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HomeMy WebLinkAboutSEQUOIA FOUNDATIONINSURANCE NOT ON FILE N-2020-004 WORK MAYNQT PROCEED CLERK OF COUNCIL DATE: LEASE AGREEMENT THIS LEASE (the "Lease") is made as of January 1, 2020, by and between The City -of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City" or "Landlord"), and the Sequoia Foundation, , a California domestic nonprofit corporation ("Teoant`�. 1. EXHIBITS: The following exlibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions 2, PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Sulte 103, consisting of approximately 372 square feet of interior office space (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall be for a period of four (4) months, .which shall commence on January 1, 2020 (the "Commencement Date"), unless sooner terminated or extended as provided herein. 4, ADDITIONAL LEASE CONDITIONS: Tenant aclaiowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terns identified herein. 5, EXTENSION PERIODS: The Term may be extended for up to a period of two (2) months on the same terms and conditions as set forth in this Lease. Any extension shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any Extension Period then in effect. If no, extension is mutually agreed to by the parties, and Tenant continues to occupy the Premises after the expiration of the Term, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this lease. The lease is subject to a Consumer Price Index (CPI) increase for any extension period. C RENT: Beginning on January 1, 2020, tenant shall pay to Landlord, as rent ("Rent"), throughout the Term, the monthly sum of Seven Hundred and Forty Four Dollars ($744.00) in advance, on the 1st day of each calendar month and continuing through the life of the Term. Any partial month shall be prorated at $24 per day. All payments of Rent and other stuns due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702, A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10T" ofthe month, 7. HOLDOVER: Tenant has no tight to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. Nothing contained herein shall be construed as consent by Landlord to anyholding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terns of this Lease, temuinable by either party upon thirty (30) days prior written notice to the other. 8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full tight and lawful authority to snake this Lease. Notwithstanding anything contained herein to the contrary, if there are any liars, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters whieb in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OP TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Tenant agrees at Tenant's expense to maintain the premises in good repair. Subject to Landlord approval, Tenant shall make and pay for any renovations, alterations, minor repairs (tight bulbs, etc.) and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the. Premises. All improvements, additions and alterations, shall be in accordance with applicable laws and at Tenant's own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions and alterations completed by Tenant. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of "temporary signs" in accordance with a signage plan that is pre -approved by the Landlord. Landlord shalt not install or maintain or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Tenn or any Extension Period of this Lease. 1.2. MAINTENANCE: Landlord shall provide at its own cost and :expense janitorial services for the Premises, $snitorial supplies and services shall be:provided on a five -day -per - week basis: 13. COMPLIANCE WITH LAWS: Tenant shall make, and pay for nonstructural improvements and alterations to comply with ali npplicablelaws, rules, regulations and ordinances of any and all applicable govenunental entities (the "aovernmental.Laws") applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of bu'sinets. 14. UTILITIES: Landlord agrees to pay forall utilities furnished io;the Premises and which are consumed by Tenant, during the Tenn and any Extension Period, including charges or assessments for water, sower, gas heat, clechicity, garbage disposal slid trash disposal. 15.'ESTOPPEL CERTIFICATES: Landlord and Tenant shall; from time to time upon thirty (all) days'request by the other (but not to exceed mo, re than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is.umnodified and in fall, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the.dates to which the Rent have been paid, and that no default exists in the, observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective. premises described herein. 16, INDEMNITY: Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all liability, loss, damage, expense, and costs (including attorney's fees) due to bodily injury, including death, to any person, or loss or damage (including loss of use) to any property, caused by the negligence or willful misconduct of Tenant, its employees, representatives, or agents in connection with this Lease. l7. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain insurance as described below: a. Commercial General Liability Insurance: Commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,ODO,000 per occurrence and $5,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs: maintained by the City; and (c) contain standard separation ofinsurods:provisions, b, Business automobile liability insurance, or equivalet.it form, with a combined single limit of not less than $5,Op0,4WO per occurrence. Such insurance shall include coverage for owned,hired and non -owned automobiles, C. Worker's Compensation Insurance, In Accordance with the provisions of Section MOO of the Labor Code, Tenant, if Tenant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant.agrees to obtain and maintain any employer's liability insurance with limits not less than S 1,000,000 per accident. d. Property Insurance. Tenant shall maints"rn.not less than $1,000,000 Aire Legal liability on all real property being leased, including improvements and betterments owned by the Landlord,, and shall name the Landlord as a loss payee. Tenant shall also provide fire insurance on all personal .property contained within or on the leased premises. The policy must he written on an "till risks" basis,excluding earthquake and flood, The Tenant shall name the Landlord as additional insured, e. Interruption of Business insurance. Tenant shall, at its sole cost and expense, maintain business interruption insurance by which the minimum monthlyrent will be paid to Landlord for a period of up to (1) year if the premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. f. The following requirements apply to the insurance to be provided by Tenant pursuant to this section: i. If the Tenant maintains broader coverage and/or .higher limits than Coe minimums shown above, the Landlord shall be entitled to the broader coverage and/or higher limits maintained by the Tenant..Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord. 4 ii. Tenant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. iii. Certificates of Insurance shall be fiaoished'to the Landlord upon execution ofthis Agreement. iv. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the .City, except for 10 days' notice for tion-payment of premium. v. If Tenant fails or refuses to produce of maintain the insurance required by this section or fails or refuses to furnish the Landlord with required proof that insurance has been procured and is in force ad paid for, the Landlord shall have the right, at the Landlord's election, to:forthwlth terminate this Agreement as provided herein. IS. DAMAGE ;BY CASUALTY (a) In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. (b) If the Premises, through no fault of Tenant, its. agents, employees, invitees, or visitors, ,shall be partially destroyed by fire or other casualty so as to render the Premises untenantable.as reasonably dctemiineil by Landlord, Rent shall abate in proportion to the percentage of square footage ofthe Premises rendered unusable until such time as the Premises are made tenantableasreasonably.deternilned by Landlord The entire Premises shall be made tenantable by Landlord's diligent repair within sixty(60) days following tite fire or casualty incident, (o) Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same (except that Landlord will have no obligation to repair or replace any alteration, additicn, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard improvements). A In the event of (1) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot; in Landlord's reasonable opinion, be repaired within sixty (60) days of the occurrence of such damage, or (iii) damage or destruction as a result of any casualty for which insurance Proceeds are not available to pay 100%'of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty (60) day period within fourteen (14) days after the termination of the lease. 19. EMINENT DOMAIN: (a) If (i) all or part of the Promises, the builft, located thereon, or (ii) so mach of any rights in the promises or the building located themn shall be taken or appropriated under any right of eminent domain or wider any other legal right whereby the taking authority is obligated to compensate Landlord therefcr so that there dcies not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this !.ease without .owing any liability to Landlord as of the date on which the condemning authority takes -physical possession upon.giving to Landlord written notice of such election.: Landlord agrees immediately within ten (10) days after any i3otioe'of intended or actual taking or appropriation to give Tenant written notice thereof; providing to Tenant frill details .of such taking or appropriation, including; without limitation copies of all condemnation plans or surveys submitted by the condetiining authority, a statement ofthe name project .to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEbGES THAT LANDLORD'S EXERCISE OFUS RIGHT TO TER1ytINATE THIS LEASE UNDER ANY THIS PARAGRAPHS ULL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS b`OR RELOCATION 1319NETlTS OR ANY OTHER CLAIMS RELATED TO CONDEMNATIOIN'OR INVERSE CONDEMNATION. (b) If this Lease shall tie terminated and canceled as a result a£ any taking or appropriation, Tenant shall be released from any further liability and Rent acid other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenaut reserves unto itself the right to prosecute Tenant's claim for, an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on'the. Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including; but not limited to, goodwill, patronage, and the removal, relocation, and roplacemernt costs and expenses caused by such appropriation or taking, and Tenant may file such claims'as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affecleelr in any mannef'by thisease 20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's lions, or other liens, for labor performed or materials fitmished with respect to the Premises by or for Tenant. 21. PARKING AREA: (a) All those portions of the SARTC which are not presently occupied by buildings and which are designated parking spaces within the parking structure shall be available for use by Tenant and Tenant's agents, employees, customers and invites for parking and access to the public streets and Highways (the ",Parking Area"), Tenant further acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which began construction in 2019. Such construction may affect the number of parking spaces available at any one time, though it is hot possible to determine the precise effect at the time of this Lease. Active portions of Surface Parking Lots I and 2 are not available. 22. TENANTS DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 22, of such default to Tenant, ruid the failure of Tenant to .cure such default within seven (7) days after the date of receipt ofsuch notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of -this Lease, and .if Landlord shall give to Tenant written notice; pursuant to Section 22, of such de*74% and if Tenant shall foil to cure such defaultwithin thirty (30) days after receipt,of such notice, Landlord at its sole option, shall cause, the tennination oftliis Lease immediately. 23. IIAZAI, OUS SUBSTANCES; (d) As used lu reuy the term "EIazai&us substances" shall mean,' urithout'limitation, any substance that labiologicallyor chemically active brainy hazardous, toxic, .or dangerous waste, substance (including, but not limited to, lead -based paint, asbestos or petrolcurn derivative substances), or material defined as such in (or for purposes no (i) any state, federal or local environmental laws, interpretive lettersi regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource,Conservatign and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or " Cicahup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct.concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises. by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties. contained .in. this Section. 24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, to the following persons. TO TENANT: Sequloa $opnrlation Attn: Kristen L. Nelson 2166.1) Avenida de Ia Playa La Jolla, CA 92037 TO CITY: Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92701 Attention:. Executive Director Vap Clerk of Council City of Santa Ana 20 CivicCenter.Plaza (bf29) ' Santa Ana, California k761 A party may change its address by giving notice in writing to the.other party at least 15 days prior to the .effective change. Thereafter, any corrumm cation shall be.addtessed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail,, dulyregistered or certified, with postage prepaid, and addressed as set forth above. For purposes.of calculating these: time frames, week'end$, federal, state, County or City holidays shall be excluded. 25. USE: Pot the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No otherwise of the Promises shall be permitted without written :consent of Landlord. 26. OENERALPROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of a portion of Suite 193 contained. herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or amon g'the parties with respect to the matters contained herein. (b) Landlord agrees to turn over the Premises is clean, good condition and in working order. The Parties agree to conduct a walkthrough prior to the start of this Lease wherein Landlord shall demonstrate that all building systems which include but are not limited to: electrical, lighting, KVAC, lockable doors and windows, etc, are in good working order. Additionally, Landlord agreesto perform wall patching and painting as identified by Tenant during the walkthrough prior to turnover to Tenant. (c) This Lease shall be Binding upon, and inure to the -benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (d) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each :and every waiver of anycovenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any instance shall be construed as a continuing waiver applicable in any other instance, (e) If any legal action.or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in vonnection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover reasonable and necessary attorneys' fees, court costs and all reasonable and necessary expenses even if not taxable as court costs (including, without limitation, all such fees, casts :and expenses a incident to appeals), incurred in that action or proceeding, in addition to any other relleEEo which such party or, patties may be entitled. (f) This Lease shall be governed by the internal laws of the State' of California without regard to and excluding its principles of conflicts of laws. (g) The parties further agree that upon request, they shall :do such further ads and deeds, and shall execute, acknowledge, deliverand record such other documents and instruments,, as maybe reasonably necessary from time to time to evidence, canfum or carry out the intent and purposes of this Lease. (b) Unless the context in which used clearly requires anotber coirstruedon, throughout this Lease, the masculine gender shall'be deemed to include the neutei bf feminine or both, the neuter gender shall include the masculine or both; and the singular of terms shalt include the plural and vice versa. The section headings are for convenience only:and shall not affect the construction hereof. (i) if any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceabloprovision had never been contained.herei t. The parties intend that if eny'provision hereof is capable of two constructions, one of which would tender the provision void and the other of which would render the provision valid,.then the provision shall -.have the meaning which renders it valid. (�) Time is of the essence in the performance of each party's respective obligations. (k) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the some instrument, and it shall not be necessary that any single counterpart bear the signatures of aJl parties, (1) Unless expressly stated to be exclusive, norernedy conferred herein shall be deemed to be exclusive. of any other remedy conferred herein or any other remedy now or hereafter available of law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, :and may be enforced concurrently or successively, (m) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (n) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, ifthe last day to perform any act or give notice falls on it Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (o) Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terns of this Lease, tenninable by either party upon thirty (30) days prior written notice to the other. (p) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or ofjoint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 27. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terns. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the terns and conditions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTE�ST: CITY OF SANTA ANA DAISY GOMEZ Krigtifie Ridge Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: w John 41 Funk Assistant City Attorney RECOMMENDED FOR APPROVAL 1e tw Nabil Saba Acting Executive Director Public Works Agency SEQUOIA FOUNDATION By: s en—L.-Nelson Title: C�tL-h-ol 10 EXHIBIT A EXHIBIT B ADDITIONAL LEASE CONDIMONS • 'SARTC business hours are seven days a week from 5AM to miduight.and there is on-site.security 24/7. If tenant needs to access tenent space dur ag non -business hours they will need to contact the security ward on duty at 657-421-2263 or 697=236-9266. • Tenant must provide SARTC Property Management Office with a' point iof contact for regular business hours and after hours,