HomeMy WebLinkAboutContracts & Agreements_130-2011_CCv0001.pdf Shares Lease Agreement
(City as Lessee)
This Shares Lease Agreement ("Lease") is entered into this 25th day of August, 2011
("Effective Date") by and between David B. Knight Farming ("Lessor") and the City of
Redlands, a general law city incorporated under the laws of the State of California ("City").
Lessor and City are sometimes individually referred to herein as a "Party" and, together, as the
"Parties."
RECITALS
WHEREAS, Lessor is the owner of shares of the common stock of the Bear Valley Mutual
Water Company ("Bear Valley"); and
WHEREAS, City desires to lease from Lessor 1000 shares of the common stock of Bear
Valley (the"Leased Shares") on the terms and conditions hereinafter set forth;
Now, THEREFORE, in consideration of the mutual promises contained herein, Lessor and
City agree as follows:
AGREEMENT
1. Lease. Lessor hereby agrees to lease the Leased Shares to City and City agrees to
lease the Leased Shares from Lessor for the purpose of providing water to City. Such water is
not intended, nor shall it be used for human consumption or domestic purposes until such time
that City treats such water in accordance with California Department of Health Services, Office
of Drinking Water Standards, and all other applicable state and local laws, rules or regulations.
2. Term. This Lease shall commence on the Effective Date and shall terminate on
March 31, 2012, unless earlier terminated. City and Lessor understand and agree that neither
this Lease, nor any of the rights and obligations of the Parties to this Lease, shall extend beyond
the Lease Term.
3. Rent.
A. If Lessor has not already paid the annual assessment levied by Bear Valley for
the Leased Shares for this calendar year prior to entry into this Lease, City shall be obligated to
pay such annual assessment directly to Bear Valley. As rent for the Leased Shares, City shall
pay Lessor an amount equal to the total number of Leased Shares multiplied by One Dollar
($1.00).
B. If Lessor has paid the annual assessment levied by Bear Valley for the Leased
Shares for this calendar year, City shall pay, as rent for the Leased Shares, an amount equal to
the total number of Leased Shares multiplied by Two Dollars ($2.00).
L\Administration\Stock Leases Purchases\Stock Leases\2011\7037 Water Lease Agreement(201 1).doc
C. The City shall also be responsible for the payment of any water delivery
charge for such Leased Shares to Bear Valley.
D. The rent shall be paid by the City within ten (10) days of the Effective Date of
this lease.
4. Assignability. City shall not have the right to assign, sublet or otherwise transfer
or encumber the Leased Shares under this Lease.
5. Voting Rights. Lessor shall retain all the voting rights associated with ownership
of the Leased Shares.
b. Hold Harmless. City shall hold Lessor harmless from and against any loss, costs,
expenses, damages, penalties or claims related to or arising directly or indirectly out of any
environmental or hazardous substance contamination of any water attendant to the Leased
Shares, from whatever cause. City acknowledges that Lessor assumes no responsibility and
makes no representation as to the quality or purity of any water attendant to the Leased Shares.
7. Entire Agreement. This Lease constitutes the entire agreement between Lessor
and City regarding the leasing of the Leased Shares to City. Any prior written or oral agreements
or representations respecting the leasing of the Leased Shares not expressly set forth herein are
null and void.
8. Attorneys' Fees. In the event any action is 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 Party.
9. Waiver. The waiver by Lessor of the performance of any obligation hereunder
shall not invalidate this Lease nor shall it be considered a waiver by Lessor of any other
obligation hereunder.
10. Termination. In the event Lessor defaults in any obligations under this Lease, in
addition to any other remedies City may have, City shall have the right to immediately terminate
this Lease.
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1
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this 25`"
day of August,2011.
LESSEE LESSOR
CITY OF REDLANDS DAVID B.KNIGHT FARMING
By: By:
Mayor, ity of Redlands
'varve:
Its:
Attest:
By:
City Clerk
1:\Administration\Stock Leases Purchases\Stack Leases\2011\7037 Water Lease Agreement(2011).doc
MUNICIPAL UTILITIES & ENGINEERING DEPARTMENT
MEMORANDUM
TO: Pete Aguilar, Mayor
THRU: N. Enrique Martinez, City Manage
Dan McHugh, City Attorney
Sam Irwin, City Clerk
FROM: Fred Mousavipour, Interim Municipal Utilities & Engineering Director
Chris Diggs, Assistant Utilities Director
DATE: August 25, 2011
SUBJECT: Annual Agreement to Lease Bear Valley Mutual Water Company Shares
from David B. Knight Farming
Recommendation:
This memo transmits a request for your signature on the attached agreement to lease
Bear Valley Mutual Water Company water shares from David B. Knight Farming. In the
past, the City has leased Bear Valley Mutual Water Company shares to the City for the
purpose of treating and distributing thru the City's water system. Mr. Knight has leased
shares to the City in the past and wishes to do so again this year. After signing, please
forward to the City Clerk for signature/attest and further processing and coordination
with MUED staff.
Background:
On May 17, 2011 City Council unanimously approved Resolution No. 7037 authorizing
the Mayor or member of City Council to approve and execute annual lease agreements.
Thank you.
CD/pb
Attachment: Shares Lease Agreement