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HomeMy WebLinkAboutSANTA ANA HISTORICAL PRESERVATION SOCIETY (3)aeL: 4110/95 LEASE PURCHASE AGREEMENT THIS AGREEMENT, made and entered into this J " aay of.YXlk,/17•N�� 1996, by and between the CITY OF SANTA ANA, a municipal corporation of the State of California ("LESSOR") and the SANTA ANA HISTORICAL PRESERVATION SOCIETY ("LESSEE") 1. Premises and Term LESSOR hereby does lease and demise to LESSEE, and LESSEE does hereby hire and take from LESSOR upon the terms and conditions hereinafter set forth, those certain premises known as: 615 North Sycamore Street, Santa Ana, County of Orange, State of California, hereinafter referred to as "demised premises." The term of this lease shall be twenty-five (25) years commencing on March 15, 1996. 2. Purchase Rights of LESSEE (a) It is understood by the parties hereto that the demised premises consists of (1) land owned by the County of Orange (the "County") and leased to LESSOR (the "Land") and (2) the historical building known as the "Howe -Waffle House" owned by LESSOR. It is further understood and agreed that LESSOR has contracted with the County to purchase the Land from the County for a purchase price consisting of an initial payment of Twenty -thousand Dollars ($20,000) (the "Down -payment") and a promissory note in the principal amount of $120,000, payable in installments over a twenty-five year period (the "Note"). (b) This Agreement is conditional upon the payment by LESSEE on behalf of LESSOR of the Down -payment at the time of conveyance of the Land by the County to LESSOR. (c) In consideration of LESSEE's payment of the the Down - payment, and upon condition that all rental payments due to LESSOR from LESSEE during the term of this Agreement have been paid, then upon the expiration of the term of this Agreement, LESSOR shall convey the demised premises (including both Land and improvements) to LESSEE at no additional cost. (d) Further in consideration of LESSEE's payment of the the Down -payment, and upon condition that all rental payments due to LESSOR from LESSEE have been paid, LESSEE shall have the option to purchase the demised premises (including both Land and improve- ments) at a price equal to that amount then outstanding on the Note. The option described above may be exercised by LESSEE by 1 delivering to LESSOR the purchase price and confirmation in writing of action on the option. LESSOR also grants to LESSEE a right of first refusal to purchase the demised premises should LESSOR decide to sell the demised premises during the lease term and the right to approve any buyer of the demised premises. The purchase price for the demised premises should LESSEE decide to exercise the right so granted shall be that amount then outstanding on the Note. LESSOR shall promptly provide LESSEE with written notice of LESSOR'S desire to sell the demised premises. Such right of first refusal may be exercised by LESSEE by delivering to LESSOR confirmation in writing of action on the right. (e) The parties shall execute and record a memorandum of this Lease Purchase Agreement in the form of Exhibit A hereto. 3. Rent (a) LESSEE agrees to pay LESSOR, as rent for the demised premises, the sum of Eight Hundred Eighty-seven Dollars ($887.00) per month triple net, due and payable in advance, upon the commencement date and the day of each month thereafter said payment to be made to LESSOR at such place as LESSOR may from time to time specify by written notice to LESSOR. (b) Except as otherwise provided herein, this LEASE is what is commonly referred to as a "net lease", it being understood that LESSOR shall receive the rent set forth hereinabove free and clear of any and all impositions, taxes, real estate taxes, liens, charges or expenses of any nature whatsoever in connection with its Lease or the operation of the Premises. In addition to the rent reserved hereinabove, LESSEE shall pay to the parties respectively entitled thereto all impositions, insurance premiums, operating charges, maintenance charges, construction costs, and any other charges, costs and expenses which arise or may be contemplated under any provisions of this LEASE during the term hereof. Upon the failure of LESSEE to pay any of such costs, charges or expenses, LESSOR shall have the same rights and remedies as otherwise provided in the LEASE for the failure of LESSEE to pay rent. 4. Insurance (a) Property Insurance LESSOR shall maintain on the Premises throughout the term of this lease a policy or policies of all-risk property insurance, which policies shall be procured by LESSOR and shall cover at least the replacement value of the premises, except as to earthquake and flood coverage. LESSEE shall be solely responsible for maintaining insurance covering its personal property. LESSEE shall not be charged for insurance costs incurred by LESSOR. 2 (b) Liability Insurance LESSEE at its sole cost and expense shall maintain during the term of this Lease bodily injury and property damage insurance with a single combined liability limit of one million dollars ($1,000,- 000.00) dollars, insuring against all liability of LESSEE and its authorized representatives arising out of or in connection with LESSEE's use or occupancy of the demised premises. Such insurance shall insure performance by LESSEE of the indemnity provisions in Section 21 of this Agreement, but the limits of such insurance shall not, however, limit the liability of LESSEE thereunder. The City of Santa Ana, and its officers, agents and employees shall be named as an additional insureds. LESSEE shall (a) furnish properly executed certificates of insurance to LESSOR prior to the Commence- ment Date, which certificates shall clearly evidence all coverages required above and provide that such insurance shall not be materially changed or terminated except on 30 days' prior written notice to the LESSOR; and (b) maintain such insurance throughout the term of the lease of the Premises to LESSEE; and (c) replace such certificates for policies expiring prior to the expiration or other termination of such lease. If LESSEE shall fail to procure and maintain such insurance, the LESSOR may but shall not be required to procure and maintain same at the expense of LESSEE. (c) Waiver of Subrogation. LESSEE and LESSOR each waive any and all rights of recovery against the other or against the officers, employees, agents, and representatives of the other for loss of or damage to such waiving party or its property or the property of others under its control, where such loss or damage is insured against under any insurance policy in force at the time of such loss or damage. Each party shall cause each insurance policy obtained by it hereunder to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any such policy. 5. Damage or Destruction (a) If during the term of this Lease the demised premises is partially damaged, but the demised premises remain historically valuable, and such damage was caused by a casualty covered to the extent of one hundred percent (100%) of full replacement value under the insurance policy required to be maintained pursuant to Section 4 of this Lease, LESSOR shall restore the demised premises into substantially the same condition as they were in immediately before such damage or destruction, if the restoration can be completed within one hundred eighty (180) calendar days after the restoration begins, and in such event such destruction or damage shall not terminate this Lease. 3 (b) If the restoration cannot be made in said 180-day period, or if the damage or destruction is caused by earthquake or flood and LESSOR does not have insurance coverage to the extent of one hundred percent (100%) of full replacement value, or if the damage is such that the demised premises is no longer historically valuable, LESSOR and LESSEE shall meet and confer to determine if they can agree upon mutually acceptable terms and conditions for the continuation of this Lease. If no such agreement is achieved within sixty (60) days after such damage or destruction, then either party may terminate this Lease within one -hundred (180) days after such damage or destruction by giving written notice of termination to the other party and the Lease will be deemed canceled as of the date of such damage or destruction. If neither party so elects to terminate this Lease, this Lease shall remain in effect and LESSOR shall proceed to restore the demised premises within a reasonable time. (c) If LESSOR is required or elects to restore the demised premises as provided in this section, LESSOR shall not be required to restore LESSEE's improvements, trade fixtures, equipment or alterations made by LESSEE, such excluded items being the sole responsibility of LESSEE to restore hereunder. 6. Assignment and Sublease LESSEE shall not let or sublet the whole or any part of the demised premises, nor sell or assign this Lease, either voluntarily or by operation of Law, nor allow said demised premises to be occupied by anyone contrary to the terms hereof, without the written consent of LESSOR, which consent shall not be unreasonably withheld. Any such subtenants shall be compatible with and complimentary to the cultural and civic uses of the demised premises. Single occassion fund-raising events, if compatible with and complimentary to the cultural and civic uses of the demised premises, shall not require the consent of LESSOR. Use LESSEE shall use the demised premises for historical preserva- tion and educational purposes. No other use shall be made of the demised premises without the consent of the LESSOR, which consent shall not be unreasonably withheld. The demised premises shall not be used by LESSEE, nor anyone else, during the term hereof or any extension hereof for any illegal or immoral purpose. Possession of said premises by LESSEE or its successors or assigns shall not be construed as conveying any title or ownership thereof. 8. Governing Law This Agreement shall be governed by and construed in accor- dance with the laws of the State of California, and all applicable Federal Statutes and regulations as amended. 9. Waivers A waiver by the LESSOR of any covenant or condition herein contained shall not constitute a waiver of the same or any other covenant or conditions contained herein and the terms and condi- tions contained herein shall apply to and bind the heirs, succes- sors and assigns of the respective parties hereto. 10. Hold -over Tenancy Should LESSEE occupy said demised premises after the expira- tion date of the Lease, with the consent of LESSOR, express or implied, such possession shall be construed to be a tenancy from month to month and at a rental in the amount of one -twelfth ( 1/12) of the last yearly rental plus all other charges payable hereunder, and upon the terms hereof applicable to month -to -month tenancy. 11. Parking LESSEE understands that in its conveyance of the demised premises to LESSOR, the County of Orange reserved the exclusive right to weekday use of ten parking spaces located on the southern part of the demised premises for a period of up to eighteen months from the date of such conveyance. LESSEE agrees to accept the demised premises subject to such parking space use by the County of Orange. 12. Notices Any notice served by one party to this Agreement on the other party to this Agreement may be effected by personal delivery in writing or by deposit in the U.S.Mail, postage prepaid. Mailed notice shall be addressed as set forth below, but each party may change such party's address by written notice in accordance with this section. To LESSOR: CITY OF SANTA ANA 20 Civic Center Plaza - M25 P.O. Box 1988 Santa Ana, CA. 92702 To LESSEE; SANTA ANA HISTORICAL PRESERVATION SOCIETY 120 West Civic Center Drive Santa Ana, CA. 92701 Notice shall be effective upon personal delivery or, if mailed, within three days following deposit within the mail system with 5 postage prepaid. 13. Default by LESSEE In the event of any material default or breach of this LEASE by LESSEE, LESSOR may at any time thereafter, with or without notice or demand and without limiting LESSOR in the exercise of any right or remedy which LESSOR may have by reason of such default: (a) Terminate LESSEE's right to possession of the Premises by any lawful means, in which case this LEASE and the term hereof shall terminate and LESSEE shall immediately surrender possession of the premises to LESSOR. In such event, LESSOR shall be entitled to recover from LESSEE all damages incurred by LESSOR by reason of LESSEE's default including, but not limited to, the cost of recovering possession of the premises, reasonable attorney's fees, and the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that LESSEE proves could be reasonably avoided. (b) Maintain LESSEE's right to possession in which case this LEASE shall continue in effect whether or not LESSEE shall have vacated or abandoned the premises. In such event LESSOR shall be entitled to enforce all of LESSOR's rights and remedies under this LEASE, including the right to recover the rent as it becomes due hereunder. (c) Pursue any other remedy now or hereafter available to LESSOR under the laws or judicial decisions of the state wherein the premises are located. (d) LESSEEEIs maximum liability to LESSOR under this Agreement shall not exceed the sum of six (6) months rent. 14. Default by LESSOR LESSOR shall not be in default unless LESSOR fails to perform obligations required of LESSOR within a reasonable time, but in no event later than thirty (30) days after written notice by LESSEE to LESSOR, specifying wherein LESSOR has failed to perform such obligations; provided, however, that if the nature of LESSOR's obligation is such that more than thirty (30) days are required for performance then LESSOR shall not be in default if LESSOR commences performance within such 30 day period and thereafter diligently pursues the same to completion. n 15. Utilities LESSEE shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to the premises. 16. Taxes LESSEE recognizes and understands that, unless LESSEE is exempt from the payment of property tax, this Agreement may create a possessory interest subject to property taxation. LESSEE hereby agrees to pay any property taxes levied on such interest before said taxes become delinquent. LESSEE further recognizes and understands that the sublease of any portion of the Premises may create a possessory interest subject to property taxation, and that, unless LESSEE takes adequate precautions to assure that sublessees are responsible for the payment of property taxes levied on such interests, LESSEE may be liable for, or may subject LESSOR to liability for, the payment of property taxes levied on such interests. LESSEE therefore agrees to indemnify LESSOR for any property tax liability imposed on LESSOR by reason of any possesso- ry interest in the Premises arising out of this lease or any sublease created by LESSEE. 17. Maintenance and repairs LESSEE shall, during the term of this LEASE, keep in good order, condition and repair, the premises and every part thereof, structural or non-structural, and all adjacent sidewalks, landscap- ing, fences and signs located in the areas which are adjacent to and included with the premises. Except as otherwise provided herein, LESSOR shall incur no expense nor have any obligation of any kind whatsoever in connection with maintenance of the premises, and LESSEE expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford LESSEE the right to make repairs at LESSOR's .expense or to terminate this LEASE because of LESSOR's failure to keep the premises in good order, condition and repair. 18. Alterations LESSEE shall not, without LESSOR's prior written consent, make any alterations, improvements, or additions, in, on or about the premises, except for non structural alterations not exceeding $1,000.00 in cost. Before commencing any work relating to alterations, additions and improvements affecting the premises, LESSEE shall notify LESSOR in writing of the expected date of commencement thereof. LESSOR shall then have the right at any time and from time to time to post and maintain on the premises such notices as it reasonably deems necessary to protect the premises and themselves from mechanics' 7 liens, materialmen's liens or any other liens. In any event, LESSEE shall pay when due, all claims for labor or materials furnished to or for it at or for use in the premises. LESSEE shall not permit any mechanics' or materialmen's liens to be levied against the premises for any labor or material furnished to LESSEE or claimed to have been furnished to LESSEE or to it's agents or contractors in connection with work of any character performed or claimed to have been performed on the premises by or at the direction of LESSEE. LESSOR may at his sole option require LESSEE, at LESSEE'S sole cost and expense, to obtain and provide to LESSOR a lien and completion bond in an amount equal to one times the estimated cost of such improvements, to insure LESSOR against liability for mechanics' and materialmen's liens and to insure completion of the work. 19. Condition of Premises LESSEE hereby accepts the premises in their condition existing as of the date of the possession hereunder, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the premises, and accepts this LEASE subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. 20. Representatives The Executive Director of LESSOR's Community Development Agency may act on behalf of the LESSOR in the exercise of any right or obligation provided to or imposed on LESSOR under this Agree- ment. Any officer of LESSEE may act on behalf of LESSEE in the exercise of any right or obligation provided to or imposed on LESSEE under this Agreement. 21. Indemnification This Lease is made on the express condition that, except for LESSOR's negligence or willful misconduct, LESSOR is to be free from all liability or loss by reason of death or bodily injury to person or injury to property from whatever cause while or on the leased premises, or in any way connected with the leased premises or with the improvements or personal property therein or thereon, including any liability for death or bodily injury to the person or injury to the property of LESSEE, his agents, officers, and employees. LESSEE hereby covenants and agrees to, and shall indemnify LESSOR and save it harmless from any and all liability, loss, costs, or obligations on account of, or arising out of, any such injury or losses however occurring, except as provided in paragraph 3 and except to the extent caused or alleged to have been caused by LESSOR's negligence or willful misconduct. E= 22. Condemnation (a) If any part of the floor area of any buildings on the Premises or more than twenty (20%) percent of the land area of the Premises not covered with buildings is taken by condemnation, either LESSOR or LESSEE may terminate this Lease as of the date the condemning authority takes possession. (b) All awards for the taking of any part of the Premises or any payment made under the threat of the exercise of the power of eminent domain shall be the property of the LESSOR, whether made as compensation for the diminution of the value of the leasehold or for the taking of the fee or as severance damages; provided however that LESSEE shall be entitled to any award for loss of or damage to LESSEE's trade fixtures and removable personal property. 23. Surrender On the last day of the term hereof or on any sooner termina- tion, LESSEE shall surrender. the Premises to LESSOR in good condition, broom clean, ordinary wear and tear excepted. LESSEE shall repair any damage to the Premises occasioned by its use thereof or by the removal of LESSEE's fixtures, furnishings and equipment, which repair shall include the patching and filling of holes and repair of structural damage. LESSEE shall remove all of its personal property and fixtures on the Premises prior to the expiration of the term of this Lease and may, at LESSEE's option, remove any alterations, improvements or additions made by LESSEE to the Premises. Any fixtures, furnishings, equipment, alterations, improvements or additions not so removed by LESSEE shall become the property of LESSOR. If LESSEE fails to surrender the Premises to LESSOR on the expiration of the Lease as required by this para- graph, LESSEE shall hold LESSOR harmless from all damages resulting from LESSEE's failure to vacate the Premises, including, without limitation, claims made by any succeeding tenant resulting from LESSEE's failure to surrender the Premises. 24. Entire Agreement The lease constitutes the entire agreement of the parties concerning LESSEE's lease of the demised premises, and supersedes any prior or contemporaneous written or oral agreement concerning such subject matter. 9 IN WITNESS WHEREOF, LESSOR and LESSEE have executed this Lease the day and year first above written. ATTEST: Ice C. Guy Jerk of the Counci APPROVED AS TO FORM: f'd Edward j.CbQpe City Attorney Approved as to co ten City Manager iti] CITY OF SANTA ANA SANTA L PRESERVA- SOCIETY .L YThi3n� c-D Title: M:ESi(7fcNT By: v Title: V/ G( - rv-¢—sid2,yyi-