HomeMy WebLinkAbout06.B- City Manager 6.B.a
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Staff Deport
City of San Bernardino
Request for Council Action
Date. February 21, 2017
To: Honorable Mayor and City Council Members m
From: Mark Scott, City Manager
By; Dan Webster
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Subject: Lease Agreement for 666 North Arrowhead Avenue Building o
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Recommendation 0
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Adopt a Resolution of the Mayor and City Council of the City of San Bernardino Q
Directing the City Manager to Execute a Lease Agreement Between the City of Ban
Bernardino and Arrowhead Professional Center, LP for the lease of Office Space in the 12
600 forth Arrowhead Avenue Building.
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Background
To address the urgent need to relocate City staff from City Hall, which has been
determined to be seismically unsafe, staff selected three buildings: 'Vanir Tower 290
North D Street (APN -0134-311-42-000); 215 North D Street (AP -- 0135-201-30-
0000) and 666 North Arrowhead Avenue (APN- 0135-022-01,02,03-0000). On
November 21, 2016, the City Council approved the leases for Vanir Tosser and the 215
"D" Building. The lease for 600 North Arrowhead Avenue is now ready for Council
approval.
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The 600 North Arrowhead Avenue Building will be occupied by staff from: Community a`
Development Department; Public Works Department; Parks and Recreation Department
and the Business Registration Division. The 3'd floor of the Building will house the z
Community Development Department counter which processes building and
development permits for the City. The Paries and Recreation administrative offices will
also be located on the 3'd floor with that Department's public counter located adjacent to v
the Community Development Department counter. Additionally, the Business E
Registration Division will share the Community Development Department counter
providing easy access for the public needing services and to pay fees. The Public a
Works Engineering and Administrative staff will be located on the 2 nd and 3rd floors of
the Building. The 3rd Floor will also be staffed with City security personnel.
The structural engineering firm utilized by the City has inspected the structure to assure
there are no life safety issues, The space in the building is available for the short terra
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lease needs of the City.
The suites that are proposed to be utilized by the City staff were previously occupied by
the San Bernardino Employment Training Agency staff- Many of the offices are
furnished and ready for occupation which will reduce moving costs. If the City opted not
to execute this lease, the City would incur the cost of removing and relocating the
furniture from the offices.
The tenant improvements for the 3"' floor are estimated to be $50,000 and include
demolition of existing walls to allow installation of a public counter and creation of a co
waiting area for the public, The City will design and contract for the tenant
improvements. The Owner has consented in writing to the planned changes to the
building.
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The Information Technology staff has inspected the building and has confirmed that it
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can be connected to the City's Data Center network with leased fiber optic lines, 0
The rental rate for the space ($1.45,/square foot) is a competitive rate for a short term
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lease in the area near to City Hall for a building that meets City needs. Upon approval 0
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of the lease agreement by the City Council, the Information Technology staff can Q
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immediately begin the process of connecting the suites in the building to the City Data
Center network- Additionally, City staff will commence the contract tenant 0
improvements.
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Financiajimpact. The City shall pay $35,500.00 per month for the first eighteen (18)
months of three (3) year and six (6) month lease, The City shall pay $36,920.00 per
month for the second twelve (12) months of the lease and $38,397,00 for the third
twelve (12) month period of the lease. The tenant improvements (see above) for these
suites are estimated to be $50,000.
Funds have been appropriated in the amount of $1,600,000 in the FY 2016-17 Budget
for the relocation of staff into suitable space. Future fiscal year budgets will include the
lease costs.
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Attachments
Attachment 1: Resolution-, Exhibit A. Lease Agreement, Attachment 1 — Floor Plans
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Wards: All CID
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Synopsis of Previous Council Actions:
November 21, 2016- Resolution 2016-239-1 To Execute a Lease Agreement between E
the City of San Bernardino and 215 D Street Building, LLC for the Lease of Office
1 Space.
November 21, 2016- Resolution 2016-240: To Execute a Lease Agreement between
the City of San Bernardino and Vanir Tower Building, Inc. for the Lease of Office
Space,
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6.B.a
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
3 BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO m
4 AND ARROWHEAD PROFESSIONAL CENTER L.P. FOR THE LEASE OF OFFICE ai
5 SPACE IN THE 600 NORTH ARROWHEAD AVENUE BUILDING.
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6 BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS: s
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8 SECTION 1. The City Manager is hereby authorized to execute a Lease Agreement a
9 between the City of San Bernardino and Arrowhead Professional Center L.P., attached hereto z0
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10 as Exhibit "A" and incorporated herein.
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11 SECTION 2. The City Manager is hereby authorized to execute any other such d
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documents as may be necessary to effectuate the intention of this resolution. P
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SECTION 3. The Director of Finance is hereby authorized to issue a Purchase Order
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15 to Arrowhead Professional Center L.P. for the lease of office space for the entire term of the c
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16 Lease.
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1 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA AUTHORIZING THE CITY MANAGER TO
2 EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO
AND ARROWHEAD PROFESSIONAL CENTER L.P. FOR THE LEASE OF OFFICE c
3 SPACE IN THE 600 NORTH ARROWHEAD AVENUE BUILDING.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
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6 and City Council of the City of San Bernardino at a
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7 meeting thereof, held on the day of , 2017, by the following vote, a
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8 to wit:
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Council Members: AYES NAYS ABSTAIN ABSENT c
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11 MARQUEZ
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12 BARRIOS
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13 VALDIVIA a
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14 SHORETT
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NICKEL
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17 RICHARD 0
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18 MULVIHILL
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20 Georgeann Hanna, CMC, City Clerk
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The foregoing Resolution is hereby approved this day of , 2017.
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24 R. Carey Davis, Mayor o
25 City of San Bernardino
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Approved as to form: E
26 Gary D. Saenz, City Attorney
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28 By:
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CITY OF SAN BERNARDINO
LEASE AGREEMENT m
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LANDLORD: Arrowhead Professional Center, LP a
PO Box 1300 d
Florence, MT 59833 0
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CITY: CITY OF SAN BERNARDINO o
300 N. "D" Street o
San Bernardino, CA 92418
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PREMISES: 600 North Arrowhead Ave. 0
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San Bernardino, CA 92401 2
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TERM OF LEASE: Forty-two (42) months with One (1) Six (6) month option to extend period
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COMMENCEMENT DATE OF LEASE: April 1, 2017 (subject to Paragraph 3) _
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INITIAL MONTHLY RENT: $35,500.00 a
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TABLE OF CONTENTS Co
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PARAGRAPH CAPTION PAGE >
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2. PREMISES LEASED .......................................................................1 0
3. TERM................................................................................................1 a
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4. RENT.................................................................................................2
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5. EXPANSION OF RENTAL SPACE 3
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6. OPTION TO EXTEND TERM..........................................................4
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7. RETURN OF PREMISES.................................................................4
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8. HOLDING OVER 4 =
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9. TAXES...............................................................................................4 p
10. USE ...................................................................................................5 a
11. HEALTH, SAFETY AND FIRE CODE REQUIREMENTS............5
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12. SIGNS ...............................................................................................5 J
13. MAINTENANCE ..............................................................................5
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14. ALTERATIONS 7 00
15. FIXTURES........................................................................................7 r-
16.16. UTILITIES........................................................................................7 E
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17. INDEMNIFICATION 7
18. INSURANCE REQUIREMENTS AND SPECIFICATIONS ..........7 N
19. DESTRUCTION OF PREMISES 12 t°
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20. LANDLORD'S DEFAULT..............................................................13
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21. CITY'S REMEDIES ON LANDLORD'S DEFAULT.....................13
22. CITY'S DEFAULT..................................................•................••••••.13
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23. LANDLORD'S REMEDIES ON CITY'S DEFAULT.....................14
24. LANDLORD'S ACCESS TO PREMISES ......................................14 d
25. NOTICES 15
26. INCORPORATION OF PRIOR AGREEMENT.............................16
27. WAIVERS........................................................................................16
28. AMENDMENTS .............................................................................16 3
29. SUCCESSORS16 0
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30. SEVERABILITY 16 a
31. TIME OF ESSENCE 16 0
32. QUIET ENJOYMENT 16
33. PROVISIONS ARE COVENANTS AND CONDITIONS..............16 s
34. CONSENT.......................................................................................16
35. EXHIBITS16 a
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36. LAW.................................................................................................17
37. VENUE............................................................................................17
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38. ATTORNEYS' FEES AND COSTS................................................17
39. RESERVED.....................................................................................17 =
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40. CITY'S RIGHT TO TERMINATE LEASE.....................................17
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41. LANDLORD'S IMPROVEMENTS.................................................17
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42. CAPTIONS, TABLE OF CONTENTS AND COVER PAGE.........18 3
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43. SURVIVAL......................................................................................18 `
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44. FORMER CITY OFFICIALS..........................................................18
45. BROKER'S COMMISSIONS..........................................................18 z°
46. ESTOPPEL CERTIFICATES ........................................................18 a
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47. SUBORDINATION AND ATTORNMENT....................................18 `
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48. HAZARDOUS SUBSTANCES .......................................................19
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49. PUBLIC RECORDS DISCLOSURE; CONFIDENTIALITY.........20 d
50. CONDITION OF PREMISES 21
51. CONDEMNATION 21 a
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52. MATERIAL MISREPRESENTATION 22
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53. INTERPRETATIONS23
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54. AUTHORIZED SIGNATORS.........................................................24 0
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EXHIBIT "A" Premises a
EXHIBIT "A-1" Premises Specifications m
EXHIBIT "B" Janitorial and Maintenance Services
EXHIBIT "C" List of Former CITY Officials
EXHIBIT "D" Estoppel Certificate
EXHIBIT "E" Subordination, Nondisturbance and Attornment Agreement
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LEASE AGREEMENT
1. PARTIES: This lease ("Lease") is made between Arrowhead Professional m
Center, LP ("LANDLORD"), and the CITY of San Bernardino ("CITY"), who agree
on the terms and conditions contained in this Lease. LANDLORD hereby
represents and warrants to CITY that LANDLORD is the legal owner with sole
title to the Property (as defined below), including the Premises (as defined below),
and has the right to enter into this Lease without consent or approval from any o
other parties. In the event of a breach of the foregoing representation and a
warranty, CITY shall have the right to terminate this Lease with immediate effect
and LANDLORD shall indemnify, defend (with counsel reasonably approved by z°
CITY) and hold harmless CITY and its employees, contractors, agents, and c
volunteers from any and all claims, actions, losses, damages and/or liability arising �?
out of said breach. w
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2. PREMISES LEASED: E
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a. LANDLORD leases to CITY and CITY leases from LANDLORD Q
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certain premises of approximately 24,419 square feet of office space ("Premises"),
comprising a portion of the building ("Building") located on the real property
commonly known as 600 N. Arrowhead Ave, San Bernardino, California, 92401,
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APNs 0135-022-01-0000, 0135-022-02-000, 0135-022-03-0000, 0135-022-05-0000,
and 0135-022-06-0000 ("Property"). The Premises is more particularly depicted in
Exhibit "A" Premises, attached hereto and incorporated herein by reference. The E
parties hereby agree that the Premises shall not be re-measured at any time during a
the term of the Lease, including any extensions thereof. a
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b. Along with the Premises, LANDLORD grants to CITY, at no
additional cost: (i) the right to the exclusive use of seventy two (72) parking spaces, a
including three (3) handicapped parking spaces, in the parking lot located on the
Property, (ii) the right to use any common areas of the Property and any s
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improvements thereon; and (iii) the right of ingress and egress to the Premises, the w
parking lot at the Building, and any common areas of the Property.
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3. TERM: a
A. Initial Term. The Lease's initial term ("Initial Term") shall commence
on April 1, 2017 ("Commencement Date") and end on September 30, 2020 ("Ending o
Date"), provided that the Premises is Move In Ready (hereinafter defined) and is d
accepted by CITY. For the purposes of this Lease, "Move In Ready" shall mean that
the Premises can be used for their intended purposes and have been certified for
occupancy by the entity that issued the building permits, notwithstanding that E
minor corrections and/or additions remain to be completed. In the event the term U
commences prior to the Commencement Date as the result of CITY's election under
subparagraph 3C, Early Possession, the Ending Date shall not be changed. If a
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LANDLORD is unable to deliver possession of the Premises by the Commencement c
Date, CITY shall not be liable for any rent and this Lease shall not commence until °
LANDLORD delivers possession of the Premises to CITY. Any such delay in m
possession shall not affect the Ending Date.
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B. Early Access. LANDLORD shall allow the CITY early access ("Early
Access") to the Premises at any time prior to the Commencement Date for the
purpose of the CITY or its representatives installing communications equipment, o
modular furniture, alarms and such other items that the CITY may reasonably a
desire and to construct the Improvements for the Premises as discussed below in
PARAGRAPH 41 — Tenant Improvements. If CITY totally or partially occupies z°
the Premises under this Early Access provision prior to the Commencement Date, o
the obligation to pay rent shall be abated for the period of the Early Access. All
other terms of this Lease shall, however, be in effect during such period. Any such °
Early Access shall not affect the Commencement Date or the Ending Date.
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C. Early Possession. The CITY may elect to totally or partially take
possession of the Premises at any time prior to the scheduled Commencement Date
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("Early Possession"). If CITY totally or partially takes possession of the Premises
under this Early Possession provision prior to the Commencement Date, the --!
obligation to pay rent for only that portion of the Premises possessed shall
commence for the period of such Early Possession. The CITY may vacate all or any
portion it has possessed as Early Possession without in any manner affecting the =
Commencement Date, the Ending Date or any other portion of the Lease. All other E
terms of this Lease shall, however, be in effect during such period. Any such Early
Possession shall not affect the Commencement Date or the Ending Date. a
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D. Delay in Possession. LANDLORD agrees to use all commercially
reasonable efforts to deliver possession of the Premises to CITY by the Q
Commencement Date. If as a result of causes beyond LANDLORD's reasonable
control, LANDLORD is unable to deliver possession as agreed, this Lease shall not
be voidable, nor shall such failure affect the validity of this Lease. If possession is "'
not delivered within ninety (90) days after the Commencement Date, CITY can �
elect to terminate this Lease by giving written notice to LANDLORD at any time E
before LANDLORD delivers possession of the Premises to CITY. If CITY elects to
terminate this Lease pursuant to this provision, CITY shall be discharged of all
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obligations under this Lease.
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4. RENT: o
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A. CITY shall pay to LANDLORD the following monthly rental o
payments for the Premises in arrears not later than the last day of each month,
commencing when the term commences, continuing during the term, based on
approximately 24,419 square feet of leased space.
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Commencement thru September 30, 2018 - monthly payments of$35,500.00. `t
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October 1, 2018 thru September 30, 2019 - monthly payments of$36,920.00.
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October 1, 2019 thru September 30, 2020 - monthly payments of$38,397.00.
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The parties agree that all parking spaces provided under this Lease are at no
additional cost to the CITY during the Initial Term and any extended term.
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B. Rent for any partial month shall be prorated based on the actual a
number of days of the month. LANDLORD shall accept all rent and other
payments from CITY under this Lease via electronic funds transfer (EFT) directly z0
deposited into the LANDLORD's designated checking or other bank account. o
LANDLORD shall promptly comply with directions and accurately complete forms
provided by CITY required to process EFT payments. °
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5. EXPANSION OF RENTAL SPACE:
A. LANDLORD shall not lease or extend an existing lease covering all or
any part of the area of the building in which the Premises are located that is a
marked on Exhibit "A" as Expansion Space ("Expansion Space") to a third party
without first notifying CITY that LANDLORD intends to lease part or all of the n
Expansion Space. At any time during the term of this Lease that all or any part of It
the Expansion Space is not leased to a third person, CITY shall have the option to
add to the Premises any part or all of the Expansion Space that is not leased to a E
third party. In the event LANDLORD makes or receives a bona fide offer to L
actually lease or extend an existing lease on some or all of the Expansion Space,
LANDLORD shall provide CITY with written notice of LANDLORD's intention to N
lease (or extend an existing lease) some or all of the Expansion Space to a third J
party. LANDLORD's notice to CITY shall include all material terms of the third- ac
party offer. CITY shall have fifteen (15) days from CITY's receipt of LANDLORD's
notice to determine whether CITY wishes to add any part or all of the Expansion
Space identified in the third-party offer to the Premises. LANDLORD shall have w
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the right to lease to a third party (or extend an existing lease with such third
party), on the terms set forth in LANDLORD's notice to CITY, any part of the E
Expansion Space mentioned in the third-party offer as to which CITY has not o
notified LANDLORD of CITY's agreement to lease within fifteen (15) days after
CITY's receipt of LANDLORD's notice. If CITY does not exercise its option to add
the Expansion Space mentioned in the third party offer to the Premises, and 3
LANDLORD is unable to consummate the transaction described in the third-party o
offer with such third party, CITY's rights under this paragraph shall be reinstated d
automatically. Further, CITY's rights under this paragraph shall accrue anytime
any of the Expansion Space is not leased to a third party or becomes available. The
CITY may exercise its option at the discretion of the City Manager. 0
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B. If CITY exercises its option to lease the Expansion Space or part of it,
the Expansion Space or part of it shall be included within the Premises and leased
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to CITY pursuant to all provisions of this Lease, including, without limitation, the c
provisions relating to LANDLORD's Improvements, rent and parking. Additional °
parking spaces will be added to the Premises at the rate of four to one (4:1) m
additional parking space(s) for each one thousand (1,000) square feet of Expansion
Space leased. The rent payable under this Lease shall be increased proportionately >
by the basic rental rate per square foot of floor area for each square foot of floor
area in the Expansion Space leased by CITY. CITY's obligation to pay rent on the
Expansion Space shall be governed by Paragraph 4, RENT. The parties shall o
immediately execute an amendment to this Lease stating the addition of the Q
Expansion Space or part thereof to the Premises and the additional rent for the
Expansion Space. Z
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C. If prior to executing this Lease, LANDLORD granted a third party an
option to lease or extend an existing lease for all or part of the expansion space, the °
third party's option will take precedence over the CITY's right of first refusal and 0
option set forth in subparagraph A and B, above. Additionally, if during the term of
this Lease, LANDLORD follows the provisions of subparagraphs A and B, above, ,
and thereafter grants a third party an option to lease or extend an existing lease for
all or part of the expansion space, the third party's option will take precedence over
the CITY's right of first refusal and option set forth in subparagraphs A and B,
above.
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6. OPTION TO EXTEND TERM: LANDLORD gives CITY the option to extend
the term of the Lease on the same provisions and conditions, except for the monthly E
rent, for one (1) six-month option period ("extended term") following expiration of
the Initial Term, by CITY giving notice of its intention to exercise the option to Q
LANDLORD prior to the expiration of the preceding term or during any holding N
over pursuant to Paragraph 8, HOLDING OVER. The rent for the extended term
shall be adjusted at a rate of 4% per anum.
7. RETURN OF PREMISES: The CITY agrees that it will, upon the
termination of this Lease, return the Premises in a good condition and repair as the u,
Premises now is or shall hereafter be put; reasonable wear and tear expected.
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8. HOLDING OVER: In the event the CITY shall hold over and continue to
occupy the Premises with the consent of the LANDLORD, expressed or implied, the a
tenancy shall be deemed to be a tenancy from month-to-month upon the same
terms and conditions, , as existed and prevailed at the time of the expiration of the
term of this Lease. Except that rent during any holdover shall be one hundred ten o
percent (110%) of the rent at the end of the preceding term Notwithstanding Q
Paragraph 40 CITY'S RIGHT TO TERMINATE LEASE, either party shall have the o
right to terminate the Lease with not less than one hundred twenty (120) days
prior written notice to the other party during any holdover tenancy.
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9. TAXES: LANDLORD shall pay all real property taxes, and general and
special assessments levied and assessed against the Premises. a
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10. USE: CITY shall occupy and use the Premises during the term hereof for the a
purposes of CITY business. m
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11. HEALTH, SAFETY AND FIRE CODE REQUIREMENTS:
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A. Compliance with Code Requirements: As a condition precedent to the
existence of this Lease, LANDLORD, at its sole expense will ensure the Premises o
meet the applicable requirements of all Health, Safety, Fire and Building Codes,
statutes, regulations and ordinances for public and governmental buildings,
including any requirements for a notice of completion, certificate of occupancy, z°
California Title 24 requirements and the Americans with Disabilities Act ("ADA"). o
Specifically, LANDLORD must ensure there is an accessible path of travel from
public transportation to the Premises pursuant to Title 24. Additionally, °
LANDLORD warrants that any improvements on or in the Premises which have
been constructed or installed by LANDLORD or with LANDLORD's consent or at
LANDLORD's direction shall comply with all applicable covenants or restrictions of
record and applicable Codes, statutes, regulations and ordinances in effect on the
Commencement Date. LANDLORD also warrants to CITY that LANDLORD has a
no knowledge of any claim having been made by any governmental agency that a
violation or violations of applicable Codes, statutes, regulations, or ordinances exist
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with regard to the Premises as of the Commencement Date. Should the continued
occupancy of the Premises be in any way prejudiced or prevented due to changes in =
the ADA or the Health, Safety, Fire and Building Codes, statutes, regulations or E
ordinances for public and governmental buildings, the LANDLORD shall correct, a
update and comply with said changes at LANDLORD's cost. Q
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B. Access Inspection: No inspection of the Premises, Building, or Property
has been performed by a Certified Access Specialist in conjunction with this Lease. a
For avoidance of doubt, notwithstanding that an inspection of the Premises,
Building, or Property has not be performed by a Certified Access Specialist,
LANDLORD's obligations under Paragraph 10.A. shall remain unchanged. u,
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12. SIGNS: CITY will display from the windows and/or marquee of the Premises E
only such sign or signs as are not prohibited by law. Landlord must approve all
signs, such approval not to be unreasonably withheld. a
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13. MAINTENANCE:
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A. Except as specifically provided in subparagraph 13C, below, Q
LANDLORD at its cost shall perform such inspections, maintenance and repairs as
are necessary to ensure that all portions of the Premises, including but not limited a;
to the following, are at all times in good repair and safe condition:
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(1) The structural parts of the building and other improvements c
that are a part of the Premises, which structural parts include the foundations, °
bearing and exterior walls (including glass and doors), subflooring, and roof; and, m
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(2) The electrical, plumbing, and sewage systems, including, >
without limitation, those portions of the systems owned or controlled by
LANDLORD lying outside the Premises; and, Q
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(3) Window frames, gutters, and downspouts on the building and Q
other improvements that are a part of the Premises; and,
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(4) Heating, ventilation and air conditioning (HVAC) systems c
servicing the Premises (additionally, air-conditioning and heating filters are to be 'L
changed quarterly. Upon commencement of this lease agreement and every three °
(3) years thereafter, LANDLORD is to provide
maintenance of HVAC servicing); and, d
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(5) The grounds, including all parking areas and outside lighting,
grass, trees, shrubbery and other flora; and,
(6) The servicing of fire extinguishers or any other fire suppression
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equipment attached to the facility; and,
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(7) The CITY shall perform and pay for all janitorial services E
associated with their leased space as set forth in Exhibit "B."
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B. Without in any way affecting LANDLORD's duty to inspect, maintain
and repair the Premises and regardless of whether any specific notice of need for a
maintenance or repair is provided to LANDLORD by the CITY, the CITY may a
request specific maintenance or repairs. Any such request may be made orally, by
telephone or otherwise. If, (a) CITY gives notice to LANDLORD of a condition
requiring maintenance or repairs, and LANDLORD does not commence the
performance of its maintenance or repair obligations within ten (10) days of =
receiving such notice, or does not diligently prosecute its obligations to completion E
thereafter, or (b) in the case of an emergency, whether or not CITY has given notice
to LANDLORD, LANDLORD does not immediately perform its obligations, CITY a
can perform the obligations and have the right to be reimbursed for the sum CITY
actually and reasonably expends (including charges for CITY employees and
equipment) in the performance of LANDLORD's obligations. The sum expended by o
CITY shall be due from LANDLORD to CITY within thirty (30) days of notice of a
such sum, and if paid at a later date shall bear interest at the maximum rate the
CITY is permitted by law to charge from the date the sum was paid by CITY until
CITY is reimbursed by LANDLORD. If LANDLORD fails to reimburse CITY as
required by this paragraph, CITY shall have the right to withhold from future rent
due the sum CITY has paid until CITY is reimbursed in full for the sum and
interest on it. The remedies set forth in this paragraph are in addition to and do a
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not in any manner limit other remedies set forth in particular paragraphs of this E
Lease. CITY shall forward to LANDLORD receipts and/or documentation '
supporting the amount withheld. m
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C. The Parties acknowledge that Arrowhead Professional Center is the
property manager with Les Copelin as the property specific manager to ensure the
Premises are maintained properly. Inspections must be coordinated with the CITY
representative. o
14. ALTERATIONS: CITY shall not make any structural or exterior
improvements or alterations to the Premises without LANDLORD's consent. Any z°
such alterations shall remain on and be surrendered with the Premises on o
expiration or termination of the Lease.
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15. FIXTURES: CITY shall have the right during the term(s) of this Lease to a
install shelving and fixtures, and make interior, non-structural improvements or
alterations in the Premises. Such shelving, fixtures, improvements, and alterations a,
shall remain the property of the CITY and may be removed by the CITY during the a
term(s) of this Lease or within a reasonable time thereafter, provided that the
CITY restores the Premises to the condition as it existed at the commencement of
this Lease, reasonable wear and tear excluded, or the CITY in its sole discretion
00
may elect to surrender all or any part of such shelving, fixture, improvements and
alterations to the LANDLORD, in which case CITY shall have no duty to restore =
the Premises. Any such election to surrender must be in writing, but need not be E
accepted by LANDLORD to be effective. a
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16. UTILITIES: LANDLORD shall furnish to the Premises and pay all service N
charges and related taxes for electric, gas, water, sewer, trash, fire alarm service
and all other utilities. CITY shall furnish and pay for security, vending machines, Q
computers, internet and its own telephone service including pay telephones.
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17. INDEMNIFICATION: The LANDLORD agrees to indemnify, defend (with u,
counsel reasonably approved by CITY) and hold harmless the CITY and its =
authorized officers, employees, agents and volunteers from any and all claims, E
actions, losses, damages, and/or liability arising out of LANDLORDS's negligent
performance or breach of its obligations under this contract including the acts, a
errors or omissions of any person and for any costs or expenses incurred by the
CITY on account of any claim except where such indemnification is prohibited by s
law. This indemnification provision shall apply regardless of the existence or o
degree of fault of indemnities. The LANDLORD's indemnification obligation applies Q
to the CITY's "active" as well as "passive" negligence but does not apply to the
CITY's "sole negligence" or "willful misconduct" within the meaning of Civic Code
Section 2782.
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18. INSURANCE REQUIREMENTS AND SPECIFICATIONS:
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Packet Pg.267
6.Bc
A. CITY is a self-insured public entity for purposes of professional
liability, general liability and workers' compensation. °
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B. The LANDLORD agrees to provide insurance set forth in accordance
with the requirements herein. If the LANDLORD uses existing coverage to comply
with these requirements and that coverage does not meet the specified
requirements, the LANDLORD agrees to amend, supplement or endorse the d
existing coverage to do so. The type(s) of insurance required is determined by the
scope of the lease hereunder. Without in anyway affecting the indemnity herein a
provided and in addition thereto, the LANDLORD shall secure and maintain
throughout the contract term the following types of insurance with limits as shown' z°
O
(1) Workers' Compensation/Employers Liability — A program of
Workers' Compensation insurance or a state-approved, self-insurance program in °
an amount and form to meet all applicable requirements of the Labor Code of the a
State of California, including Employer's Liability with $250,000 limits covering all d
persons including volunteers providing services on behalf of the LANDLORD and a,
all risks to such persons under this lease agreement. ¢
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If LANDLORD has no employees, it may certify or warrant to the CITY that is does a
not currently have any employees or individuals who are defined as "employees"
00
under the Labor Code and the requirement for Workers' Compensation coverage
will be waived by the CITY's Director of Risk Management. _
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If, LANDLORD is a non-profit corporation, organized under California or Federal
law, volunteers for LANDLORD are required to be covered by Workers' ¢
Compensation insurance. N
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(2) Commercial/General Liability Insurance — The LANDLORD Q
shall carry General Liability Insurance covering all operations performed by or on
behalf of the LANDLORD providing coverage for bodily injury and property x
damage with a combined single limit of not less than one million dollars U,
($1,000,000), per occurrence. The policy coverage shall include: _
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(a) Premises operations and mobile equipment.
(b) Products and completed operations. Q
(c) Broad form property damage (including completed
operations).
(d) Explosion, Collapse, and underground hazards c
(e) Personal injury Q
(f) Contractual liability.
(g) $2,000,000 general aggregate limit.
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(3) Commercial Property Insurance providing all risk coverage for
the leased premises, building, fixtures, equipment and all property constituting a
8
Packet Pg. 268
s.B.c
part of the premises. Coverage shall be sufficient to insure One Hundred percent c
(100%) of the replacement cost.
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(4) Automobile Liability Insurance — Primary insurance coverage
shall be written on ISO Business Auto coverage form for all owned, hired and non-
owned automobiles or symbol 1 (any auto). The policy shall have a combined single
limit of not less than one million dollars ($1,000,000) for bodily injury and property
damage, per occurrence. If LANDLORD has no employees, it may certify or warrant o
to the CITY that is does not currently have any employees or individuals who are a
defined as "employees" under the Labor Code and the requirement for Automobile
Liability Insurance coverage will be waived by the CITY's Director of Risk z°
Management. c
(5) Umbrella Liability Insurance - An umbrella (over primary) or °
excess policy may be used to comply with limits or other primary coverage
requirements. When used, the umbrella policy shall apply to bodily injury/property
damage, personal injury/advertising injury and shall include a "dropdown" ,
provision providing primary coverage for any liability not covered by the primary
policy. The coverage shall also apply to automobile liability unless the requirement
for automobile liability insurance has been waived by the CITY.
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C. If LANDLORD performs any construction of the Premises on behalf of v
the CITY, LANDLORD shall also procure and maintain coverages as follows: _
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(1) For construction contracts for projects over One Million Dollars L
($1,000,000) and less than Three Million Dollars ($3,000,000) require limits of not
less than Three Million Dollars in General Liability and Auto Liability coverage. N
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(2) For construction contracts for projects over Three Million Q
Dollars ($3,000,000) and less than Five Million Dollars ($5,000,000) require limits
of not less than Five Million Dollars ($5,000,000) in General Liability and Auto E
Liability coverage. u,
(3) For construction contracts for projects over Five Million Dollars E
($5,000,000) and less than Ten Million Dollars ($10,000,000) require limits of not o
less than Ten Million Dollars (10,000,000) in General Liability and Auto Liability a
coverage.
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(4) Subcontractor Insurance Requirements. The LANDLORD o
agrees to require all parties or subcontractors, including architects or others it hires Q
or contracts with related to the performance of this contract to provide insurance
covering the contracted operation with the basic requirements for all contracts in
131 and the insurance sections for all contracts in B2, (including waiver of
subrogation rights) and naming the CITY as an additional insured. The
LANDLORD agrees to monitor and review all such coverage and assumes all V
responsibility ensuring that such coverage is provided as required here. a
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Packet Pg.269
6.B.c
(5) Course of Construction/Installation (Builder's Risk) property °
insurance providing all risk, including theft coverage for all property and materials m
to be used on the project. The insurance policy shall not have any coinsurance
penalty.
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D. Additional Insured — All policies, except for the Workers' a
Compensation, shall contain endorsements naming the CITY and their officers, c
employees, agents and volunteers as additional insureds with respect to liabilities a
arising out of the use under this lease hereunder. The additional insured
endorsements shall not limit the scope of coverage for the CITY to vicarious z°
liability but shall allow coverage for the CITY to the full extent provided by the o
policy. Such additional insured coverage shall be at least as broad as Additional
Insured (Form B) endorsement form ISO, CG 2010.11 85. °
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E. Waiver of Subrogation Rights — The LANDLORD shall require the
carriers of required coverages to waive all rights of subrogation against the CITY, a,
their officers, employees, agents, volunteers, contractors and subcontractors. All Q
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general or auto liability insurance coverage provided shall not prohibit the
LANDLORD and LANDLORD's employees or agents from waiving the right of
subrogation prior to a loss or claim. The LANDLORD hereby waives all rights of
00
subrogation against the CITY.
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F. Policies Primary and Non-Contributory — All policies required herein E
are to be primary and non-contributory with any insurance or self-insurance
programs carried or administered by the CITY. a
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G. Severability of Interests — The LANDLORD agrees to ensure that J
coverage provided to meet these requirements is applicable separately to each Q
insured and there will be no cross liability exclusions that preclude coverage for
suits between the LANDLORD and the CITY or between the CITY and any other x
insured or additional insured under the policy. U!
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H. Proof of Coverage — The LANDLORD shall furnish Certificates of m
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Insurance to the CITY evidencing the insurance coverage, including endorsements, A
as required, prior to the commencement of performance of services hereunder, a
which certificates shall provide that such insurance shall not be terminated or
expire without thirty (30) days written notice to CITY, and LANDLORD shall
maintain such insurance from the time LANDLORD commences use under the o
lease hereunder until the end of the period of the lease. Within fifteen (15) days of a`
the commencement of this contract, the LANDLORD shall furnish a copy of the o
Declaration page for all applicable policies and will provide complete certified w
copies of the policies and endorsements immediately upon request.
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I. Acceptability of Insurance Carrier — Unless otherwise approved by the
CITY's Risk Management Division, insurance shall be written by insurers
10
Packet Pg. 270
authorized to do business in the State of California and with a minimum "Best" E
Insurance Guide rating of"A- VII".
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J. Deductibles and Self-Insured Retention — Any and all deductibles or
self-insured retentions in excess of $10,000 shall be declared to and approved by
CITY's Risk Management Division.
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K. Insurance Review — Insurance requirements are subject to periodic o
review by the CITY. The CITY's Human Resources Director or designee is a
authorized, but not required, to reduce, waive or suspend any insurance
requirements whenever the CITY's Risk Management Division determines that any z°
of the required insurance is not available, is unreasonably priced, or is not needed o
to protect the interests of the CITY. In addition, the CITY's Director of Human
Resources or designee is authorized, but not required, to change the above °
insurance requirements to require additional types of insurance coverage or higher
coverage limits, provided that any such change is reasonable in light of past claims
against the CITY, inflation, or any other item reasonably related to the CITY's risk. a,
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Any change requiring additional types of insurance coverage or higher coverage
limits must be made by amendment to this lease. LANDLORD agrees to execute
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any such amendment within thirty (30) days of receipt.
Any failure, actual or alleged, on the part of CITY to monitor or enforce compliance E
with any of the insurance and indemnification requirements will not be deemed as L
a waiver of any rights on the part of the CITY. a
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L. Failure to Procure Insurance. All insurance required must be J
maintained in force at all times by LANDLORD. Failure to maintain said insurance, ac
due to expiration, cancellation, etc., shall be cause for the CITY to give notice to
immediately suspend all LANDLORD's business activities on the Premises. Failure x
to reinstate said insurance within the 30 days of notice to do so shall be cause for U'
termination and for forfeiture of this agreement, and/or CITY, at its discretion, may
procure or renew such insurance and pay any and all premiums in connection E
therewith, and all monies so paid by CITY shall be repaid by LANDLORD to CITY
upon demand but only for the pro rata period of non-compliance. a
M. CITY shall have no liability for any premiums charged for such s
coverage(s). The inclusion of CITY as additional named insured is not intended to 0
and shall not make a partner or joint venturer with LANDLORD in LANDLORD's Q
operations. o
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N. The LANDLORD agrees to require all parties or subcontractors, or
others it hires or contracts with related to the use of this lease to provide insurance
covering such use with the basic requirements and naming the CITY as additional V
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Packet Pg.271
6.B.c
insured. LICENSEE agrees to monitor and review all such coverage and assumes c
all responsibility for ensuring that such coverage is provided as required herein.
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19. DESTRUCTION OF PREMISES:
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A. During the term of this Lease, if any casualty renders a portion of the `r
Premises unusable for the purpose intended, then LANDLORD shall, at
LANDLORD's expense, restore the Premises and repair any damages caused by o
such casualty as soon as reasonably possible and this Lease shall continue in full a
force and effect. If LANDLORD does not commence the restoration of the Premises ._
in a substantial and meaningful way within thirty (30) days following the Z
LANDLORD's receipt of written notice of the casualty, or should LANDLORD fail
to diligently pursue completion of the restoration of the Premises, or if the time
required to restore the Premises is estimated to exceed ninety (90) days, CITY may,
at its option, terminate this Lease immediately upon written notice to the
LANDLORD. If CITY elects to terminate this Lease pursuant to this provision,
CITY shall be discharged of all future obligations under this Lease. Alternatively,
if LANDLORD fails to commence the restoration of the Premises or fails to Q
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diligently pursue the completion of the restoration as aforesaid, CITY may, at its
option and in its sole discretion, after notice to LANDLORD, perform LANDLORD's J
obligations and restore the Premises. If CITY elects to restore the Premises, CITY
shall have the right to be reimbursed for all sums it actually and reasonably V
expends (including charges for CITY employees and equipment) in the performance c
of LANDLORD's obligations. The sum paid by CITY shall be due from LANDLORD E
to CITY within five (5) days of notice of such sum, and if paid at a later date shall L
bear interest at the maximum rate the CITY is permitted by law to charge from the a
date the sum was paid by CITY until CITY is reimbursed by LANDLORD. If 4)
LANDLORD fails to reimburse CITY as required by this paragraph, CITY shall
have the right to withhold from future rent due the sum CITY has paid until CITY Q
is reimbursed in full for the sum and interest on it. The remedies set forth in this
paragraph are in addition to and do not in any manner limit other remedies set
forth in particular paragraphs of this Lease. CITY shall forward to LANDLORD
receipts and/or documentation supporting the amount withheld. For the purposes
of this paragraph, the phrase "commence . . . in a substantial and meaningful way" E
shall mean either the unconditional authorization of the preparation of the
required plans, the issuance of any required Building Permits or the beginning of
the actual work on the Premises.
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B. In the event there is a destruction of a portion of the Premises as set e
out in subparagraph A, above, there shall be an abatement or reduction of the rent Q
between the date of destruction and the date of completion of restoration or the
date of termination of this Lease, whichever comes first. The abatement or ;
reduction of the rent shall be in proportion to the degree to which CITY's use of the
Premises is impaired.
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Packet Pg.272
C. In the event there is a destruction of a portion of the Premises as set c
out in subparagraph A, above, and the Lease is not terminated because of such
destruction, LANDLORD agrees to use any and all insurance proceeds received for m
said destruction in the restoration of the Premises.
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D. In the event LANDLORD is required to restore the Premises as a
provided in this paragraph, LANDLORD shall restore, at LANDLORD's expense, d
any structural or exterior improvements or alterations to the Premises made by o
CITY pursuant to Paragraph 14, ALTERATIONS, of this Lease, but shall not be a
responsible for restoring any shelving, fixtures, or interior nonstructural
improvements or alteration made by the CITY pursuant to Paragraph 15, z°
FIXTURES, of this Lease. o
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E. It is the purpose and intent of this paragraph to determine who shall °
bear the initial responsibility for restoration of the Premises in the event of any
such destruction and not to determine the party ultimately responsible for the costs 0
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of such restoration. �
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20. LANDLORD'S DEFAULT: Except where another time limit is specifically
provided, LANDLORD shall be in default of this Lease if LANDLORD fails or
refuses to perform any material provisions of this Lease and such failure or refusal
00
to perform is not cured within thirty (30) days following LANDLORD's receipt of
written notice of default from CITY. If the default cannot reasonably be cured =
within thirty (30) days, LANDLORD shall not be in default of this Lease if E
LANDLORD commences to cure the default within the thirty (30) day period and 0
diligently and in good faith continues to cure the default.
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21. CITY'S REMEDIES ON LANDLORD'S DEFAULT: CITY, at any time after
LANDLORD is in default, as defined in paragraph 20 above can terminate this Q
Lease immediately upon written notice to LANDLORD or can cure the default at
LANDLORD's cost. If CITY at any time, by reason of LANDLORD's default, pays
any sum or does any act that requires the payment of any sum (including charges U,
for CITY's employees and equipment), the sum paid by CITY shall be due from
LANDLORD to CITY within five (5) days of notice of such sum, and if paid at a E
later date shall bear interest at the maximum rate the CITY is permitted by law to
charge from the date the sum was paid by CITY until CITY is reimbursed by Q
LANDLORD. If LANDLORD fails to reimburse CITY as required by this
paragraph, CITY shall have the right to withhold from future rent due the sum
CITY has paid until CITY is reimbursed in full for the sum and interest on it. The o
remedies set forth in this paragraph are in addition to and do not in any manner Q
limit other remedies set forth in particular paragraphs of this Lease. o
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22. CITY'S DEFAULT: The occurrence of any one or more of the following 0
events shall constitute a default and breach of this Lease by CITY:
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Packet Pg.273
6.B.c
A. The vacating for more than thirty (30) consecutive days or c
abandonment of the Premises by CITY. T'
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B. The failure by CITY to perform any material provisions of this Lease
to be performed by CITY, including the payment of rent, where such failure shall
continue for a period of thirty (30) days after notice by LANDLORD to CITY; Q
V
provided, however, that if the nature of CITY's default is such that more than a
thirty (30) days are reasonably required for its cure, then CITY shall not be deemed o
to be in default if CITY commences such cure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion. The purpose of this notice
requirement is to extend the notice requirements of the unlawful detainer statutes z0
of California. o
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C. The failure to pay rent when due
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23. LANDLORD'S REMEDIES ON CITY'S DEFAULT: Whenever any Event of 2
Default referred to in Section 22 hereof shall have happened and be continuing, it a
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shall be lawful for the LANDLORD to exercise any and all remedies available
pursuant to law or granted pursuant to this Lease; provided, however, that -!
notwithstanding anything herein to the contrary, there shall be no right under any
circumstances to accelerate the Rent or otherwise declare any Rent not then in qt
Default to be immediately due and payable. Each and every covenant hereof to be =
kept and performed by the CITY is expressly made a condition and upon the breach E
thereof the LANDLORD may, at its option, terminate this Lease. In the event of L
such Event of Default, the CITY shall continue to remain liable for the payment of Q
the Rent and/or damages for breach of this Lease and the performance of all N
conditions herein contained and, in any event such rent and/or damages shall be
payable to the LANDLORD only at the same time and in the same manner as a
provided for the payment of Rent.
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24. LANDLORD'S ACCESS TO PREMISES: LANDLORD and its authorized w
representatives shall have the right to enter the Premises at all reasonable times
for any of the following purposes= E
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A. To determine whether the Premises are in good condition; and,
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B. To do any necessary maintenance and to make any restoration to the s
Premises that LANDLORD has the right or obligation to perform; and o
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C. To serve, post, or keep posted any notices required by law; and, o
D. To post "for sale" signs at any time during the term, to post "for rent"
or "for Lease" signs during the last three (3) months of the term; and,
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Packet Pg.274
6.B.c
E. To show the Premises to prospective brokers, agents, buyers, tenants, c
lenders or persons interested in an exchange, at any time during the term. °
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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 CITY. a
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25. NOTICES: 3
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A. Any notice, demand, request, consent, approval, or communication .dc
that either party desires or is required to give to the other party or any other 0
person shall be in writing and either served personally or sent by United States c
mail, postage prepaid, certified or registered, return receipt requested. Any notice,
demand, request, consent, approval, or communication that either party desires or °
is required to give to the other party shall be addressed to the other party at the
address set forth below. Either party may change its address by notifying the other
party of the change of address. Notices shall be deemed delivered and effective
upon the earlier of (i) actual receipt or (ii) the date of delivery or refusal of the Q
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addressee to accept delivery if such notice is sent by or United States mail, postage
prepaid, certified or registered, return receipt requested. J
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LANDLORD's address: Arrowhead Professional Center, LP
PO Box 1300
Florence, MT 59833
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CITY's address: Office of the City Manager
300 North "D" Street
San Bernardino, CA 92418
B. If, at any time after the CITY accepts the Premises, the LANDLORD x
assigns or transfers a non-controlling interest of its rights in the Premises to a third w
party, LANDLORD must notify CITY of its action at least fifteen (15) CITY
working days prior to completing any such action. E
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C. If, at any time after the CITY accepts the Premises, the LANDLORD a
assigns or transfers a controlling interest of its rights in the Premises to a third
party, LANDLORD must notify CITY of its action at least fifteen (15) CITY
working days prior to completing any such action. The new owner must provide o
CITY with evidence of completion of such action. The parties shall immediately Q
execute an amendment to this Lease stating the change of ownership of the
Premises. ;
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(1) Within fifteen (15) CITY working days of completing any action
which affects a change in the ownership of the Premises, the new owner must
provide CITY evidence of obtaining insurance in compliance with Paragraph 17, a
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Packet Pg.276
INDEMNIFICATION and Paragraph 18, INSURANCE REQUIREMENTS AND E
SPECIFICATIONS.
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26. INCORPORATION OF PRIOR AGREEMENT: This Lease contains all of
the agreements of the parties hereto with respect to any matter covered in this
Lease, and no prior agreement or understanding pertaining to such matter shall be `t
effective for any purpose. This Lease specifically supersedes any prior lease a
between the parties related to the Property or Premises and the Parties hereby c
release each other from any and all claims or obligations arising thereunder. Q
27. WAIVERS: No waiver by either party of any provisions of this Lease shall be z
deemed to be a waiver of any other provision hereof or of any subsequent breach by o
either party of the same or any other provisions.
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28. AMENDMENTS: No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their respective
successor in interest, expressing by its terms an intention to modify this Lease.
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29. SUCCESSORS: This Lease shall inure to the benefit of and be binding upon
the heirs, executors, administrators, successors, and assigns of the parties hereto. J
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30. SEVERABILITY If any word, phrase, clause, sentence, paragraph, section, v
article, part or portion of this Lease is or shall be invalid for any reason, the same =
shall be deemed severable from the remainder hereof and shall in no way affect or E
impair the validity of this Lease or any other portion thereof. a
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31. TIME OF ESSENCE: Time is of the essence of each provision of this Lease N
which specifies a time within which performance is to occur. In the absence of any J
specific time for performance, performance may be made within a reasonable time. a
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32. QUIET ENJOYMENT: Subject to the provisions of this Lease and
conditioned upon performance of all the provisions to be performed by CITY W
hereunder, LANDLORD shall secure to CITY during the Lease term the quiet and
peaceful possession of the Premises and all right and privilege appertaining E
thereto.
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33. PROVISIONS ARE COVENANTS AND CONDITIONS: All provisions, a
whether covenants or conditions, on the part of either party shall be deemed to be
both covenants and conditions. o
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34. CONSENT: Whenever consent or approval of either party is required that o
party shall not unreasonably withhold, condition or delay such consent or approval.
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35. EXHIBITS: All exhibits referred to are attached to this Lease and
incorporated by reference.
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Packet Pg.276
36. LAW This Lease shall be construed and interpreted in accordance with the c
laws of the State of California.
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37. VENUE: The parties acknowledge and agree that this Lease was entered
into and intended to be performed in San Bernardino County, California. The >
parties agree that the venue for any action or claim brought by any party to this
Lease will be the Superior Court of California, County of San Bernardino. Each
party hereby waives any law, statute (including but not limited to Code of Civil o
Procedure section 394), or rule of court that would allow them to request or demand Q
a change of venue. If any third party brings an action or claim concerning this Lease,
the parties hereto agree to use their best efforts to obtain a change of venue to the z°
Superior Court of California, County of San Bernardino. c
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38. ATTORNEYS' FEES AND COSTS: If any legal action is instituted to 2
enforce or declare any party's rights hereunder, each party, including the prevailing a
party, must bear its own costs and attorneys' fees. This paragraph shall not apply
to those costs and attorneys' fees directly arising from any third party legal action a,
against the CITY, including such costs and attorneys' fees payable under
Paragraph 17, INDEMNIFICATION, Paragraph 48, HAZARDOUS
SUBSTANCES, and Paragraph 49, PUBLIC RECORDS DISCLOSURE;
CONFIDENTIALITY.
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39. RESERVED:
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40. CITY'S RIGHT TO TERMINATE LEASE: The CITY shall have the right to L
terminate this Lease following the Initial Term at any time whenever CITY, in its a
sole discretion, determines it would be in CITY's best interests to terminate this y
Lease. The City Manager shall give LANDLORD notice of any termination
pursuant to this paragraph at least one hundred twenty (120) days prior to the date cc
of termination. In the event CITY terminates this Lease pursuant to this
Paragraph 40, no termination fees, reimbursement for Improvements, or other x
costs shall be due or payable to LANDLORD for exercising CITY's termination U4
right, except that LANDLORD shall have the right to receive from CITY the rent =
which will have been earned under the Lease through the effective termination E
date.
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41. TENANT IMPROVEMENTS:
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A. LANDLORD agrees to allow CITY to make the improvements to the a
Premises set forth in Exhibit "A-1", Premises Specifications ("Improvements"). All Q
costs associated with making the Improvements shall be the sole responsibility of o
the CITY. CITY understands and agrees not to make any modifications to the
improvement plans and specifications as set forth in Exhibit "A-1", Premises
Specifications, without first obtaining approval in writing from LANDLORD.
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6:B.c
42. CAPTIONS, TABLE OF CONTENTS AND COVER PAGE: The paragraph =
captions, table of contents and the cover page of this Lease shall have no effect on 2
its interpretations. m
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43. SURVIVAL The obligations of the parties that, by their nature, continue
beyond the term of this Lease, will survive the termination of this Lease. 4C
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44. FORMER CITY OFFICIALS: LANDLORD agrees to provide or has already o
provided information on former CITY administrative officials (as defined below) a
who are employed by or represent LANDLORD. The information provided includes
a list of former CITY administrative officials who terminated CITY employment z°
within the last five years and who are now officers, principals, partners, associates o
or members of the business. The information should also include the employment
and/or representative capacity and the dates these individuals began employment °
with or representation of your business. For purposes of this provision, "CITY
administrative official" is defined as a member of the Mayor and Common Council 0
or such official's staff, City Manager or member of such officer's staff, CITY 2
department head, assistant department head, or any employee in the San a
Bernardino Confidential Management Unit. (See Exhibit "C", List of Former CITY
Officials.)
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45. BROKER'S COMMISSIONS: LANDLORD is solely responsible for the v
payment of any commissions to any broker who has negotiated or otherwise =
provided services in connection with this Lease.
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46. ESTOPPEL CERTIFICATES: Each party within thirty (30) days after a
notice from the other party, shall execute and deliver to other party, in recordable N
form, a certificate stating that this Lease is unmodified and in full force and effect, J
or in full force and effect as modified, and stating the modifications. The certificate a
also shall state the amount of minimum monthly rent, the dates to which the rent
has been paid in advance, the amount of any security deposit or prepaid rent, and x
that there are no uncured defaults or specifying in reasonable detail the nature of w
any uncured default claimed. Failure to deliver the certificate within thirty (30)
days shall be conclusive upon the party requesting the certificate and any successor E
to the party requesting the certificate, that this Lease is in full force and effect and
has not been modified except as may be represented by the party requesting the a
certificate, and that there are no uncured defaults on the part of the party
requesting the certificate. The estoppel certificate shall be in the form as shown in r
Exhibit "D", Estoppel Certificate. o
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47. SUBORDINATION AND ATTORNMENT: o
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A. As a condition precedent to the CITY's obligations under this Lease,
LANDLORD shall obtain from the lienholder of the first in priority recorded lien or
encumbrance on the Premises which is senior to this Lease and other existing liens
and encumbrances either an executed recordable subordination agreement which
18
Packet Pg. 278
ss.
subordinates such lien or encumbrance to this Lease, or a nondisturbance c
agreement which contains terms at least as favorable to the CITY as those set forth
in paragraph 2 ("Nondisturbance") of Exhibit "E", Subordination, Nondisturbance m
and Attornment Agreement, hereto.
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B. If, after execution of this Lease, a subsequent lienor requires that this
Lease be subordinate to any such encumbrance, this Lease shall be subordinate to d
that encumbrance if, and only if, LANDLORD first obtains from the subsequent c
lienor an executed subordination, nondisturbance and attornment agreement, the a
terms of which are at least as favorable to the CITY as those set forth in Exhibit .c
"E", Subordination, Nondisturbance and Attornment Agreement hereto. If the City Z
Attorney approves the form of a subordination, nondisturbance and attornment o
CD
agreement pursuant to this subparagraph, and if such agreement is executed by the
subsequent lienor, then the City Manager is authorized on behalf of the CITY to, °
and shall, execute such agreement, and shall further execute any other documents
required by the lender to accomplish the purposes of this paragraph, provided such
other documents are consistent with the terms of the subordination, a,
nondisturbance and attornment agreement and this Lease. a
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48. HAZARDOUS SUBSTANCES: co
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A. LANDLORD hereby represents and warrants that, to the best of
LANDLORD's knowledge, information and belief. (i) the Premises and the property =
on which the Premises forms a part of have not been exposed to Hazardous
Substances and are presently free of all Hazardous Substances; (ii) neither the a
LANDLORD nor any of the other current tenants, if any, on the property of which a
the Premises forms a part is in violation or subject to an existing, pending or N
threatened investigation by any governmental authority under any applicable
federal, state or local law, regulation, ordinance or other legislation pertaining to Q
air, water, or soil quality or the handling, transportation, storage, treatment, usage
or disposal of Hazardous Substances; (iii) any handling, transportation, storage,
treatment or use of toxic or Hazardous Substances to date has been in compliance W
with applicable laws; and (iv) no reportable use has occurred on the Premises and
the property on which the Premises forms a part of to date, and the soil, m
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groundwater and vapor on or under the Premises and the property on which the
Premises forms a part of is free of Hazardous Substances as of the Commencement a
Date. -a
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B. LANDLORD shall indemnify, protect, defend (with counsel reasonably o
approved by CITY) and hold CITY, its agents and employees and the Premises, a
harmless from and against any and all losses and/or damages, liabilities, o
judgments, costs, claims, expenses, penalties, including attorneys' and consultant's T
fees, arising out of or involving the existence of any Hazardous Substances located
in, about or under the Premises and the property on which the Premises forms a
part of. (i) prior to the Commencement Date of this Lease; and (ii) not caused by
CITY during the term, including any extended terms. Additionally, the issuance of a
19
Packet Pg.T971
-Mrrrr.a...0
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an order by any governmental authority directing the LANDLORD or any of c
LANDLORD's other tenants or licensees on the property of which the Premises °
forms a part to cease and desist any illegal action in connection with a Hazardous m
Substance, or to remediate a contaminated condition caused by the LANDLORD or
any person acting under LANDLORD's direct control and authority is a breach of >
this Contract, and LANDLORD shall be responsible for all costs and expenses of Q
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complying with such order, including any and all expenses imposed on or incurred d
by CITY in connection with or in response to such order. LANDLORD's obligations c
under this paragraph shall include, but shall not be limited to, the effects of any Q
contamination or injury to person, property or the environment created or suffered
by CITY, and the cost of investigation, removal, remediation, restoration and/or z0
abatement thereof LANDLORD's obligations under this provision shall survive c
the expiration or early termination of this Lease. No termination, cancellation or
release agreement entered into by CITY and LANDLORD shall release 4°
LANDLORD from its obligations under this Lease with regard to Hazardous
Substances unless specifically agreed to by CITY in writing.
C. For the purposes of this paragraph, the following definitions shall a
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apply:
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(1) "Hazardous Substance," as used in this Lease, shall mean any n
product, substance or waste whose presence, use, manufacture, disposal, c
transportation, or release, either by itself or in combination with other materials
expected to be on the Premises and the property on which the Premises forms a E
part of, is either (i) potentially injurious to the public health, safety or welfare, the L
environment or the Premises and the property on which the Premises forms a part Q
of (ii) regulated or monitored by any governmental authority; or (iii) a basis for N
potential liability of LANDLORD or CITY under any applicable statute or common J
law theory. Q
(2) "Reportable use" shall mean (i) the installation or use of any x
above- or below-ground storage tank)- (ii) the generation, possession, storage, use, "'
transportation or disposal of a Hazardous Substance that requires a permit from, or
with respect to which a report, notice, registration or business plan is required to be E
filed with any governmental authority and/or (iii) the presence at the Premises and
the property on which the Premises forms a part of a Hazardous Substance with a
respect to which any Applicable Requirements requires that a notice be given to
persons entering or occupying the Premises and the property on which the Premises 3
forms a part of or neighboring properties. 0
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(3) The term "applicable requirements" shall be deemed to refer to 0
all applicable laws, covenants or restrictions of record, building codes, regulations
and ordinances. _
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49. PUBLIC RECORDS DISCLOSURE; CONFIDENTIALITY
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'°Packet Pg.280
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A. All information received by the CITY from the LANDLORD or any c
source concerning this Lease, including the Lease itself, may be treated by the CITY °
as public information subject to disclosure under the provisions of the California m
Public Records Act, Government Code Section 6250 et sea. (the "Public Records Act").
LANDLORD understands that although all materials received by the CITY in
connection with this Lease are intended for the exclusive use of the CITY, they are a
potentially subject to disclosure under the provisions of the Public Records Act. In d
the event a request for disclosure of any part or all of any information which a o
LANDLORD has reasonably requested CITY to hold in confidence is made to the a
CITY, the CITY shall notify the LANDLORD of the request and shall thereafter
disclose the requested information unless the LANDLORD, within five (5) days of z°
receiving notice of the disclosure request, requests nondisclosure, provides CITY a o
legally sound basis for the nondisclosure, and agrees to indemnify, defend, and hold
the CITY harmless in any/all actions brought to require disclosure. LANDLORD °
waives any and all claims for damages, lost profits, or other injuries of any and all
kinds in the event CITY fails to notify LANDLORD of any such disclosure request
and/or releases any information concerning this Lease received from the LANDLORD a,
or any other source. a
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B. Confidentiality. LANDLORD acknowledges that the premises will be
used by CITY for the processing and storage of confidential information protected
from unlawful access and disclosure by federal, state and local laws. CITY and its
officers, agents, volunteers and employees, agree to comply with relevant federal,
state and local laws pertaining to the security and protection of such confidential E
information while on the premises. LANDLORD agrees that it will prevent any a
unlawful access to or disclosure of the confidential information by LANDLORD, its
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officers, agents, volunteers, employees and contractors. LANDLORD agrees that N
all entities with which LANDLORD contracts to provide services on the premises
will prevent any unlawful access or disclosure of the confidential information, and Q
that said entities will agree to the same in writing. LANDLORD acknowledges
that any unlawful access to or disclosure of confidential information may result in x
the imposition of civil and criminal sanctions. U!
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50. CONDITION OF PREMISES: LANDLORD shall deliver the Premises to
CITY clean and free of debris on the Commencement Date and warrants to CITY
that the plumbing, electrical systems, fire sprinkler system, lighting, air a
conditioning and heating systems and loading doors, if any, in the Premises shall be
in good operating condition on the Commencement Date. s
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51. CONDEMNATION: a`
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A. If the Premises or any portion thereof are taken under the power of
eminent domain or sold under the threat of the exercise of said power (all of which
are herein called "condemnation"), this Lease shall terminate as to the part so
taken as of the date the condemning authority takes title or possession, whichever
first occurs. If more than ten percent (10%) of the floor area of the Premises, or
21
Packet Pg.281
more than twenty-five percent (25%) of the portion of the Common Areas or that c
portion of the Premises designated for CITYs parking, is taken by condemnation,
CITY may, at CITY's option, to be exercised in writing within thirty (30) days after m
LANDLORD shall have given CITY written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall have >
taken possession) terminate this Lease as of the date the condemning authority a
takes such possession. If CITY does not terminate this Lease in accordance with a
the foregoing, this Lease shall remain in full force and effect as to the portion of the o
Premises remaining, except that the rent shall be reduced in the same proportion Q
as the rentable floor area of the Premises taken bears to the total rentable floor .c
area of the Premises. No reduction of rent shall occur if the condemnation does not o
apply to any portion of the Premises. CITY shall be entitled to receive the o
following amounts of any award for the taking of all or any part of the Premises
under the power of eminent domain or any payment made under threat of the °
exercise of such power: (a) one hundred percent (100%) of any amount attributable a
to any excess of the market value of the Premises for the remainder of the Lease d
Term over the present value as of the Termination Date of the Rent payable for the a,
remainder of the Lease Term (commonly referred to as the "bonus value" of the a
Lease); and (b) CITY shall have the right to make a separate claim in the
Condemnation proceeding for: (i) The taking of the amortized or undepreciated J
value of any trade fixtures or leasehold improvements owned by CITY that CITY
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has the right to remove at the end of the Lease term and that CITY elects not to
remove; (ii) Reasonable removal and relocation costs for any trade fixtures or =
leasehold improvements that CITY has the right to remove and elects to remove (if E
Condemnor approves of the removal); (iii) Loss of goodwill; (iv) Relocation costs a
under Government Code section 7262, the claim for which CITY may pursue by
separate action independent of this Lease; and (v) Any other amount in addition to N
the foregoing that the CITY is allowed under condemnation law.
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B. CITY shall have the right to negotiate directly with Condemnor for the
recovery of the portion of the Award that CITY is entitled to under subparagraph
(B) of this paragraph. In the event that this Lease is not terminated by reason of "!
such condemnation, LANDLORD shall repair any damage to the Premises caused
by such condemnation authority pursuant to Paragraph 13, MAINTENANCE, and E
Paragraph 19, DESTRUCTION OF PREMISES.
52. MATERIAL MISREPRESENTATION: If during the course of the
administration of this lease, the CITY determines that the LANDLORD has made a s
material misstatement or misrepresentation or that materially inaccurate o
information has been provided to the CITY, and the CITY has relied upon the a`
information, this Lease may be immediately terminated. If this Lease is o
terminated according to this provision, the CITY is entitled to pursue any available
legal remedies.
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53. INTERPRETATIONS: As this Lease was jointly prepared by both parties, c
the language in all parts of this Lease shall be construed, in all cases, according to :5
its fair meaning, and not for or against either party hereto. m
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54. AUTHORIZED SIGNATORS: Both parties to this Lease represent that the z
signators executing this document are fully authorized to enter into this agreement.
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END OF LEASE TERMS.
CITY OF SAN BERNARDINO LANDLORD:
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By: a`
Mark Scott, City Manager (Name) 0
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GARY D. SAENZ, City Attorney
City of San Bernardino
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EXHIBIT "A!' — PREMISES
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FOR CLARITY: the Premises is comprised of approximately square feet of
office space located at , CA. m
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Assessor Parcel Map Number: -0000 a
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EXHIBIT "B" a
JANITORIAL AND MAINTENANCE SERVICES
DAILY SERVICES: m
1. Empty and damp clean all ashtrays.
2. Empty all waste baskets and other waste containers. a>
3. Dust mop all tiled/terrazzo floors.
4. Vacuum traffic lanes of carpeting. .c
5. Dust all desks, chairs, tables, filing cabinets and other office furniture. o
6. Damp clean lobby counters. ¢`
7. Clean and sanitize rest room fixtures, mirrors, chrome pipes, etc.
8. Clean splash marks from walls of rest rooms. Z
9. Refill soap, towel and paper containers. o
10. Clean and sanitize drinking fountains. o
11. Clean hand marks off glass on entrance doors.
12. Damp clean table tops in coffee rooms.
13. Clean kitchen sinks and counters.
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14. Sweep entryways.
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15. Brush down steps of inside stairwells. N
16. Vacuum elevator carpet. All carpeted areas are to be vacuumed using a dual J
motor vacuum with a rotating cylindrical brush, rather than a beater bar.
17. Spot clean all walls and doors including elevator.
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18. Spot clean carpets of small spillage, footprints, etc.
19. Keep janitor closets clean and orderly.
20. Remove paper and debris outside main entrance. d
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WEEKLY SERVICE: ¢
1. Wet mop all tiled/terrazzo floors.
2. Clean all desk tops and tables that are cleared; clean all chairs.
3. Clean hand marks from walls, doors and woodwork. ¢
4. Vacuum all carpeting completely. All carpeted areas are to be vacuumed using
a dual motor vacuum with a rotating cylindrical brush, rather than a beater W
bar.
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TWICE-MONTHLY SERVICE: E
1. Dust high areas, including window coverings. r
2. Vacuum upholstered furniture. d
3. Clean lobby directories and fire extinguisher glass.
4. Machine clean and seal all tiled floors. 3
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EVERY THREE MONTHS: ¢
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1. Vacuum dust and dirt accumulation from air conditioning vents. c
2. Brush down cobwebs inside building.
3. Wash inside windows and partitions. E
4. Replace cartridge in rest room automatic air fresheners.
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Packet Pg.287
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WEEKLY SERVICE:
1. Contract with a mat service to supply and replace interior entry mats with
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cleaned mats. Q
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2. Replace light bulbs and tubes inside building when needed.
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EXHIBIT "C"
LIST OF FORMER CITY OFFICIALS
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INSTRUCTIONS: List the full name of the former CITY Official, the
title/description of the Official's last position with the CITY, the date the Official
terminated CITY employment, the Official's current employment and/or
representative capacity with the LANDLORD, the date the Official entered
LANDLORD's employment and/or representation. o
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OFFICIAL'S NAME: REQUIRED INFORMATION z°
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EXHIBIT "D" - ESTOPPEL CERTIFICATE
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The undersigned ("CITY") hereby certifies as follows:
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1. CITY is in possession of
California (the "Premises"). CITY leases the Premises under a written Lease
agreement dated , 20 , Lease Agreement No. (the "Lease"), L
wherein CITY is the lessee or tenant, and , ("Owner") is the
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lessor or landlord. y
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2. The Lease is in full force and effect and has not been amended, J
supplemented or changed, except as follows:
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3. The term of the Lease commenced on 20 , and is
scheduled to expire 20_. CITY has no right or option to renew or d
extend the term of the Lease except as to the following* -year
options. a
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4. CITY's current monthly rental is $ , payable on the last day
of each month. a
5. CITY currently has no security deposit with Owner. w
6. CITY is not in default under the terms of the Lease and no condition d
exists which, with the passage of time or the giving of notice, or both, would E
constitute such a default. To the best of CITY's knowledge, Owner is not in default
under the terms of the Lease, and no condition exists which, with the passage of a
time or the giving notice, or both, would constitute such a default. w
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7. CITY hereby certifies that the foregoing is true and correct. °
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By: E
City Manager
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EXHIBIT "E"
RECORDED AT REQUEST OF °
AND TO BE RETURNED TO: m
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SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT °
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THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT
AGREEMENT ("Agreement") is entered into by and between the City of San
Bernardino ("Tenant"), o
("Landlord")
and, ("Lender").
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(Name and type of entity)
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Recitals
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A. Tenant entered into a certain Lease Agreement, dated as of N
20_ (the "Lease"), between Tenant, as lessee, and Landlord, as
lessor, pertaining to that certain premises commonly known as Q
California (zip code), as more =
particularly described in the Lease ("Premises"), located on that certain real x
property located in the County of San Bernardino, State of California, as more w
particularly described in Exhibit "A", attached hereto and incorporated herein (the
"Property"). Landlord may also be referred to as "Borrower". E
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B. Borrower made, executed and delivered, or is about to make, execute a
and deliver to Lender a certain promissory note, dated substantially
contemporaneously herewith ("the Note"), in the original principal sum of 3
$ The obligations evidenced by the Note shall be referred to as o
the "Loan". The Note is executed pursuant to the terms of a certain Construction Q
Loan Agreement, dated substantially contemporaneously herewith (the "Loan o
Agreement"), between Lender and Landlord.
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C. Borrower has executed and delivered, or is about to execute and deliver
to Lender, a certain Deed of Trust and Assignment of Rents, dated substantially c
contemporaneously herewith (the "Deed of Trust"), encumbering the Property to °
secure the Loan. m
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D. It is a condition precedent to the Loan that the Deed of Trust shall >
unconditionally be and remain at all times a lien or charge upon the Property, prior
and superior to the Lease.
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E. It is a condition precedent to the Loan that Tenant will specifically and Q
unconditionally subordinate and subject the Lease, together with all rights and
privileges of Tenant thereunder, to the lien or charge of the Deed of Trust. 0
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F. It is to the mutual benefit of the parties hereto that Lender and
Borrower enter into the Loan. °
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Covenants
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In consideration of the recitals set forth above and the covenants and a
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agreements contained herein, the parties agree as follows:
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1. Subordination: Tenant hereby subordinates all of Tenant's right, title, 00
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interest and leasehold estate in and to the Premises to the lien, operation, and effect
of the Deed of Trust. _
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2. Nondisturbance Tenant's peaceful and quiet possession of the a
Premises shall not be disturbed and Tenant's rights and privileges under the Lease, Q
including but not limited to the provisions of the Lease set forth under the headings N
"TERM," "EXPANSION OF RENTAL SPACE," "OPTION TO EXTEND TERM," J
"INDEMNIFICATION,: "INSURANCE REQUIREMENTS AND a
SPECIFICATIONS," "DESTRUCTION OF PREMISES," "CITY'S RIGHT TO
TERMINATE LEASE," and "CONDEMNATION," shall not be diminished by
Lender's foreclosure, acceptance of a deed in lieu of foreclosure, or any other U'
exercise of Lender's rights or remedies under the Deed of Trust, the Note, the Loan
Agreement, any other loan document, or the laws governing secured loans. All of E
the provisions of the Lease shall prevail over any conflicting provisions in the Deed
of Trust, the Note, the Loan Agreement, any other loan document, or the laws a
governing secured loans. Tenant shall not be named or joined in any foreclosure,
trustee's sale, or other proceeding or action to enforce the Deed of Trust, the Note, 3
the Loan Agreement, any other loan document, unless such joinder shall be legally o
required to perfect such foreclosure, trustee's sale, or other proceeding or action. Q
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3. Attornment: If the Deed of Trust is foreclosed for any reason, or
Landlord deeds the Property to Lender in lieu of foreclosure, the Lease shall not be 0
extinguished and Tenant shall be bound to Lender under all the terms, covenants,
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Packet Pg.
93
s.s.c
and conditions of the Lease for the balance of the term of the Lease with the same
force and effect as if Lender was the lessor under the Lease. Tenant shall attorn to c
Lender as Tenant's Lessor, and agrees to recognize Lender as the new owner and °
promises to pay the rent to Lender as Landlord. This attornment shall be effective CO
and self-operative, without the execution of any other instruments on the part of any
of the parties to this Agreement, immediately upon Lender succeeding to the interest >
of Landlord under the Lease. d
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4. Disbursements: Lender is under no obligation or duty to monitor the o
application of the proceeds of the Loan. Any application of such proceeds for a
purposes other than those provided for in the Loan Agreement or any of the other
Loan Documents shall not defeat the effect of this Agreement in whole or in part. z°
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5. Acknowledgment of Assignment: Tenant acknowledges and consents to
the assignment of Landlord's rights under the Lease to Lender pursuant to a certain °
Assignment of Leases (the "Assignment"). Tenant shall pay rent to Lender upon
receipt of written notice from Lender that Lender has revoked the waiver of
Landlord's right to receive the rents from the Premises pursuant to the Assignment, a,
notwithstanding the fact that Lender has not foreclosed the Deed of Trust, nor
succeeded to the interest of Landlord under the Lease. Tenant shall not be liable to
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6. Assignment or Sublease: Tenant may assign or sublease all or any
portion of the Property in accordance with the Lease, but no such assignment,
transfer, or subletting shall relieve Tenant of any of its obligations under the Lease. E
Tenant hereby covenants that the Lease has not been modified or altered except at
stated in the recitals. Tenant shall not voluntarily subordinate or subject the Lease a
or any interest therein to any lien or encumbrance without the prior written consent N
of Lender, unless said lien or encumbrance shall relate to personal property that can
be removed without damage to the Premises, or unless such subordination is required a
by the Lease.
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7. Notices: Tenant shall deliver to Lender a copy of all notices, requests, U'
or demands delivered by Tenant to Landlord in accordance with this Paragraph.
Tenant shall also deliver to Lender any and all notices, demands, or requests E
received by Tenant from Landlord relating to any of the aforesaid. Lender shall
deliver to Tenant all notices, requests or demands in accordance with this Paragraph. a
All notices required hereunder or pertaining hereto shall be in writing and shall be
deemed delivered and effective upon the earlier of(i) actual receipt; or (ii) the date of 3
delivery or refusal of the addressee to accept delivery if such notice is sent by express o
courier service or United States mail, postage prepaid, certified or registered, return a`c
receipt requested; in each case, to the applicable address as follows:
to Tenant: CITY of San Bernardino
[address]
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Notwithstanding the foregoing, any notice under or pertaining to this Agreement,
given and effective in accordance with applicable law, shall be effective for purposes z0
hereof. Any party may change the address at which it is to receive notices hereunder c
to another business address within the United States (but not a post office box or
similar mail receptacle) by giving notice of such change of address in accordance °
herewith.
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8. Landlord's Default: Tenant hereby agrees that Tenant will notify a,
Lender in writing, in accordance with Paragraph 7, Notices, above, of any default by a
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acquiesce to the cancellation or termination of the Lease without giving Lender a
reasonable period (not less than 30 days) after delivery of such notice to cure the
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default; Lender's rights and remedies under the Loan Agreement or any of the Loan
Documents (as defined in the Loan Agreement) shall not be prejudiced by its exercise =
or failure to exercise the right to cure described above. Except for Landlord's defaults E
under Paragraph 3, TERM, of the Lease, relating to Landlord's failure to meet the a
Critical Completion Dates as set forth in Exhibit "A", Page 4, Schedule of a
Completion, Lender elects within such thirty (30) day period to foreclose on the Deed N
of Trust, such time period shall be extended so that Lender shall have a reasonable J
period within which to foreclose the Deed of Trust and shall have an additional thirty ac
(30) days from the time Lender becomes owner of the Property through foreclosure
within which to cure such default. If any default by Landlord is cured within the x
time periods described above, Tenant shall have no right to terminate the Lease by U!
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their respective heirs, personal representatives, successors, and assigns. a
10. Law: This Agreement shall be construed and interpreted in accordance
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declare any party's rights hereunder, each party, regardless of which party is the
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prevailing party, must bear its own costs and attorneys' fees. This paragraph shall
not apply to those costs and attorneys' fees directly arising from any third party legal c
action against a party hereto and payable under Lease Paragraph 17, �'
"INDEMNIFICATION", Paragraph 48, HAZARDOUS SUBSTANCES; and m
Paragraph 49, PUBLIC RECORDS DISCLOSURE; CONFIDENTIALITY.
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13. Venue: The parties acknowledge and agree that this Agreement was ¢
entered into and intended to be performed in San Bernardino County, California.
The parties agree that the venue for any action or claim brought by any party to 3:
this Agreement will be the Superior Court of California, County of San Bernardino.
Each party hereby waives any law, statute (including but not limited to Code of
Civil Procedure section 394), or rule of court that would allow them to request or z°
demand a change of venue. If any third party brings an action or claim concerning Q
this Agreement, the parties hereto agree to use their best efforts to obtain a change of
venue to the Superior Court of California, County of San Bernardino. 2
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day and year written below.
Tenant: Lender:
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