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DOC ID: 4722
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Mark Scott M/CC Meeting Date: 11/07/2016
Prepared by: Tanya Romo, (909) 384-
5122
Dept: City Manager Ward(s): 1
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Approving
a Lease Agreement with the Inland Empire 66Ers Baseball Club of San Bernardino, Inc.
for the Property Located at 280 South "E" Street, San Bernardino, California and
Approving Certain Related Actions. (#4722)
Current Business Registration Certificate: Yes
Financial Impact:
Financial impact identified in the staff report.
Motion: Adopt the Resolution.
Background:
Effective June 18, 1996, the City and the Inland Empire 66ers Baseball Club of San
Bernardino, Inc. (formerly known as the San Bernardino Stampede, Inc.) entered into an
up to 20-year lease (the "1996 Lease") for the City's baseball stadium property. The
baseball stadium property consists of an approximately 1,184,832 square-foot baseball
stadium and related improvements, which are municipal facilities, on a 27.20-acre
parcel of land designated as Assessor's Parcel Number 0136-111-23 and located at
280 South "E" Street, San Bernardino California (the "Property"). The term of the 1996
Lease expires on December 31, 2016.
The 66ers have requested a new lease with the City for the Property for a term of up to
10 years to be effective on or after January 1, 2017 (the "2017 Lease"). The proposed
2017 Lease also includes provisions for funding of up to $2 million-worth of replacement
or reconfiguration of certain improvements, as well as regular maintenance costs that
are needed at the Property. A copy of the 2017 Lease is included as Exhibit "A" to the
attached Resolution.
The Property is currently owned by the City of San Bernardino as Successor Agency to
the former Redevelopment Agency of the City of San Bernardino (the "Successor
Agency"), a separate legal entity from City established by § 34173 of the California
Health and Safety Code (the "HSC"). The City is the sponsoring entity of the Successor
Agency as defined in HSC § 34171(n) and certain actions of the Successor Agency are
subject to the approval of its Oversight Board (the "Oversight Board") established by
HSC § 34179.
Pursuant to HSC § 34191.5(b), the Successor Agency prepared and submitted to the
California Department of Finance (the "DOF") a long-range property management plan
Updated: 11/3/2016 by Tanya Romo Packet Pg.941
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4722
("LRPMP") that was approved by DOF on December 31, 2015. The LRPMP governs
the Successor Agency's disposition of its real property assets, including the Property.
As a part of its approval of the LRPMP, DOF has required that the Property be sold, and
has advised the Successor Agency that the Property can be sold to a third party or to a
public entity, which could include City. The LRPMP requires that the Successor Agency
obtain Oversight Board and DOF approval of property sales.
The Successor Agency is proposing to sell the Property to the City at its fair market
value consistent with the provisions of the LRPMP and DOF's guidance for the sale of
the Property. In that regard, the Successor Agency has hired an appraiser to appraise
the Property. The Oversight Board's and DOF's approval of the conveyance of the
Property by the Successor Agency to City at a sales price acceptable to City in its sole
discretion are conditions precedent to the effectiveness of the 2017 Lease. Consistent
with the foregoing, the City should seek to purchase the Property from the Successor
Agency and then lease an interest therein, as more particularly provided within the 2017
Lease to the 66ers conditioned upon the City obtaining fee simple ownership of the
Property. The determination with respect to the acquisition of the Property will be made
a later date once the appraisal has been completed.
Certain of the capital improvements located at the Property are in need of replacement
or reconfiguration and require regular maintenance. The Successor Agency lacks funds
to pay for these items and does not expect to have moneys applicable for such purpose
in the future. Further, the City is a municipal bankruptcy debtor in the matter of In re
City of San Bernardino, California, Case No. 6:12-bk-28006-MJ in the United States
Bankruptcy Court for the Central District of California, Riverside Division. In connection
with its plan for the adjustment of its debts in order to achieve solvency, on September
30, 2016 the City submitted to the bankruptcy court the City of San Bernardino Long-
Range Financial Model (the "Financial Model"). However, the Financial Model does not
include funding for the acquisition of the Property or any of the replacement or
reconfiguration of certain improvements, as well as regular maintenance costs that are
needed at the Property. Therefore, the City may not use any of its General Fund money
to acquire the Property or to pay any expense contemplated by the 2017 Lease.
However, pursuant to HSC § 34191.4(c), proceeds from the 2010A and 2010B Tax
Allocation Bonds issued by the San Bernardino Joint Powers Financing Authority on
behalf of the former Redevelopment Agency of the City of San Bernardino (the "2010
Bond Proceeds") may be used to fund municipal improvements within the corporate
limits of the City of San Bernardino. On March 21, 2016, the Successor Agency and the
City entered into a Bond Expenditure Agreement (the "BEA") for the purpose of
transferring responsibility for the management of the use of the 2010 Bond Proceeds to
City. The BEA was subsequently approved by the Oversight Board and DOF and it
therefore fully effective. Because of the foregoing, the City has approximately $6.2
million of 2010 Bond Proceeds that it may use for selected municipal facilities.
Consistent with the foregoing, the City would use a portion of the 2010 Bond Proceeds
for the acquisition of the Property and up to $2 million for certain of the replacement or
reconfiguration, as well as regular maintenance costs that are needed at the Property
subject to the provisions therefor described in the 2017 Lease.
Updated: 11/3/2016 by Tanya Romo Packet Pg.942
4722
In addition, the attached Resolution has been reviewed with respect to applicability of
the California Environmental Quality Act (the "CEQA"), the State CEQA Guidelines
(California Code of Regulations, Title 14, §§ 15000 et seq., hereafter the "Guidelines"),
and the City's environmental guidelines. Therefore, the attached Resolution is not a
"project" for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378,
because this Resolution constitutes general policy and procedure making and
organizational or administrative activity that will not result in a direct or indirect physical
change in the environment, per § 15378 (b) (5) of the CEQA Guidelines.
Fiscal Impact:
The City has approximately $6.2 million of 2010 Bond Proceeds that it may use for
selected municipal facilities. Subject to the effectiveness of the 2017 Lease, the City
would use up to $2 million of 2010 Bond Proceeds for certain of the replacement or
reconfiguration, as well as regular maintenance costs that are needed at the Property.
In addition, subject to a later consideration of the possibility of acquiring the Property
from the Successor Agency, an additional amount of 2010 Bond Proceeds could be
used to fund acquisition costs. The specific amount will be determined later. In any
event the City will not be required to purchase the Property. However, if the City does
not purchase the Property, the 2017 Lease will not become effective.
Recommendation:
It is recommended that the Mayor and Common Council adopt a Resolution approving a
Lease Agreement with the Inland Empire 66ers Baseball Club of San Bernardino, Inc.
v for the ro ert located at 280 South "E" Street, San Bernardino, California and
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approving certain related actions.
Supporting Documents:
MCC Resolution Approving Baseball Lease 11-7-16 (DOC)
agrmt. 4722 (PDF)
Updated: 11/3/2016 by Tanya Romo Packet Pg. 943
1 RESOLUTION NO. 2016-
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING A LEASE AGREEMENT WITH THE INLAND
3 EMPIRE 66ERS BASEBALL CLUB OF SAN BERNARDINO, INC. FOR THE PROPERTY
4 LOCATED AT 280 SOUTH "E" STREET, SAN BERNARDINO, CALIFORNIA AND
APPROVING CERTAIN RELATED ACTIONS
5
WHEREAS, the City of San Bernardino (the "City") is a charter city in the County of San
6
Bernardino, State of California; and
7
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WHEREAS, the Inland Empire 66ers Baseball Club of San Bernardino, Inc. (the "66ers") E
8 2
is a corporation organized under California law and operates a Class A-Advanced minor league
9
baseball team which is a member of the California League(the "League"); and
10
WHEREAS, pursuant to the certain lease dated June 18, 1996 by and between the City and m
11 ••
12 the 66ers (the "1996 Lease"), the 66ers currently occupy an approximately 1,184,832 square-foot N
baseball stadium and related improvements, which are municipal facilities, on a 27.20-acre parcel of
13 ti
land designated as Assessor's Parcel Number 0136-111-23 and located at 280 South "E" Street, San
14
15 Bernardino California(the "Property"); and CU
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WHEREAS, the term of the 1996 Lease expires on December 31, 2016; and
16
WHEREAS, the 66ers have requested to enter into a new lease with the City for the
17 m
Property for a term of up to ten (10) years to be effective, subject to the City's fee ownership of the
18 >
Property as further described herein on or after January 1 2017 the "2017 Lease" °
p y y ( ), a copy of �
19
which is included as Exhibit"A"to this Resolution; and
20
WHEREAS, the proposed 2017 Lease also includes provisions for funding of up to $2
21
million-worth of replacement or reconfiguration of certain improvements, as well as regular
22 U
maintenance costs that are needed at the Property; and
23
WHEREAS, the Property is currently owned by the City of San Bernardino as Successor
24
Agency to the former Redevelopment Agency of the City of San Bernardino (the "Successor y
25 a
Agency"), a separate legal entity from the City established by § 34173 of the California Health and
26
Safety Code (the"HSC"); and
27
28
1 Packet Pg.944
7.C.a
1 WHEREAS, the City is the sponsoring entity of the Successor Agency as defined in HSC §
2 34171(n) and certain actions of the Successor Agency are subject to the approval of its Oversight
3 Board(the"Oversight Board") established by HSC § 34179; and
4 WHEREAS, pursuant to HSC § 34191.5(b), the Successor Agency prepared and submitted
5 to the California Department of Finance (the "DOF") a long-range property management plan
6 ("LRPMP")that was approved by DOF on December 31, 2015; and
7 WHEREAS, the LRPMP governs the Successor Agency's disposition of its real property
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8 assets, including the Property; and
9 WHEREAS, as a part of its approval of the LRPMP, DOF has required that the Property be Cn
10 sold, and has advised the Successor Agency that the Property can be sold to a third party or to a N
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11 public entity, which could include the City; and
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12 WHEREAS, the LRPMP requires that the Successor Agency obtain Oversight Board and
13 DOF approval of property sales; and
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14 WHEREAS, the Successor Agency is proposing to sell the Property to the City at its fair r
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15 market value consistent with the provisions of the LRPMP and DOF's guidance for the sale of the 0
16 Property; and -0
17 WHEREAS, the Oversight Board's and DOF's approval of the conveyance of the Property m
18 by the Successor Agency to the City at a sales price acceptable to the City in its sole discretion are o
19 conditions precedent to the effectiveness of the 2017 Lease; and a
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20 WHEREAS, consistent with the foregoing, the City intends to seek to purchase the °
21 Property from the Successor Agency and then lease an interest therein, as more particularly
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22 provided within the 2017 Lease, a copy of which is included as Exhibit "A" to this Resolution, to
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23 the 66ers conditioned upon the City obtaining fee simple ownership of the Property; and
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24 WHEREAS, certain of the capital improvements located at the Property require
25 replacement or reconfiguration, as well as regular maintenance costs and the Successor Agency a
26 lacks funds to pay for these items and does not expect to have moneys applicable for such purpose
27 in the future; and
28
2 Packet Pg. 945
7.C.a
1 WHEREAS, the City is a municipal bankruptcy debtor in the matter of In re City of San
2 Bernardino, California, Case No. 6:12-bk-28006-MJ in the United States Bankruptcy Court for the
3 Central District of California, Riverside Division; and
4 WHEREAS, in connection with its plan for the adjustment of its debts in order to achieve
5 solvency, on September 30, 2016 the City submitted to the bankruptcy court the City of San
6 Bernardino Long-Range Financial Model (the "Financial Model"); and
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7 WHEREAS, the Financial Model does not include funding for the acquisition of the �
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8 Property or any of the replacement or reconfiguration of certain improvements, as well as regular
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9 maintenance costs required at the Property and, therefore, the City shall not be required to use any
10 of its General Fund money to acquire the Property or to pay any expense contemplated by the 2017 N
11 Lease; and m
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12 WHEREAS, pursuant to HSC § 34191.4(c),proceeds from the 2010A and 2010B Tax Allocation
13 Bonds issued by the San Bernardino Joint Powers Financing Authority on behalf of the former
14 Redevelopment Agency of the City of San Bernardino (the"2010 Bond Proceeds")may be used to r
N
15 fund municipal improvements within the corporate limits of the City of San Bernardino; and
16 WHEREAS, on March 21, 2016, the Successor Agency and the City entered into a Bond 0
17 Expenditure Agreement (the "BEA") for the purpose of transferring responsibility for the m
18 management of the use of the 2010 Bond Proceeds to the City; and o
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19 WHEREAS, the BEA was subsequently approved by the Oversight Board and DOF and is Q
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20 therefore fully effective; and
21 WHEREAS, because of the foregoing, the City has approximately $6.2 million of 2010
22 Bond Proceeds that it may use for selected municipal facilities; and
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23 WHEREAS, consistent with the foregoing, the City would use a portion of the 2010 Bond
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24 Proceeds for the acquisition of the Property and up to $2 million for replacement or reconfiguration
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25 of certain improvements, as well as regular maintenance costs that are needed at the Property subject a
26 to the provisions therefor described in the 2017 Lease; and
27 WHEREAS, this Resolution has been reviewed with respect to applicability of the
® 28 California ornia Qua li ty A ct ( C E A"), the Sta t e CE QA
Guidelines (California Code of
3 Packet Pg. 946
7.C.a
1 Regulations, Title 14, § 15000 et seq., hereafter the "CEQA Guidelines"), and the City's
2 environmental guidelines; and
3 WHEREAS, this Resolution does not constitute a"project" for purposes of CEQA, as that
4 term is defined by CEQA Guidelines § 15378, because this Resolution constitutes continuing
5 administrative or maintenance activities, general policy and procedure making, and organizational
6 or administrative activity that will not result in a direct or indirect physical change in the
7 environment, per § 15378 (b) (2) and(5) of the CEQA Guidelines; and
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8 WHEREAS, all of the prerequisites with respect to the approval of this Resolution have
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9 been met.
10 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON N
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11 COUNCIL OF THE CITY OF SAN BERNARDINO,AS FOLLOWS:
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12 Section 1. The foregoing recitals are true and correct and are a substantive part of this
13 Resolution.
14 Section 2. The 2017 Lease, a copy of which is included as Exhibit "A" to this
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15 Resolution, is approved. J
16 Section 3. The City Manager or his designee is hereby authorized and directed, for and 0
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17 in the name of and on behalf of the City, to execute, acknowledge and deliver the 2017 Lease in m
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18 substantially said form, with such non-material revisions as said officers, with the approval of the o
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19 City Attorney, may require or approve, such approval to be conclusively evidenced by the
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20 execution and delivery of said Lease, and to take such further actions and execute such other
21 documents as are necessary to effectuate the intent of this Resolution.
22 Section 4. This Resolution is not a "project" for purposes of CEQA, as that
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23 term is defined by CEQA Guidelines § 15378, because this Resolution constitutes continuing
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24 administrative or maintenance activities, general policy and procedure making, and organizational
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25 or administrative activity that will not result in a direct or indirect physical change in the a
26 environment,per§ 15378 (b) (2) and(5) of the CEQA Guidelines.
27 Section 5. This resolution shall take effect upon its adoption and execution in the
28 manner as required by the City Charter.
4 Packet Pg. 947
7.C.a
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING A LEASE AGREEMENT WITH THE INLAND EMPIRE
2 66ERS BASEBALL CLUB OF SAN BERNARDINO, INC. FOR THE PROPERTY
3 LOCATED AT 280 SOUTH "E" STREET, SAN BERNARDINO, CALIFORNIA AND
APPROVING CERTAIN RELATED ACTIONS
4
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 3
5 Common Council of the City of San Bernardino, at a meeting thereof, held on the 7th day of a
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November, 2016, by the following vote,to wit:
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8 Council Members Ayes Nays Abstain Absent
9 MARQUEZ
10 BARRIOS
11 VALDIVIA m
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12 SHORETT C14
NICKEL
13
RICHARD
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MULVIHILL U)
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17 Georgeann Hanna, City Clerk
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The foregoing Resolution is hereby approved this day of November 2016. °Q
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21 R. Carey Davis, Mayor
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23 Approved as to Form:
24 Gary D. Saenz, City Attorney
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By:
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27
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5 Packet Pg. 948
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1
EXHIBIT "A"
2
3 LEASE AGREEMENT WITH THE
INLAND EMPIRE 66ERS BASEBALL CLUB
4 OF SAN BERNARDINO, INC.
FOR THE PROPERTY LOCATED AT
5 280 SOUTH "E" STREET,
SAN BERNARDINO, CALIFORNIA
6
7 (See Attachment) J
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6 Packet Pg. 949
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LEASE AGREEMENT
CITY OF SAN BERNARDINO
and
INLAND EMPIRE 66ers BASEBALL CLUB OF SAN BERNARDINO, INC.
LESSOR: CITY OF SAN BERNARDINO
300 North "D" Street
San Bernardino, CA 92418
LESSEE: INLAND EMPIRE 66ers BASEBALL CLUB OF SAN BERNARDINO, INC.
PARTY: Each of Lessor and Lessee
3
PREMISES: 280 South E Street
San Bernardino, CA 92401
Assessor's Parcel No. 0136-111-23 n
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TERM: From commencement until December 31,2026 J
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COMMENCEMENT DATE: The later of: the date of Lessor's acquisition of fee simple title to 0
the leasehold premises,or January 1, 2017 co
DATE OF LEASE: _,2016 y
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RECITALS
A. The City of San Bernardino ("Lessor") is a charter city in the County of San
Bernardino, State of California.
B. The Inland Empire 66ers Baseball Club of San Bernardino, Inc. ("Lessee") is a
corporation organized under California law. Lessee operates a Class A-Advanced minor league
baseball team which is a member of the California League (the "League"). Lessor and Lessee may
be individually referred to in this Lease as a"Party," and collectively as the "Parties."
C. Lessee occupies an approximately 1,184,832 square-foot baseball stadium
("Stadium") and related facilities on a 27.20-acre parcel of land designated as Assessor's Parcel
Number 0136-111-23 and located at 280 South E Street in the City of San Bernardino (the
"Property"). A lease concerning certain rights of use as to the Property was executed by Lessor and
Lessee on June 18, 1996, and expires on December 31, 2016. The leasehold interest is as to rights to
use the Property and improvements thereon,all as provided under such lease.
D. The Property is owned by the City of San Bernardino as Successor Agency
("Successor Agency") to the former Redevelopment Agency of the City of San Bernardino ("former
"RDA"), a separate legal entity from Lessor established by Section 341.73 of the California Health E
and Safety Code ("HSC"), Lessor is the sponsoring entity of the Successor Agency as defined in
HSC Section 34171(n). Certain actions of the Successor Agency are subject to the approval of its 2
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Oversight Board ("Oversight Board")established by HSC Section 34179. —
E. Improvements located at the Property are in need of certain repairs and
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improvements, as well as regular maintenance. The Successor Agency lacks funds to pay for these M
items and does not expect to have moneys applicable for such purpose in the future. N
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F. Pursuant to HSC Section 34191.5(b), the Successor Agency prepared and submitted N
to the California Department of Finance ("DOF") a long-range property management plan N
("LRPMP") which was approved by DOF on December 31, 2015. The LRPMP governs the
Successor Agency's disposition of its real property assets, including the Property. As a part of its E
approval of the LRPMP, DOF has required that the Property be sold, and has advised the Successor M
Agency that the Property can be sold to a third party or to a public entity, which could include
Lessor. The LRPMP requires that the Successor Agency obtain Oversight Board and DOF approval
of property sales, and requires that properties be listed for sale at or above appraised fair market
value or another amount approved by the Oversight Board. Oversight Board and DOF approval of r
the conveyance of the Property by the Successor Agency to Lessor at a sales price acceptable to
Lessor in its sole discretion are conditions precedent to the effectiveness of this Lease.
G. Consistent with the foregoing, Lessor intends to seek to purchase the Property from
the Successor Agency and then lease an interest therein, as more particularly provided herein (which
leasehold interest is as to land and improvements thereto; namely the "Premises")to Lessee pursuant
to this Lease Agreement ("Lease"). Therefore, the effectiveness of this Lease is conditioned upon
Lessor obtaining fee simple ownership of the Property consistent with the provisions previously
described.
H. Lessor is a municipal bankruptcy debtor in the matter of In re City of San
Bernardino, California, Case No. 6:12-bk-28006-MJ in the United States Bankruptcy Court for the
Packet Pg.951
Central District of California, Riverside Division. In connection with its plan for the adjustment of
achieve solvency, submitted to the bankruptcy court on September 30,
its debts �n order to ac y, p Y p
2016 the City of San Bernardino Long-Range Financial Plan (Financial Model). The Financial
Model does not include funding for the repairs and capital improvements or the maintenance that are
needed at the Property. Further, Lessor shall not be required to use any of Lessor's General Fund
money to pay any expense contemplated by this Lease.
I. Pursuant to HSC Section 34191.4(c), proceeds from the 2010A and 2010B Tax
Allocation Bonds issued by the San Bernardino Joint Powers Financing Authority on behalf of the
former RDA (2010 Bond Proceeds) may be used to fund municipal improvements within the
corporate limits of the City of San Bernardino. On March 21, 2016, the Successor Agency and
Lessor entered into a Bond Expenditure Agreement (BEA) for the purpose of transferring
responsibility for the management of the use of the 2010 Bond Proceeds to Lessor. The BEA was
approved by the Oversight Board and DOF. Lessor therefore proposes that a portion of the 2410 3
Bond Proceeds be used for the repairs and improvements and maintenance that are needed at the
Premises consistent with the provisions described in this Lease.
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AGREEMENT
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1. INCORPORATION OF RECITALS E
The foregoing Recitals are true and are incorporated here and made a part of this Lease. 2
2. COMMENCEMENT AND CONDITIONS TO EFFECTIVENESS
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Upon the later to occur of: (i)the Commencement Date; or (ii)the satisfaction of those m
conditions set forth in part (a) of this Section (the "Conditions Precedent"), Lessor leases the N
Premises to Lessee for the term set forth herein on the terms and conditions set forth herein.
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(a) Conditions Precedent. The obligation of Lessor to deliver possession of the Premises N
pursuant to this Lease and the obligations of the Parties hereto are subject to the prior satisfaction of `r
each of the following:
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(1) Lessor shall have acquired fee simple title to the Property in condition
acceptable to Lessor; E
(2) Lessee shall have provided evidence reasonably satisfactory to Lessor that
Lessee is a corporation in good standing, that the individual or individuals signing this Lease on
behalf of Lessee are authorized to, and by executing this Lease do, bind the Lessee, and that Lessee
has obtained all necessary authorizations for Lessee to continue to operate the Inland Empire 66ers
Baseball Club(the "Team") as a team in the California League, which Team must be classified Class
A -- Advanced or better (or such equivalent designation as Major League Baseball ("MLB") may
designate in the future);
(3) Lessee shall have provided evidence reasonably satisfactory to Lessor that
Lessee has obtained all insurance required to be procured by Lessee pursuant to this Lease (including
without limitation Section 24 hereof),including endorsements as set forth in Section 24 hereof,
(4) No administrative action or litigation shall, to the best knowledge of either of
the Parties hereto have been commenced which is inconsistent with this Lease being effective;
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(5) Lessee shall have provided to Lessor a plan for the provision of security at the
Premises, as more particularly described in Section 7(d) hereof, which plan shall have been approved
by Lessor(the "Security Plan); and
(6) Lessee shall have identified key personnel more fully described in
Section 7(e)hereof.
Items (1) to(6), inclusive,together constitute the Conditions Precedent.
(b) Lessor shall have secured fee simple title to the Property. The effectiveness of this
Lease is expressly conditioned on Lessor acquiring fee simple title to the Property on terms
acceptable to Lessor; and governmental approvals necessary for the transfer of the Property to
Lessor.
Lessee agrees and acknowledges that concerns regarding the provision of security are
particularly acute in connection with sporting events, particularly where alcoholic beverages are
served. Lessor agrees to reasonably evaluate within a reasonable time following receipt thereof, a W
detailed security plan as shall be submitted by Lessee; such a plan, once approved by Lessee, shall cn
constitute the "Security Plan." The Security Plan shall be updated semiannually, with Lessor's
approval required as to each update (subject to reasonable review by Lessor). E
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3. EXPIRATION
This Lease shall expire on December 31, 2026, unless earlier terminated under provisions
contained elsewhere in this Lease. M
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4. OPTIONAL EARLY TERMINATION N
Either Party may terminate this Lease for any reason or for no reason effective December 31,
2022, by giving written notice to the other Party on or before March 15,2021, or effective December
i 31,2024, by giving written notice to the other Party on or before March 15, 2023.
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I 5. BASE RENT
(a) So long as the Base Operating Conditions (as defined in Section 7(a)) remain
satisfied, Lessee shall pay Lessor one dollar ($1.00) as Base Rent per year, due on January 1 of each
Re nt Due Date"}.
year during which this Lease is in effect("Base Re y
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(b) During any time one or more of the Base Operating Conditions is not satisfied, the
Base Rent shall be deemed to be equal to the fair market rent of the Premises in its current condition
as determined in good faith by Lessor from time to time. If Lessee does not agree with Lessor's
determination of fair market rent, Lessee shall have the option to contest Lessor's determination by
obtaining an appraisal from a qualified certified appraiser (i.e., a qualified certified appraiser/firm
must demonstrate that the person in charge of appraising the property is licensed by the California
Bureau of Real Estate Appraisers at not less than a Certified General Appraiser level and is a
Member of the Appraisal Institute ["MAI"]), at Lessee's cost, and shall provide Lessor a copy of the
appraisal report. If Lessor does not agree to adopt the fair market rental value detennined by
Lessee's appraisal report then Lessor shall have the option to obtain its own appraisal report from a
qualified certified appraiser (i.e., a qualified certified appraiser/firm must demonstrate that the person
in charge of appraising the property is licensed by the California Bureau of Real Estate Appraisers at
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7.C.b
not less than a Certified General Appraiser level and is a Member of the Appraisal Institute
["MAF)), at Lessor's cost, and the average rental value of the two appraisal reports shall be deemed
the fair market rent for the Premises. Base Operating Conditions will only be deemed unsatisfied
under this section after the default and cure provisions of section 26 below are followed.
(c) Base Rent shall be paid within five (5) business days from the Base Rent Due Date.
Payment shall be made at Lessor's address for purposes of notice, set forth elsewhere in this Lease.
Lessee shall be permitted to pay the first six years of Base Rent due under Section 5(a) above in a
single lump sum payment upon execution of this Lease, but such payment shall not preclude the
termination of this Lease before the expiration of six years if otherwise permitted under the terms of
this Lease.
(d) Base Rent shall bear interest from the period due date until satisfied in full at the
lesser of (i) seven percent (7%) simple interest per annum or (ii)the highest non-usurious rate of
interest that may lawfully be charged by a charter city. 3
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6. ADDITIONAL RENT W
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(a) As Additional Rent, Lessee shall pay Lessor one dollar ($1.00) for each regular CD
season baseball game paid attendee at the Premises, after attendance at Lessee's regular season E
baseball games at the Premises reaches two-hundred and twenty-five thousand (225,000) paid .'a
attendees in any baseball season, inclusive of playoff games, if any. Attendance shall be determined N
using the Attendance Report of the California League as the official record of attendance. Additional —
Rent is payable on September 30 of each year during which this Lease is in effect, or as soon
thereafter as regular season attendance can be determined. Payment shall be made at Lessor's
address for purposes of notice, set forth elsewhere in this Lease. 00
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(b) In addition, in the event Lessee fails to provide insurance, indemnify against losses,
and/or provide security in conformity with the Security Plan, Lessor may, but shall not be obligated N
to,defray the cost to address the lack of insurance,the occurrence of any unindemnified losses,or the
failure to fully implement the Security Plan. Any such costs so incurred by Lessor shall be deemed
to be advances, and Lessee shall be obligated to repay Lessee for all such costs so incurred,as further E
Additional Rent. Payment of Additional Rent that becomes due under this Section 6(b) shall be due
and payable as of the thirtieth(30th) day following presentment by Lessor.
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(c) Additional Rent shall bear interest from the period due date until satisfied in full at
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the lesser of(i) seven percent (7%) simple interest per annum or (ii)the highest non-usurious rate of
interest that may lawfully be charged by a charter city. a
7. USE OF PREMISES
(a) Lessor's agreement to accept nominal Base Rent as set forth in Section 5 is expressly
conditioned on and given in consideration of(i) Lessee's use of the Premises for the operation of the
Team within the League, which shall be not lower than Class A — Advanced (or such other
equivalent designation that may be created by MLB); (ii)the Team playing a full season schedule of
games in accordance with the usual operations of the League; and (iii) Lessee not being in default
under any provisions of this Lease. Operation of a minor league baseball team shall be deemed to
require, without limitation, that Lessee provide food, beverage, and souvenir concessions meeting
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7.C.b
standards of health, cleanliness, and attractiveness required under applicable city codes and
regulations(collectively,the"Base Operating Conditions").
(b) While, and only while,Lessee continues to use the Premises as stated in Section 7(a),
including the Base Operating Conditions, Lessee may use the Premises for other lawful purposes
provided such other uses do not damage the Premises or interfere with the use of the Premises for
minor league baseball. if Lessee ceases operation of the Team during the term of this Lease or if the
Team is no longer a member of the League, or the level of the League is below Class A -Advanced,
Lessor may at its option terminate this Lease.
(c) Lessee shall operate and hold open to the public the Premises continuously
throughout the term of this Lease, except as may reasonably be required to perform the
improvements, maintenance, and upgrades described in Sections 9 and 10, and except to the extent
the Premises may become unusable due to natural disaster or other cause not attributable to the
conduct of Lessee. 3
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(d) Lessee shall at its sole expense provide parking, security, and janitorial personnel at
all events open to the public as needed to ensure the safety and convenience of attendees. The
provision of security by Lessee at the Premises is a material provision of this Lease, but for which
Lessor would not have entered into this Lease. Lessee shall submit to Lessor a detailed plan for the E
provision of security services at the Premises,which shall apply at all times this Lease is in effect but :a
with particular emphasis on those days and times when there is active use of the Premises. The plan N
shall include service levels, including number of personnel, hours, and a discussion of qualifications
of personnel, chain of command, and a location of key personnel of Lessee in charge of providing or
overseeing the provision of security services. Lessee agrees and acknowledges that concerns m
regarding the provision of security are particularly acute in connection with sporting events,
especially where alcoholic beverages are served. Lessor agrees to reasonably evaluate within a N
reasonable time following receipt thereof, a detailed security plan as shall be submitted by Lessee; v
such a plan, once approved by Lessee, shall constitute the "Security Plan." The Security Plan shall N
be updated semiannually, with Lessor's approval required as to each update (subject to reasonable
review by Lessor).
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(e) Lessee shall identify in writing upon the commencement of this Lease the key a
personnel of Lessee who will be responsible for the operation of the Premises, including without a
limitation the General Manager of the baseball team. E
(f) Lessor may use the Premises for non-baseball events on dates agreed to by the Q
Parties. Lessee shall not unreasonably withhold its agreement to Lessor's use of the Premises when
requested by Lessor. Lessee shall provide parking services, security, janitorial services, and
concessions for such events at the same level of service as for events conducted by Lessee and in
conformity with the Security Plan. Lessor shall reimburse Lessee for the costs of materials and labor
incurred by Lessee due to Lessor's use of the Premises. Ticket sales revenues from non-baseball
events conducted by Lessor shall be paid to Lessor after deducting reasonable and customary costs of
sale incurred by Lessee; such costs shall in no event exceed thirty percent (30%) of such event
revenues. Twenty percent(20%) of the gross revenues from concessions during non-baseball events
conducted by Lessor shall be paid to Lessor (gross revenue shall not include any sales taxes that are
collected from concession sales). Except as provided for in this section 7(f), Lessee shall be entitled
to all revenues generated from the Premises.
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7.C.b
(g) Lessee shall use diligent efforts to identify additional sources of revenue that may be
derived from the Premises for special events.
(h) Lessor shall have the use of one luxury box at the Stadium for not fewer than
18 games per season. Lessor shall select the dates for the 18 games prior to the beginning of each
baseball season. Such selection is anticipated to occur during the Liaison Committee meeting held
prior to the beginning of each season, as described in Section 48. Lessor shall have full discretion in
the use of the luxury box, include the rights to designate the guests who may use the box and to sell
or transfer the rights to use the box.
$. TEAM NAME
Throughout the term of this Lease, the name of the Team shall be "Inland Empire 66ers of
San Bernardino' (the "Team Name"). The Team shall be referred to by the full Team Name in all
publications, announcements, and marketing, advertising, or promotional materials disseminated by
or on behalf of Lessee or any of its affiliates during the term of this Lease. Upon the commencement
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of this Lease, Lessee shall request of the League and. all other professional and business
organizations with which Lessee or the Team is affiliated that they henceforth refer to the Team by
the Team Name in all of their publications, announcements, and marketing, advertising, or J
promotional materials. To the extent that a previous name of the Team is used on signage already in E
existence as of the commencement of this Lease, the Team Name shall be incorporated into the
signage when it is replaced. CO
9. INITIAL CAPITAL IMPROVEMENTS; FUNDING
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(a) Following the effectiveness of this Lease as provided under Section 2(a), Lessor shall m
make available to Lessee funding of up to one million dollars ($1,000,000) solely from the 2010 N
Bond Proceeds,to be used exclusively for initial capital improvements to the Premises, consisting of
the replacement/reconfiguration of seats throughout the Stadium,joint sealing as most needed and/or N
stucco crack sealing and painting of superstructures(the"Initial Capital Improvements"). In addition. N
Improvements may also include an non-maintenance related
Capital Im rove
Initial Ca Y
to the foregoing, the I p p Y
replacement or reconfiguration of any of the items described in Section 10(a) ( through i1) thh (5) of this E
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Lease. Lessor shall not be required to use any funds from Lessor's General Fund to pay for t he
Initial Capital Improvements. If. completion of the Initial Capital Improvements in a manner
`i satisfactory to Lessor requires the expenditure of more than one million dollars ($1,000,000), the
additional amount required shall be provided solely by Lessee.
(b) To access the funding for the Initial Capital Improvements, Lessee shall submit to a
Lessor a proposed budget itemizing the work to be performed to accomplish the Initial Capital
Improvements,the cost for each item of work,and the persons or entities who will perform the work.
At its option, Lessee may submit multiple budgets covering different items of work involved in the
construction of the Initial Capital Improvements. In preparing budgets,Lessee shall obtain proposals
from duly qualified and licensed contractors for the construction of the Initial Capital Improvements.
(c) In obtaining proposals, and in contracting for and performing work, Lessee and its
contractors and subcontractors shall comply with all federal, state, and local ordinances, regulations,
and laws concerning the expenditure of public funds, including without limitation those sections of
the San Bernardino Municipal Code related to purchasing goods and services, and those sections of
the California Labor Code (the "Labor Code") related to prevailing wages, hours of labor and
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7.c.b
employment preferences, and all other requirements pertaining to "public works," as defined in
Section 1720(a) of the Labor Code. Without limitation, any construction or improvements at the
Premises ("Improvements") shall be performed in compliance with all applicable provisions of(i)
Labor Code Section 1720, et seq., and its implementing regulations regarding the payment of
prevailing wages (the "State Prevailing Wage Law") and (ii) federal prevailing wage law ("Federal
Prevailing Wage Law"and,together with State Prevailing Wage Law,the "Prevailing Wage Laws").
Lessee shall be solely responsible for determining applicability of, and complying with, the
Prevailing Wage Laws. Lessor makes no representation as to the applicability or non-applicability of
the Prevailing Wage Laws to Improvements,or any part thereof.
(d) Without limiting Section 23 of this Agreement, Lessee hereby releases from liability,
and agrees to indemnify, defend, assume all responsibility for and hold Lessor and its respective
elected officials, officers, employees, contractors, agents and representatives, harmless from any and
all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses and/or
"increased costs," including reasonable attorney fees, court and litigation costs, and fees of expert
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witnesses, resulting from, arising out of, or based upon Lessee's acts or omissions pertaining to the
development, construction, and/or operation of Improvements, including, without limitation, any and CD
all public works as defined by applicable law. "Increased costs," as used in this Section 9(d), shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time _J
to time. This obligation of Lessee applies to,without limitation,the following: E
(1) noncompliance by Lessee with any applicable local, state and/or federal law, 2
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including, without limitation, federal and/or state labor laws and any applicable requirement to pay
state prevailing wages and/or federal prevailing wages; s
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(2) the implementation of Section 1781. of the Labor Code, as the same may be
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amended from time to time, or any other similar law; and/or N
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(3) failure by Lessee to provide any required disclosure or identification required
by Labor Code Section 1781, as the same may be amended from time to time, or any other similar
law.
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(e) It is agreed by the Parties that, in connection with the development of Improvements,
including, without limitation, any and all public works as defined by applicable law, Lessee shall
bear all risks of payment or non-payment of prevailing wages under California law and/or the
implementation.of Labor Code Section 1781, as the same may be amended from time to time, and/or
any other similar law. The foregoing indemnity shall survive termination of this .Lease and shall
continue after completion of the construction and development of Improvements by Lessee. a
(f) Within 45 days after receipt of a budget Lessor shall approve, disapprove, or request
further information on, each budget item. Upon final approval of a budget,and provided there are no
uncured defaults of Lessee under this Lease, Lessor shall provide Lessee with the funding amounts
allocated to the budget items subject to the requirements set forth above.
(g) Lessee shall require performance and payment bonds from all contractors and
subcontractors engaged to perform work under this Section 9. Lessee shall keep the Premises free
and clear of, and hold Lessor harmless against, any stop notices, liens, or other encumbrances or
claims asserted by such contractors or subcontractors.
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7.C.b
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(h) On or before each December 31, Lessee shall submit to Lessor an accounting
showing the use of the funding provided for the budgeted items for the preceding 12 months, if any,
prepared at Lessee's expense by a certified public accountant acceptable to Lessor.
10. REGULAR MAINTENANCE AND UPGRADES; FUNDING
(a) Lessee is responsible, at its sole expense except as provided in Sections 9(a) and
10(b) of this Lease,for furnishing all labor and materials necessary for the regular maintenance of the
Premises, including without limitation:
(1) Structural parts of buildings and other improvements, including foundations,
bearing and exterior wails including glass and doors, subflooring,and roof.
(2) Electrical,plumbing,and sewage systems contained within the Premises. --
3
(3) Window frames, gutters, and downspouts.
(4) Heating, ventilation and air conditioning systems servicing the Premises, N
including changing heating and air conditioning filters every four(4) months.
(5) Grounds, including parking areas, outside lighting, grass, field surfaces, turf, E
trees, shrubbery and other vegetation.
11 (6) Janitorial services sufficient to keep the interior of the Premises in a clean and
orderly condition.
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(7) Monthly or more frequent inspection of the Premises to identify needed N
maintenance.
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(b) In addition to the Initial Capital Improvements funding described in Section 9, for N
each of the first five calendar years this Lease is in effect,Lessor shall contribute $200,000 each year r-
solely from the 2010 Bond Proceeds for the maintenance described in Section 10(a). Lessee shall
provide Lessor an accounting of its use of these funds each year, prepared at Lessee's expense by a
r certified public accountant acceptable to Lessor. To the extent all of the funds received during a year
are not used during that year, the remaining funds will be carried over into successive years. If upon m
the expiration or other termination of this Lease there remains an unused balance of these funds, such =
remaining balance shall be returned to Lessor. Lessor shall not be required to use any funds from m
Lessor's General Fund to pay for said maintenance. The funds provided may also be used for a
upgrades or improvements to the Premises at the option of Lessee, provided regular maintenance is
not compromised thereby. The budgeting and accounting procedure set forth in Section 9(b) and (f)
shall apply to the use of funds pursuant to this Section. Unused amounts may be carried forward to
the next year. If the performance of the maintenance described in Section 10(a) in a manner
satisfactory to Lessor requires the expenditure of more than the maximum amount to be provided by
Lessor pursuant to this Section 10(b), the additional amount required shall be provided solely by
Lessee.
ll. SOURCE OF FUNDS
Funding for the Initial Capital Improvements described in Section 9 and the regular
maintenance and upgrades or improvements described in Section 10 shall come solely from the 2010
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7.C.b
Bond Proceeds referenced in Recital 1. Lessor shall not be required to use its General Fund money
l for these purposes.
12. ALCOHOLIC BEVERAGE SALES
Provided that Lessee shall have obtained, at its cost, all necessary permits and approvals for
the sale of alcoholic beverages, Lessee may sell alcoholic beverages at the Premises in compliance
with all applicable regulations and licensing requirements of the California Department of Alcoholic
Beverage Control and any other governmental agency, including Lessor, having jurisdiction over
such sale.
13. SIGNS
Lessee shall secure Lessor's approval of all permanent signs that are placed on the Premises.
Lessee also shall secure Lessor's approval of all permanent signs that are placed by Lessee in other 3
locations and that refer to the Premises. "Permanent signs"are signs that are attached to buildings or
other structures,or to the ground in a manner that prevents them from being readily moved.
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14. NAME OF STADIUM J
The current name of the Stadium is "San Manuel Stadium" pursuant to the terms of a 2
sponsorship agreement("Sponsor Agreement")between Lessee and the San Manuel Band of Mission M
Indians ("San Manuel"). Lessee shall be permitted to enter into future Sponsor Agreements with San U)
Manuel or other entities with Lessor's consent and shall be allowed to change the name of the
Stadium (at Lessee's cost) as may be required by such future Sponsor Agreements. Lessor's consent N
to such future Sponsor Agreements shall not be unreasonably withheld but may be conditioned upon on
an equitable and mutually agreeable allocation between the Parties of revenue from such future N
Sponsor Agreements. Lessee shall throughout the term of this Lease provide Lessor with current
updated copies of all Sponsor Agreements entered into by Lessee that are in effect during any part of
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the term of this Lease.
15. RETURN OF PREMISES E
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Upon the expiration or termination of this Lease, Lessee shall return the Premises in as good
condition and repair as the Premises are in at the commencement of this Lease, reasonable wear and
tear excepted.
16. HOLDING OVER a
Lessee shall not hold over and continue to occupy the Premises after the expiration of this
Lease without the written consent of Lessor, which may be given or withheld in the sole discretion of
Lessor. In the event Lessee holds over with Lessor's consent, the tenancy shall be deemed to be a
tenancy from month to month upon the same terms and conditions as are set forth in this Lease.
17. TAXES
(a) Lessor shall pay when due all real property taxes and general and special assessments
levied and assessed against the Premises.
(b) Lessee shall pay when due all sales taxes on taxable items sold at the Premises.
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Packet Pg.959
7.C.b
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(c) Lessee acknowledges that this Lease may create a possessory interest subject to
property taxation pursuant to California Revenue and Taxation Code Section 107, and that Lessee
may be subject to the payment of property taxes levied on the interest. Lessee shall pay any such
taxes when due. Lessee acknowledges that the levy of such taxes is determined by the County
Assessor and the property value used in such a determination may bear no relationship to the stated
rent under this Lease.
18. REMOVAL; WASTE; DISCHARGE OF SUBSTANCES
Lessee shall not cut timber, conduct mining operations, remove sand, gravel, or similar
substances from the ground, or commit waste of any kind on the Premises, or in any manner
substantially change the contour or condition of the Premises, except as may be authorized under this
Lease. Lessee shall not cause or allow the discharge of any substances from the Premises which will
contaminate streams or other bodies of water or otherwise become a public nuisance. Lessee shall --
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comply with all federal, state, and local laws, regulations, ordinances, conditions, or directives
relating to the discharge of substances into streams or other bodies of water. a)
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19. HEALTH,SAFETY,AND FIRE PROTECTION
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Lessee shall, at its sole expense except as provided in Sections 9 and 10, ensure that the
Premises comply with all statutes, regulations, ordinances, and governmental directives pertaining to
public health, safety, and fire protection, including without limitation all applicable building codes 2 Cn
and the applicable requirements of the Americans with Disabilities Act and related state laws.
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20. ALTERATIONS
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Lessee shall not modify buildings or other structures or facilities on the Premises without
Lessor's prior written consent which shall not be unreasonably conditioned or withheld. If Lessee
wishes to make any modifications, Lessee shall submit a written application to Lessor for such
purpose. If Lessor approves any such modifications,then the cost of any such modifications shall be N
the sole responsibility of Lessee.
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21. FIXTURES M
Lessee may install shelving and fixtures, and may remove the same provided that Lessee
restores the Premises to their condition at the commencement of this Lease, reasonable wear and tear
excepted.
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22. UTILITIES
Lessee shall pay when due all utilities provided to the Premises, including without limitation
t electric, gas, water, sewer, trash, fire alarm service, security, telephone, cable, and internet services.
If Lessee fails to make any utility payment when due, Lessor may (but shall not be required to) pay
the unpaid amount(s), in which event Lessee shall reimburse Lessor for such amount(s), plus interest
at the legal rate from the date of payment until paid in full.
23. INDEMNITY
Lessee shall indemnify and hold Lessor, its elected officials, employees, agents, and
representatives harmless from all claims, actions, damages and liabilities for bodily injury, death, or
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property damage caused by any act or omission of Lessee, its employees, agents, or subcontractors
and arising out of Lessee's use and occupation of the Premises under this Lease, including without
limitation the granting by Lessee of any concessions, licenses or other permissions for the use of the
Premises. Lessee shall defend said indemnified parties against any legal actions based upon any such
act or omission. Lessee waives all rights of express or implied indemnity against Lessor, its elected
officials, employees, agents or representatives, with respect to third party claims against Lessee
arising out of or in any way connected with this Lease.
24. INSURANCE
(a) Lessee shall maintain during the term of this Lease the following insurance and shall
provide evidence thereof to Lessor, including certificates of insurance:
(1) Comprehensive general liability, including premises liability and operations,
products and completed operations, broad form property damage, blanket contractual liability, and
personal injury with a policy limit of not less than Two Million Dollars ($2,000,000.00) per c
occurrence. Said insurance shall include, or Lessee shall obtain additional coverage to include, 0�
liability from the sale of merchandise, food and beverages, including alcohol, and from advertising
and broadcasting in the event Lessee engages or subcontracts any advertising or broadcasting.
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(2) Automobile liability for owned,hired,and non-owned vehicles,with a policy 2
limit of not less than One Million Dollars($1,000,000.00) per occurrence. 2
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(3) Worker's compensation insurance as required by the State of California.
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(b) The policy or policies described in Sections 24(a)(1) and (2) shall contain or be m
endorsed to contain provisions to the following effect: N
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(1) Lessor and its elected and appointed boards, officers, agents, and employees !
are additional insureds with respect to liability arising out of this Lease or Lessee's use of the h
Premises, and the insurance shall be considered to be separate insurance as to each named and each d
additional insured. E
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(2) The policy shall not be terminated or cancelled, or the coverage reduced,
without at least thirty(30) days' written notice to Lessor.
(3) Coverage as provided by Lessee shall be primary (insurance, if any,
maintained by Lessor shall be excess and not contributing with respect to the insurance to be a
provided by Lessee).
(4) All policies described in Section 24(a)shall provide or be endorsed to provide
that the insurer waives subrogation against Lessor and its elected and appointed boards, officers,
agents,and employees.
(5) Lessee shall provide Lessor with certificates of insurance showing the
coverages and endorsements described above, in a form and content approved by Lessor, prior to
conducting any operations pursuant to this Lease.
(6) Nothing in this section shall limit in any way Lessee's indemnity and defense
obligations set forth in Section 23.
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7.C.b
25. DESTRUCTION OF PREMISES
(a) If any portion of the Premises becomes unusable for the purpose intended while this
Lease is in effect due to causes not attributable to any act or omission of Lessee,Lessee shall restore
the Premises to usable condition as promptly as reasonably possible using the funds provided
pursuant to Section 10. If said funds,together with any insurance proceeds, are insufficient to restore
the Premises, Lessee may make up the difference from its own funds at its option. Should Lessee
decline to do so, Lessor may at its option terminate this Lease on 30 days' written notice to Lessee,
or may restore the Premises at its own expense and maintain this Lease in effect.
(b) If any portion of the Premises becomes unusable for the purpose intended while this
Lease is in effect due to any act or omission of Lessee, Lessee shall restore the Premises to usable
condition as promptly as reasonably possible at its sole expense.
26. DEFAULT AND CURE 3
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Failure by either Party to perform any obligation under this Lease shall constitute a default
unless said Party performs said obligation within thirty (30) days following receipt of written notice
from the other Party. If performance of the obligation cannot reasonably be completed within thirty J
(30) days of said notice,the nonperformance shall not constitute a default if the nonperforming party E
commences performance within said period and completes performance as soon as reasonably
possible,but in no event to exceed ninety(90)days. N
27. REMEDIES ON DEFAULT; TERMINATION
Default by either Party as described in Section 26 shall entitle the other Party at its option to m
terminate this Lease immediately upon written notice to the Party in default. With or without N
terminating the Lease, the Party not in default may pursue any remedies legally available to it, except
that said Party shall not commence formal legal action without first pursuing arbitration pursuant to N
Section 28 unless immediate legal action is necessary to prevent irreparable injury to persons or N rl-
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property. 4
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Notwithstanding the foregoing portion of this Section 27, in the event a Party fails to perform
an obligation under this Lease,the other Party may give notice of default. If the default is not cured
within the period set forth therefor in Section 26, the Party giving notice may terminate this Lease E
upon giving written notice to the other Party so stating without the necessity of engaging in
arbitration under Section 28.
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28. ARBITRATION
(a) Except as provided in Section 27, neither Party shall pursue legal action against the
other on account of any dispute arising out of this Lease without first demanding arbitration pursuant
to this section. Within ten (10) days of receiving a demand for arbitration, the Party receiving the
demand shall notify the other Party of its agreement to arbitrate and the Parties shall thereafter pursue
arbitration as described in this section. If the Party receiving a demand for arbitration does not notify
the other Party of its agreement to arbitrate within said ten (10) day period, the other Party may
commence legal action for the sole purpose of compelling arbitration.
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7.C.b
(b) Arbitration pursuant to this section shall be conducted according to the provisions of
Title 9 of Part 3 of the California Code of Civil Procedure, with the exception of Chapter 4 of said
Title. Alternatively, at the Parties' election, arbitration may be conducted through IVAMS
Arbitration and Mediation Services pursuant to the IVAMS Administrative and Arbitration Rules as
amended January 28, 2013 or thereafter.
(c) Arbitration pursuant to this section shall be nonbinding. A Party dissatisfied with the
outcome of any arbitration may pursue any and all remedies legally available to it.
(d) Costs of arbitration shall be borne equally by the Parties. Each Party shall bear its
own attorney fees associated with arbitration.
(e) Applicable statutes of limitations on any claims pursued through arbitration shall be
tolled from the sending of a demand for arbitration until thirty (30) days following the final
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arbitration decision.
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29. LESSOR'S ACCESS TO PREMISES W
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Lessor and its authorized representatives shall have the right to enter the Premises at all
l reasonable times upon at least twenty-four (24) hours' notice to Lessee for purposes of inspection, E
repair or maintenance, display of the Premises to prospective brokers, agents, buyers, tenants, or
lenders, or any other purpose reasonably related to Lessor's ownership of, and investment in, the N
Premises. Lessor shall exercise its right of access in a manner that minimizes any inconvenience to —
1 Lessee.
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30. NOTICES m
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1 (a) Any notices required under this Lease shall be given by personal delivery, private
delivery service, or United States Mail. Notices are effective on receipt, which shall be rebuttably
presumed to be the day of delivery as established by written evidence thereof. Notices shall be valid C4
if delivered to the following addresses:
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TO LESSOR: TO LESSEE:
City of San Bernardino Inland Empire 66ers Baseball t:
ATTN: City Manager Club of San Bernardino, Inc.
300 N. "D" Street, 6ch Floor ATTN: General Manager
San Bernardino, CA 92418 280 South E Street ;g
San Bernardino, CA 92401
b Either Party may change its address for delivery of notices by notifying the other
Party in conformity with this section.
31. ASSIGNMENT
Lessee shall not voluntarily or by operation of law assign, transfer, sublet or encumber
Lessee's interest in the Premises in whole or in part without Lessor's prior written consent to be
given or withheld in Lessor's sole discretion. Any attempted assignment, transfer, subletting, or
encumbrance made without such consent shall be void and shall constitute a breach of this Lease and
cause for the termination of this Lease. Regardless of Lessor's consent, no subletting or assignment
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7.C.b
shall release Lessee of its obligation to perform all of its obligations hereunder for the term of this
Lease. Lessee may license the use of the Premises to its concessionaires or other third parties with
Lessor's prior written consent,which shall not be unreasonably withheld.
32. ENTIRE AGREEMENT
This Lease constitutes the Parties' entire agreement and understanding with respect to the
subject matter addressed herein and supersedes any prior or contemporaneous agreements and
understandings relating to said subject matter.
33. REMEDIES AND WAIVER
All remedies available to either Party for breach of this Lease by the other Party are
cumulative and may be exercised separately or concurrently without waiver of any other remedy.
The delay or failure of either Party to require performance by the other of any of its obligations under �
this Lease shall not be deemed a waiver of the right to require such performance. No waiver of any c
provision of this Lease shall be effective unless it is made in writing and signed by a duly authorized
representative of the Party against whom it is sought to be enforced. The waiver of any right or o,
remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy J
with respect to any future occurrences or events and shall not be deemed a continuing waiver. E
34. AMENDMENT
No amendment to this Lease shall be effective unless it is in writing and signed by both
Parties and, in the case of Lessor, approved by the Mayor and Common Council of the City of San
Bernardino. °°
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35. SUCCESSORS AND ASSIGNS
This Lease shall be binding on and inure to the benefit of the Parties' successors and assigns. N
36. COVENANTS AND CONDITIONS
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The obligations of the Parties under this Lease shall be deemed to be both covenants and
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conditions.
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37. CHOICE OF LAW
This Lease shall be governed by and construed under the laws of the State of California
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without giving effect to that body of laws pertaining to conflict of laws.
38. VENUE
Venue for any legal action or proceeding arising out of this Lease shall be the Superior Court
of the State of California for the County of San Bernardino or the United States District Court for the
Central District of California, Riverside Division. This choice of venue is intended to be mandatory
and not permissive.
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7.C.b
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39. PUBLIC RECORDS ACT DISCLOSURE
Lessee acknowledges that all information received by Lessor concerning this Lease,
including the Lease itself, may be treated as public information subject to disclosure under the
California Public Records Act, Government Code Section 6250 et seq.
40. CONDEMNATION
If any legally constituted authority condemns all or part of the Premises for a public use
through the exercise of the power of eminent domain, and said condemnation results in a taking of
property that renders the Premises unsuitable for the purposes of this Lease, this Lease shall
terminate when the public authority takes possession of such property.
41. INTERPRETATION
3
This Lease was jointly negotiated and drafted by both Parties and shall not be construed in
favor of or against either Party on account of authorship of any of its provisions.
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42. COUNTERPARTS
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This Lease may be executed in counterparts, each of which shall be deemed to be an original,
but all of which,taken together,shall constitute one and the same agreement.
43. FORCE MAJEURE s
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A Party shall not be liable for any failure or delay in the performance of this Lease for the m
period that such failure or delay is due to causes beyond its reasonable control, including but not N
limited to earthquakes or other natural disasters, acts of war, strikes or labor disputes, embargoes, v
governmental orders or any other force majeure event.
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,i 44. COMPLIANCE WITH LAW
Lessee agrees to abide by all federal, state, and local laws, ordinances and regulations. E,
45. NON-DISCRIMINATION
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In the performance of this Lease,the use of the Premises, and in the hiring and recruitment of U
employees, Lessee shall not engage in, or pen-nit its officers, employees or agents to engage
discrimination against any person because of his or her race, religion, color, national origin, ancestry,
age, mental or physical disability, medical condition, marital status, sexual gender or sexual
orientation,or any other status protected by law.
46. REGULATORY AUTHORITY
Lessee acknowledges and agrees that Lessor in its capacity as a municipality and a charter
city has certain governmental regulatory authority over the Premises. Lessee agrees that nothing in
this Lease shall require Lessor to exercise that authority in any particular manner. Lessee agrees in
its use and operation of the Premises to comply with all requirements imposed by Lessor in its
capacity as a governmental regulatory body. Lessee agrees that all costs of such compliance are the
sole responsibility of Lessee.
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47. RELATIONSHIP OF PARTIES
The Parties are separate and independent entities. Execution and performance of this Lease
shall not make Lessee or its officers, agents, employees, or contractors the agents or employees of
Lessor.
48. LIAISON COMMITTEE
Each Party shall each appoint an appropriate number of representatives to a joint committee
to communicate on a continual basis. The committee shall conduct at least two (2) in-person
meetings annually to tour the Premises and discuss the financial condition of the Parties and the
physical condition of the Premises. Further, at least one of the Liaison Committee meetings shall
occur before the baseball season begins.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Agreement to be 3
`I executed by their duly authorized respective officers, effective as of the day and year as set forth
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above.
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CITY OF SAN BERNARDINO: �
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By:
Date:
Title:
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INLAND EMPIRE 66ers BASEBALL CLUB OF SAN BERNARDINO, INC. N
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Date: N
By. ti
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1' Title:
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APPROVED AS TO FORM: c
GARY D. SAENZ, City Attorney E
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By: � a--
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Northwest Redevelopment Project Area Comrruttee
1505 Highland Avenue,Suite#15
San Bemardino CA 92407
Telephone:(909)913-0831•Fax:(909)823-6018
Email.• rn�c_..chu huluniil.cr:n�
November 7, 2016
John Valdivia
Mayor Pro Tern/
Councilman
Re: Agenda item 7c
Mr. Mayor:
In regards to tonight's agenda item to vote on the 66er's stadium we are asking that this vote be
tabled so that we may have an opportunity to review the original intent of the use of these bonds
We would also like an audit of the funds that has already been dispersed.
We also ask that you share this communication with the City Attorney, and all of the Council
Members.
Sincerely,
Northwest Project Area Community
Charlene Dixon-Roberts
President
Enter Into Rec. at MCC Mtg. %l 7
by:
Agenda Itern C
by: c-
City Clerk
City of San Bernardino