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HomeMy WebLinkAboutContracts & Agreements_15-20252/25/25, 2:30 PM Document-29707680-Page-1 RECORDING REQUESTED BY: CITY OF REDLANDS WHEN RECORDED RETURN TO: CITY CLERK'S OFFICE CITY OF REDLANDS P.O. BOX 3005 REDLANDS, CA 92373 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 THIS SPACE FOR RECORDER'S USE ONLY) Electronically Recorded in Official Records San Bernardino County Assessor -Recorder -County Clerk DOC# 2026-0041621 02YL6I2026 Titles:1 Pages: 12 02:03 PM SAN Fees $0.00 Taxes $0.00 14311 CA S132 Fee $0.00 Total $0.00 LEASE AGREEMENT This Lease is made this 41h day of February, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("Landlord"), and Trinity Community Foundation, a California nonprofit public benefit corporation ("Tenant"). Landlord, in consideration of the rent to be paid by Tenant and of the covenants to be kept and performed by Tenant under this Lease, hereby leases to Tenant, and Tenant, in consideration of the covenants to be kept and performed by Landlord under this Lease, hereby leases from Landlord the real property with APN: 0170-082-09- 0000located at 611 Chapel Street in Redlands, California, as described in Exhibit "A" (the "Premises"). ARTICLE 1. TERM OF AGREEMENT Section 1.01. Initial Term. This Lease of the Premises shall be for an initial term of five (5) years commencing on the Effective Date of this Lease. Section 1,02. Renewal Tenn. Tenant shall have the option of renewing this lease for one (1) additional five (5) year term (:Renewal 'term") Tenant may exercise its option to renew by providing written notice to the Landlord not earlier than ninety (90) days and not later that forty-five (45) days prior to the expiration of the initial term, The Initial Term and Renewal Term are collectively referred to herein as the "Term" of this lease. Section 1.03. Early Termination. Notwithstanding the Term of this Lease, either Party may terminate this Lease, without cause and without penalty, at any time by providing one (1) years prior written notice to the other Party. Such termination shall be effective at the end of the one-year notice period unless otherwise agreed in writing by both Parties. This intent of this provision is to allow for flexibility and adaptability in the time for Tenant and Landlord to plan for the termination of the Lease and vacation of the Premises. ARTICLE 2. NOMINAL RENT Section 2.01. Rent. Tenant shall pay to Landlord rent for the Premises each year during the Term in the sum of one dollar ($1.00) ("Rent"). The Rent shall be payable annually on or before I:\cmo\Agreements\Chapel Trinity Community_ Foundation_Leme FY25-0016.doc-jm aboutblank ill June 18"i each year at the office of Landlord at 3 5 Cajon Street, Ste. 222,Redlands, California, or at any other place as Landlord may from time to time designate by written notice to Tenant. ARTICLE 3. USE OF PREMISES Section 3.01. Permitted Use. During the Term of this Lease, the Premises shall be used for operation of the Micah House Program for youth educational purposes, including but not limited to, tutoring, counseling, mentoring and recreational programs and activities for youth in 1st through 12th grades. Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. Further, Tenant shall not use or permit the Premises, or any part thereof, for the storage of hazardous or toxic chemicals or substances, or for any similar purpose. Section 3.03. Waste or Nuisance. Tenant shall not commit, or permit the commission of any waste or nuisance on the Premises. Tenant shall not maintain, commit, or permit the maintenance or commission, of any nuisance on the Premises as defined in Civil Code Section 3479, and Tenant shall not use or permit the use of the Premises for any unlawful purpose. Section 3.04. Compliance with Laws. Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, whether federal, state, county or municipal, relating to Tenant's use and occupancy of the Premises whether those statutes, ordinances, regulations and requirements are now in force or are subsequently enacted. Tenant shall defend, indemnify, and hold harmless Landlord and its elected and appointed officials, employees, and agents from and against any and all claims, losses and liability, including attorneys' fees for failure to comply with applicable laws relating to Tenant's use and occupancy of the Premises. The judgment of any court of competent jurisdiction, or the admission by Tenant in a proceeding brought against Tenant by any government entity, that Tenant has violated any statue, ordinance, regulation or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this Lease by Landlord. ARTICLE 4. UTILITIES Section 4.01. Tenant's Obligation. Tenant shall pay and hold Landlord free and harmless from all charges for utilities to the Premises including but not limited to water, electricity, gas, solid waste, telephone and security. -Tenant shall pay these utilities directly to provider of the service, and shall make payment as the charges become due and payable and in any event, before delinquency. ARTICLE 5. ALTERATIONS AND REPAIRS Section 5.01. Condition of Premises. Tenant accepts the Premises, as well as improvements located on the Premises, "as -is" and in their present condition. Section 5.02. Maintenance by Tenant. Tenant at its cost shall maintain in good condition all portions of the Premises, including but not limited to the following: 1. The structural parts of the building and other improvements that are a part of the Premises, which structural parts include the foundations, bearing and exterior walls I:\cmo\Agreements\Chapel Trinity_Coimnunity_Foundation_Lease FY25-0016.doc-jm (including glass and doors), subflooring and roof. 2. The electrical, plumbing and sewage systems, including those portions of the systems lying within the Premises. 3. Window frames, gutters and downspouts on the building and other improvements that are a part of the Premises. 4. Air conditioning, heating and ventilating systems servicing the Premises (air conditioning and heating filters are to be changed quarterly). 5. Interior maintenance and restrooms, including cleaning. 6. Tenant shall provide a written report to Landlord on or before March 15t" of each calendar year that summarizes the necessary repairs or maintenance performed on the Premises by Tenant during the preceding calendar year, and the anticipated maintenance and capital improvements that may be completed during the then -current calendar year. Upon five (5) days prior written notice, Landlord shall have the right to enter the Premises during a weekday, at reasonable times, for the purpose of determining whether the Premises are in good condition. Should an inspection disclose the need for maintenance or repairs, Landlord will provide Tenant with written notice of any items requiring repair or maintenance. If remedial action is not commenced on said items by Tenant within thirty (30) days from the provision of such notice and diligently pursued to completion thereafter, Landlord and its agents may enter the Premises and take whatever action is necessary to perform such maintenance or repairs at Tenant's expense, and Tenant shall reimburse Landlord for the cost of such repairs as set forth in Section 6.04. The Tenant shall have the right to accompany all Landlord representatives on all such inspections of the Premises. Landlord shall conduct its activities on the Premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance, or disturbance to the Tenant. Section 5.03. Alterations and Liens. Tenant shall not make or permit any other person to make, any significant, structural alterations to the Premises or to any improvements on the Premises without the prior written consent of Landlord. Tenant shall keep the Premises free and clear from any and all liens, claims and demands for work performed, materials furnished, or operations conducted on the Premises. Tenant shall defend, indemnify, and hold harmless Landlord and its elected and appointed officials, employees, and agents from and against any and all claims, losses and liability, including attorneys' fees for any and all liens, claims and demands for work performed, materials furnished, or operations conducted on the Premises by or at the direction of Tenant. Furthermore, any and all alterations, additions and improvements and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Tenant or any other person shall, on expiration or earlier termination of this Lease, become the property of Landlord and remain on the Premises. Section 5.04. Surrender of Premises. On expiration or earlier termination of this Lease, Tenant shall promptly surrender and deliver the Premises to Landlord in as good condition as at the date of this Lease, excluding reasonable wear and tear. ARTICLE 6. DEFAULT, ASSIGNMENT AND TERMINATION Section 6.01. Restriction Against Subletting or Assignment, Tenant shall not encumber, 3 C\mno\Agreements\Chapel Trinity_ Communily_Foundation_Lease FY25-0016.doe-jm assign or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without first obtaining the express prior written consent of Landlord. Tenant shall not sublet the Premises or any part of the Premises or allow any other person, other than Tenant's students, agents, invitees and employees to occupy the Premises or any part of the Premises without the prior written consent of Landlord. A consent by Landlord to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting or occupation of the Premises by another person. Any encumbrance, assignment, transfer or subletting without the prior written consent of Landlord, whether voluntary or involuntary, by operation of law or otherwise, is void and shall at the option of Landlord, immediately terminate this Lease. Section 6.02. Default Defined. The occurrence of the following shall constitute a default and breach of this Lease by Tenant: (1) failure by Tenant to observe and perform any provision of this Lease to be observed or performed by Tenant after written notice of Tenant's failure to cure such default to Tenant as set forth in Section 6.03. Section 6.03. Termination of Lease. In the event of any default by tenant under this Lease, in addition to any other remedies available to Landlord under this Lease or in law or in equity, Landlord shall have the right to terminate this Lease and all rights of Tenant hereunder by giving written notice of the termination. However, prior to giving such written notice of termination, Landlord shall give Tenant written notice of the default and provide Tenant thirty (30) days to cure such default. If Tenant fails to cure the default within the thirty (30) days, then Landlord may proceed with the written notice of termination. No act of Landlord shall be construed as terminating this Lease except written notice given by Landlord to Tenant advising Tenant that Landlord elects to terminate this Lease. Section 6.04. Landlord's Right to Cure Tenant Defaults. If Tenant breaches or fails to perform any of the covenants or provisions of this Lease, Landlord may, but shall not be required to, cure Tenant's breach. Any sum expended by Landlord, with the then maximum legal rate of interest, shall be reimbursed by Tenant to Landlord with the next due Rent payment under this Lease. Section 6.05. Cumulative Remedies. The remedies granted to Landlord in this Lease shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or provided in this Lease. Section 6.06. Non -Continuing Waiver. The waiver by Landlord of any breach by Tenant for any of the provisions of this Lease shall not constitute a continuing waiver of a waiver of any subsequent breach by Tenant whether of the same or another provision of this Lease. ARTICLE 7. MISCELLANEOUS Section 7.01. Force Majeure Unavoidable Delays. If the performance of any act required by this Lease to be performed by either Landlord or Tenant is prevented or delayed by reason of an Act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations or any other cause except financial inability that is not the fault of the party required to 2 1:\cmo\Agreemen[s\Chapel Trinity_Cownunity_Fonndadon Lease FY25-0016.doc-jm perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent by Tenant required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party required to perform the act. Section 7.02. Attorneys' Fees. If any action is commenced to enforce or interpret the terms or conditions of this Lease, the party prevailing in that action shall be entitled to, in addition to any costs and other relief that may be granted in the action, a reasonable sum as and for its attorney's fees in that action as determined by the court, including fees for a Party's use of in-house counsel. Section 7.03. Interpretation. Both Parties have agreed to the language of this Lease. Therefore, any ambiguity in the Lease shall not be resolved by a rule of interpretation providing for I onstruction against the creator of the ambiguity. Section 7.04. Notices. 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 the Parties to this Lease shall be in writing and be deemed duly served and given when personally delivered to the Party to whom they are directed, or in lieu of personal service, when deposited in the United States mail, first-class postage pre -paid, addressed to Tenant at 1551 Reservoir Road, Redland, California, 92374 or to Landlord at 35 Cajon Street, P.O. Box 3005, Redlands, California, 92373. Either Party, Tenant or Landlord, may change its address for the purpose of this section by giving written notice of that change to the other Party in the manner provided in this section. Section 7.05. Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to Tenant, and the Term created under 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 or their leasing by Landlord to Tenant not expressly set forth in this instrument are null and void. This Lease may be amended only by written agreement signed by the Parties. Section 7.06. Possessory Interest. Tenant shall pay any and all taxes and assessments 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 Tax Code Section 107.6, the Premises may be subject to property taxation and that Tenant may be deemed to have a possessory interest in such property and may be subject to the payment of property taxes levied on such interest unless an applicable exemption exists. Section 7.07. Assignment. Tenant shall not assign this Lease, or any interest in it, without prior written consent of Landlord. Consent to any one assignment by Landlord shall not be deemed consent to any subsequent assignment. Any such assignment without the prior written consent of Landlord shall be void, and shall at Landlord's option terminate this Lease. Tenant's interest in this Lease shall not be assignable by operation of law, without the written consent of Landlord. Section 7.08. Hold Harmless, Defense Obligation and Indemnity. Tenant shall defend, indemnify and hold Landlord, and Landlord's elected officials, officers, employees, free and 1:\cmolAgreements\Chapel Trinity_Community_Foundation_Lease FY25-0016.docym harmless from and against any and all losses, claims, damages, actions, causes of action, costs, property damage and injuries, including death, and any attorneys' fees, arising out of or in connection with Tenant's, and its employees', agents and invitees use or occupancy of the Premises its programming and services including and any attendant activities undertaken by any of them during the terin of this Lease. Section 7.09. Non -Discrimination. Tenant shall comply with all applicable local, state and federal requirements in providing non-discriminatory services and programming on the Premises during the term of the Lease. Section 7.10. Indemnity. Tenant shall defend, indemnify and hold Landlord and Landlord's elected and appointed officials, employees and agents harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of Tenant, its employees, contractors, invitees or agents, except to the extent such claims or damages may be due to or caused by the sole negligence or willful misconduct of the Landlord and Landlord's elected and appointed officials, employees and agents. The obligations under this Section shall survive the expiration or termination of this Lease. Section 7.11 Insurance. Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased premises as shown in Exhibit B. The cost of such insurance shall be borne by the Lessee. Executed on this 0' day of February, 2025, at Redlands, California. CITY OF REDLANDS Mario Saucedo, Mayor ATTEST: Xa�ne Donaldson, City Clerk TRINITY COMMUNITY FOUNDATION Scott`Clayton, Treasurer I:lcmo\AgreementslChapel Trinity_Community_Foundation_Lease FY25-0016.doc jm CALIFORNIA ACKNOWLEDGEMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Bernardino On Tuesday, February 25, 2025 before me, Jennifer Macias, Notary Public, personally appeared Mario Saucedo and Jeanne Donaldson, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, 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 under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signat re S' natu of Notary Public *my JENNIFERMACIAS Notary Public • CaliforniaSan Bernardino CountyCommission # 2388913 Comm, Expires Dec 31, 2025 (Seal) Copyright O 2018 NotaryAcknowledgement.com. All Rights Reserved. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of t 3Cv nafa)'ro ) On cl before me, I, CLal L.c IR ��,� ���Gtr pr,� ;;- (insert name and title oft e officer personally appeared qco �% r 1G`V--LoV) who proved to me on the basis of satisfa tory evidence to be the person(gwhose name(p)yislae subscribed to the within instrument and acknowledged to me that he/,sreltf ey executed the same in hislh4rltheci'r authorized capacity(), and that by his/holrlth-eir signatures on the instrument the persons , or the entity upon behalf of which the personKacted, 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. WILLIAM C. CLAYTON COMM, #2434005 z °� Y= uy Notary Public • California o WITNESS my hand and official seal. Z' ^. , Riverside County My Comm. Expires Jan. 12, 2027 1� �' Signature (Seal) EXHIBIT A LEGAL DESCRIPTION • LUGONIA HEIGHTS LOTS 15 AND 16 BLK 8 JAomo\Agreements\Chapel TrinityCotmnunity_Fonndation_Leme FY25-0016.doe-jm EXHIBIT B MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 3. Workers' Compensation insurance as requited by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to lessees with employees). 4. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. 5. Public Liability Insurance: Tenant shall secure and maintain throughout 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, for bodily injury and property damages issued by a responsible insurance company licensed to do business in the State of California and acceptable to Landlord. Tenant shall require the carriers of the above required coverage to waive all rights of subrogation against Landlord and its elected officials, officers, employees, agents and volunteers. If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in comiection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).Primary Coverage For any claims related to this contract, the Lessee's insurance coverage shall be primary and I:\cmo\Agreements\Chapel Trinity_Coimnunity_Foundation_Lease FY25-0016.doe-jm non-contributory and at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. Umbrella or Excess Policy The Lessee may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self -Insured Retentions (SIRS), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess liability policies are exhausted. Legal Liability Coverage The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Lessee hereby grants to Entity a waiver of any right to subrogation which any insurer of said Lessee may acquire against the Entity by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. The CGL and any policies, including Excess liability policies, may not be subject to a self -insured retention (SIR) or deductible that exceeds 25 000 [fill in the amount for your comfort level for the specific Lessee and job — it could be much higher, or in the case of a very small Lessee, you might want it lower] unless approved in writing by Entity. Any and all deductibles and SIRS shall be the sole responsibility of Lessee who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. Entity may deduct from any amounts otherwise due Lessee to fund the SIR/deductible. Policies shall NOT contain any self -insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss 9 1:\emo\Agreomeras\C11ape1 Trinity Community Foundation Lease FY25-0016,doe-jm Adjustment Expenses, will satisfy the SIR or deductible. Entity reserves the right to obtain a copy of any policies and endorsements for verification. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than ANII, unless otherwise acceptable to the Entity. Verification of Coverage Lessee shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 10 T:\cmo\Agreements\Chapel Trinity_ Community_Poundation_Lease PY25-0016.doe-jm 4/1/25, 11:23AM Docu ment-29990995-Page-1 RECORDING REQUESTED BY: CITY OF REDLANDS WHEN RECORDED RETURN TO: CITY CLERKS OFFICE CITY OF REDLANDS P.O. BOX 3005 REDLANDS, CA 92373 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 THIS SPACE FOR RECORDERS USE ONLY) Electronically Recorded In Official Records San Bernardino County Assessor -Recorder -County Clerk DOC# 2025.0069327 04/01/2025 Titles:1 Pages: 12 11:06 AM SAN Fees $0.00 Taxes $0.00 J9784 CA S132 Fee $0.00 Total $0.00 LEASE AGREEMENT This Lease is made this 401 day of February, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("Landlord"), and Trinity Community Foundation, a nonprofit, public benefit corporation ("Tenant"). Landlord, in consideration of the rent to be paid by Tenant and of the covenants to be kept and performed by Tenant under this Lease, hereby leases to Tenant, and Tenant, in consideration of the covenants to be kept and performed by Landlord under this Lease, hereby leases from Landlord the real property with APN: 0169-091-13-0000_located at 1006 Oxford Drive in Redlands, California as described in Exhibit "A" (hereinafter the "Premises"). ARTICLE 1. TERM OF AGREEMENT Section 1.01. Initial Term. This Lease of the Premises shall be for an initial term of five (5) years commencing on the Effective Date of this Lease. Section 1,02. Renewal Term. Tenant shall have the option of renewing this lease for one (1) additional five (5) year term (:Renewal Term") Tenant may exercise its option to renew by providing written notice to the Landlord not earlier than ninety (90) days and not later that forty-five (45) days prior to the expiration of the initial term. The Initial Term and Renewal Term are collectively referred to herein as the "Term" of this lease. Sectionl 003. Early Termination. Notwithstanding the Term of this Lease, either Party may terminate this Lease, without cause and without penalty, at anytime by providing one (1) years prior written notice to the other Party, Such termination shall be effective at the end of the one-year notice period unless otherwise agreed in writing by both Parties. This intent of this provision is to allow for flexibility and adaptability in the time for Tenant and Landlord to plan for the termination of the Lease and vacation of the Premises. ARTICLE 2. NOMINAL RENT Section 2.01. Rent. Tenant shall pay to Landlord rent for the Premises each year during the Term in the sum of one dollar ($1.00) ("Rent'). The Rent shall be payable annually on or before 1:\cmo\Agmements\0xford_ Trinity_Community_Foundation_I-me FY25-0017.doc jm about:blank 1/1 June 18'i' each year at the office of Landlord at 35 Cajon Street, Ste. 222, Redlands, California, or at any other place as Landlord may from time to time designate by written notice to Tenant. ARTICLE 3. USE OF PREMISES Section 3.01. Permitted Use. During the Term of this Lease, the Premises shall be used for operation of the Micah House Program for youth educational purposes, including but not limited to, tutoring, counseling, mentoring and recreational programs and activities for youth in 1 s'through 121 grades. Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. Further, Tenant shall not use or permit the Premises, or any part thereof, for the storage of hazardous or toxic chemicals or substances, or for any similar purpose. Section 3.03. Waste or Nuisance. Tenant shall not commit, or permit the commission of any waste or nuisance on the Premises. Tenant shall not maintain, commit, or permit the maintenance or commission, of any nuisance on the Premises as defined in Civil Code Section 3479, and Tenant shall not use or permit the use of the Premises for any unlawful purpose. Section 3.04. Compliance with Laws. Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, whether federal, state, county or municipal, relating to Tenant's use and occupancy of the Premises whether those statutes, ordinances, regulations and requirements are now in force or are subsequently enacted. Tenant shall defend, indemnify, and hold harmless Landlord and its elected and appointed officials, employees, and agents from and against any and all claims, losses and liability, including attorneys' fees for failure to comply with applicable laws relating to Tenant's use and occupancy of the Premises. The judgment of any court of competent jurisdiction, or the admission by Tenant in a proceeding brought against Tenant by any government entity, that Tenant has violated any statue, ordinance, regulation or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this Lease by Landlord. ARTICLE 4. UTILITIES Section 4.01. Tenant's Oblijzation. Tenant shall pay and hold Landlord free and harmless from all charges for utilities to the Premises including but not limited to water, electricity, gas, solid waste, telephone and security. Tenant shall pay these utilities directly to provider of the service, and shall make payment as the charges become due and payable and in any event, before delinquency. ARTICLE 5. ALTERATIONS AND REPAIRS Section 5.01. Condition of Premises. Tenant accepts the Premises, as well as improvements located on the Premises, "as -is" and in their present condition. Section 5.02. Maintenance by Tenant. Tenant at its cost shall maintain in good condition all portions of the Premises, including but not limited to the following: 1. The structural parts of the building and other improvements that are a part of the 2 Bemo\Agreements\Oxford_Trinity_Comnunity_Foundation_Lease FY25-0017.doo-jm Premises, which structural parts include the foundations, bearing and exterior walls (including glass and doors), subflooring and roof. 2. The electrical, plumbing and sewage systems, including those portions of the systems lying within the Premises. 3. Window frames, gutters and downspouts on the building and other improvements that are a part of the Premises. 4. Air conditioning, heating and ventilating systems servicing the Premises (air conditioning and heating filters are to be changed quarterly). 5. Interior maintenance and restrooms, including cleaning. 6. Tenant shall provide a written report to Landlord on or before March 15ffi of each calendar year that summarizes the necessaryrepairs or maintenance performed on the Premises by Tenant during the preceding calendar year, and the anticipated maintenance and capital improvements that may be completed during the then -current calendar year. Upon five (5) days prior written notice, Landlord shall have the right to enter the Premises during a weekday, at reasonable times, for the purpose of determining whether the Premises are in good condition. Should an inspection disclose the need for maintenance or repairs, Landlord will provide Tenant with written notice of any items requiring repair or maintenance. If remedial action is not commenced on said items by Tenant within thirty (30) days from the provision of such notice and diligently pursued to completion thereafter, Landlord and its agents may enter the Premises and take whatever action is necessary to perform such maintenance or repairs and Tenant shall reimburse Landlord for the cost of such repairs as set forth in Section 6.04. The Tenant shall have the right to accompany all Landlord representatives on all such inspections of the Premises. Landlord shall conduct its activities on the Premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance, or disturbance to the Tenant. Section 5.03. Alterations and Liens. Tenant shall not make or permit any other person to make, any significant, structural alterations to the Premises or to any improvements on the Premises without the prior written consent of Landlord. Tenant shall keep the Premises free and clear from any and all liens, claims and demands for work performed, materials furnished, or operations conducted on the Premises. Tenant shall defend, indemnify, and hold harmless Landlord and its elected and appointed officials, employees, and agents from and against any and all claims, losses and liability, including attorneys' fees for any and all liens, claims and demands for work performed, materials furnished, or operations conducted on the Premises by or at the direction of Tenant. Furthermore, any and all alterations, additions and improvements and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Tenant or any other person shall, on expiration or earlier termination of this Lease, become the property of Landlord and remain on the Premises. Section 5.04. Surrender of Premises. On expiration or earlier termination of this Lease, Tenant shall promptly surrender and deliver the Premises to Landlord in as good condition as at the date of this Lease, excluding reasonable wear and tear. ARTICLE 6. DEFAULT, ASSIGNMENT AND TERMINATION I: cmo\ agreements\Oxford_Trinity_Community_Foundation_Lease FY25-0017.doc-jm Section 6.01. Restriction Against Subletting or Assignment. Tenant shall not encumber, assign or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without first obtaining the express prior written consent of Landlord. Tenant shall not sublet the Premises or any part of the Premises or allow any other person, other than Tenant's students, agents, invitees and employees, to occupy the Premises or any part of the Premises without the prior written consent of Landlord. A consent by Landlord to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting or occupation of the Premises by another person. Any encumbrance, assignment, transfer or subletting without the prior written consent of Landlord, whether voluntary or involuntary, by operation of law or otherwise, is void and shall at the option of Landlord, immediately terminate this Lease. Section 6.02. Default Defined. The occurrence of the following shall constitute a default and breach of this Lease by Tenant: (1) failure by Tenant to observe and perform any provision of this Lease to be observed or performed by Tenant after written notice of Tenant's failure to cure such default to Tenant as set forth in Section 6.03. Section 6.03. Termination of Lease. In the event of any default by Tenant under this Lease, in addition to any other remedies available to Landlord under this Lease or in law or in equity, Landlord shall have the right to terminate this Lease and all rights of Tenant hereunder by giving written notice of the termination. However, prior to giving such written notice of termination, Landlord shall give Tenant written notice of the default and provide Tenant thirty (30) days to cure such default. If Tenant fails to cure the default within the thirty (30) days, then Landlord may proceed with the written notice of termination. No act of Landlord shall be construed as terminating this Lease except written notice given by Landlord to Tenant advising Tenant that Landlord elects to terminate this Lease. Section 6.04. Landlord's Right to Cure Tenant Defaults. If Tenant breaches or fails to perform any of the covenants or provisions of this Lease, Landlord may, but shall not be required to, cure Tenant's breach. Any sum expended by Landlord, with the then maximum legal rate of interest, shall be reimbursed by Tenant to Landlord with the next due Rent payment under this Lease. Section 6.05. Cumulative Remedies. The remedies granted to Landlord in this Lease shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or provided in this Lease. Section 6.06. Non -Continuing Waiver. The waiver by Landlord of any breach by Tenant for any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant whether of the same or another provision of this Lease. ARTICLE 7. MISCELLANEOUS Section 7.01. Force Majeure ; Unavoidable Delays. If the performance of any act required by this Lease to be performed by either Landlord or Tenant is prevented or delayed by reason of an IAcino\Agreements\Oxford_ Trinity _ Community_ Foundation_Lease FY25-0017.doe-jm Act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations or any other cause except financial inability that is not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent by Tenant required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party required to perform the act. Section 7.02. Attorneys' Fees. If any action is commenced to enforce or interpret the terms or conditions of this Lease, the party prevailing in that action shall be entitled to, in addition to any costs and other relief that may be granted in the action, a reasonable sum as and for its attorney's fees in that action as determined by the court, including fees for a Party's use of in-house counsel. Section 7.03. Interpretation. Both Parties have agreed to the language of this Lease. Therefore, any ambiguity in the Lease shall not be resolved by a rule of interpretation providing for construction against the creator of the ambiguity. Section 7.04. Notices. 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 the Parties to this Lease shall be in writing and be deemed duly served and given when personally delivered to the Party to whom they are directed, or in lieu of personal service, when deposited in the United States snail, first-class postage pre -paid, addressed to Tenant at 1551 Reservoir Road, Redland, California, 92374 or to Landlord at 35 Cajon Street, P.O. Box 3005, Redlands, California, 92373. Either Party, Tenant or Landlord, may change its address for the purpose of this section by giving written notice of that change to the other Party in the manner provided in this section. Section 7.05. Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to Tenant, and the Tenn created under 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 or their leasing by Landlord to Tenant not expressly set forth in this instrument are mill and void. This Lease may be amended only by written agreement signed by the Parties. Section 7.06. Possessory Interest. Tenant shall pay any and all taxes and assessments 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 Tax Code Section 107.6, the Premises may be subject to property taxation and that Tenant may be deemed to have a possessory interest in such property and may be subject to the payment of property taxes levied on such interest unless an applicable exemption exists. Section 7.07. Assignment. Tenant shall not assign this Lease, or any interest in it, without prior written consent of Landlord. Consent to any one assignment by Landlord shall not be deemed consent to any subsequent assignment. Any such assignment without the prior written consent of Landlord shall be void, and shall at Landlord's option terminate this Lease. Tenant's interest in this Lease shall not be assignable by operation of law, without the written consent of Landlord. 1:\cmo\Agreements\0xf6rd_Tiinity_Commimity_Fonndation_Lcase FY25-0017.doc-jm Section 7.08. Hold Harmless, Defense Obligation and Indemnity. Tenant shall defend, indemnify and hold Landlord, and Landlord's elected officials, officers, employees, free and harmless from and against any and all losses, claims, damages, actions, causes of action, costs, property damage and injuries, including death, and any attorneys' fees, arising out of or in connection with Tenant's, and its employees', agents' and invitees' use or occupancy of the Premises and its programming and services including any attendant activities undertaken by any of them during the terin of this Lease. Section 7.09. Non -Discrimination. Tenant shall comply with all applicable local, state and federal requirements in providing non-discriminatory services and programming on the Premises during the term of the Lease. Section 7.10. hndemnity. Tenant shall defend, indemnify and hold Landlord and Landlord's elected and appointed officials, employees and agents harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of the Tenant, its employees, contractors, invitees or agents, except to the extent such claims or damages may be due to or caused by the sole negligence or willful misconduct of the Landlord and LandIord's elected and appointed officials, employees and agents. The obligations under this Section shall survive the expiration or termination of this Lease. Section 7.11. Insurance. Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased premises as shown in Exhibit B. The cost of such insurance shall be borne by the Lessee. Executed on this 4t' day of February, 2025, at Redlands, California. CITY OF REDLANDS Mario Saucedo, Mayor ATTEST: V J&rwe Donaldson, City Clerk Co TRINITY COMMUNITY FOUNDATION Scott/Clayton, Treasurer I:1cinolAgreementslOxford_Trinity_Community_Foundation_Lease FY25-0017.doc jm CALIFORNIA ACKNOWLEDGEMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Bernardino On Tuesday, February 25, 2025 before me, Jennifer Macias, Notary Public, personally appeared Mario Saucedo and Jeanne Donaldson, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, 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 under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Si na a of Notary Public JENNIFER MACIAS = Notary Public - California x z San Bernardino County > ° Commission # 2388813 My Comm. Expires Dec 31, 2025 (Seal) Copyright O 2018 NotaryAcknowledgement.com. All Rights Reserved. ACKNOWLEDGMENT A notary.public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sav^ Y n V at no ) On 2- l 01-Z S before me, �N i I I iom C. CA(&I- !rj Notavy FubiIG (insert name and title of the officer) personally appeared Swki who proved to me on the basis of satisfactory evidence to be the personp whose nam ) is/fie subscribed to the within instrument and acknowledged to me that he eltbey executed the same in his/Kr/their authorized capacity(ies), and that by his/her/their signature s) on the instrument the person* or the entity upon behalf of which the personK 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. WILLIAM C. CLAYTON COMM. #2434005 zz ° "=wq4. Notary Public • California p WITNESS my hand and official seal. Z Riverside County M Comm. Expires Jan. 12. 202I Signature (Seal) EXHIBIT A LEGAL DESCRIPTION s TRACT 6904 LOT 20 TRACT NO 6904 LOT 20 C\cmo\Agreements\0xford_Trinity_Community_Foundation _Lmse FY25-0017.cloc-jnt EXHIBIT B MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to lessees with employees). 4. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. 5. Public Liability Insurance: Tenant shall secure and maintain throughout 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, for bodily injury and property damages issued by a responsible insurance company licensed to do business in the State of California and acceptable to Landlord. Tenant shall require the carriers of the above required coverage to waive all rights of subrogation against Landlord and its elected officials, officers, employees, agents and volunteers. If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 8 11emo\Agreements\Oxford_ Trinity _ Community_Foundation_Lease FY25-0017.doc-jm Primary Coverage For any claims related to this contract, the Lessee's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. Umbrella or Excess Policy The Lessee may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess liability policies are exhausted. Legal Liability Coverage The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Lessee hereby grants to Entity a waiver of any right to subrogation which any insurer of said Lessee may acquire against the Entity by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. The CGL and any policies, including Excess liability policies, may not be subject to a self -insured retention (SIR) or deductible that exceeds $25,000 [fill in the amount for your comfort level for the specific Lessee and job — it could be much higher, or in the case of a very small Lessee, you might want it lower] unless approved in writing by Entity. Any and all deductibles and SIRS shall be the sole responsibility of Lessee who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. L\cmo\Agr=rnents\Oxford_Trinity_Community_Foundation_Lease FY25-0017.doc-jm Entity may deduct from any amounts otherwise due Lessee to fund the SIR/deductible. Policies shall NOT contain any self -insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. Entity reserves the right to obtain a copy of any policies and endorsements for verification. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Verification of Coverage Lessee shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 10 1:\cmo\Agreements\Oxford_Trinity_Commmnity_Foundation_Lease FY25-0017.doe-jm