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LEASE TERMINATION AGREEMENT
This Lease Termination Agreement ("Termination Agreement") dated f?-2o2f.
O2
3'-(the "Effective Date") for reference purposes only, is made by and between CITY OF
REDLANDS, a California municipal corporation and general law City ("Landlord"), and
CITIBANK, N.A., a national banking association ("Tenant") (collectively, the "Parties" or
individually a "Party") with respect to the Lease Agreement dated January 15, 1999 as amended,
supplemented and/or assigned (collectively, the "State Street Lease") for the property located at
300 E. State Street in the City of Redlands (the "State Street Building").
BACKGROUND
A. The State Street Lease was amended a total of eight times as follows: First
Amendment dated December 29, 2003; Second Amendment dated July 31, 2008; Third
Amendment dated December 1, 2009; Fourth Amendment dated October 31, 2011; Fifth
Amendment dated December 8, 2014; Sixth Amendment dated February 9, 2016; Seventh
Amendment dated February 17, 2020; and the Eighth Amendment dated September 24, 2020. On
or about September 21, 2021, the State Street Lease was assigned to Landlord.
B. Under the Eighth Amendment, the State Street Lease term expires February
28, 2026, with three (3) options to extend for periods of five (5) years each.
C. Landlord intends to use and redevelop the State Street Building for the City
of Redlands' City Hall and as a result, Landlord and Tenant have mutually agreed to a termination
of the Lease between them pursuant to which Tenant will vacate the State Street Building and
relocate to the Orange Street Property (defined below).
D. In connection with Tenant's relocation, the owner of the Orange Street
Property, Property One, LLC, a California limited liability company ("Orange Owner"), has
agreed to lease to Tenant that certain building located at 333 Orange Street, Redlands, California
(the "Orange Street Property") pursuant to the terms of that certain Lease dated
January 18, 2024, 242.3 (the "Orange Street Lease").
F. Landlord and Tenant have mutually agreed to terminate the State Street
Lease in its entirety, on the terms and conditions set forth herein. To the extent the provisions of
this Termination Agreement and the State Street Lease are inconsistent regarding termination, the
Parties desire that the provisions of this Termination Agreement shall control.
AGREEMENT
The above recitals are made part of this Termination Agreement and incorporated
herein. For good and valuable consideration, the Parties agree as follows:
1. Termination of State Street Lease. Subject to the terms of this Termination Agreement,
Landlord and Tenant hereby agree that the State Street Lease shall terminate effective as of the
Termination Date specified below. Until the Termination Date, the State Street Lease shall
-1- Citibank
[FINAL REVIEW COPY] City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
remain in full force and effect and Landlord and Tenant shall be obligated to perform their
respective obligations thereunder, provided, however, Tenant shall no longer be obligated to
pay Rent (as defined in Section 18 of the State Street Lease) under the terms of the State Street
Lease from and after the Commencement Date (as defined in Exhibit A attached hereto) of the
Orange Street Lease. For purposes of this Termination Agreement and notwithstanding
anything to the contrary in the State Street Lease, the "Termination Date" shall be the date
which is ninety (90) days following the Commencement Date. Notwithstanding anything in
the State Street Lease to the contrary, the Parties agree that effective as of the Termination
Date, the provisions in the State Street Lease shall no longer be of any force or effect, except
for those provisions that by their express terms, survive the termination of the State Street
Lease, including, but not limited to, the indemnifications therein and Tenant shall have no
responsibility, liability, obligation or financial commitment to Landlord, except as specifically
set forth in this Termination Agreement.
2. Requirements of Tenant's Surrender. Notwithstanding anything to the contrary set forth in the
State Street Lease, Tenant shall not be obligated to repair or restore the State Street Property
as a condition to the surrender thereof with the exception of Tenant's obligation to remove, at
its sole cost and expense, Tenant's automated teller machines from the State Street Property,
and Tenant shall not be obligated to remove utility and service lines to ATMs, replacing any
floor coverings or otherwise restore the location of the ATMs. Other than as set forth in this
Section 2, Tenant shall have no other obligations regarding the surrender or condition of the
State Street Property, including but not limited to Sections 10 (Maintenance and Repairs), 11
(Alterations and Additions) and 29 (Surrender of the Premises) of the State Street Lease.
3. Reimbursement of Certain Improvements to Orange Street Property. It is acknowledged that,
in recognition of Tenant's relocation to the Orange Street Property under the Orange Street
Lease, Landlord shall pay to Orange Owner a sum equal to the cost of certain tenant
improvement work to be completed by the Orange Owner at the Orange Street Property as
more particularly described in that certain Reimbursement Agreement dated -'J y 2 024.
23- by and between Landlord and Orange Owner ("Reimbursement Agreement").
Notwithstanding anything to the contrary herein or in the State Street Lease, Landlord and
Tenant confirm and agree that notwithstanding the payments by Landlord to Orange Owner
pursuant to the Reimbursement Agreement, the State Street Lease shall not terminate and
Tenant shall have no obligation to vacate or surrender the State Street Property unless and until
the Termination Date of the State Street Lease occurs in accordance with the terms of this
Termination Agreement.
4. Removal of Tenant's Signage. Within sixty (60) days following the Termination Date,
Landlord shall remove Tenant's proprietary signage from the State Street Property and shall
cause it to be destroyed. Upon completion of said destruction, Landlord shall deliver to Tenant
an affidavit in the form attached hereto as Exhibit B confirming completion of such destruction.
In order to keep Tenant's customers and the public fully informed and to avoid confusion,
Tenant shall have the right at all times prior to the date upon which all of Tenant's signage has
been removed from the State Street Property, to install and maintain temporary signage at the
State Street Property announcing and providing information regarding Tenant's new location
at the Orange Street Property.
Citibank
[FINAL REVIEW COPY] -2-City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
5. Governing Law. This Termination Agreement shall be governed by the laws of the State of
California. The exclusive venue for any action arising from this Termination Agreement shall
be in the Superior Court of the County of San Bernardino.
6. Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals,
appointments and other instruments given pursuant to this Termination Agreement shall be in
writing, addressed as set forth below, shall be given by (a) hand delivery; (b) express overnight
delivery service; (c) certified or registered mail, return receipt requested; or (d) electronic mail
message, and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii)
the next business day, if delivered by a reputable express overnight delivery service; (iii) the
third business day following the day of deposit of such notice with the United States Postal
Service, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if
sent by electronic mail message.
If to Landlord:. City of Redlands
P.O. Box 3005
Redlands, California 92373
Attn.: Chris Boatman
cboatman@cityofredlands.org
With a Copy to:
If to Tenant:
Best Best & Krieger LLP
2855 E. Guasti Road, Suite 400
Ontario, CA 91761
Attn: Jessica Lomakin, Esq.
jessica.lomakin@,bbklaw.com
Citigroup Inc.
Corporate Law Department
388 Greenwich Street, 17th Floor
New York, New York
Attn: Associate General Counsel of Real Estate
With a Copy to: Sheppard Mullin Richter & Hampton LLP
650 Town Center Drive, 10th Floor
Costa Mesa, CA 92626
Attention: Sean O'Connor
soconnor@sheppardmullin.com
7. Mutual Release of Claims. Except for the obligations of Landlord and Tenant under this
Termination Agreement and the State Street Lease, as modified by this Termination
Agreement, each Party, on behalf of itself and each of its successors and assigns,
unconditionally and forever releases and discharges the other Party, its agents, employees,
representatives, attorneys, officers, officials, directors, shareholders, predecessors, successors,
and assigns from any and all claims, debts, liabilities, demands, obligations, promises,
damages, costs, expenses (including but not limited to attorneys' fees and court costs), actions,
causes of action, or other claims for relief under any theory (whether legal, equitable or other,
Citibank
[FINAL REVIEW COPY] _3_ City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
under the law, either common, constitutional, statutory, administrative, regulatory, or other, of
any jurisdiction), whether known or unknown, suspected or unsuspected, which any Party may
ever have had, may now have, or may hereafter acquire against the other Party arising out of
or relating to the State Street Lease (the "Released Claims").
8. Waiver of Unknown Claims. With respect to the Released Claims, this Termination
Agreement is intended to and does apply with respect to all facts, acts and omissions, whether
known or not known. After having first obtained advice from counsel and having had the legal
effect of California Civil Code § 1542 explained to them by their own counsel, the Parties do
hereby knowingly, intentionally, and expressly waive all benefits and protections with respect
to the Released Claims under California Civil Code § 1542, as well as under any other statutes,
legal decisions, or common law principles of similar effect. Section 1542 of the California
Civil Code states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The Parties acknowledge that they may later discover facts in addition to or different from
those they now believe to be true concerning the Released Claims and this Termination Agreement,
and that notwithstanding such new or different facts, the releases contained in this Termination
Agreement shall remain effective. The Parties acknowledge and agree that this waiver is an
essential and material term of this Termination Agreement, without which the consideration given
in this Termination Agreement would not have been given.
9. Tenant Representations. Tenant represents and warrants that to the best of its knowledge
(a) Tenant is the rightful owner of all of Tenant's interest in the State Street Lease; (b) Tenant
has not made any disposition, assignment, sublease, or conveyance of the State Street Lease or
Tenant's interest therein; (c) Tenant has no knowledge of any fact or circumstance which
would give rise to any claim, demand, obligation, liability, action or cause of action arising out
of or in connection with Tenant's occupancy of the State Street Building; and (d) there are no
outstanding contracts for the supply of labor or material and no work has been done or is being
done in, to or about the State Street Building which has not been fully paid for. The foregoing
representation and warranty shall be deemed to be remade by Tenant in full as of the
Termination Date.
10. Landlord Representations. Landlord represents and warrants that to the best of its knowledge
that: (a) as of the Effective Date, Landlord shall have good and marketable title to the State
Street Property, and (b) Landlord has the full right and authority to execute and deliver this
Termination Agreement and perfouii in accordance with the terms hereof.
11. Miscellaneous. The Parties further agree to the following provisions:
11.1. Performance; Further Acts. The Parties agree in good faith to perform such acts and
to prepare, execute, and file all documents as are reasonably required to give full force and
effect to this Termination Agreement.
Citibank
[FINAL REVIEW COPY] _4_ City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
11.2. Successors and Assigns. This Termination Agreement shall be binding upon the
Parties' respective successors and assigns, and is intended to confer rights and benefits
only to the Parties and their respective successors and assigns. No person or entity other
than a Party, or its successors or assigns, shall have a legally enforceable right or obligation
under this Termination Agreement.
11.3. Attorneys' Fees. Each Party shall bear its own costs and attorneys' fees incurred
or paid in connection with the negotiation and execution of this Termination Agreement,
and the Released Claims.
11.4. Entire Agreement; Modification. This Termination Agreement constitutes the
complete and entire agreement between the Parties concerning its subject matter, and
supersedes all discussions, agreements, and understandings, whether prior or
contemporaneous, oral or written, between or among the Parties, except as otherwise
stated herein. This Termination Agreement may not be modified, amended, contradicted,
supplemented, or altered in any way by any previous written or oral agreements or by any
subsequent oral agreements and discussions, except as otherwise stated herein. This
Termination Agreement may be modified or amended only by an instrument in writing
executed by all Parties.
11.5. Authority to Execute Agreement. Each individual and entity executing this
Termination Agreement hereby represents and warrants that he, she or it has the capacity
set forth on the signature pages hereof with full power and authority to bind the Party on
whose behalf he, she or it is executing this Termination Agreement to the terms hereof.
11.6. Advice of Counsel. The Parties acknowledge that they have reviewed and revised
this Termination Agreement and have had the opportunity to have the same reviewed by
their legal counsel. The Parties agree that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Termination Agreement. The terms of this Termination Agreement
have been completely read and explained by such attorneys, and such terms are fully
understood and voluntarily accepted by each of the Parties.
11.7. Counterparts; Electronic Signature. This Termination Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signatures to this
Termination Agreement may be transmitted electronically, and such electronic signatures
shall have the same force and effect as an original.
11.8. Severability. Each provision of this Termination Agreement is separate, distinct,
and severable from the others. If any provision is held unenforceable, the rest of the
Termination Agreement shall be enforced to the greatest extent possible.
11.9. Assignment of Claims The Parties have not heretofore assigned, transferred, or
granted, or purported to assign, transfer, or grant, any of the claims addressed, resolved,
compromised, settled or otherwise disposed of by this Termination Agreement.
Citibank
[FINAL REVIEW COPY] _5_ City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
11.10. No Admission of Liability. This Termination Agreement does not and shall not
constitute an admission of fault or liability whatsoever by any Party.
11.11. Agreement as Defense. This Termination Agreement may be pleaded as a full and
complete defense and may be used as the basis for an injunction against any action, suit,
motion, claim or other proceeding based on rights, claims, or interests compromised,
resolved or released by this Termination Agreement.
11.12. Section Headings. The captions, subject, section and paragraph headings in this
Termination Agreement are included for convenience and reference only. They do not
form a part hereof, and do not in any way modify, interpret, or reflect the intent of the
Parties. These headings shall not be used to construe or interpret any provision of this
Termination Agreement.
11.13. Unavoidable Delay. If either party is delayed or prevented from the performance of
any act required under this Termination Agreement by reason of acts of God, fire or other
casualty, strikes, lockouts, labor disputes, civil disorder, inability to procure labor or
materials, adverse weather conditions, governmentally -declared quarantine, pandemic or
epidemic, power failure, enemy or hostile governmental action, civil commotion,
insurrection, sabotage, restrictive governmental laws or regulations or other cause without
fault and beyond the control of the party obligated (financial inability excepted),
performance of such act is excused for the period of the delay. Landlord and Tenant agree
that the Termination Date shall be extended in the event Tenant's move from the State
Street Property to the Orange Street Property is delayed by reason of the delays described
above in this Section 10.13.
[SIGNATURES ON FOLLOWING PAGE]
Citibank
[FINAL REVIEW COPY] -6-City of Redlands
SMRH:4854-3459-0049.14 Lease Tennination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form —Sheppard Mullin
IN WITNESS WHEREOF, the parties have executed this TERMINATION
AGREEMENT as of the date last written below.
LANDLORD: TENANT:
CITY OF REDLANDS,
a municipal Dra
Eddie Tejeda
Mayor
Dated:
ATTEST:
I - 16 -2+
e Donaldson, City Clerk
PROVED AS TO FORM
Best Best & Krieger LLP
Jessica K. Lomakin
Special Counsel
CITIBANK, N.A.,
a national banking association
By:
Name: Jean -Damien Lury
Title: Vice President
Dated: 01 / 18/2024
s-1 Citibank
[FINAL REVIEW COPY] City of Redlands
SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
102523 0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
EXHIBIT A
ORANGE STREET LEASE - DEFINED TERMS
Tenant hereby confirms that the following is the relevant provision and the applicable defined
terms in the Orange Street Lease.
1. Section 4.1 Term (Excerpt). The Term of this Lease is for the period set forth in
Paragraph 1.7 and commences, together with Tenant's obligation to pay Rent, on the first (1st)
business day following the last day of the Time to Complete Tenant's Work (the "Commencement
Date") as set forth in Paragraph 1.12, provided that the Commencement Date shall be extended on
a day for day basis for the period of any delay in the completion of Tenant's Work arising out of
or resulting from any unavoidable delay, as set forth in Article 28 (Unavoidable Delay), below, or
any Landlord Delay, as set forth in this Paragraph 4.1 below. The Time to Complete Tenant's
Work begins on the date (the "Delivery Date") upon which Landlord's Work as specified in
Exhibit C is Substantially Complete, as defined in Exhibit C (including the issuance of the
architect's certificate), and Landlord delivers to Tenant the Premises with full access as necessary
for the commencement of Tenant's Work. Landlord shall provide to Tenant at least thirty (30)
days prior written notice of the date that Landlord's Work is reasonably expected to be
Substantially Complete.
2. Landlord's Work shall be deemed "Substantially Complete" when Landlord's
Work is finished as certified by Landlord's architect, except for punchlist items and other minor
items, the completion of which does not unreasonably interfere with the performance by Tenant
of Tenant's Work.
3. Landlord shall deliver Premises to Tenant in Delivery Condition. "Delivery
Condition" shall mean that (i) the Landlord's Work is Substantially Complete, (ii) the Premises
and the parking area serving the Premises is accessible and in compliance with all applicable Laws,
as defined in Paragraph 11.8 (Compliance with Law), (iii) the Premises are leak -free and
watertight, broom clean and in good repair with all systems (including, without limitation, lighting,
electricity, plumbing, life safety, and HVAC systems) and components in good operating order
and condition.
4. "Landlord Delay" as used herein shall mean any delay in the completion of
Tenant's Work or any delay in Tenant's opening for business at the Premises to the extent arising
out of or resulting from an act or omission of Landlord, its agents, employees or contractors or a
breach of this Lease by Landlord, including, without limitation, any defect, failure or lack of
compliance in Landlord's Work or any failure to provide access to the Premises necessary for the
conduct of Tenant's Work. Tenant shall only be permitted to claim a Landlord Delay if Tenant
provided Landlord with written notice of the claimed Landlord Delay and provided Landlord with
no less than two (2) business days to cure the event or breach at issue.
5. Time to Complete Tenant's Work is ninety (90) days, subject to extension for
Unavoidable Delay and Landlord Delay.
[FINAL REVIEW COPY]
SMRI-I:4854-3459-0049.14
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EXHIBIT A
-1-
Citibank
City of Redlands
Lease Tennination // 300 E. State St., Redlands, CA
0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
6. Unavoidable Delay. If either party is delayed or prevented from the performance
of any act required under this Lease by reason of acts of God, fire or other casualty, strikes,
lockouts, labor disputes, civil disorder, inability to procure labor or materials, adverse weather
conditions, governmentally -declared quarantine, pandemic or epidemic, power failure, enemy or
hostile governmental action, civil commotion, insurrection, sabotage, restrictive governmental
laws or regulations or other cause without fault and beyond the control of the party obligated
(financial, inability excepted), performance of such act is excused for the period of the delay.
[FINAL REVIEW COPY]
SMRH:4854-3459-0049.14
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EXHIBIT A
-2-
Citibank
City of Redlands
Lease Termination // 300 E. State St., Redlands, CA
0100-092806
Reviewed by Counsel and
Acceptable as to Legal
Form --Sheppard Mullin
EXHIBIT B
ATTESTATION OF DESTRUCTION OF CITIBANK'S PROPRIETARY SIGNAGE
I hereby confirm that I am an authorized employee or agent of the City of Redlands. I hereby
confirm that any and all proprietary signage of Citibank, N.A. formerly located at 300 E. State
Street, Redlands, CA has been destroyed and disposed of in compliance with all local, state and
federal laws and regulations. Attached is evidence of such destruction and disposal, including
photographs confirming the completion of such work.
ATTEST:
CITY OF REDLANDS,
a municipal corporation
By:
Name:
Title/Position:
Date:
(FINAL REVIEW COPY]
SMRH:4854-3459-0049.14
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EXHIBIT B
-1-
Citibank
City of Redlands
Lease Tennination // 300 E. State St., Redlands, CA
0100-092806