms and conditions of this Lease;
Now, thcret'ore in consideration of the mutual promises contained herein. the City of
Redlands and the Boys and Girls Club agree as follows:
WNI/Aggree,/Boys Girls Club Lease 1
10/11/07 1125 8111
AGREEMENT
ARTICLE 1. LEASE OF PREMISES AND TERM OF LEASE
Section 1.011. Agreement to Lease. In consideration of the rent to be pari and the
covenants to be performed by Tenant, Landlord hereby leases the Premises to Tenant on the
terms and conditions set forth in this Lease.
Section 1.012. Effective Date/Term. This Lease shall became effective on the date
Landlord issues a certificate-of occupancy for Tenant for the "Boys and Girls Club" building
located upon the Premises (the "Effective Date"). The term of this. Lease shall be for a period o
three (3)months, commencing on the Effective Date of this Lease, and may thre fter continue on
a month to month basis subject to termination by either Party upon thirty (30) days prior written
notice to the ether Party as provided for herein.
Section 1.013. No Partnership of Joint Venture. Nothing in this Lease shall be construed to
render 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 rent ("Rent.") for each year
during the term of this Lease in the amount of 1.0 0 per year.
Section 2.02. Time and Place for Payment of Rent, All Rent shall be paid by Tenant on
an annual basis with the initial payment due within ten(10 ) days after the Effective mate of this
Lease and subsequent payments due on or before each anniversary data 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 2001 (P.O. Box 30)0)5 mailing), Redlands, California or any other place that
Landlord may designate by written notice to Tenant.
ARTICLE 3. USE OF PREMISES
Section.. 3.011. Permitted Use. Tenant shall use the Premises solely for the purpose of
operating a "'Boys and Girls Club" and ancillary uses reasonably associated with 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, permit or other
governmental authorization is required for the lawful use or occupancy of the Premises, Tenant'
2
shall procure and maintain such license, permit or authorization 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 byany 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 permit 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 Par Taxes:
A. During the term of this Lease, Tenant shall pay 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
goveriu-nental agency or entity on or against the Premises, the improvements located on the
Premises, personal property located on or in the Premises and the leasehold estate created by this
Lease.
B. Possessory Interest Tax. Tenant shall pay any and all taxes andassessments
which may, during the Term 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 the Premises
and may be subject to the payment of property taxes levied on such interest.
Section 4.02. Payment Before Delinquency. 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 Linder 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 and the leasehold estate created by this Lease.
3
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 Landlord7, 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 paying, 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.
Section 4.07. 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.
ARTICLE 5. IMPROVEMENTS,MAINTENANCE AND REPAIRS
Section 5.01. Maintenancgby Tenant. During the term of this Lease Tenant shall, at
Tenant's own cost and expense, keep and maintain the Premises (including landscaped and
parking areas) in a first-class condition, in good order and repair and in a safe and clean
condition.
Section 5.02. Requirements of Governmental-A, encies. During the term of this Lease,
'tenant, at Tenant's own cost and expense, shall:
4
(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; and
(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 perfon-ii the requirements of this
Section.
Section 5.03 Premises. Tenant shall, at its own cost, maintain the Premises and all
improvements thereon in good order and repair, present condition and reasonable wear and tear
excepted, except as provided in subparagraph(a) of this Section. Landlord shall have the right to
enter the Premises, at reasonable times, for inspection and maintenance purposes. Should an
inspection disclose the need for maintenance or repairs, Landlord shall provide Tenant with
written notice of the items requiring such maintenance or repair. If remedial action is not taken
on such items by Tenant within thirty (30) days from the provision of such notice, Landlord may
enter the Premises and take whatever reasonable action is necessary to perform such
maintenance or repairs at Lessee's expense. Tenant shall also be responsible for any costs of any
repairs to the structural elements of the Premises caused by Tenant's or its employees', agents'
and invitees' actions during the term of this Lease.
(a) Landlord shall be responsible for the maintenance and repair of all of the
structural elements and the plumbing, electrical and mechanical systems of the Premises.
"Structural Elements" shall include the roof, gutters, downspouts, walls, doors, windows, stairs,
structural supports and the foundation of the Premises.
(b)< On the expiration or earlier termination of this Lease, Tenant shall promptly
surrender and deliver the Premises to Landlord in,as good condition as the Premises are in on the
Effective date of this Lease, excluding reasonable wear and tear.
Section 5.04 lin-orovements. Tenant shall not make any improvements to the Premises
without the prior written consent of Landlord except that, after making reasonable attempts to
contact Lessor for its approval, Tenant may undertake minor maintenance and repairs to the
Premises which Tenant reasonably determines are immediately necessary to protect against
injury to persons or property. Within three days of performing any minor maintenance or repairs
not verbally approved by Landlord, Tenant shall provide written notification to Landlord of the
same. All Tenant proposals for improvements shall be submitted in writing to Landlord for its
consideration and prior approval. Landlord shall approve or disapprove such proposals within
twenty (20) days of their submission. Tenant shall have the right to remove all improvements
made by it to the Premises provided such removal results in no damage to the Premises.
Improvements not removed by Tenant shall, on expiration or earlier termination of this Lease,
remain on the Premises and become the property of Landlord.
5
ARTICLE 6. INDEMNITY AND INSURANCE
Section6,01, Indemnity. 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.
(e) The provisions of this Article 6 shall survive any termination or expiration of the
Lease.
Section 6.02. 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 Dollars ($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 Dollars
($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 Dollars ($1,000,000) per occurrence for damage to or destruction of
any property.
Section 6.03. 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 extendedcoverage endorsement to fire insurance policies in San Bernardino County.
6
Section 6.04. Deposit of Insurance With Landlord and Lender. Tenant shall, within ten
(10) days after the Effective Date 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 6.05. 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 (30) 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 7.ASSIGNMENT AND SUBLEASING
Section 7.01. No Assisannient 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 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 8. DEFAULT AND REMEDIES
Section 8.01, 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 8.02. Termination and Unlawful Detainer. In the event of a Tenant default
tinder this Lease, Landlord may terminate this Lease by written notice to Tenant and:
(a) Bring an action to recover from Tenant:
7
1. The worth at the time of award of the unpaid Rent that had been earned at
the time of termination of this 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)
ubparagraph(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 8.03. 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 for which the Premises are
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 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.
(c) 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 8.04, _CumulativeRemedies. 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 8.05. 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.
8
Section 8.06. 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 9.MISCELLANEOUS
Section 9.01. Attorneys' Fees. In the event any action or proceeding is commenced
between the Parties 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 Partys attorneys' actual
fees, including fees for use of in-house counsel by a Party.
Section 9.02. 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 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 10.03;
Section 9.03. 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 10.02 of this Lease.
Section 9.04. 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 9.05. Binding onHeirs and Successors. This Lease shall be binding on and shall
inure to the benefit of the successors and assigns of the Parties.
Section 9.06. 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 fall force and effect unimpaired by the holding.
9
Section 9.07. Sole and Only Agreement. This instrument constitutes the sole and only
agreement between Landlord and Tenant respecting the Premises and the leasing of the Premises
to Tenant, 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 9.08. Termination upon Sale of Premises. Landlord and Tenant acknowledge
that, as of the date of this Lease, the Parties are in discussions relating to Landlord's sale of the
Premises to Tenant. In the event Landlord and Tenant effectuate such a sale, this Lease shall
automatically terminate without any further action by the Parties.
Section 9.09. Time of Essence. Time is expressly declared to be of the essence of this
Lease.
EXECUTED on November 6, 2007, at Redlands, California.
LANDLORD (CITY OF REDLANDS) ATTEST:
,Mayor L,orrie Poyz' Clerk
TENANT (BOYS AND GIRLS CLUB)
r
By: c Date
10
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO ) S
CITY OF REDLANDS
By the authority granted under Chapter 4, Article 3, Section 1.181, of the California Civil i Codas, and
Chapter 2, Division 3, Section 40814, of the CaliforniaGovernment Code on November 6, 2007,
before me, Teresa Ballinger, Assistant City Clerk, on behalf of Lorric Poyzer, City Clerk of the City
of Redlands, California, personally appeared ,Jon Harrison, Mayor and Lorrie P yzer, City
Clerk X personally known to me or 'r proved to nye on the basis of satistactory evidence to
be the persons whose names are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorizedcapacitiesand than by their signatures on the instrument
the<persons, or the entity upon behalf of which the persons acted, executed the instrument.
t ttar� e i WITNESS my hand and official seal.
n
LORRIE l'OY7ER Cl`la'Y CI.FIK
�
Teresa Ballinger, Assistant City CW
(909)798-7531
CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for oneself/themselves
r Corporate Officer(s)<
Titles}
Company
l
Partner(s) _
Partnership
Attorney-Ira-Fact
Principal(s)
Trustee(s)
Trust
x } Other
Title(;)': Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation
THIS C11R`IFIC 1 FE MUSTBE A'fTAC;HE'D ` O THE DOCtJMENT DESCRIBED C RIBED Bl:1r.OW
Title or Type:of Document: I-ease Agreement - boys and Girls C Cub,"Fenaa t
Date. of Document: November Ca, 2007
Sigrner(s) Cather Than Named Above: Boys and Girls Club; by: P.T. McEwen, Chief Professional
Officer