HomeMy WebLinkAboutContracts & Agreements_226-2024LEASE
THIS LEASE, referred to herein as the "Lease," is made and entered into as of February 4, 2025 (the
"Effective Date") by and between REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California
nonprofit public benefit corporation (which is also a 501(c)(3) corporation), hereafter referred to as
"Landlord" and THE CITY OF REDLANDS, a California Municipal Corporation and General Law City,
hereafter referred to as "Tenant". Landlord and Tenant may be referred to as each a "Party" or collectively
as the "Parties".
RECITALS
A. Landlord is the owner of the real property located in Redlands, California, commonly referred to
as 1 North Center Street, Redlands, CA (APN 0 1711913 00000) consisting of a parcel of land together with
all easements and appurtenances thereto, and a recently constructed multi -purpose event and exhibition
building and related offices (the `Building") and all other improvements located thereon ("Premises").
B. Lessor and Lessee wish to enter this Lease to provide access to the Premises to Lessee and in
anticipation of a contemplated donation of the Premises to Lessee while allowing for Lessee to assume the
costs of maintenance and operations prior to donation.
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
1.0 LEASE AND USE OF PREMISES
1.1 In consideration of the provisions of this Lease, Landlord leases to Tenant and Tenant
leases from Landlord, the Premises, together with all easements and appurtenances
thereto. The uses Tenant may make of the Premises during the term of the Lease shall be
limited exclusively to the following:
a. Staging and installation of exhibits related to the museum's collections or other city -
approved cultural displays.
b. Storage of museum exhibits, artifacts, and related materials.
c. Setting up and configuring offices for potential fiiture use, including administrative
planning and preparation for full operations.
d. Other activities related to preparation for full operations and promotion of the Premises
(such as tours).
e. Other activities (other than as set forth in paragraphs a-d above) only with the
express written permission of Landlord which shall not be unreasonably withheld,
conditioned or delayed.
f. Tenant shall not make any structural alterations or significant improvements or changes
to the Premises without written consent of Landlord. Any such alterations must comply
with all relevant laws, building codes and regulations.
1.2 With the prior Notice to AK Smiley Library Director Don McCue, or the City Manager or
his designee, Landlord shall have access to the Premises during the Lease term to complete
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any ongoing construction and for inspections, social events, fundraising and donor outreach
functions and tours, and other administrative uses. Landlord currently has events scheduled
in 2025 on the following dates: January 15, 16, 25, and February 2. Landlord shall submit
to City a special event application, consistent with City's standard requirements for such
events a minimum of four weeks in advance. City shall review the special event application
and either approve or provide comment on the application within one week following
submittal. Approval for events shall not be unreasonably withheld by City. Landlord may
also provide tours consisting of less than 15 attendees with a minimum of 48 hours
advanced notice. No such events shall take place until a Certificate of Occupancy for the
Premises suitable to Tenant is in place. Notwithstanding anything herein to the contrary,
Landlord shall be in compliance with Section 10 prior to any access and use of the Premises
by Landlord or any employee, agent or contractor of Landlord, and any such use shall be
subject to the terms of Section 12.2.
2.0 RENT AND TERM
2.1 Term. The Lease shall commence on February 4, 2025, and continue for four (4) months
until and including June 30, 2025 (the "Term"). Tenant shall have the right to extend the
Term of this Lease, at its option, for two additional months on the same terms as contained
herein upon providing Landlord with thirty (30) days' notice in writing prior to the end of
the original term. Subsequent terms may be agreed upon by the Parties in writing. The
Lease shall be automatically terminated in the event the Premises are transferred to Tenant
prior to the expiration of the Lease.
2.2 Rent. Tenant agrees to pay to Landlord monthly, on or before the first day of each month,
the sum of $6,000.00 as rent. Rent shall be paid in immediately available funds to
"Redlands Historical Museum Association." In addition to this sum, Tenant shall be
responsible during the Term of this Lease to pay directly all costs for electricity, gas, water,
internet, telephone service, waste disposal, and sewer that relate to the Premises. Tenant
shall also be responsible for all janitorial services within the Premises during the Term of
the Lease. Landlord shall be responsible for all maintenance, other than janitorial services,
of the interior and exterior of the Premises, including all landscaping.
3.0 PROPERTY TAXES
3.1 Landlord and Tenant acknowledge that no property taxes are expected to be owing or
payable as to the Premises during the Term of this Lease. If any property taxes are
payable during the Term of this Lease, Landlord shall be responsible for payment.
4.0 WORK OF IMPROVEMENT
4.1 Landlord shall have no obligation to perform any work with respect to the Premises except
as needed to obtain a Certificate of Occupancy (the "Work"). Following completion of
such. Work, Tenant shalt accept the Premises in a strictly "AS -IS" condition, provided,
however, that Landlord shall deliver: the structural components of the Building and
building systems (pl unbing, electrical, HVAC, fire/life/safety) in good working order as
of the date of completion of the Work and the roof and Building envelope water tight.
Unless otherwise specified herein, no promise of Landlord to alter, remodel, repair or
improve the Premises has been made to Tenant by Landlord.
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5.0 LEASEHOLD IMPROVEMENTS: TENANT'S PROPERTY
5.1 All movable partitions, business and trade fixtures, machinery and equipment,
communications equipment and office equipment located in the Premises and acquired by
or for the account of Tenant, which can be removed without structural damage to the
Building, and all furniture, furnishings and other articles of movable personal property
owned by Tenant and located in the Premises (collectively "Tenant's Property") shall be
and shall remain the property of Tenant and may be removed by Tenant at any time during
the Term; provided that if any of Tenant's Property is removed, Tenant shall promptly
repair any damage to the Premises or to the Building resulting from such removal.
6.0 ASSIGNMENT AND SUBLETTING
6.1 No assignment or hypothecation of this Lease and no subletting of all or any part of
the Premises shall be permitted, without the prior written consent of Landlord. Any of the
foregoing acts without Landlord's consent shall be void and shall, at the option of
Landlord, terminate this Lease.
7.0 HOLDING OVER
7.1 If after expiration of the Term, as such Term may have been extended as provided in
Section 2.1 of this Lease, Tenant remains in possession of the Premises with
Landlord's permission (express or implied), Tenant shall become a tenant from month
to month only, upon all the provisions of this Lease (except as to term), and unless
otherwise specified herein, such tenancy shall (a) have a rent of one hundred percent
(100%) of the rent payable during the last month of the Term; and (b) Tenant shall
otherwise continue to be subject to all of Tenant's obligations under this Lease. Such
rent shall be payable in advance on or before the first day of each month. If either
Party desires to terminate such month -to -month tenancy, it shall give the other Party
not less than thirty (30) days advance written notice of the date of termination;
provided that in such event Tenant shall have up to ninety (90) days following the
termination of this Lease to remove all personal property from the Premises and make
any repairs to the Premises as may be required pursuant to Section 5.1 of this Lease.
8.0 SURRENDER OF PREMISES
8.1 No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept a surrender of the Premises shall be valid unless it is in writing and
signed by Landlord.
9.0 REPRESENTATIONS AND WARRANTIES
9.1 Tenant represents and warrants to Landlord as follows:
a. That the execution and delivery of this Lease by Tenant does not contravene, result in
a breach of, or constitute a default under any contract or agreement to which Tenant
is a party or by which Tenant may be bound and does not violate or contravene any
law, order, decree, rule or regulation to which Tenant is subject.
b. There are no judicial or administrative actions, suits, or proceedings pending or to
Tenant's knowledge threatened against or affecting Tenant.
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c. Tenant, upon Landlord's request, will deliver evidence satisfactory to Landlord that
the execution and delivery of this Lease has been duly authorized and properly
executed by Tenant.
d. Where applicable, Tenant has obtained all licenses, permits and certificates necessary
for the use and operation of the Premises, except where the failure to have such
licenses, permits and certificates would not materially and adversely affect the value,
use or operation of the Premises.
9.2 Landlord represents and warrants to Tenant as follows:
a.
Landlord is the sole and exclusive owner of fee simple title to the Premises and has the
full right and power to grant to Tenant the leasehold interest created by this Lease.
b.
Landlord has no written or oral agreement or contractual or other restrictions which
would materially and adversely affect the use of the Premises by Tenant.
c.
That the execution and delivery of this Lease by Landlord does not contravene, result
in a breach of, or constitute a default under any contract or agreement to which
Landlord is a party or by which Landlord may be bound and does not violate or
contravene any law, order, decree, rule or regulation to which Landlord is subject.
d.
Landlord, upon Tenant's request, will deliver evidence satisfactory to Tenant that the
execution and delivery of this Lease has been duly authorized and properly executed
by Landlord.
e.
No claims, lawsuits or allegations of any kind, are pending, or to the best of Landlord's
knowledge, threatened or asserted, against or affecting the Premises.
f.
No eminent domain proceedings for the condemnation of the Premises are pending or,
to the best of Landlord's knowledge, threatened.
g.
To the best of Landlord's knowledge, there are no design, material or structural defects
in the improvements situated on the Premises.
h.
Landlord and its tenants of the Premises have access to and a valid right to utilize all
access roads, easements and rights -of -way serving the Premises.
10.0 INSURANCE
10.1 Liability Insurance. Tenant shall, at its sole cost and expense, maintain comprehensive
public liability insurance with combined single limits of liability of not less than two
million dollars ($2,000,000.00) per occurrence, for bodily injury or property damage,
insuring against any and all liability of Tenant with respect to the Premises or arising out
of the maintenance, use or occupancy of the Premises by Tenant. Annually, during the term
of this Lease. Landlord shall review such limits of liability and if Landlord determines in
its reasonable discretion, that such limits are inadequate, then the limits of liability which
Tenant shall be required to maintain under this Section shall be increased to an amount
which Landlord reasonably determines is adequate.
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10.2 Property Insurance. Tenant, at its sole cost and expense, shall keep the Premises insured
against loss or damage by fire and other risks embraced by coverage of the type now known
as extended coverage (excluding flood and earthquake coverage, except for sprinkler
leakage caused by earthquake, and insurance covering loss of rents by Landlord for a
minimum period of one (1) year), and against such other risks or hazards as Landlord may
from time to time designate, in an amount not less than one hundred percent (100%) of the
then fill replacement cost of the Premises without deduction for physical depreciation.
Such policy or policies shall contain a replacement cost endorsement and full replacement
cost shall be determined from time to time by the insurance carrier, upon the request of
Landlord or Tenant.
10.3 Other Types of Insurance. Tenant, at its sole cost and expense, shall maintain such other
insurance in such amounts, as may from time to time be required by Landlord, against other
insurable hazards which at the time are commonly insured against in the case of premises
similarly situated, due regard being given to the height and type of buildings thereon and
their construction, use and occupancy. Without limiting the effect of the forgoing, Tenant,
at its sole cost and expense, shall maintain the following insurance:
a. Workers compensation insurance covering all persons employed by Tenant and with
respect to whom death or bodily injury claims could be asserted against Landlord,
Tenant or the Premises, with statutory limits as then required under the laws of the
State of California; and
b. Automobile Liability insurance covering all owned, non -owned, and hired vehicles
with a $1,000,000 per accident limit for bodily injury and property damage; and
c. Umbrella liability policy "following form" of not less than Two Million Dollars
($2,000,000), including a "drop down" feature in case the limits of the primary policy
are exhausted; and
d. In the event Tenant will generate, handle, use, or store Hazardous Substances at the
Premises, pollution legal liability insurance of not less than One Million Dollars
($1,000,000).
10.4 Nature of Policies. All insurance which Tenant maintains shall be affected under valid and
enforceable policies issued by insurers of recognized responsibility which are admitted to
transact business in California and which have a rating of B+5 or better in the then current
edition of Bests Key Rating Guide. Upon execution of this Lease and thereafter, not less
than thirty (30) days prior to the expiration date of each policy furnished by Tenant, the
original of each policy (or with Landlord's consent, a certificate of the insurance carrier
which is reasonably satisfactory to Landlord) bearing a notation evidencing the payment
of the premium or accompanied by other evidence reasonably satisfactory to Landlord of
such payment, shall be delivered to Landlord. At all times, Landlord shall have the right
to require duplicate certified copies of all policies of insurance required to maintained by
Tenant as provided in this Lease. In addition, each policy of insurance which is maintained
by Tenant, shall contain (a) a provision that no act or omission of Tenant which would
otherwise result in forfeiture or reduction of the insurance, shall affect or limit the
obligation of the insurance carrier to pay the amount of any loss sustained, (b) a provision
waiving subrogation against Landlord and (c) an agreement by the insurance carrier that
such policy shall not be modified or cancelled without at least thirty (30) days prior notice,
in writing, to Landlord. Notwithstanding anything in this Section 10 to the contrary, Tenant
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may self -insure for the Tenant insurance coverages stated above by notifying Landlord that
Tenant has elected to self -insure for such coverages.
10.5 Landlord as Additional Insured and Adjustment of Loss. All policies of insurance
maintained by Tenant shall name Landlord as an additional insured and shall provide for
loss under any such policy of insurance, to be adjusted by Landlord.
10.6 Tenant Compliance with Policies. Tenant shall observe and comply with the requirements
of all policies of insurance at any time in force with respect to the Premises and Tenant
shall also perform and satisfy the requirements of the insurance carriers of such policies,
so at all times companies of good standing which are satisfactory to Landlord shall be
willing to write or to continue such insurance.
10.7 Tenant's Certification of Insurance. Tenant shall furnish Landlord annually, or more often
in the event that Landlord requires, a certificate signed by an authorized officer of Tenant
containing a detailed list of the insurance policies maintained by Tenant which are then
outstanding and in force with respect to the Premises and stating that such insurance
complies with the requirements of this Section 10. Such certificates shall also be provided
in the event Tenant has elected to meet its insurance obligations with self-insurance in
accordance with Section 10.4, above.
10.8 Landlord's Insurance. Landlord shall maintain and cause any contractor performing
services at the Premises to maintain, as applicable, the following insurance:
(a) Commercial General liability insurance. Landlord shall maintain, and cause any
contractor performing services at the Premises to maintain, commercial general liability
insurance with combined single limits of liability of not less than $2,000,000 per
occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property
damage.
(b) Workers Compensation. Workers compensation insurance covering all persons
employed Landlord, and any persons employed by any contractor performing services at
the Premises (or cause such contractor to maintain workers compensation insurance with
respect to such contractor's employees), and with respect to whom death or bodily injury
claims could be asserted against Landlord, Tenant or the Premises, with statutory limits as
then required under the laws of the State of California.
(c) Automobile Liability. Automobile liability insurance covering all owned, non -
owned, and hired vehicles with a $1,000,000per accident limit for bodily injury and
property damage.
(d) Umbrella Liability. Umbrella liability policy "following form" of not less than Two
Million Dollars ($2,000,000), including a "drop down" feature in case the limits of the
primary policy are exhausted.
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11.0 DESTRUCTION OR DAMAGE
11.1 If the Premises or any portion thereof are destroyed or damaged, Tenant shall at its own
expense, promptly repair the damage, and Landlord shall make any applicable and
available insurance proceeds available for such purpose.
11.2 In the event that then existing laws do not permit the restoration of the Premises to
substantially the same nature as they we immediately before any such destruction or
damage or in the event that the Premises are, in Landlord's opinion, substantially or totally
destroyed, then at Landlord's sole election, this Lease shall terminate as of the date of such
destruction or damage and all insurance proceeds for damage or loss to the Premises shall
be paid to Landlord and all insurance proceeds for damage or loss to the leasehold
improvements and to Tenant's property shall be retained by Tenant.
12.0 INDEMNIFICATION
12.1 Without limiting Tenant's obligation to maintain insurance under Section 10 hereof, Tenant
shall indemnify and hold Landlord harmless against and from liability and claims of any
kind for loss or damage to property of Tenant or any other person, or for any injury to or
death of any person, arising out of. (1) Tenant's use and occupancy of the Premises, or any
work, activity or other thing allowed or suffered by Tenant to be done in, on or about the
Premises; (2) any breach or default by Tenant of any of Tenant's obligations under this
Lease; or (3) any negligent or otherwise tortious act or omission of Tenant, its agents,
employees, invitees or contractors; provided that such indemnity shall not extend to any
liability or claim to the extent arising from the occurrence of any event or circumstance for
which indemnity by the Landlord is provided for pursuant to Section 12.2. Tenant shall, at
Tenant's expense, and by counsel reasonably satisfactory to Landlord, defend Landlord in
any action or proceeding arising from any such claim and shall indemnify Landlord against
all costs, reasonable attorneys' fees, expert witness fees and any other reasonable expenses
incurred in such action or proceeding. As a material part of the consideration for Landlord's
execution of this Lease, Tenant hereby assumes all risk of damage or injury to any person
or property in, on or about the Premises from any cause.
12.2 Landlord shall indernify and hold Tenant harmless against and from liability and claims
of any kind for loss or damage to properly of Landlord or any other person, or for any
injury to or death of any person, arising out of. (1) Landlord's use of the Premises, or any
work, activity or other thing allowed or suffered by Landlord to be done in, on or about the
Premises; (2) any breach or default by Landlord of any of Landlord's obligations under
this Lease; or (3) any negligent or otherwise tortious act or omission of Landlord, its agents,
employees, invitees or contractors; provided that such indemnity shall not extend to any
liability or claim to the extent arising from the occurrence of any event or eircrunstance for
which indemnity by the Tenant is provided for pursuant to Section 12.1. Landlord shall, at
Landlord's expense, and by counsel reasonably satisfactory to Tenant, defend Tenant in
any action or proceeding arising from any such claim and shall indemnify Tenant against
all costs, reasonable attorneys' fees, expert witness fees and any other reasonable expenses
incurred in such action or proceeding. As a material part of the consideration for Landlord's
use of the Premises for special events and tours as set forth in Section 1.2, Landlord hereby
assumes all risk of damage or injury to any person or property in, on or about the Premises
from any cause.
13.0 WAIVER OF SUBROGATION
13.1 Landlord and Tenant each hereby waive all rights of recovery against the other and against the
officers, employees, agents and representatives of the other, on account of loss by or damage
to the waiving party or its property or the property of others under its control, to the extent that
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such loss or damage is insured against under any insurance policy which either may have in
force at the time of the loss or damage.
14.0 TENANT ESTOPPEL CERTIFICATES
14.1 Within ten (10) days after written request from Landlord, Tenant shall execute and deliver to
Land- lord or Landlord's designee, a written statement certifying (a) that this Lease is
unmodified and in full force and effect, or is in full force and effect as modified and stating the
modifications; (b) the amount of rent and the date to which rent and any additional rent have
been paid in advance; and (c) that Landlord is not in default hereunder or, if Landlord is claimed
to be in default, stating the nature of any claimed default. Any such statement may be relied
upon by a purchaser, assignee or lender. Tenant's failure to execute and deliver such statement
within the time required shall be conclusive upon Tenant that: (1) this Lease is in fill force and
effect and has not been modified except as represented by Landlord; (2) there are no uncured
defaults in Landlord's performance and that Tenant has no right of offset, counterclaim or
deduction against Rent; and (3) not more than one (1) month's Rent has been paid in advance.
15.0 TRANSFER OF LANDLORD'S INTEREST
15.1 In the event of any sale or transfer by Landlord of the Premises, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations contained in or derived
from this Lease arising out of any act, occurrence or omission relating to the Premises
occurring after the consummation of such sale or transfer. If any security deposit or prepaid
rent has been paid by Tenant, Landlord may transfer the security deposit or prepaid rent to
Landlord's successor and upon such transfer, Landlord shall be relieved of any and all further
liability with respect thereto. In such event, Tenant shall attorn to the purchaser, transferee or
assignee as the case may be, and recognize that party as Landlord under this Lease.
15.2 Notwithstanding anything herein to the contrary, no assignment, transfer or conveyance of the
Premises by Landlord shall be permitted without the prior written consent of Tenant, which
consent may be withheld in Tenant's sole and absolute discretion, and any such transfer or
conveyance without Tenant's consent shall be a breach of this Lease, In the event of any such
assignment, transfer or conveyance without Tenant's consent, Tenant may, at the option of
Tenant, terminate this Lease upon written notice to Landlord.
16.0 DEFAULT
16.1 Tenant's Default. The occurrence of any one or more of the following events shall constitute a
default and breach of this Lease by Tenant:
a. If Tenant abandons or vacates the Premises; or
b. If Tenant fails to pay any rent or any other charges required to be paid by Tenant under this
Lease and such failure continues for ten (10) days after written notice thereof from
Landlord to Tenant, provided that Landlord shall no longer be required to give such notice
if the payment is late more than one time in any calendar year; or
c. If Tenant fails to promptly and fully perform any other covenant, condition or agreement
contained in this Lease and such failure continues for thirty (30) days after written notice
thereof from Landlord to Tenant; provided if such default cannot reasonably be cured
within such thirty (30) days period, and Tenant has commenced curing that default within
that thirty (30) day period and thereafter diligently and expeditiously proceeds to cure that
default, then that thirty (30) day period will be extended for so long as reasonably required
by Tenant in the exercise of due diligence to cure that default, tip to a maximum of 90 days
after the notice to Tenant of the default; or
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d. If a writ of attachment or execution is levied on this Lease or on any of Tenant's property
and is not satisfied or released within fifteen (15) days of such levy; or
e. If Tenant makes a general assignment for the benefit of creditors, or provides for an
arrangement, composition, extension or adjustment with its creditors; or
If Tenant files a voluntary petition for relief or if a petition against Tenant in a proceeding
under the federal bankruptcy laws is filed and not withdrawn or dismissed within sixty (60)
days thereafter, or if under the provisions of any law pro- viding for reorganization or
winding up of corporations, any court of competent jurisdiction assumes jurisdiction,
custody or control of Tenant or any substantial part of its property and such jurisdiction,
custody or control remains in force relinquished, unstayed or unterminated for a period of
sixty (60) days.
16.2 Remedies. In the event of Tenant's default hereunder, then in addition to any other rights or
remedies Landlord may have under any law and at equity, Landlord shall have the right, at
Landlord's option, without further notice or demand of any kind to do the following:
a. Terminate this Lease and Tenant's right to possession of the Premises, and reenter the
Premises and take possession thereof, and Tenant shall have no further claim to the
Premises under this Lease; or
b. Continue this Lease in effect, reenter and occupy the Premises for the account of Tenant; or
c. Continue this Lease in effect, reenter and occupy the Premises for the account of Tenant and
collect any unpaid rent or other charges which have or thereafter become due and payable.
16.3 Waiver. The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any subsequent
breach of the same or any other term, covenant or condition. Acceptance of rent by Landlord
subsequent to any breach hereof shall not be deemed a waiver of any preceding breach other
than the failure to pay the particular rent so accepted, regardless of Landlord's knowledge of
any breach at the time of such acceptance of rent. Landlord shall not be deemed to have
waived any term, covenant or condition unless Landlord gives Tenant written notice of such
waiver.
16.4 Landlord's Default. If Landlord fails to perform any covenant, condition or agreement
contained in this Lease within thirty (30) days after receipt of written notice from Tenant
specifying such default, provided if such default cannot reasonably be cured within such thirty
(30) days period, and Landlord has commenced curing that default within that thirty (30) day
period and thereafter diligently and expeditiously proceeds to cure that default, then that thirty
(30) day period will be extended for so long as reasonably required by Landlord in the exercise
of due diligence to cure that default, up to a maximum of 90 days after the notice to Landlord
of the default, then Landlord shall be liable to Tenant for any damages sustained by Tenant as
a result of Landlord's breach. If, after notice to Landlord of default, Landlord (or any mortgage
or deed of trust beneficiary of Landlord) fails to cure the default as provided herein, then Tenant
shall have the right to cure that default at Landlord's expense.
16.5 Remedies Cumulative. The various rights and remedies reserved to Landlord in this Lease,
including those not specifically described in this Lease, shall be cumulative and Landlord may
pursue any or all of such rights and remedies, whether at the same time or otherwise.
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16.6 Late Charge. WITHOUT LIMITING THE EFFECT OF ANY OTHER PROVISION IN
THIS LEASE, IF TENANT IS FIFTEEN (15) DAYS OR LATER IN THE PAYMENT
OF ANY SUM DUE LANDLORD UNDER THIS LEASE, LANDLORD AND TENANT
AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT
TO ASCERTAIN THE ACTUAL RESULTING DAMAGES TO LANDLORD.
ACCORDINGLY, LANDLORD AND TENANT AGREE THAT FIVE PERCENT (5%)
OF THE LATE PAYMENT IS A REASONABLE ESTIMATE OF SUCH DAMAGES
AND SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE BY TENANT TO
LANDLORD IN EACH SUCH VENT.
Landl rd Initials Tenant (Initials
17.0 CURING TENANT'S DEFAULTS
17.1 If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may
(but shall not be obligated to) without waiving such default, perform the same for the account
and at the expense of Tenant. Tenant shall pay Landlord all reasonable costs of such
performance promptly upon receipt of an itemized bill therefor.
18.0 MISCELLANEOUS
18.1 Accord and Satisfaction, Allocation of Payments. No payment by Tenant or receipt by
Landlord of a lesser amount than the rent provided for in this Lease shall be deemed to be other
than on account of the earliest due rent, nor shall any endorsement or statement on any check
or letter accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord's right to recover the balance of the rent or pursue any other remedy provided
for in this Lease. In connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or other payment of
Tenant then not current and due or delinquent.
18.2 All provisions of this Lease to be performed by Tenant, whether covenants or conditions on
the part of Tenant, shall be deemed to be both covenants and conditions.
18.3 Attorneys' Fees. If any action or proceeding is brought by either party against the other
pertaining to or arising out of this Lease, the finally prevailing party shall be entitled to recover
all costs and expenses, including reasonable attorneys' fees, incurred on account of such action
or proceeding.
18.4 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LANDLORD AND TENANT HEREBY AGREE NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT
TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT NOW OR
HEREAFTER EXISTS WITH REGARD TO THIS LEASE. THIS WAIVER OF RIGHT
TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
LANDLORD AND TENANT, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. LANDLORD OR TENANT IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER.
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18.5 motions Articles and Section Numbers. The captions appearing within the body of this Lease
have been inserted as a matter of convenience and for reference only and in no way define,
limit or enlarge the scope or meaning of this Lease.
18.6 Choice of Law and Forum. This Lease shall be construed and enforced in accordance with the
laws of the State of California. Any action with respect to this Lease shall be brought in any
court with jurisdiction in the County of San Bernardino.
18.7 Counterparts, This Lease may be executed in multiple counterparts, all of which shall constitute
one and the same Lease.
18.8 Force Maieure. If due to acts of God, governmental restrictions or regulations or controls,
judicial orders, enemy or hostile government actions, civil commotion, or other causes beyond
the reasonable control of the Parties hereto, a Party shall fail to perform any of the terms of this
Lease, such failure and performance shall be excused for a period equal to the duration of that
prevention, delay or stoppage, and such prevention, delay or stoppage shall not constitute an
event of default under this Lease. Market factors or economic factors shall not under any
circumstances be deemed to excuse Landlord's or Tenant's performance of any of the terms of
this Lease.
18.9 Further Assurances. The Parties agree to promptly sign all documents reasonably requested to
give effect to the provisions of this Lease.
18.10 Prior Agreements; Amendments. This Lease contains all of the agreements of the Parties with
respect to any matter covered or mentioned in this Lease, and no prior agreement or
understanding pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing signed by the
Parties or their respective successors in interest.
18.11 Severability. In the event that any term or provision of this Lease or the application of the
same to any person or circumstance is, to any extent, invalid or unenforceable, the remainder
of this Lease or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby and each
term and provision of this Lease shall be valid and be enforced to the fullest extent permitted
by law.
18.12 Successors and Assigns. This Lease shall apply to and buid the heirs, personal representatives,
and permitted successors and assigns of the Parties.
18.13 Time of the Essence. Time is of the essence of this Lease.
18.14 Waiver. No failure in the exercise of any right or remedy provided for herein shall impair such
right or remedy or be construed as a waiver. The receipt and acceptance by Landlord of
delinquent rent shall not constitute a waiver of any other default; it shall constitute only a
waiver of timely payment for the particular rent payment involved. No act or conduct of
Landlord, including, without limitation, the acceptance of keys to the Premises, shall constitute
an acceptance of the surrender of the Premises by Tenant before the expiration of the Term.
Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of
the Premises and accomplish a termination of the Lease. Landlord's consent to or approval of
any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or
render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. Any
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waiver of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provisions of the Lease.
18.15 Notices. All notices required or permitted to be given under this Lease shall be in writing and
shall be deemed to have been given and received (a) when personally delivered, or delivered
by same -day courier; or (b) on the third business day after mailing by registered or certified
mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid
overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email or facsimile
and upon the receipt by the sending party of written confirmation by the receiving party;
provided, however, that an automated facsimile or email confirmation of delivery or read
receipt shall not constitute such confirmation.
18.15.1 If to Landlord: Email:
18.15.2 If to Tenant: Email:
IN WITNESS HEREOF, Parties hereto have executed this Lease as of the date set forth on page 1.
Redlands Historical Museum Association
By: �.
Name: S hen . Stnol on
Title: resident
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City of Redlands
By: �,_Ak_ V_/1
Name: Ni Rib ivc��
Title: Maw
ATTEST:
C), ek � A QX'. ��
nne Donaldson, City Clerk