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HomeMy WebLinkAboutContracts & Agreements_198-2014_CCv0001.pdf Recorded In Official Records,County of San Bernardino 11106/2014 DENNIS DRAEGER 1:39 PM couHrY CA 48AYIfP�tNARDLVT ASSESSOR — RECORDER — CLERK SAN C Priority Mail Recording Requested by titles: 1 Pa and when Recorded mail to: Door: 2Q14—0417601 Pages: 9 City Clerk I Fees 0.00 City of Redlands ITaxes 0.00 ! Other 0.00 PO Box 3005 f I l PAID $0.00 Redlands, CA 92373 FEES NOT REQUIRED LEASE AGREEMENT PER GOVERNMENT CODE SECTION fiO3 Is Lease Agreement ("Lease") is made and entered into this 7th day of October, 2014 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("Lessor"), and the Redlands Theatre Festival, a non-profit corporation ("Lessee"). Lessor and Lessee are sometimes individually referred to herein as a"Party"and, together, as the"Parties." In consideration of the mutual promises contained herein, and for such other good and valuable consideration the receipt of which is hereby acknowledged, the City of Redlands, and the Redlands Theatre Festival, agree as follows: Section 1. Premises. Lessor hereby leases to Lessee that certain building commonly known as the "Carriage House" located in Prospect Park in the City of Redlands (the "Premises"). The Premises are more particularly described in Exhibit "A," which is attached hereto and incorporated herein by this reference. Lessor and Lessee will have mutual use of the Pavilion,located adjacent to the Premises. Section 2. Term. The initial term of this Lease shall be for a period of five (5) years commencing on this Lease's Effective Date. Lessee shall have the option to extend the initial term of this Lease for two (2) successive five(5) year terms (each a "renewal term), on the same terms and conditions as this Lease. Lessee may exercise such option by providing not less than thirty (30)days written notice to Lessor prior to the expiration of the initial term of this Lease, or the then-expiring renewal term of this Lease. The initial term and any renewal terms are collectively referred to herein as the Term of this lease. Section 3. Rent. Lessee shall pay Lessor rent in the sum of Ten Dollars ($10.00) ("Rent") per year for use and occupancy of the Premises. In addition to Rent, Lessee shall pay Lessor twenty-five percent (25%) of the net revenue Lessee receives from any events held by for-profit organizations at the Premises, and ten percent(10%) of the net revenue Lessee receives from any events held by non-profit entities at the Premises (the "Event Proceeds"). For the purpose of this Agreement, net revenue shall equal gross revenue less the total expenses for an event. Lessor shall have the right to review Lessee's books and record and reserves the right to request a financial accounting of all events for the purpose of verifying the Event Proceeds. Further, if Lessee subleases or rents the "apartment" within the Premises to a caretaker for the Premises, Lessee shall pay Lessor twenty-five percent(25%) of the rent received by Lessee from such sublease or rental ("Sublease Rent"). The Rent shall be payable within ten (10) days of the Effective Date of this Lease and, thereafter on or before the anniversary date of the Effective Date of this Lease. Lessor shall have the right to review and approve the terms of such release prior to tenant occupancy. The Event Proceeds and the Sublease Rent shall be payable quarterly, on or before each March 30, June 30, September 30, and December 31, each year during the 1Acaldjm\AgreementslCarriage House Lease 9_Ib.I4.doe 1 Term of this Lease. The Rent and Event Proceeds shall be payable at the office of Lessor at 35 Cajon Street, Redlands, California 92373. Section 4. Use of Premises. A. During the Term of this Lease the Premises shall be used by Lessee for the purpose of fund raising events for Lessee's business and operations, the subleasing or rental of the "apartment" within the Premises to a caretaker for the Premises, and any other use associated with or necessary to accomplish these purposes. B. During the Term of this Lease, Lessee shall retain the right to use of the Premises for itself and for third party bookings sponsored by Lessee for a variety of purposes. No third party bookings may be reserved during Lessee's use of the adjacent theater facility associated with its Redlands Theater Festival events. However, Lessor shall be able to use the premises, which shall include activities associated with Recreation Division, provided that the Lessor's fair share of utilities are provided for those activities. C. In connection with any third party booking of the Premises, Lessee shall require the third party to secure liability insurance in the amount of One Million Dollars per occurrence and Two Million Dollars aggregate naming Lessor and Lessee as additional insureds for the use of the Premises, and to provide Lessor with a Certificate of Insurance and endorsement, and to agree to defend, indemnify and hold Lessor and Lessee harmless in connection with any claims, damages, losses, costs and liabilities arising from the third party's use of the Premises. Lessee is responsible for assuring that insurance is procured by the third party, and must forward original copy of Certificate of Insurance to Lessor prior to any third party booking. Lessor shall review and approve all insurance. Insurance not meeting the requirements established by Lessor shall invalidate the third party booking. Section 5. Utilities. Lessee shall pay all costs associated with the furnishing of utilities to the buildings comprising the Premises. Lessor shall pay all costs associated with the furnishing of utilities to the grounds surrounding the Premises. Section 6. Alterations and Repairs. Lessee accepts the Premises in their "as-is" condition as of the Effective Date of this Lease, without any warranty, express or implied. Any deficiencies shall be identified in writing to Lessor within(30) days of the date of approval. Section 7. Maintenance of Premises. A. Lessee shall, at its own cost, maintain the Premises in good order and repair, present condition and reasonable wear and tear excepted, except as provided in Subsection B, below. Lessee shall also, at its own cost, maintain in good order and repair all grounds within ten (10) feet of the Premises. Lessor shall be responsible for maintenance of all other grounds. Lessor shall inspect the Premises on an annual basis; however, Lessor shall also 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, Lessor shall provide Lessee with written notice of the items requiring repair or maintenance. If action is not taken on such items by Lessee within sixty (60) days from the provision of such notice, Lessor may enter the Premises and take whatever action is necessary to perform such maintenance or repairs at Lessee's 1:ca\djm\Agreements\Carnage House Lease 9.16.14.doc 2 expense. Lessee shall also be responsible for costs of any repairs to the structural elements of the Premises caused by Lessee's or its employees', agents' and invitees' actions during the Term of this Lease. B. Lessor shall be responsible for maintenance and repair of all of the structural elements, the plumbing, electrical and mechanical systems of the Premises. "Structural Elements" shall include the roof, gutters, downspouts, walls, doors, windows, stairs, structural supports and foundation of the Premises. Lessee shall be responsible for the repair of any damages and wear and tear to the Premises arising from any third party bookings. C. Lessor shall be responsible for any damages or repairs to the Premises arising from or in connection with any "act of God" including, but not limited to, flood, fire and earthquake. D. Lessor and its agents shall have the right to enter upon and into the Premises at all reasonable times for the purpose of inspecting the same, to make alterations or repairs to the Premises, or for maintaining any service provided by Lessor to Lessee. Except in emergencies, Lessor shall give Lessee forty-eight (48) hours prior written notice of such entry. Lessor agrees that such entry shall be performed in a manner which minimizes any interference with Lessee's business. E. On the expiration or earlier termination of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as the Premises are in on the Effective Date of this Lease, excluding reasonable wear and tear. Section 8. Improvements. Lessee shall not make any improvements to the Premises without the prior written consent of Lessor except, that after making reasonable attempts to contact Lessor for its approval, Lessee may undertake minor maintenance and repairs to the Premises which Lessee determines are immediately necessary to protect against injury to persons or property. Within three (3) days of performing any minor maintenance or repairs not verbally approved by Lessor, Lessee shall provide written notification to Lessor of the same. All Lessee proposals for improvements shall be submitted in writing to Lessor for its consideration and prior approval. Lessor shall approve or disapprove such proposals within twenty (20) days of their submission. With the prior written consent of Lessor, Lessee may enter into contracts and agreements for improvement work to be performed by contractors. Any improvements or repairs performed by Lessee shall be authorized and performed pursuant to all applicable laws, including prevailing wage laws; and volunteers in accordance with Labor Code section 1720.4. Lessor shall not assess an administrative fee on such contracts or agreements administered by Lessee. Lessee 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 Lessee shall, on expiration or earlier termination of this Lease, remain on the Premises and become the property of Lessor. Section 9. Indemnitv. A. Lessee shall defend, indemnify and hold harmless Lessor, and its elected officials, officers, employees and agents from and against any and all claims, causes of action, damages and liability resulting from the Lessee's negligent acts or omissions, and willful misconduct of I:\caldjm\-Agreements\Carriage House Lease 9.16.14.doc J Lessee, and its agents, employees and invitees during Lessee's occupation and use of the Premises during the Term of this Lease. Section 10. Public Liability and Prop= Damage Insurance. Lessee shall maintain at its own cost for the term of this Lease, public liability insurance in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, issued by an insurance company acceptable to Lessor. Lessee shall provide Lessor with a certificate of insurance and endorsements showing Lessor as an additional insured on the policy prior to Lessee's use and occupancy of the Premises. Such insurance shall be primary with respect to Lessor and non-contributory to any insurance or self-insurance maintained by Lessor. The policy shall require that before amending or canceling the policy, the issuing insurance company shall give Lessorat least thirty (30) days prior written notice. Lessor and Lessee acknowledge and agree that the insurance required of Lessee is subject to annual review by Lessor and subject to increases in the amount and scope of coverage, as reasonably determined by Lessor. Section 11. Assignment of Rights. Lessee shall not encumber, assign, sublease or otherwise transfer this Lease, or any right or interest therein, including any sublease or rental of the "apartment" within the Premises, without the prior written consent of, and approval of the terms of such assignment or sublease by, Lessor. Any such encumbrance, assignment, sublease or transfer without such prior consent and approval of Lessor shall constitute a breach of this Lease and may, at the sole discretion of Lessor, result in the immediate termination of this Lease. Lessor further acknowledges that subject to the provisions of this Lease, Lessee shall have the right to receive payment for any assignment or sublease from the assignee or sublessee, and that Lessee may impose reasonable conditions on any assignment or sublease including, but not limited to,conditions relating to the provision of insurance covering Lessee and Lessor. Section 12. Attorneys' Fees. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations between Lessee and Lessor, who have authority to settle the same. If the matter is not resolved by negotiation within 90 days of receipt of a written "invitation to negotiate."Any dispute arising out of or in connection with this Agreement shall, at first instance, be referred to a mediator for resolution. The Parties shall share equally the cost of mediation. In the event any action is subsequently commenced to enforce or interpret the terms or conditions of this Lease, the prevailing party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Parry. Section 13. Provertv ProveInsurance. Lessee shall, at its own cost, maintain an insurance policy issued by an insurance company acceptable to Lessor insuring, all fixtures, equipment, furniture and personalty. Lessor assumes no responsibility for the loss, damage or destruction of items belonging to Lessee or others on the Premises. Section 14. Possessory Interest. In accordance with California Revenue and Tax Code Section 107.6, Lessor is hereby notifying Lessee that the leasehold interest created by this Lease may be subject to property taxation and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee shall be solely responsible for the payment of such taxes 1:\ca\djm\Agreements\Carriage House Lease 9.16.14.doc 4 and shall defend, indemnify and hold Lessor harmless from and against any and all claims or actions for payment(or non-payment) of such taxes. Section 15. Notices. Any notice or other communication required, or which may be given, pursuant to this Lease, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person; (ii) five(5) days after deposit in first class registered mail, with return receipt requested; (iii)on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a party may provide notice of in accordance with this section: Lessor: Lessee: Quality of Life Director Redlands Theatre Festival City of Redlands Stan Weisser, President P.O. Box 3005 P.O. Box 8005 Redlands, CA 92373 Redlands,CA 92375 Section 16. Entire Agreement. This Lease constitutes the entire agreement between Lessor and Lessee regarding the leasing of the Premises to Lessee. Any prior written or oral agreements or representations respecting the Premises or their leasing by Lessor or Lessee not expressly set forth herein are null and void. Section 17. Amendments. Any and all amendments to this Lease shall be in writing and executed by the Parties. Section 18. Breach and Default by Lessee. All covenants and agreements contained in this Lease are declared to be conditions of this Lease, and to the Term for which the Premises are hereby leased to Lessee. Should Lessee fail to perform any covenant, condition or agreement contained in this Lease and the default not be cured within ninety (90) days after written notice of the default is served on Lessee by Lessor, then Lessee shall be in default under this Lease; provided, however, that if the default is one not capable of cure within such ninety (90) days, Lessee shall so notify Lessor in writing, shall commence action to cure within such ninety (90) days and prosecute such cure diligently until completion within a reasonable time. Lessee's failure to complete such cure within a reasonable time shall also constitute a default by Lessee. Section 19. Termination. A. In the event of any default of this Lease by Lessee, in addition to any other rights or remedies Lessor may have, Lessor shall have the immediate right of reentry and may remove all persons and property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of Lessee. Further, in the event of a default of this Lease by Lessee, Lessor shall have the option of immediately terminating this Lease. All remedies of Lessor under this section shall be cumulative and in addition to any other legal or equitable rights and remedies which Lessor may have. In the event of any termination of this Lease by Lessor, Lessor shall pay to Lessee the then-appraised value of any capital improvements to the Premises made by Lessee during the term of this Lease. 1Aca\djm\Agreements\Carriage House Lease 9.16.14.doo 5 Section 20. Waiver. No waiver by either Party of any provision of this Lease, or waiver of any breach of this Lease, shall be deemed to be a waiver of any other provision of this Lease, or of any subsequent breach by either Party of the saine or any other provision of this Lease, If any particular provision of this Lease is held invalid or unenforceable for any reason, this Lease shall otherwise remain in full force and effect and shall be construed in all respects as if such invalid or unenforceable provision were ornitted. Executed on the 7th day of October, 2014, at Redlands,California CITY OF REDLANDS (Lessor) REDLANDS THEATRE FESTIVAL (Le ee IN Pete Aguilar, Mayor an k6isser, President ATTEST. Sam.41nvin, iD—Ierik [,\ci'�djtii',Ao,�metnertisCarTiage HausL Lease 9 W 14,doc 6 CITY ACKNOWLEDGMENT STATE OF )ss. COUNTY OFF ,�tu„T.,o ) On Qat ,21.low before me, ,a M personally appeared >ti who proved to me on the basis of satisfactory evidence to be the per ns whose names are subscribed to the within instrument a da acknowledged to me that-ilk executed the same in r authorized capacities, and that bM signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. JAZMIN L. KNOX COMM. #2058482 Lemy Notary Public-California Signa [Seal] SAN BERNAR©INO App.B*es March 203,20318 i:\ca\djrn\Agreements\Carriage House Lease 9.16.14.doe 7 A T STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO SS CITY`OF REDLANDS By the authority granted under Chapter 4, Article 3, Section l 1 1 of the California Civil Code, and Chapter 2, Division 3, Section 40814, of the California Goverrunent Code, on October 7, 2014, before e, Jeanne Donaldson, Deputy City Clerk-, on behalf of Arthur S. Irwin, City Clerk of the City of Redlands, California, personally appeared Pete Aguilar, Mayor, and Arthur S. Irwin, City Clerk of the City of Redlands, who proved to rare on the basis of satisfactory'evidence to be the persons whose names are subscribed to the within instrument and acknowledged to the 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, I certify under PENALTY OF PERJURY ander the laws of the State of C'alifonna that the foregoing; paragraph is true and correct. f nr r a, i WITNESS rrry hand and official seal. r kw;E' , #" t ARTHUR S. I y IN, CITY CLERK ? A7 8133 Ct By: ,. d . Jeal onald,on, eputypity lerl� (900)798-7 1 CAPACITY CLAIMED BY SIGNERS Individual(s)) signing for oneself/thernselves s Corporate Officer(s) Titles , Company Partner(s) Partnership Attorney-In-Fact Principals Trustee(s) Trust Other Title(s): Mayor and City Clerk Entity Represented: City ofRedlands, a municipal corporation THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED I BELOW: Title or Type of Document:t: Lease Agreement Date of Document: October 7, 2014 Signer(s) Other Than Named Above: Starr Weisser, President, Redlands Theatre Festival .; ,: �' :: .� .:�'� x4r.��'°�,. ✓'�'�. ra`,a, rte:. � �,� x �'.�� Yf"..l e :'T5 X`3w+ y of nj � .�.: ..r �r:J' 's z,, r a u,s � '• X --.dr r,. c r' nz '.:; .�: .'' ,,..,::. -'e' �'.w;$ �'�':.�/k� �,<.? z'3 r� � E�^a�� nes.:'. •,` ;Gx r / / ::.. 4'" _.:. .-:�.w.s r :-.. >s-.: e' .,•.:.'x• � �"' 3' s 'ri:�. ^r^s°�"'_ ',-n -c. ,.�.x... s _�F>✓> :a. _,. :.-- ''? .�.:.. _..............,..,.,..4... `;.. 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'' i"¢�gs,ffi• 3' .x". s,k Yrx a: �' � � � f` Carnia e;House 3 r N S .. :' a2. � ,✓c ,>t'sF�F p�:'..�i,. .'�.Q ' ;.. � :: f ?:cq,,�/n� .�..Fcs-•s*.f:;�� c-0",r� ��.,,ss,�t�,��" a .J& s'� '"+' ,t. .:..TL Y .i,,a >„,'* ;(/j.- r'._ i� a ✓ «•..^ .zr i ".rF.. y a, x.., z'FL`p w ' j. r: s p v among r s CTly cl Redlands Exhibit A - Carriage House Scale RN b REDI% 7DS"AOwDwWopm November 04,2014 o so fa0 150 200 CarriageHouse Feel